Santander Holdings USA, Inc. ("Santander USA") and Banco Santander, S.A. ("Santander") both caution that this presentation contains forward-looking statements. These forwardlooking statements are found in various places throughout this presentation and include, without limitation, statements concerning our future business development and economic performance. While these forward-looking statements represent our judgment and future expectations concerning the development of our business, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These factors include, but are not limited to: (1) general market, macroeconomic, governmental and regulatory trends; (2) movements in local and international securities markets, currency exchange rates and interest rates; (3) competitive pressures; (4) technological developments; and (5) changes in the financial position or credit worthiness of our customers, obligors and counterparties. The risk factors that we have indicated in our past and future filings and reports, including those with the Securities and Exchange Commission of the United States of America (the "SEC") could adversely affect our business and financial performance. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

Forward-looking statements speak only as of the date on which they are made and are based on the knowledge, information available and views taken on the date on which they are made; such knowledge, information and views may change at any time. Santander does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

The information contained in this presentation is subject to, and must be read in conjunction with, all other publicly available information, including, where relevant any fuller disclosure document published by Santander. Any person at any time acquiring securities must do so only on the basis of such person's own judgment as to the merits or the suitability of the securities for its purpose and only on such information as is contained in such public information having taken all such professional or other advice as it considers necessary or appropriate in the circumstances and not in reliance on the information contained in the presentation. In making this presentation available, Santander gives no advice and makes no recommendation to buy, sell or otherwise deal in shares in Santander or in any other securities or investments whatsoever.

Neither this presentation nor any of the information contained therein constitutes an offer to sell or the solicitation of an offer to buy any securities. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom. Nothing contained in this presentation is intended to constitute an invitation or inducement to engage in investment activity for the purposes of the prohibition on financial promotion in the U.K. Financial Services and Markets Act 2000.

Note: Statements as to historical performance, share price or financial accretion are not intended to mean that future performance, share price or future earnings (including earnings per share) for any period will necessarily match or exceed those of any prior year. Nothing in this presentation should be construed as a profit forecast.

Note: The businesses included in each of the geographical segments and the accounting principles under which their results are presented by Grupo Santander may differ from the business included in the public subsidiaries in such geographies and the accounting principles applied locally. Accordingly, the results of operations and trends shown by Grupo Santander for its geographical segments may differ materially from those disclosed locally by such subsidiaries.

The US is an important market for Santander with significant growth potential

Macroeconomic conditions are expected to improve steadily

US financial services landscape presents very unique dynamics

Focus on retail and commercial banking

Santander US model

Model / size		Examples of players			Number of banks	Median ROA, %
Global / Investment banks		Barclays	Goldman Sachs	Morgan Stanley	Credit Suisse	~20	0.69
Trusts		Northern Trust		State Street	BNY Mellon	~5	0.78
Money centres		JP Morgan Chase	Bank of America	Citi Bank	Wells Fargo	~5	0.64
	Super regional	US Bank		PNC	Capital One	~3	1.48
	Core regional	TD Bank HSBC BB&T M&T BBVA	KeyCorp	SunTrust RBS Zions Comerica	Fifth Third Union Regions Banc West	~20	0.94
Regional	Small Regional	First Republic	Hudson City	First Popular Niagara	Wellesley Bank	~20	0.42
	Micro/Com munity	Pacific Northwest Mercantile Bancshares Bancorp	First Midwest	Home Clayton Federal	MVB Pinnacle Financial Bancorp	+6,000	0.91
Monoline/specialty players		Ally CIT	Discover	American Express		~10	1.59
	Note: Financials under GAAP standards
		Helping people and businesses prosper				6

Santander has a long track record in the US

(1) Consolidated profit before minority interest (2) Calculated using consolidated profit before minority interest (LTM) IFRS standards

The main markets where Santander competes are attractive

(1) Estimated as a percentage of GDP (Northeast vs. USA)

(2) All domestic B2B payment transactions, including cash, cheque, card (excl. ATM withdrawals), transfers between accounts at banks and NBFIs and retail payment transactions

Source: McKinsey's Global Banking pool

Santander US has been growing earning assets while reducing non-performing loans and maintaining strong deposit and capital levels

Santander US net income: recent performance and breakdown by primary businesses

Santander US quarterly Income Statement (US\$MM) Santander US NII (US\$MM)

Income Statement Item	1Q'14	2Q'14	3Q'14	4Q'14	1Q'15	2Q'15
Net Interest Income	1,557	1,610	1,618	1,566	1,646	1,711
Net Fees	273	283	272	272	294	300
Other Income1	74	75	129	218	140	153
Operating Expenses	(722)	(719)	(750)	(779)	(783)	(806)
Pre-Provision Operating Profit	1,182	1,250	1,268	1,277	1,297	1,358
Net Loan-Loss Provisions	(748)	(684)	(811)	(718)	(719)	(834)
Profit Before Taxes	434	566	458	559	579	524
Tax on Profit	(128)	(189)	(117)	(149)	(177)	(174)
Consolidated Profit	306	377	340	410	401	350
Minority Interest	60	90	65	76	112	111
Attributable Profit to the Group	246	287	275	334	289	239

(1) Including dividends, income from equity-accounted method and other income/other provision (2) Puerto Rico, New York, Miami and Holding Company

Santander Holdings USA is currently comprised of two primary businesses

Santander Holdings USA

Retail (Consumer) Banking
Business Banking
Commercial and Corporate Banking

Santander Bank, N.A. (SBNA) Santander Consumer USA Holdings Inc. (SCUSA)

• Full-service technology-driven consumer finance company focused on:

Vehicle financing solutions for dealers and individuals across the United States
Servicing of auto loans owned by third parties

(1) Ranking based on total deposits as of June 2014 (2) Ranking based on automotive loan originations in 1Q2015, includes Santander and Chrysler Capital combined Source: SNL Financial GAAP standards, Experian – State of Automotive Finance Market

SBNA Santander Bank has a significant franchise in the Northeast US

Strong footprint in the attractive Northeast US … …among the largest players in the region

Total assets as of June 2015: US\$74bn
Branches within the Northeast as of June 2015: 682
2MM households and in more than 12k mid-sized companies in Northeast
Proven customer strategy and ability to leverage global capabilities for large corporations

Source: SNL Financial Group criteria

Northeast Banks	Deposits in the Northeast Market share (%), June 2014
1) JP Morgan Chase	22.8
2) Bank of America	10.5
TD Bank 3)	4.8
4) PNC	4.7
5) Wells Fargo	4.6
6) Citigroup	4.2
7) Citizens	3.8
8) HSBC	3.6
9) M&T	3.2
10)	2.4

Improvements across all elements of the Santander Bank NA can help USA to achieve the RoTE of our leading competitors SBNA

In Retail (Consumer), we have significant areas for profitable growth SBNA

Business Banking offers many areas of opportunity SBNA

In Commercial and Corporate, we will improve our product suite and leverage Group capabilities SBNA

(2) Santander footprint. In the case of the US: considering all states where Santander Bank operates

Source: Santander, Bank websites, Synthetic Bank, Barlow, Global Banking Pools, McKinsey Midmarket Corporate Banking survey, Greenwich Associates

We have a significant opportunity to improve our funding costs SBNA

Note: peer set defined as US banks with assets between \$50Bn and \$250Bn (N=14) Source: SNL Financial GAAP standards

Additionally, we can improve expenses control SBNA

Improved efficiency through automation and expense management
Optimisation of organisation structure and operating model (including overlap between bank and holding)
Optimisation of corporate facilities, continued branch rationalizsation
Reduction in regulatory transformation expenses in three years

(1) Noninterest expense, less amortisation of intangible assets, divided by net interest income on a fully taxable equivalent basis and noninterest income Note: peer set defined as US banks with assets between \$50Bn and \$250Bn (N=14) Source: SNL Financial GAAP standards

SCUSA's expertise in nonprime has allowed it to become a top five player in national auto finance (top four in used vehicles) SCUSA

	Auto loan origination occurs through three channels	SCUSA is already a major player in auto finance
Channel	Description	Top auto finance companies	Automotive loan originations Market Share (%), 1Q'15
Indirect	• Substantial dealer network throughout the United States • Full-spectrum lender	Wells Fargo DS 1)	Total New vehicles 5.4 3.6		Used vehicles 6.3
OEM		2) Ally	5.3	6.7	4.5
relationships	• Preferred lender for FCA US LLC ("Chrysler") • Offering prime and nonprime loans, leases and dealer financing solutions	3) Chase	4.6	7.7	2.9
		4) Capital One	4.4	4.6	4.3
Direct-to consumer	• Auto loans directly to consumers • Via online channels, primarily through	5)	4.1	4.6	3.9
	Roadloans.com	Toyota FS 6)	3.8	7.5	1.8

Source: Experian – State of Automotive Finance Market, Santander Consumer USA includes Chrysler Capital

SCUSA delivers strong profitability today and has additional growth opportunities in third-party servicing and Chrysler Capital SCUSA

(1) Balances held for investment; excludes prime assets held for sale and personal loans (2) Nonprime assets with FICO scores under 640 (3) IFRS

In 2016, Santander USA will include all US and Puerto Rico operations of the Santander Group

Santander is working to meet regulatory expectations in the US

• SHUSA is building out the appropriate processes and management structures to effectively manage all the Group's activities in the US

• Key areas of focus:

Governance and oversight of the consolidated US organisation
Risk management
Capital planning
Liquidity risk management

Context Main initiatives

1. Significant US management and Board of Director changes, including independent directors, with large US banking management experience and deep expertise of regulatory matters
2. Launched a multi-year transformation program to strengthen risk, capital and liquidity management
3. Investing in technology to further improve our internal controls, risk management and capital planning systems

Building the required foundational capabilities and infrastructure

Going forward, Santander Holdings USA will focus on four strategic priorities

Become the regional bank of choice in our footprint and a national leader in auto finance

Easy to use product suite to drive loyalty
Improved customer experience across all channels
Advanced digital capabilities in key processes and services

Business banking

Knowledgeable sales force with strong local relationship
Easy-to-use multichannel capabilities
Retail (Consumer) Commercial and Corporate Auto 1 2 3 4
Enhanced cash management and treasury products
Leverage of the unique Global capabilities of the Group
Effective sales force
Optimised portfolio mix
Significant servicing business
Relationship with Chrysler that is fully realised

In retail we will focus on acquiring primary customer relationships by building a simple and innovative value proposition 1 Retail (Consumer)

Priority	Main initiatives	Illustration
Develop a simplified, value adding core offer	• New mass market checking product • Core credit card product: cash back rewards with no annual fee Simplify • overall product portfolio
Enhance digital capabilities	• Enable convenient "anytime, anywhere, anyhow" interfaces • Extend value proposition to complement our branch presence Leverage client profiling in sales and service (Neo CRM) • Move simple / routine transactions to digital channels •
Optimize the branch network	• Transform people equation: sales tools, routine, coaching, training, partner collaboration and performance metrics • Optimise footprint and format: right-size and relocate • Enhance branch experience, processes and capabilities
Improve customer satisfaction	Improve platform reliability, performance and functionality • • Simplify processes and reduce existing friction points • Empower frontline and back office	Improve our position in J.D. Power ranking

We are steadily improving digital capabilities and will focus on the processes and services most relevant for the value proposition and customer satisfaction Retail (Consumer)

Provides front line with clear understanding of high-level customer digital behaviour or non-behaviour

"Best Digital Platform" Digital Strategy Awards 2015 by innovation enterprise

ATM Image Deposit capability across the entire proprietary network

Mobile Check Deposit for iOS and Android

More loyal customers will deliver higher quality earnings (expected impact) 1 Retail (Consumer)

² In Business Banking we will focus on our product, sales and risk capabilities Business Banking

3 In commercial and corporate we will improve the product proposition, strengthen the sales force and leverage the full potential of the Group Commercial and Corporate

⁴ At SCUSA, we will maintain our momentum while increasing the serviced for others business and fully leveraging the potential of the Chrysler relationship Auto

(1) See SCUSA SEC filings for more detail

2018 USA targets

		1H'15	2018
	Employee engagement	Below peers	Peers level
People	Attrition levels (SBNA)	16.9%	Market rate
	Retail loyal customers (k) (SBNA)	164	182
	Digital customers (k) (SBNA)	575	1,200
Customers	Customer service satisfaction1 (SBNA)	Bottom quartile	Approach peers
	Fee income CAGR	7%(2)	22%(3)
	RoTE	9.2%	>11%
	FL CET1	11.9%	>12%
Shareholders	NPL ratio	2.2%	2.5%
	C/I ratio	37%	c.37%
Communities	Number of scholarships 2016-2018 (k)	6.3

(1) J.D. Power, applicable for SBNA Retail only (2) 1H'14-1H'15 (3) 2015-2018 Note: IFRS criteria except for capital ratios of SHUSA

Transparent performance metrics for 2016

Key metric	1H'15	2016	Improvement	Comment
Digital (# customers)	575k	~725k	+26%	• Increase penetration with expanded base • Steady development of digital capabilities
Chrysler contractual capture rate1 (%)	44	54	+10p.p.	• Capture further potential of Chrysler relationship
Retail Loyal Customers (# customers)	164k	~170k	+5%	Increase cross-product usage/linkage by • clients • Focus on customer satisfaction