MATERIAL FACT

Banco Santander, S.A. hereby announces that as a result of the change in Fitch Rating's criterion with respect to issuances of preferred stock and other capital instruments, the latter published on 29th January 2010 an updating of the ratings given to these issuances, which include 76 Grupo Santander issuances (both preferred and perpetual subordinated), for which it has reduced the rating given by one level, as detailed below:

§ AA- rated issuances are now rated A+

§ A+ issuances are now rated A

Banco Santander's long-term issuer rating remains unchanged at AA with a stable perspective, and its short-term rating at F1+.

Boadilla del Monte (Madrid), 3^rd February 2010