Santander Commences Offers to Purchase Certain of its Outstanding Debt Securities

Banco Santander, S.A. (“Santander”) announced today the launch of four concurrent and separate offers to purchase for cash (the “Offers”) its outstanding 3.496% Senior Preferred Fixed Rate Notes due 2025, 2.746% Senior Non Preferred Fixed Rate Notes due 2025, 5.147% Senior Non Preferred Fixed Rate Notes due 2025 and 1.849% Senior Non Preferred Fixed Rate Notes due 2026 (collectively, the “Notes”), upon the terms and subject to the conditions set forth in the offer to purchase dated January 7, 2025 (the “Offer to Purchase”) and the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”). The following table sets forth the Notes subject to the Offers and the key economic terms of the Offers:

The Offers will commence on January 7, 2025 and will expire at 5:00 p.m. (New York City time) on January 14, 2025 (the “Expiration Time”) unless they are extended or terminated by Santander. Each Offer is independent of the other Offers, and Santander may terminate or modify any Offer without terminating or modifying any other Offer. The expected guaranteed delivery date is 5:00 p.m. (New York City time) on January 16, 2025. The deadlines set by any intermediary may be earlier than the above deadline.

The Consideration payable for each series of Notes will be calculated on the price determination date, which is expected to be 10:00 a.m. (New York City time) on January 14, 2025 (the “Price Determination Date”). The applicable Consideration payable for each $1,000 principal amount of Notes of a given series that are validly tendered and accepted pursuant to the Offers (the “Consideration”) will be determined in accordance with standard market practice, as described in the Offer to Purchase using the applicable yield to maturity for such series as the discount rate, which will be equal to the sum of (i) the yield, as calculated by the Dealer Manager, that equates to the bid-side price of the reference U.S. Treasury security specified in the table above for such series of Notes on the Price Determination Date, plus (ii) the applicable fixed spread specified in the table above for such series of Notes.

In addition to the Consideration, the Notes validly tendered and accepted for purchase and payment pursuant to the Offers will be entitled to accrued and unpaid interest up to, but not including, the settlement date, which is expected to be on or around January 17, 2025 (the “Accrued Interest”).

Santander offers to purchase for cash the Notes in an aggregate principal amount for which the aggregate Consideration, excluding Accrued Interest, does not exceed $2,000,000,000 (the “Maximum Purchase Consideration”), subject to the Maximum Purchase Consideration being sufficient to pay the Consideration, excluding Accrued Interest, for all validly tendered Notes of such series (after accounting for all validly tendered Notes that have a higher Acceptance Priority Level) (the “Maximum Purchase Consideration Condition”).

If the Maximum Purchase Consideration Condition is not satisfied with respect to each series of Notes, Santander will accept Notes for purchase in the order of their respective acceptance priority level specified in the table above (each level, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level). A series of Notes with a particular Acceptance Priority Level may not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase.

Santander reserves the right, but is under no obligation, to waive the Maximum Purchase Consideration Condition with respect to one or more Offers and accept all Notes of the series sought in such Offer, and of any series of Notes sought in Offers with a higher Acceptance Priority Level, validly tendered and not validly withdrawn or skip any Offer for Notes that would have caused the Maximum Purchase Consideration to be exceeded and purchase all Notes of the next sequential series with a lower Acceptance Priority Level that Santander is able to accept without exceeding the Maximum Purchase Consideration.

Santander US Capital Markets LLC is acting as Dealer Manager for the Offers, and D.F. King & Co., Inc. is acting as Information and Tender Agent. For detailed terms of the Offers, please refer to the Offer to Purchase which, subject to offer and distribution restrictions, can be obtained from the Dealer Manager and the Information and Tender Agent. Questions regarding the Offers may be directed to the Dealer Manager and the Information and Tender Agent at the contact details set forth below:

About Santander

Banco Santander (SAN SM) is a leading commercial bank, founded in 1857 and headquartered in Spain and one of the largest banks in the world by market capitalization. The group’s activities are consolidated into five global businesses: Retail & Commercial Banking, Digital Consumer Bank, Corporate & Investment Banking (CIB), Wealth Management & Insurance and Payments (PagoNxt and Cards). This operating model allows the bank to better leverage its unique combination of global scale and local leadership. Santander aims to be the best open financial services platform providing services to individuals, SMEs, corporates, financial institutions and governments. The bank’s purpose is to help people and businesses prosper in a simple, personal and fair way. Santander is building a more responsible bank and has made a number of commitments to support this objective, including raising €220 billion in green financing between 2019 and 2030. At the end of the third quarter of 2024, Banco Santander had €1.3 trillion in total funds, 171 million customers, 8,100 branches and 208,000 employees.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes statements that constitute forward-looking statements. Such statements can be understood through words and expressions like “will,” “expect,” “project,” “anticipate,” “should,” “intend,” “probability,” “risk,” “target,” “goal,” “objective,” “estimate,” “future,” “commitment,” “commit,” “focus,” “pledge” and similar expressions. They include, but are not limited to, statements regarding the conduct and completion of the Offers. However, risks, uncertainties and other important factors may lead to developments and results that differ materially from those anticipated, expected, projected or assumed in forward-looking statements, including those discussed in the Offer to Purchase under the heading “Risk Factors” and under similar headings in other documents that are incorporated by reference into the Offer to Purchase. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release, and Santander undertakes no obligation to update or revise any forward-looking statements, regardless of new information, future events or otherwise, except as required by applicable law.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Offer and Distribution Restrictions

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Offers are being made only by, and pursuant to the terms of, the Offer Documents. The Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require the Offers to be made by a licensed broker or dealer, the Offers will be made by the Dealer Manager on behalf of Santander. None of Santander, the Dealer Manager or the Information and Tender Agent or any of their respective directors, employees, officers, agents or affiliates expresses any opinion about the merits of the Offers or makes any recommendation as to whether or not any qualifying holder should offer to sell its Notes, and no one has been authorized by Santander, the Dealer Manager or the Information and Tender Agent to make any such recommendation.

United Kingdom

The communication of the Offer to Purchase and any other documents or materials relating to the Offers are not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). The Offer to Purchase and any other documents or materials relating to the Offers are for distribution to and directed only at: (i) persons outside the United Kingdom; (ii) persons who have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended from time to time, the “Financial Promotion Order”); (iii) high net worth companies, and other persons to whom such documents and materials may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Financial Promotion Order; (iv) members, creditors and other persons falling within Article 43(2) of the Financial Promotion Order; and (v) any other person to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the Offers may otherwise lawfully be communicated or caused to be communicated (all such persons in (i) through (v) together being referred to as “Relevant Persons”). Any investment or investment activity to which the Offer to Purchase relates is available only to, and will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on the Offer to Purchase or any of its contents.

Spain

Neither the Offers nor the Offer to Purchase constitute an offer of securities or the solicitation of an offer of securities in Spain which require the approval and the publication of a prospectus under Regulation (EU) No. 2017/1129, Spanish Law 6/2023, of 17 March, on the Securities Markets and the Investment Services (Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión), as amended from time to time, and its ancillary and related regulations. Accordingly, the Offer to Purchase has not been and will not be submitted for approval nor approved by the CNMV.

France

The Offer to Purchase and any documents or offering materials relating to the Offers may not be distributed in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) No. 2017/1129, as amended, and Article L.411-2 of the French Code (monétaire et financier) as amended from time to time. The Offer to Purchase has not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Republic of Italy

None of the Offers, the Offer to Purchase or any other documents or materials relating to the Offers has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy (“Italy”) as exempted offers pursuant to article 101-bis, paragraph 3-bis of Legislative Decree No. 58 of 24 February 1998 (as amended from time to time, the “Financial Services Act”) and Article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy may tender their Notes in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offers.

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