Banco Santander S A : Disclaimer to the information memorandum

IMPORTANT INFORMATION

Prior to obtaining access to the information placed on this website please carefully read the following information.

By accessing any of the documents contained on this website you confirm that you have read this information and that you have understood and agree to the restrictions as stated herein. In addition, in reading, accessing or making any other use of the Informative Document, either the Polish language version or the English convenience translation thereof, you agree to be bound by each of the restrictions set out herein and in the Informative Document.

THE INFORMATIVE DOCUMENT CONTAINED ON THIS WEBSITE (EITHER THE POLISH LANGUAGE VERSION OR THE ENGLISH CONVENIENCE TRANSLATION THEREOF) (THE "INFORMATIVE DOCUMENT") IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA (THE "UNITED STATES"). BY ACCESSING THE INFORMATIVE DOCUMENT CONTAINED ON THIS WEBSITE, YOU ARE DEEMED TO REPRESENT THAT YOU ARE NOT LOCATED IN THE UNITED STATES NOR ARE YOU A U.S. PERSON AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). REVIEWING THE INFORMATIVE DOCUMENT IN BREACH OF THIS REPRESENTATION MAY CAUSE A VIOLATION OF UNITED STATES SECURITIES LAWS.

The Informative Document contained on this website was prepared in connection with the seeking of the admission and introduction of the new shares in Banco Santander S.A. (the "Company") to be issued within the share capital increase of the Company charged to reserves (the "New Shares" and the "Increase", respectively), to trading on the Warsaw Stock Exchange. The Company also intends to introduce the New Shares to trading on all of the other foreign regulated markets on which the shares in the Company are listed (the Spanish Stock Exchanges, the London Stock Exchange, the New York Stock Exchange and the Mexican Stock Exchange). This Informative Document has been prepared only in connection with the intention of the Company to apply for the admission and introduction of the New Shares to trading on the regulated market of the Warsaw Stock Exchange, but not in connection with its intention to introduce them to trading on any other regulated markets. The Informative Document has been prepared pursuant to article 1.5.(g) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, pursuant to which the preparation and publication of a prospectus related to the admission to trading of the shares issued as a consequence of the execution of the Increase will not be necessary "provided that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer" (the "Regulation") and Article 39, section 1 in conjunction with Article 37B, sections 2-6 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies dated 29 July 2005 (consolidated text in the Journal of Laws of 2019 item 623, as amended).

The Informative Document, together with any other statutory required disclosure, is the sole legally binding document containing information on the Increase in Poland. The Informative Document is not a prospectus or other offering document within the meaning of the Regulation. The Informative Document was not approved or registered with any regulatory

body in any jurisdiction, in particular in Spain, the United Kingdom, the United States, Mexico and Poland.

It may be unlawful to distribute the Informative Document to which you will gain access in certain jurisdictions. Please note that the Informative Document is not intended for publication or dissemination in any jurisdiction where such publication or dissemination may be unlawful in accordance with the applicable laws. You are also reminded that you may access this Informative Document on the basis that you are a person into whose possession this Informative Document may be lawfully delivered in accordance with the laws of the jurisdiction(s) in which you are located and/or resident.

The Informative Document is not an offer for sale of securities in the United States. This Informative Document is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan. The New Shares will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of Canada or Japan. Accordingly, unless an exemption under the relevant securities law is applicable, New Shares may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into Canada, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.

The New Shares covered by the Informative Document have not been and will not be registered, approved, notified or admitted to trading on a stock exchange in any country other than Spain, the United Kingdom, the United States, Mexico and Poland, specifically in accordance with the Regulation or other applicable laws. The New Shares cannot be traded on any other stock exchange outside such jurisdictions. Any investor should review the relevant regulations which may apply thereto in connection with the trading of shares on the Spanish Stock Exchanges (Madrid, Barcelona, Bilbao and Valencia through the Spanish Automated Quotation System (Mercado Continuo)), the London Stock Exchange, the New York Stock Exchange, the Mexican Stock Exchange and the Warsaw Stock Exchange.