Banco Santander completes the acquisition of Bank Zachodni WBK

Press release Santander Madrid, March 29, 2011

The total investment of the transaction is EUR 4.139 million.

Madrid, March 29, 2011 - Banco Santander has completed the acquisition of Bank Zachodni WBK, Poland's third largest bank by profits and number of branches, after closing the takeover offer with an acceptance rate of 95.6% of the institution's capital. The offer, made in February in accordance with the applicable law in Poland, was part of Banco Santander's agreement with Allied Irish Banks (AIB) to acquire its stake in BZ WBK.

Bank Zachodni WBK will join Grupo Santander on April 1st, once the takeover offer and the transfer of shares are executed. The acquisition of the above has a total cost of EUR 3.989 million. Additionally, as also previously announced, Santander acquired the 50% that stake AIB had in BZ WBK Asset Management, for EUR 150 million in cash, so the total investment related to this transaction is EUR 4.139 million.

Banco Santander Chairman Emilio Botin said: "With the acquisition of Bank Zachodni, Poland has become a main market for Banco Santander. Zachodni's focus on commercial banking, its high market share, great management team, high efficiency, and good solvency and liquidity positions fit very well within the Banco Santander business model. I am confident that Poland will soon become a growth engine for Banco Santander."

After this transaction, which consumes 0.57 points, the core capital of Banco Santander will be 9.1%, up from 8.8% at the close of 2010. Bank Zachodni WBK will have a positive contribution on Banco Santander's profit per share from this year.

BZ WBK, with headquarters in Wroclaw (Poland), has 9,840 employees and 527 branches throughout the country, representing a market share of 8%. In 2010, it registered a net profit of EUR 244 million.

A retail and commercial bank formed by the merger in 2001 of Bank Zachodni and Wielkopolski Bank Kredytowy, BZ WBK has EUR 10.63 billion in deposits and EUR 8.56 billion in loans, market shares of 6.4% and 4.7%, respectively. The market share of the combined business of the bank in the Polish market is 5.8%.

Poland, a member of the European Union, is one of Central and Eastern Europe's most attractive markets, constituting 40% of the region's population and GDP of this area, with excellent prospects for medium- and long-term growth. Banco Santander has been present in Poland since 2004 through its Santander Consumer division. In February 2011, Santander Consumer has completed the integration of the consumer finance business of AIG in the country, creating a unit of EUR 3.6 billion in loans, EUR 1.2 billion in deposits and 213 branches.

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About Santander:

Banco Santander (SAN.MC, STD.N, BNC.LN) is a retail and commercial bank, based in Spain, with a presence in 10 main markets. At the end of 2010, Santander was the largest bank in the euro zone and 10th in the world by market capitalization. Founded in 1857, Santander had at year-end EUR 1,362 billion in managed funds, more than 95 million customers, 14,082 branches - more than any other international bank - and 179,000 employees. It is the largest financial group in Spain and Latin America. Furthermore, it has relevant positions in the United Kingdom, Portugal, the U.S. northeast and, through its Santander Consumer Finance arm, in Germany and Poland. Santander registered €8,181 million in net attributable profit in 2010.

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