Current Report ESPI no. 52 (2015)

Notification from BLACKROCK, INC on exceeding the threshold of 5% of the total number of votes in Banco Santander, S.A.

Banco Santander, S.A. (the "Company" or “Banco Santander”) hereby announces that on 5 May 2015 it received from Blackrock, Inc. a notification on the acquisition of shares in the Company and on the percentage share in the total number of votes achieved due to such acquisition, i.e. a notification on exceeding 5% of the total number of votes at the general meeting of the shareholders of the Company (the “General Meeting”).
 
As per the information contained in such notice and in the public disclosure made by Blackrock, Inc.:
 
1. Date and type of event triggering the change in the shareholding to which the notification refers:
 
The acquisition of the shares was made on 29 April 2015.

2. The number of shares held prior to the change in the shareholding, the percentage of the share capital such shares represented, the number of votes attached to such shares and the percentage of the total number of votes they represent:
 
699,370,837 shares representing 4.974% of the Company's share capital prior to the acquisition notified by Blackrock, Inc.

The number of votes attached to such shares amounted to 699,370,837 and represented 4.974% of the total number of votes at the General Meeting, assuming all of the share capital is represented at the General Meeting.
 
3. The number of shares currently held, the percentage of the share capital they represent, the number of votes attached to such shares and the percentage of the total number of votes they represent:
 
A number of funds and accounts managed by investment managers under the control of Blackrock, Inc. are the owners of 704,638,360 shares in the Company. Said shares represented 5.011% of the Company's existing share capital until 29 April 2015.
 
On 29 April 2015, a share capital increase of Banco Santander was agreed upon, establishing the amount of it at EUR 7,158,316,402.50, represented by a total of 14,316,632,805 shares. Based on the new amount of the share capital, the 704,638,360 shares in the Company to which the notice refers represent 4.922% of the Company's share capital as at the date of this report. Each Banco Santander share present or represented at the General Meeting is entitled to one vote. The 704,638,360 shares to which the notice of Blackrock, Inc. refers therefore entitle it to 704,638,360 votes at the General Meeting, which currently account for 4.922% of the total number of votes at the General Meeting, assuming the entire share capital of the Company is represented at the General Meeting.

Legal basis:

Art. 70 item 1 in relation to Art. 69 clause 1 item 1 of the Act dated 29 July 2005 on public offerings and conditions of introducing financial instruments to organized trading, and on public companies