INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

All of the Directors are appointed by the Santander Group, owner of 100 per cent. of the Issuer's
shares, at the General Meeting of shareholders.
The Executive Committee of the Issuer's Board of Directors has been delegated all of the Board's
powers, except those that cannot be delegated. At the date of this Information Memorandum, the
Executive Committee is made up of Mr. Antonio Escámez Torres, as Chairman, Ms. Magda Salarich
Fernández de Valderrama, as Vice-Chairperson and Mr. José María Espí Martínez, Mr. Ernesto
Zulueta Benito, Mr. Javier San Félix and Ms. Inés Serrano as Board Members, and Mr. Fernando
Garcíá Solé as its Secretary.
The professional address of the Issuer's management is Ciudad Grupo Santander, Avenida de
Cantabria sin número, Boadilla del Monte (Madrid, Spain).
In accordance with Law 44/2002, dated 22 November, which amended Law 24/1988, dated 28 July,
regulating the securities market, the General Meeting of shareholders of the Issuer, as well as its Board
of Directors has appointed the Auditing Committee of Banco Santander to also act as its Auditing
Committee.
Major Shareholders
The Issuer is part of the Santander Group, which is the owner of 100 per cent. of its share capital. At
the date of this Information Memorandum, Banco Santander, the Issuer's largest shareholder and the
parent company of the Santander Group, held 63.19 per cent. of the Issuer's shares directly. The
remaining shares were held by Holneth B.V. (25 per cent.) and Fomento de Inversiones, S.A. (11.81
per cent.), each companies within the Santander Group.
At 31 December 2007, the Issuer's share capital consisted of 332,071,008 fully subscribed and paid
registered shares of €3 par value each, all with the same voting and dividend rights.
On 26 December 2007, the shareholders at the Extraordinary General Meeting of the Issuer resolved to
increase capital by 199,950,000 by issuing at par €66,650,000 ordinary shares of €3 par value each.
This capital increase was fully subscribed and paid by the shareholders on 28 December 2007, and it
was executed in a public deed on 11 January 2008 and registered in the Mercantile Register on 7
February 2008.
On 26 May 2008, the shareholders at the Extraordinary General Meeting of the Issuer resolved to
increase capital by €599,979,000 by issuing at par 199,992,852 ordinary shares of €3 par value each.
This capital increase was fully subscribed and paid by Banco Santander through the non-monetary
contribution of 12,198 bonds issued in euros by Golden Bar (securitisation) S.r.l., of €50,000 par value
each and maturing on 20 November 2024, which relate to series A of the securitisation called "Golden
Bar (securitisation) S.r.l. - Series 1 - 2008". The value of these bonds, based on the report prepared by
an independent expert, under its responsibility, does not differ substantially from the amount of the
capital increase carried out by the Issuer. This capital increase was executed in a public deed on 4 June
2008 and registered in the Mercantile Register on 17 June 2008. On 30 June 2008, Banco Santander
sold 49,998,213 shares to Holneth B.V. and 23,613,145 shares to Fomento de Inversiones, S.A. so that
these shareholders would maintain the percentage of ownership held by them in the Issuer's share
capital before the capital increase.
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