Banco Santander S.A. — Director's Dealing 2015

May 29, 2015

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RNS Number : 7170O

Banco Santander S.A.

29 May 2015

Annex DTR3

Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons

All relevant boxes should be completed in block capital letters.

1.	Name of the issuer BANCO SANTANDER, S.A.	2.	State whether the notification relates to (i) a transaction notified in accordance with DTR 3.1.2 R, (ii) a disclosure made in accordance LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act (2006). (i).
3.	Name of person discharging managerial responsibilities/director MR. FRANCISCO JAVIER BOTIN-SANZ DE SAUTUOLA Y O´SHEA, DIRECTOR OF THE ISSUER.	4.	State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person THIS NOTIFICATION RELATES TO MR. FRANCISCO JAVIER BOTIN-SANZ DE SAUTUOLA Y O´SHEA AND HIS CONNECTED PERSON: Inheritance (not yet vested) of Mr. Emilio BotIn-Sanz de Sautuola y GarcIa de los RIos.
5.	Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a nonbeneficial interest 1 AS IN 4 ABOVE.	6.	Description of shares (including class), debentures or derivatives or financial instruments relating to shares ORDINARY SHARES OF 0.50 EURO NOMINAL VALUE.
7.	Name of registered shareholders(s) and, if more than one, the number of shares held by each of them MR. FRANCISCO JAVIER BOTIN-SANZ DE SAUTUOLA Y O´SHEA AND HIS CONNECTED PERSONS HOLD AFTER THE TRANSACTIONS DESCRIBED IN THIS NOTIFICATION A TOTAL OF 73,315,588 SHARES, WHICH REPRESENT 0.513% OF THE ISSUER'S SHARE (CAPITAL NOT TAKING INTO ACCOUNT TREASURY STOCK).	8.	State the nature of the transactions within the hereditary process following the death of Mr. EMILIO BOTIN-SANZ DE SAUTUOLA Y GARCIA DE LOS RIOS, a total of 602,532 Banco Santander shares corresponding to his Inheritance not yet vested have exited from the shareholders' agreement.
9.	Number of shares, debentures or financial instruments relating to shares acquired	10.	Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
11.	Number of shares, debentures or financial instruments relating to shares disposed DISPOSAL BY Inheritance (not yet vested) of Mr. Emilio BotIn-Sanz de Sautuola y GarcIa de los RIos ON 26 MAY 2015 OF 552,426 SHARES @ 6.594 EURO PER SHARE. 50,106 shares corresponding to Inheritance (not yet vested) of Mr. Emilio BotIn-Sanz de Sautuola y GarcIa de los RIos have exited from the aforementioned shareholders' agreement ON 26 MAY 2015.	12.	Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage) 0.004%
13.	Price per share or value of transactions SEE 11 ABOVE.	14.	Date and place of transaction SPAIN, 26 MAY 2015. SEE 8 ABOVE.
15.	Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) 73,315,588 SHARES REPRESENTING 0.513% OF THE ISSUER'S SHARE (CAPITAL NOT TAKING INTO ACCOUNT TREASURY STOCK).	16.	Date issuer informed of transaction 29 MAY 2015.

If a person discharging managerial responsibilities has been granted options by the issuer

complete the following boxes

17.	Date of grant	18.	Period during which or date on which exercisable
19.	Total amount paid (if any) for grant of the option	20.	Description of shares or debentures involved (class and number)
21.	Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise	22.	Total number of shares or debentures over which options held following notification
23.	Any additional information NONE	24.	Name of contact and telephone number for queries FERNANDO MARTIN DE LA CRUZ +(34) 912-897-146

Name of authorised official of issuer responsible for making notification

JOSE MANUEL DE ARALUCE

Date of notification

29 MAY 2015

Notes:    This form is intended for use by an issuer to make a RIS notification required by DR 3.3.

(1)	An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.
(2)	An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.
(3)	An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.
(4)	An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

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