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Summary + Share Securities Note SECURITIES NOTE AND SUMMARY FOR THE CAPITAL INCREASE WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS BY BANCO SANTANDER, S.A. Annexes III and XXII of Commission Regulation (EC) No 809/2004 of 29 April 2004 This Securities Note and Summary was approved and registered in the Official Registries of the Spanish Securities Market Commission (CNMV) on 4 July 2017 and is completed by the Registration Document of Banco Santander, S.A., drawn up in accordance with Annex I of Commission Regulation (EC) No 809/2004 of 29 April 2004, approved and registered in the official registry of the Spanish Securities Market Commission on the same date. 1 IMPORTANT DISCLOSURE TERRITORIAL RESTRICTIONS GENERAL This Securities Note does not constitute an offer of sale or an offer to buy any security. Securities will not be sold in any jurisdiction in which it is illegal to carry out such an offering, request or sale before registration or assessment is obtained under the securities laws of that jurisdiction. Some considerations to be taken into account with regard to the offering under this Securities Note in certain jurisdictions are set out briefly below. SPAIN, ITALY, POLAND, PORTUGAL AND THE UNITED KINGDOM This Securities Note and the Summary have been registered in the official registries of the Spanish Securities Market Commission (“CNMV”), which is the competent authority in Spain. Banco Santander, S.A. (“Banco Santander”) has asked the CNMV to provide a certificate of this approval and a copy of this Securities Note and the Summary, with the Share Registration Document of Banco Santander, S.A. registered in the official registries of the CNMV on 4 July 2017 (the “Share Registration Document"), to the competent authorities of Italy, Poland and the United Kingdom, pursuant to applicable laws on the regime for cross-border prospectuses established in Spanish legislation and in the regulations of the aforementioned jurisdictions implementing Directive 2003/71/EC of the European Parliament and of the Council, on the prospectus to be published when securities are offered to the public or admitted to trading. Consequently, in accordance with these regulations, the capital increase through the issue of new shares in Banco Santander, which is the object of this Securities Note, shall be carried out in Spain, Italy, Poland, Portugal and the United Kingdom. However, the new shares of Banco Santander issued in this Capital Increase cannot be offered in the United Kingdom until this Securities Document, together with the Share Registration Document, is recognised in the UK, as provided for under section 87H of the Financial Services and Markets Act 2000. Investors residing in Spain, Italy, Poland, Portugal and the United Kingdom will be able to get a copy of this Securities Note, and the Share Registration Form, in both Spanish and English, and the Summary in Spanish, English, Italian, Polish and Portuguese, at www.santander.com. The reference to this website, however, is not taken to be an addition to this Securities Note, or to refer to any information other than that set out herein. Investors residing in Portugal will be able to get a copy of this Securities Note, together with the Share Registration Document in English and the Summary in Portuguese, through the information system on the website of the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) (www.cmvm.pt), on the Euronext website (www.euronext.com) and at the registered offices of Banco Santander Totta, S.A. UNITED STATES OF AMERICA Banco Santander is making the same offering to all ordinary shareholders of Banco Santander who reside in the United States of America (the “Shareholders of the United States” and the “United States Offering”, respectively) in accordance with the separate document for the United States of America (Registration Statement on Form F-3). This includes the Prospectus complemented by the Prospectus Supplement . These will be referred to jointly as the “United States Prospectus”. The terms and conditions of the Capital Increase and the United States Offering are identical. This document will not be distributed in the United States of America. Offerings and sales outside the United States of America are conducted in accordance with Regulation S of the amended US Securities Act of 1933 (the “United States Securities Act”). Offerings and sales of pre-emptive subscription rights and new shares to United States Shareholders and investors residing in the United States of America are regulated in the United States Prospectus. Offerings and sales of pre-emptive subscription rights and new shares outside the United States of America are not included in the United States Prospectus. United States Shareholders and investors residing in the United States of America are recommended to examine the United States Prospectus carefully (including the documents which are added to it by reference) and to seek independent advice, if deemed relevant, before acquiring pre-emptive subscription rights or subscribing to new shares in the United States Offering. This document has not been filed at the U.S. Securities and Exchange Commission and should not be construed to be an offering or an invitation to buy shares in the United States of America. Copies of this document may not be sent to, disclosed or distributed in the United States of America or to United States Shareholders or to investors residing in the United States of America in any way. It will be understood that each investor who acquires pre-emptive subscription rights or new shares in the capital increase in 2 accordance with this document has stated and guaranteed that it has acquired such pre-emptive subscription rights or new shares, as the case may be, in an "Offshore Transaction", as defined in Regulation S of the US Securities Act. ARGENTINA Authorisation will be sought from the Securities Market Commission of the Argentinean Republic to make a public offering of new shares in Banco Santander, which is the object of this Securities Note, pursuant to applicable laws. Once the authorisation for a public offering in Argentina is granted, investors will be able to subscribe the new shares. The new shares can be subscribed through Caja de Valores S.A. or agents authorised for that purpose under the laws of Argentina. Any subscription of new shares in Argentina must be in Spanish, as provided for under the regulations of the Securities Market Commission of the Argentinean Republic, and under the terms and conditions set forth in a Notice of Subscription which will be published in the Official Gazette of the Buenos Aires Stock Market and a widely circulated newspaper in Argentina. This Securities Note is distributed solely for information. This Securities Note must not be construed to be an offer to sell, or an invitation to make an offer to buy, nor can acquisitions or sales of the marketable securities referred to herein be effected until the public offering has been authorised by the Securities Market Commission of the Republic of Argentina. That authorisation will only mean that the document has fulfilled the information requirements. The Securities Market Commission of the Republic of Argentina will not give any opinion on the information set out in this Securities Note. Banco Santander alone is responsible for the accuracy of the accounting, financial and economic information, and any other information provided, in this Securities Note. Banco Santander solemnly swears that this Securities Note contains, on its publication date, accurate and sufficient information about any material facts which could affect the capital, and economic and financial situation of Banco Santander, and any information that must be known by the investment community in relation to this issue of new shares, as provided for under applicable laws. BRAZIL This Securities Note (i) must not be construed in any way to be a request to buy or to sell securities or any related financial instruments in Brazil, and (ii) must not be construed in any way to be a public offering of securities in Brazil. The Brazilian Securities Commission (Comissão de Valores Mobiliários) has not authorised the public offering of New Shares. Hence, the New Shares cannot be offered to the public in Brazil. No action has been taken which could be construed that this offer could be considered to be a public offering or sale of securities in Brazil. MEXICO The New Shares (as this term is defined in this Securities Note) can be subscribed and paid for by shareholders of Banco Santander in Mexico who comply with the terms of the Pre-emptive Subscription Rights Notice that will be published in Mexico. The National Banking and Securities Commission of Mexico (Comisión Nacional Bancaria y de Valores de México) has not authorised, nor has it requested authorisation for, the public offering of New Shares. Hence, the New Shares cannot be offered to the public in Mexico. However, Banco Santander, either directly, or through brokers, will be able to offer Discretionary Allocation Shares (according to the definition of this term in this Securities Note) to investors who are classified as qualified and institutional investors in Mexico, through a private offering, as provided for under Article 8 of the Mexican Securities Market Act. * * * 3 IMPORTANT DISCLOSURE ............................................................................................................................. 2 I. SUMMARY ............................................................................................................................................
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