Santander AT1 Pre-Stabilisation Notice

pre-stabilisation announcement

26 September 2017

Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.

Banco Santander, S.A.

Stabilisation Notice

Barclays Bank PLC (debt syndicate desk; telephone: +44 20 7773 9098) hereby gives notice that the Stabilising Manager named below may stabilise the offer of the following securities in accordance with Commission Delegated Regulation EU 1052/2016 under the Market Abuse Regulation (EU/596/2014).

In connection with the offer of the above securities, the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) may over-allot the securities or effect transactions with a view to supporting the price of the securities at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur and any stabilisation action, if begun, may cease at any time. Any stabilisation action or over-allotment shall be conducted by the Stabilisation Manager (or any person acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

This announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom and is not intended to be an invitation or inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the "FSMA"). This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (the "Order"), high net worth entities falling within Article 49(2)(a) to (d) of the Order or any other persons to whom this announcement for the purposes of Section 21 of the FSMA can otherwise lawfully be distributed (all such persons together being referred to as "relevant persons"), and must not be acted on or relied upon by persons other than relevant persons. Any investment or investment activity to which this announcement relates is available only to and will be engaged in only with relevant persons.

The securities to which this announcement relates are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as amended or replaced from time to time, other than in circumstances that do not and will not give rise to a contravention of those rules by any person.

This announcement is not an offer of securities for sale into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an exemption from registration under such Act. There will be no public offer of securities in the United States or in any other jurisdiction.

The securities to which this announcement relates must not be offered, distributed or sold neither in Spain nor to Spanish residents. No publicity of any kind shall be made in Spain.