BANCO SANTANDER, S.A. ANNOUNCES RESULTS OF TENDER OFFER FOR NOTES ISSUED BY IBERDROLA FINANZAS, S.A.U. and IBERDROLA INTERNATIONAL B.V. NOT FOR DISTRIBUTION TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATES This announcement does not constitute an invitation to participate in the Solicitation of Offers to Sell (as defined herein) in or from any jurisdiction in or from which, or to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions (in particular the United States, the United Kingdom, Italy, France, Belgium and Spain) may be restricted by law. Persons into whose possession this document comes are required by the Offeror, the Issuers, the Guarantor and the Dealer Managers to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Offeror, the Issuers, the Guarantor or the Dealer Managers. London, 14 September 2015. Further to its announcements on 7 September 2015 and 14 September 2015, Banco Santander, S.A. (the “Offeror”) hereby announces the final results and pricing of its invitation to holders of the (i) €750,000,000 3.500% Guaranteed Notes due 13 October 2016 issued by Iberdrola Finanzas, S.A.U. (the “Series 92 Notes”) and (ii) €1,400,000,000 4.250% Guaranteed Notes due 11 October 2018 issued by Iberdrola International B.V. (together with Iberdrola Finanzas, S.A.U., the “Issuers”) (the “Series 100 Notes”) each guaranteed by Iberdrola S.A. (the “Guarantor”) (together, the “Notes” and each a “Series”) to offer to sell to the Offeror for cash Notes at the relevant Purchase Price (as defined below) (the “Solicitation of Offers to Sell”). The Solicitation of Offers to Sell was made upon the terms and subject to the conditions contained in a tender offer memorandum dated 7 September 2015 (the “Memorandum”) prepared in connection with the Solicitation of Offers to Sell. Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Memorandum. Summary of Results and Pricing Following the expiration of the Solicitation of Offers to Sell at 5.00 p.m. (Central European time) on 11 September 2015 (the “Expiration Date”), the Offeror hereby announces that: (i) it has (a) accepted for purchase €500,000,000 in aggregate principal amount of the Series 100 Notes, and (b) not accepted any Offers to Sell in respect of the Series 92 Notes, in each case in accordance with the terms and conditions of the Solicitation of Offers to Sell, and (ii) it has accepted Offers to Sell in respect of the Series 100 Notes which were validly submitted by the Expiration Date on a pro-rata basis applying the pro-ration factors set out in the table below. The Purchase Price for the Series 100 Notes accepted for purchase was determined at or around 2:00 pm (Central European time) today in accordance with the terms set out in the Memorandum by reference to the sum of the Reference Benchmark Yield and the Purchase Spread. The final results are set out below: 1 Description of Notes / Series 100 Notes ISIN (XS0767977811) Maturity Date 11 October 2018 Aggregate principal €500,000,000 amount accepted Pro-ration factor 0.9495 Aggregate principal amount outstanding €900,000,000 following Solicitation of Offers to Sell Purchase Price per EUR 1,000 in principal €1,120.40 amount Accrued Interest per EUR 1,000 in principal €39.59 amount October 2018 Interpolated Mid-Swap 0.152 per cent. Rate Purchase Spread 15 bps Purchase Yield 0.302 per cent. Settlement The Purchase Price, together with Accrued Interest, will be paid to Noteholders whose Series 100 Notes have been accepted for purchase by the Offeror. The Settlement Date is expected to be 16 September 2015. Notes in respect of which the Offeror has not accepted an Offer to Sell will remain outstanding subject to the terms and conditions of such Notes. Further Information A complete description of the terms and conditions of the Solicitation of Offers to Sell is set out in the Memorandum. Banco Santander, S.A., J.P. Morgan Securities plc and Mitsubishi UFJ Securities International plc are the Dealer Managers for the Solicitation of Offers to Sell. 2 Requests for information in relation to the Solicitation of Offers to Sell should be directed to: DEALER MANAGERS Banco Santander, S.A. J.P. Morgan Securities plc Avenida de Cantabria, s/n 25 Bank Street 28660 Boadilla Del Monte London E14 5JP Madrid United Kingdom Spain Tel: + 44 20 7756 6909 Tel: +44 207 134 2468 / +44 207 134 3438 Email: [email protected] Email: [email protected] / Attn: Liability Management [email protected] Attn: Corporate Syndicate / Liability Management Mitsubishi UFJ Securities International plc Ropemaker Place 25 Ropemaker Street London EC2Y 9AJ United Kingdom Tel: +44 20 7577 2326 / +44 20 7577 4218 Email: [email protected] Attn: Liability Management Group A copy of the Memorandum is available to eligible persons upon request from the Tender Agent: THE TENDER AGENT Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Tel: +44 (0) 20 7704 0880 Attention: Victor Parzyjagla Email: [email protected] 3.