Santander Finance Preferred, S.A Unipersonal

Floating Rate Non-Cumulative Guaranteed Series 6 Preferred Securities

CUSIP: 80281R888
Record Date: May 22, 2012
Payment Date: June 6, 2012

Acupay Submission Deadline: May 25, 2012

For the purposes of the next distribution payment, please be advised that on 1 August 2011, Royal Decree 1145/2011, of 29 July, came into force. Such Royal Decree amends specific provisions of Royal Decree 1065/2007. Among other articles, RD 1145/2011 modified article 44 of RD 1065/2007, that sets out the reporting obligations applicable to preference shares and debt instruments issued under Additional Provision Two of Law 13/1985 (2nd AD).

The new procedures apply to income deriving from preference shares and debt instruments to which the 2nd AD refers, including debt instruments issued at a discount for a period equal to or less than twelve months.

In the case of the above mentioned security which is originally registered in a clearing system located outside of Spain, RD 1145/2011 eliminates the requirement of DTC (KOSDAQ: 066670.KQ - news) participants to request exemption from Spanish NRIT or from withholding on account of Spanish CIT.

Therefore, income derived by all investors, from securities originally registered with the entities that manage clearing systems located outside of Spain, that are recognized by Spanish law or by the law of another OECD country (such as DTC, Euroclear or Clearstream), will be paid free of Spanish withholding tax provided that the paying agent submits a statement in accordance with the form attached as an annex to RD 1145/2011.

As there is some ambiguity as to the working practicalities with regards to the issuer's information disclosure responsibilities as a result of RD 1145/2011, Santander (Madrid: SAN.MC - news) , as the issuer, would like to appeal to the good will of all DTC participants and request that they continue to disclose beneficial owner information via the Acupay System including a breakdown of all Spanish income taxpayers, Spanish corporate taxpayers and non-resident taxpayers with permanent establishments in Spain, until such time that Santander's legal requirements as to information disclosure are clarified. This precaution is to safeguard the interests of all parties concerned.

NOTE: The deadline for making Acupay submissions is 8:00 p.m. New York (Frankfurt: A0DKRK - news) time on May 25, 2012. Acupay submissions will not be processed until Acupay has received signed tax certificates. Participants MUST send the:

· Signed copy of the tax certificate(s) to certify@acupay.com or fax at +1-646-383-9489 or +44-207-067-8453.

· Original tax certificate(s) by no later than 5:00 p.m. London time (12:00 noon NY time) on July 13, 2012 to: Acupay System LLC
Attn: Nina Santa-Maria
28 Throgmorton St - First Floor
London EC2N 2AN
United Kingdom

Please note this important notice is for general information purposes only and is not intended to be, nor shall it be deemed to, constitute legal advice. Please be advised that Spanish financial entities are currently under discussions with the Spanish tax authorities in order to get further clarification on the scope of the Royal Decree.

For any questions regarding this notice, please contact Acupay System LLC, Sabrina Cruz at +1-212-422-1222 or Nina Santa-Maria at +44-207-382-0340 or by emailing info@acupay.com.