BANCO SANTANDER, S.A. MATERIAL FACT
Banco Santander, S.A. ("Banco Santander") communicates that an extraordinary meeting of the board of directors has been convened this afternoon for the purposes of:
(i) Approving a capital increase with the exclusion of pre-emption rights for an amount of up to 7,500 million euros, which would represent, approximately, 9.9% of the share capital of Banco Santander before the capital increase. The transaction will be implemented through an accelerated book-building.
(ii) Reformulating the dividend policy of Banco Santander effective from the first dividend to be paid against the 2015 results, in order to distribute 3 cash dividends and a scrip dividend against such 2015 results. Each of these dividends will have an estimated amount of 5 euro cents.
After the meeting of the board of directors, complete information on the resolutions passed by it will be disclosed .
Boadilla del Monte (Madrid), January 8, 2015
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THIS DOCUMENT IS OF A MERELY INFORMATIVE NATURE. THIS DOCUMENT IS NOT A REGISTRATION DOCUMENT OR A PROSPECTUS AND MUST NOT BE TREATED AS AN OFFER OF ANY KIND AND ONLY CONSTITUTES INFORMATION. IT IS NOT TO BE DISTRIBUTED OR PUBLISHED DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE CIRCULATION THEREOF IS PROHIBITED UNDER THE LAWS APPLICABLE.
The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful.
These materials do not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. This document does not solicit money, securities or any other type of consideration and, if any money, securities or other type of consideration is sent in response hereto, it will not be accepted.
The issue or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Bank assumes no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful. In particular, documents relating to the offering of securities, as well as information contained therein, may not be supplied to the public in Brazil, as the offering of securities is not a public offering of securities in Brazil, nor may they be used in connection with any offer for sale of securities to the public in Brazil.
We have not taken, and will not take, any action in any jurisdiction to permit a public offering of the securities referred to herein, or the possession or distribution of this document or any other documents relating to the offering, in any country or jurisdiction where any such action may be required.
The Bank has not authorized any offer to the public of securities in any Member State of the European Economic Area. With respect to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in Article 2(1)(e) of the Prospectus Directive; or (b) in any other circumstances which do not require the publication by the Bank of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010
PD Amending Directive" means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) in the United Kingdom, persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or who are high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person must not act or rely on this document or any of its contents.
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THIS DOCUMENT IS OF A MERELY INFORMATIVE NATURE. THIS DOCUMENT IS NOT A REGISTRATION DOCUMENT OR A PROSPECTUS AND MUST NOT BE TREATED AS AN OFFER OF ANY KIND AND ONLY CONSTITUTES INFORMATION. IT IS NOT TO BE DISTRIBUTED OR PUBLISHED DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE CIRCULATION THEREOF IS PROHIBITED UNDER THE LAWS APPLICABLE.3/3
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