EGM - Press Release

Banco Santander Central Hispano SA
25 June 2007


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Press Release
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  Extraordinary Shareholders' Meeting on July 27th to approve the financing of
                            ABN's asset acquisition



-    Share capital will increase by EUR 4 billion, with preemptive rights
     for Santander shareholders.

-    The Bank will issue convertible bonds amounting to EUR 5 billion.


Madrid, June 25th, 2007 - The Board of Directors of Banco Santander has resolved
to call an Extraordinary Shareholders' Meeting on July 26th and 27th, on first
and second call, respectively, which is expected to be held on the second one of
the days mentioned. The goal of the Meeting is to approve the issuance of
capital instruments that will be used in the partial financing of the ABN Amro
acquisition, within the offer proposal jointly presented by Royal Bank of
Scotland, Fortis and Santander on May 29th. The Board of Directors estimates
that Banco Santander's contributions to ABN Amro's acquisition, under the terms
of the proposed offer, will not exceed EUR 19.855 billion. This amount will
basically be used in the acquisition of Banco Real in Brazil, Antonveneta in
Italy and Interbank in The Netherlands.

Thus, the Shareholders' Meeting will resolve on an authorised capital agreement
under which the Board of Directors is expected to issue shares amounting to EUR
4 billion, including nominal value and issuance premium, and a further agreement
on the issuance of mandatory convertible bonds for an additional EUR 5 billion.

The remaining investment will be financed through balance sheet optimisation
procedures, including an increase in the capital leverage of the resulting
company, acceleration of securitisation plans and asset disposal.

With this combination of financial sources, the Board of Directors expects to
reach a 'core Tier 1' ratio of 5.3% upon completion of ABN Amro's Santander
Businesses and bring this ratios to current levels (approximately 6%) in a
reasonable period of time.

The final amount and the timing of the mentioned contributions will depend on
the final conditions of the bid.

                                                          Expected proceedings
                                                        (€ billion)         (%)
New issuance (1)
Share issuance                                                   4       20.10%
Mandatory convertible bond issuance                              5       25.13%
Total new issuance                                               9       45.23%
Balance sheet optimisation through debt,
securitisations and asset sales                               10.9       54.77%
                                           Total              19.9         100%

(1) Estimation of proceedings from expected new issuance under the bid's current
circumstances, subject to, among others, the final amount of proceedings from
the remining financing procedures of ABN Amro's acquisition transaction....



Share issuance


The Shareholders' Meeting will resolve granting the Board of Directors the power
to increase the share capital once or several times and at any time during three
years starting from the day of the Shareholders' Meeting in a nominal amount of
up to EUR 1,563,574,144.5, through the issuance of new shares -with or without
premium and with or without voting rights. Nevertheless, for the financing of
certain ABN Amro assets, under the terms of the proposed offer, the Board of
Director intends to increase share capital by approximately EUR 4 billion,
including capital and issuance premium, and without excluding Banco Santander's
shareholders' preemptive right.


Convertible bonds


The issuance will amount to EUR 5 billion with a maximum expiration of five
years and an interest rate to be set by the Board at the time of the issuance.
The bonds' rate will not be below the nominal value or the share's equity value,
set by the auditors at EUR 7.12 per share. At expiration, bonds will be
mandatorily converted into new Banco Santander ordinary shares. The agreement
will be executed in the date or dates set by the Board of Directors within a
period of one year starting from the approval. If it is not carried out within
this period, it will lack any value or effect.


Convertible bonds will be subscribed by a Banco Santander subsidiary using
proceedings from a preference share issuance allocated in the market. Preference
shares will be exchangeable for convertible bonds.




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