Disclaimer

IMPORTANT NOTICE

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offer to purchase (as it may be amended from time to time, the “Offer to Purchase”), whether received by email or otherwise, and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Offer to Purchase. By accessing the Offer to Purchase, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Banco Santander, S.A. (the “Bank”), Santander US Capital Markets LLC (the “Dealer Manager”) and D.F. King & Co., Inc. (the “Information and Tender Agent”) as a result of such access. Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Offer to Purchase.

THE OFFER TO PURCHASE MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE OFFER TO PURCHASE MAY ONLY BE DISTRIBUTED TO PERSONS TO WHOM IT IS LAWFUL TO SEND THE OFFER TO PURCHASE. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFER TO PURCHASE IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF APPLICABLE LAWS.

Confirmation of your representation: In order to be eligible to view the Offer to Purchase or make an investment decision with respect to the Offers (as defined below), you must be able to participate lawfully in the invitations by the Bank to holders of the securities listed on the cover page of the Offer to Purchase (the “Notes”) to tender their Notes for purchase by the Bank for cash (the “Offers”) on the terms and subject to the conditions set forth in the Offer to Purchase, including the offer and distribution restrictions set forth therein. By accessing and/or reading the Offer to Purchase you shall be deemed to have represented to the Bank, the Dealer Manager and the Information and Tender Agent that:

(i)      you are a holder or a beneficial owner of the Notes;

(ii)    you are a person to whom it is lawful to send the Offer to Purchase or to make an invitation pursuant to the Offers in accordance with applicable laws; and

(iii)  you consent to delivery of the Offer to Purchase by electronic transmission.

If the Offer to Purchase has been sent to you in an electronic form, you are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission, and consequently none of the Bank, the Dealer Manager, the Information and Tender Agent, or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offer to Purchase distributed to you in electronic format and the hard copy version available to you on request from the Dealer Manager or the Information and Tender Agent.

You are also reminded that the Offer to Purchase has been sent to you on the basis that you are a person into whose possession the Offer to Purchase may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorized to, deliver the Offer to Purchase to any other person.

Any materials relating to the Offers do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that an Offer be made by a licensed broker or dealer and any of the Bank or the Dealer Manager’s affiliates is such a licensed broker or dealer in that jurisdiction, such Offer shall be deemed to be made by such affiliate on behalf of the Bank or the Dealer Manager in such jurisdiction.

The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this Offer to Purchase comes are required by the Bank, the Dealer Manager and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.

NEITHER THE OFFER TO PURCHASE NOR ANY RELATED DOCUMENT HAS BEEN REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY RELATED DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND IS A CRIMINAL OFFENSE.

Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in any jurisdiction in which such offer or solicitation would be unlawful.