Anti dilution adjustment
MATERIAL FACT
As contemplated in the prospectus concerning the issuing of Santander Securities, filed with the official registers of the National Securities Market Commission (CNMV) on 19th September 2007, and in view of the terms of the capital increase of Banco Santander, S.A. ('Banco Santander'), notified as a material fact on 10th November 2008, and in particular, the fact that such increase is fully underwritten, Banco Santander has agreed (assuming that the capital increase is fully subscribed) to amend the conversion ratio corresponding to the Santander Securities (i.e., the number of Banco Santander shares corresponding to each Santander Security for conversion purposes) on applying the anti-dilution mechanism established in the issue prospectus of the latter.
For conversion purposes, the new reference price for Banco Santander shares is established at 14.63 euros per share. Therefore, the new conversion ratio applicable to Santander Securities is 341.7635 Banco Santander shares for each Santander Security, which is the result of dividing the face value of each Santander Security (5,000 euros) by the aforementioned reference price (14.63 euros).
Also, it is further communicated that, in view of the Banco Santander capital increase referred above, assuming that the capital increase is fully subscribed and with regard to the anti-dilution provision set forth in the agreement entered into with Sovereign Bancorp, Inc. ('Sovereign') on 13th October 2008, the exchange ratio for the acquisition of Sovereign will be of 0.3206 ordinary shares of Banco Santander for each ordinary share of Sovereign.
Boadilla del Monte (Madrid), November 17, 2008
This information is provided by RNS
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