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Banco Santander, S.A. – ‘F-4/A’ on 9/17/14

On:  Wednesday, 9/17/14, at 5:16pm ET   ·   Accession #:  1193125-14-344532   ·   File #:  333-196887

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/17/14  Banco Santander, S.A.             F-4/A                  3:1.7M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-4/A       Amendment No. 6 to Form F-4                         HTML   1.40M 
 2: EX-23.1     Consent of Experts or Counsel                       HTML      6K 
 3: EX-23.2     Consent of Experts or Counsel                       HTML      6K 

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As filed with the Securities and Exchange Commission on September 17, 2014.

Registration No. 333-196887

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 6

to

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BANCO SANTANDER, S.A.

(Exact name of Registrant as specified in its charter)

Ciudad Grupo Santander

28660 Boadilla del Monte (Madrid), Spain

Telephone:+34 91 259 6520

(Address, including Zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Banco Santander, S.A.

New York Branch

45 E. 53rd Street

New York, New York 10022

Attn: James H. Bathon, Legal Counsel

Telephone: (212) 350-3500

(Name, address, including Zip code, and telephone number, including area code, of agent for service)

Copies to:

Nicholas A. Kronfeld

Marc O. Williams

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Telephone: (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

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CALCULATION OF REGISTRATION FEE

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary offer to exchange/prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission and these securities may not be sold until the registration statement becomes effective. This preliminary offer to exchange/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Subject to Completion Dated September 17, 2014

Preliminary Offer to Exchange/Prospectus

Offer to Exchange

each

Common Share, Preferred Share, Unit and American Depositary Share

of

BANCO SANTANDER (BRASIL) S.A.

for

0.35 of an Ordinary Share (for each Common Share or Preferred Share)

and

0.70 of an Ordinary Share (for each Unit or American Depositary Share)

of

BANCO SANTANDER, S.A.

Represented by

American Depositary Shares

Banco Santander, S.A., a company organized under the laws of the Kingdom of Spain (which we refer to as “Santander Spain”), will make an exchange offer (the “U.S. exchange offer”) pursuant to this offer to exchange/prospectus and a separate exchange offer (the “Brazilian exchange offer” and together with the U.S. exchange offer, the “exchange offers”) pursuant to other offering documents published in Brazil and made available to all holders of Santander Brasil units and Santander Brasil shares to acquire all the issued and outstanding (i) common shares (which we refer to as “Santander Brasil common shares”) of Banco Santander (Brasil) S.A. (which we refer to as “Santander Brasil”), (ii) preferred shares of Santander Brasil (which we refer to as “Santander Brasil preferred shares” and, together with Santander Brasil common shares, as “Santander Brasil shares”), (iii) units of Santander Brasil (each of which represents one Santander Brasil common share and one Santander Brasil preferred share and which we refer to as “Santander Brasil units”) and (iv) in the case of the U.S. exchange offer only, American Depositary Shares (each of which represents one Santander Brasil unit and which we refer to as “Santander Brasil ADSs,” and together with the Santander Brasil shares and the Santander Brasil units, the “Santander Brasil Securities”), in each case other than any Santander Brasil ADSs, Santander Brasil units or Santander Brasil shares owned directly or indirectly by Santander Spain, in exchange for 0.35 of a Santander Spain ordinary share for each Santander Brasil share and 0.70 of a Santander Spain ordinary share for each Santander Brasil unit or Santander Brasil ADS (which we refer to as the “exchange offer”).

All holders of Santander Brasil ADSs and U.S. holders (within the meaning of Rule 14d-1(d) under the Securities Exchange Act of 1934, as amended) of Santander Brasil units and Santander Brasil shares may tender into the U.S. exchange offer through JPMorgan Chase Bank, N.A., as the U.S. exchange agent, and will receive such Santander Spain ordinary shares in the form of American Depositary Shares representing Santander Spain ordinary shares (each of which represents one Santander Spain ordinary share and which we refer to as “Santander Spain ADSs”), which will be in book-entry form or will be evidenced by American Depositary Receipts (which we refer to as “Santander Spain ADRs”). All holders of Santander Brasil units and Santander Brasil shares (whether U.S. holders or non-U.S. holders) may tender into the Brazilian exchange offer by tendering their Santander Brasil units or Santander Brasil shares in the auction (which we refer to as the “Auction”) to be held on the BM&FBOVESPA stock exchange in Brazil (which we refer to as “Bovespa”) and will receive such Santander Spain ordinary shares in the form of Brazilian Depositary Shares representing Santander Spain ordinary shares (each of which represents one Santander Spain ordinary share and which we refer to as “Santander Spain BDSs,” and together with the Santander Spain ADSs, the “Santander Spain Depositary Shares”), which will be in book-entry form or will be evidenced by Brazilian Depositary Receipts (which we refer to as “Santander Spain BDRs”). We refer to the Santander Spain ordinary shares, Santander Spain ADSs and Santander Spain BDSs collectively as the “Santander Spain Securities”.

No fractional Santander Spain ADSs or Santander Spain BDSs will be issued in connection with the exchange offers. Instead of any such fractional Santander Spain ADSs that a tendering holder would otherwise be entitled to receive, the U.S. exchange agent will aggregate all fractional Santander Spain ADSs (or the underlying Santander Spain ordinary shares) that all tendering holders tendering through the U.S. exchange agent would otherwise be entitled to receive pursuant to the U.S. exchange offer, sell such fractional Santander Spain ADSs (or the underlying Santander Spain ordinary shares) at such times, in such manner and on such terms as the U.S. exchange agent determines in its reasonable discretion and pay the resulting cash proceeds in U.S. dollars to such tendering holders. Instead of any such fractional Santander Spain BDSs that a tendering holder would otherwise be entitled to receive, Itaú Corretora de Valores S.A. (which we refer to as the “Santander Spain BDS depositary”) will aggregate all fractional Santander Spain ordinary shares that all tendering holders tendering directly in the Auction would otherwise be entitled to receive in the form of Santander Spain BDSs pursuant to the Brazilian exchange offer, sell such fractional Santander Spain ordinary shares (at such times, in such manner and on such terms as the Santander Spain BDS depositary determines in its reasonable discretion) and pay the resulting cash proceeds in Brazilian reais to the tendering holders.

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Santander Spain expects that, consistent with prior practice, Santander Brasil will declare a dividend on Santander Brasil Securities in September (with a record date that will allow for all tendering holders of Santander Brasil Securities to receive the dividend) and Santander Spain will declare a scrip dividend on Santander Spain ordinary shares under its “Santander Dividendo Elección” program (scrip dividend scheme) with a record date of October 17, 2014. Santander Spain intends that holders of Santander Brasil Securities that tender into the exchange offers receive the value of the Santander Spain scrip dividend. Accordingly, after the Santander Spain scrip dividend has been declared, Santander Spain will amend the exchange offers to increase the exchange ratio to reflect the value of the Santander Spain scrip dividend in an amount determined by Santander Spain. If Santander Brasil declares any dividend in addition to its customary September dividend that would be payable to tendering holders, Santander Spain will amend the exchange offers to decrease the exchange ratio by the amount of such dividend. However, Santander Spain does not expect Santander Brasil to declare any such additional dividends, therefore a decrease of the exchange ratio is not likely to occur. In the case of any amendment to the U.S. exchange offer that adjusts the exchange ratio, Santander Spain will announce the new exchange ratio and, if required pursuant to SEC rules, extend the expiration time and expiration date in accordance with such rules.

The U.S.$/Brazilian reais exchange rate on September 15, 2014 was U.S.$1.00 = R$2.3401.

This offer to exchange/prospectus relates to the U.S. exchange offer and is being sent to all holders of Santander Brasil units and Santander Brasil shares that are residents of, or located in, the United States and to all holders of Santander Brasil ADSs, wherever located. Separate offering documents relating to the Brazilian exchange offer are being published in Brazil and made available to all holders of Santander Brasil units and Santander Brasil shares. SANTANDER BRASIL ADSs MAY NOT BE TENDERED IN THE BRAZILIAN EXCHANGE OFFER.

The exchange offers are being made on the terms and subject to the conditions set forth in this offer to exchange/prospectus under “The Exchange Offers” beginning on page 70 and the related letter of transmittal.

THE U.S. EXCHANGE OFFER AND WITHDRAWAL RIGHTS FOR TENDERS OF SANTANDER BRASIL ADSs, SANTANDER BRASIL UNITS AND SANTANDER BRASIL SHARES WILL EXPIRE AT [—] EASTERN TIME ([—] SÃO PAULO TIME) (THE “EXPIRATION TIME”) ON [—], 2014 (AS SUCH DATE MAY BE EXTENDED, THE “EXPIRATION DATE”), UNLESS THE U.S. EXCHANGE OFFER IS EXTENDED.

Santander Spain ordinary shares are listed on the Spanish Stock Exchanges in Madrid, Bilbao, Barcelona and Valencia (“SSE”) and quoted on the Automated Quotation System of the SSE (the “Automated Quotation System”) under the symbol “SAN.” Santander Spain ordinary shares are also listed on the London Stock Exchange (“LSE”) under the symbol “BNC,” the Milan Stock Exchange (“MSE”) under the symbol “SANT,” the Lisbon Stock Exchange (“LISE”) under the symbol “SANT,” the Buenos Aires Stock Exchange (“BASE”) under the symbol “STD,” and the Mexican Stock Exchange (“MSE”) under the symbol “SAN*.” The Santander Spain ADSs are listed on the New York Stock Exchange (“NYSE”) under the symbol “SAN.” The Santander Brasil common shares, the Santander Brasil preferred shares and the Santander Brasil units are listed on Bovespa under the symbols “SANB3,” “SANB4” and “SANB11,” respectively. The Santander Brasil ADSs are listed on the NYSE under the symbol “BSBR.” Santander Spain will submit an application to list the Santander Spain ADSs that will be issued pursuant to the U.S. exchange offer on the NYSE. On September 15, 2014, the closing price of Santander Spain ordinary shares listed on the SSE was €7.65 (equivalent to U.S.$9.88 based on the exchange rate as published by the European Central Bank on such date) and the closing price of Santander Spain ADSs listed on the NYSE was U.S.$9.83. On September 15, 2014, the closing price of Santander Brasil units, Santander Brasil common shares and Santander Brasil preferred shares listed on Bovespa was R$16.05 (equivalent to U.S.$6.86 based on the U.S.$/Brazilian reais exchange rate on such date), R$8.09 (equivalent to U.S.$3.46 based on the U.S.$/Brazilian reais exchange rate on such date) and R$7.85 (equivalent to U.S.$3.35 based on the U.S.$/Brazilian reais exchange rate on such date), respectively, and the closing price of Santander Brasil ADSs on the NYSE was U.S.$6.81.

As of July 31, 2014, Santander Spain owned, directly or indirectly, approximately 75.34% of Santander Brasil’s total capital.

See the “Risk Factors” section of this offer to exchange/prospectus beginning on page 40 for a discussion of various risk factors that you should consider before deciding whether or not to tender your Santander Brasil shares, Santander Brasil units and/or Santander Brasil ADSs into the U.S. exchange offer.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities to be issued in the transactions described in this offer to exchange/prospectus or passed upon the adequacy or accuracy of this offer to exchange/prospectus. Any representation to the contrary is a criminal offense.

The date of this offer to exchange/prospectus is [—], 2014

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This offer to exchange/prospectus incorporates by reference important business and financial information about Santander Spain and Santander Brasil that is contained in their filings with the SEC but which is not included in, or delivered with, this offer to exchange/prospectus. This information is available on the SEC’s website at www.sec.gov and from other sources. For more information about how to obtain copies of these documents, see the “Where You Can Find More Information” section of this offer to exchange/prospectus beginning on page 16. Santander Spain will also make copies of this information available to you without charge upon your written or oral request to D.F. King & Co., Inc. at 48 Wall Street, New York, New York 10005. In order to receive timely delivery of these documents, you must make such a request no later than five business days before the then-scheduled expiration date of the U.S. exchange offer. This deadline is currently [—], 2014 because the expiration date of the exchange offers is currently [—], 2014 but the actual deadline will be different if the U.S. exchange offer is extended.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSED EXCHANGE OFFERS

The summary term sheet in question and answer format set forth below highlights selected information about the exchange offers that is included elsewhere in this offer to exchange/prospectus. It does not, however, contain all of the information included in, or incorporated by reference into, this offer to exchange/prospectus and the related letter of transmittal and you should read and consider all such information carefully before deciding whether or not to tender your Santander Brasil shares (as defined below), Santander Brasil units (as defined below) or Santander Brasil ADSs (as defined below) into the exchange offers.

As of July 31, 2014, Santander Spain owned, directly or indirectly, approximately 75.34% of Santander Brasil’s total capital.

Santander Spain is conducting an exchange offer (the “U.S. exchange offer”) pursuant to which it will deliver Santander Spain ordinary shares to holders of Santander Brasil shares, Santander Brasil units and Santander Brasil ADSs tendered into, and not withdrawn from, the U.S. exchange offer through JPMorgan Chase Bank, N.A. (which we refer to as “JPMorgan Chase Bank”), acting as the U.S. exchange agent for the U.S. exchange offer (which we refer to as the “U.S. exchange agent”), in the form of American Depositary Shares representing Santander Spain ordinary shares (each of which represents one Santander Spain ordinary share and which we refer to as the “Santander Spain ADSs”), which will be in book-entry form or will be evidenced by American Depositary Receipts (which we refer to as the “Santander Spain ADRs”). The U.S. exchange offer is available to all holders of Santander Brasil ADSs and to U.S. holders of Santander Brasil units and Santander Brasil shares.

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Santander Spain is conducting a separate exchange offer (the “Brazilian exchange offer” and together with the U.S. exchange offer, the “exchange offers”) pursuant to which it will deliver Santander Spain ordinary shares to holders of Santander Brasil shares and Santander Brasil units tendered into, and not withdrawn from, the Brazilian exchange offer through the auction (which we refer to as the “Auction”) to be held on the BM&FBOVESPA stock exchange in Brazil (which we refer to as “Bovespa”) in the form of Brazilian Depositary Shares representing Santander Spain ordinary shares (each of which represents one Santander Spain ordinary share and which we refer to as the “Santander Spain BDSs,” and together with the Santander Spain ADSs, the “Santander Spain Depositary Shares”), which will be in book-entry form or will be evidenced by Brazilian Depositary Receipts (which we refer to as the “Santander Spain BDRs”). The Brazilian exchange offer is available to all holders of Santander Brasil units and Santander Brasil shares (whether U.S. holders or non-U.S. holders).

We refer to the Santander Spain ordinary shares, Santander Spain ADSs and Santander Spain BDSs collectively in this offer to exchange/prospectus as the “Santander Spain Securities.”

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Instead of any such fractional Santander Spain ADSs that you would otherwise be entitled to receive in the U.S. exchange offer, the U.S. exchange agent will aggregate all fractional Santander Spain ADSs (or the underlying Santander Spain ordinary shares) that all tendering holders tendering through the U.S. exchange agent would otherwise be entitled to receive pursuant to the U.S. exchange offer, sell such fractional Santander Spain ADSs (or the underlying Santander Spain ordinary shares) at such times, in such manner and on such terms as the U.S. exchange agent determines in its reasonable discretion and pay the resulting cash proceeds in U.S. dollars to such tendering holders.

Instead of any such fractional Santander Spain BDSs that you would otherwise be entitled to receive in the Brazilian exchange offer, the Santander Spain BDS depositary will aggregate all fractional Santander Spain ordinary shares that all tendering holders tendering directly in the Auction would otherwise be entitled to receive in the form of Santander Spain BDSs pursuant to the Brazilian exchange offer, sell such fractional Santander Spain ordinary shares (at such times, in such manner and on such terms as the Santander Spain BDS depositary determines in its reasonable discretion) and pay the resulting cash proceeds in Brazilian reais to such tendering holders.

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In deciding which method you should use to tender your Santander Brasil shares or Santander Brasil units into the exchange offers, you should consider the following:

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For more information on the Brazilian and U.S. tax consequences of the various methods of tendering your Santander Brasil ADSs, Santander Brasil units or Santander Brasil shares, see “The Exchange Offers—Tax Consequences” section of this offer to exchange/prospectus beginning on page 92.

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If you hold Santander Brasil units indirectly through a broker, dealer, commercial bank, trust company or other nominee and you would like to tender them into the U.S. exchange offer through the U.S. exchange agent in the form of Santander Brasil ADSs, you must instruct your broker, dealer, commercial bank, trust company or other nominee to arrange for your Santander Brasil units to be deposited with the custodian of the Santander Brasil ADS depositary for the Santander Brasil ADR program and thereafter to tender the Santander Brasil ADSs representing your Santander Brasil units on your behalf through the U.S. exchange agent using the procedures described below under “The Exchange Offers—Procedure for Tendering—Holders of Santander Brasil ADSs” section of this offer to exchange/prospectus beginning on page 78. (If you hold Santander Brasil shares indirectly through a broker, dealer, commercial bank, trust company or other nominee and you would like to tender them into the U.S. exchange offer through the U.S. exchange agent in the form of Santander Brasil ADSs, you will need to first instruct your broker, dealer, commercial bank, trust company or other nominee to convert your Santander Brasil shares into Santander Brasil units as described in “How do I convert Santander Brasil shares into Santander Brasil units?” and then take the actions described in the preceding sentences.) You must ensure that your broker, dealer, commercial bank, trust company or other nominee receives your instructions and any required documentation sufficiently in advance of the expiration time so that it can effect such deposit and tender on your behalf prior to the expiration time and you must pay any fees or commissions charged by such broker, dealer, commercial bank, trust company or other nominee to make such deposit or tender.

(i) a duly executed and properly completed share transfer order (“Transferência de Ações Escriturais/Nominativas”, which we refer to as “OTA”) included with the enclosed letter of transmittal;

(ii) if the OTA is executed by your representative, appropriate documentation evidencing the authority of such representative to execute the OTA on your behalf;

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(iii) the updated registry number that will link the Registry of Resident or Non-Resident Individuals and Legal Entities of the Central Bank of Brazil (which we refer to as “CADEMP”) of the investor and Santander Brasil with the Central Bank of Brazil (which we refer to as “RDE-IED”); and

(iv) all other required documentation, to Santander Brasil, acting as its own share registrar (which we refer to as the “Brazilian share registrar”), at Banco Santander (Brasil) S.A., Shareholders Records and Services Dept., (Serv. de Registro e Atendimento a Acionistas), Attn: Aparecido Dimondo or Wilson Gonçalves da Cruz, Rua Amador Bueno, 474—Bloco D, 2º andar—Santo Amaro, São Paulo—SP, 04752-005, Federative Republic of Brazil.

If the OTA is executed within Brazil, the signatures of the signing parties must be notarized by a notary public licensed in Brazil. If the OTA is executed outside Brazil, the signatures of the signing parties must be notarized by a notary public licensed under the laws of the jurisdiction in which the OTA is executed and the signature of such notary public must be authenticated by a consular official of Brazil with competent jurisdiction. The OTA is required under Brazilian law to be executed in Portuguese. Therefore, the OTA has been prepared in Portuguese and a certified English translation is being provided for your reference.

While you may withdraw any Santander Brasil shares or Santander Brasil units you tender through the U.S. exchange agent at any time prior to the expiration time by providing a written notice of withdrawal to the U.S. exchange agent, by signing the OTA you will irrevocably authorize the Brazilian share registrar to impose a stop transfer order on all of the Santander Brasil shares or Santander Brasil units you tender through the U.S. exchange agent, which will prevent you from being able to transfer such shares from the date you sign the OTA until the date that the U.S. exchange offer is completed or terminated.

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For more information on the procedure for tendering, the time and expense of tendering, the timing of the exchange offers, extensions of the exchange offers and your rights to withdraw your Santander Brasil shares, Santander Brasil units and/or Santander Brasil ADSs from the exchange offers prior to the expiration time, see “The Exchange Offers” section of this offer to exchange/prospectus beginning on page 70.

Once the steps described above have been completed, you will be able to deposit your Santander Brasil units with the Santander Brasil ADS depositary as described in “How do I tender my Santander Brasil shares, Santander Brasil units or Santander Brasil ADSs in the exchange offers?”

No taxes apply in Brazil to the conversion of Santander Brasil shares into Santander Brasil units.

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Bovespa. After completion of the Brazilian exchange offer, any outstanding Santander Brasil shares and Santander Brasil units will continue to trade on Bovespa. However, Santander Brasil will be moved from the special listing segment of Bovespa known as Corporate Governance Level 2 (which we refer to as the “Level 2 Segment”) to the traditional segment of Bovespa (which we refer to as the “Traditional Segment”). Companies listed on the Level 2 Segment are required to have a public float of at least 25% of their total capital and, in addition to the obligations imposed by Brazilian Corporation Law on companies that are not listed on any of Bovespa’s special segments, are subject to, among other things, the following requirements (which are known as cláusulas mínimas estatutárias (minimum bylaws requirements) and must be reflected

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in the companies’ bylaws): (i) in the event of a direct or indirect change of control through a transaction or a series of related transactions, the acquiror is required to make a public offer to acquire the shares of the minority shareholders for the same consideration, on a per share basis, offered in connection with the acquisition of the controlling block; (ii) grant voting rights to the holders of preferred shares in connection with (a) the implementation of certain corporate actions, including conversions, mergers and spin-offs; (b) the execution of agreements with controlling shareholders and related parties; and (c) the valuation of in-kind capital contributions; (iii) have a board of directors consisting of at least five members, of which at least 20% must be independent; (iv) limit the term of the members of the board of directors to a unified term of no more than two years; (v) separate the roles of chairman of the board of directors and chief executive officer; (vi) in the event of a tender offer, have the board of directors express an opinion in favor or against acceptance of the tender offer, and (vii) submit to the jurisdiction of Bovespa’s Market Arbitration Chamber for the resolution of any disputes between the company and its investors. After completion of the Brazilian exchange offer, Santander Brasil will no longer be required to comply with the obligations that are specific to companies listed on the Level 2 Segment. Santander Spain does not currently have any plans to alter the corporate governance practices currently applying to Santander Brasil’s board of directors or modify the minimum bylaws requirements. However, the move from the Level 2 Segment to the Traditional Segment may negatively affect liquidity of the Santander Brasil shares and Santander Brasil units.

In order to exercise such put right during the subsequent three-month period, holders of Santander Brasil shares and Santander Brasil units that would have been entitled to tender into the Brazilian exchange offer through the Auction prior to the expiration date should (i) send a written notification to Santander Spain with a copy to the Book-Entry Shares Department of Santander Brasil in its capacity as instituição intermediária (intermediary institution) for purposes of the Brazilian exchange offer (the “Intermediary Institution” ) and (ii) visit a branch of the Intermediary Institution in Brazil in person or through an attorney-in-fact and execute an exchange security agreement, copies of which will be available at such branches.

In order to exercise such put right during the subsequent three-month period, holders of Santander Brasil shares and Santander Brasil units that would have been entitled to tender into the U.S. exchange offer through the U.S. exchange agent prior to the expiration date and holders of Santander Brasil ADSs should follow the same procedures for tendering securities that apply prior to the expiration date.

If the put right is triggered, holders of Santander Brasil Securities will be entitled to tender their Santander Brasil shares, Santander Brasil units and/or Santander Brasil ADSs during the subsequent three-month period as follows. Santander Spain will announce five successive tendering periods of 13 business days each during the three-month subsequent offering period, with the first tendering period commencing on the first day of the subsequent offering period, which will be the first business day after the expiration date. The final

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tendering period may be less than 13 business days if there are fewer than 13 business days then remaining in the three-month period. We expect that holders exercising their put right during any such tendering period will receive the Santander Spain ADSs and/or Santander Spain BDSs that they are entitled to receive pursuant to the exercise of such put right by the tenth business day following the last day of such tendering period.

Holders exercising the put right that have tendered Santander Brasil Securities during a tendering period will be entitled to withdraw tendered Santander Brasil Securities at any time prior to the end of such tendering period.

Santander Spain will announce the dates of the tendering periods at the time it announces whether or not this additional three-month period will be available.

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Prior to [—] p.m. Eastern time ([—] p.m. São Paulo Time) on the expiration date, holders of Santander Brasil shares and/or Santander Brasil units tendering into the Brazilian exchange offer through the Auction will transfer their Santander Brasil shares and/or Santander Brasil units to the custody of the Central Depositary to enable their brokers to sell their Santander Brasil shares or Santander Brasil units in the Auction on their behalf.

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WHERE YOU CAN FIND MORE INFORMATION

Each of Santander Spain and Santander Brasil files with, and furnishes to, the SEC reports and other information. You may read and copy these reports and other information at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of these reports and other information by mail from the SEC at the above address at prescribed rates or at the Internet website maintained by the SEC, which contains reports, proxy and information statements regarding issuers that file electronically with the SEC, at www.sec.gov. You may also inspect certain reports and other information concerning Santander Spain and Santander Brasil at the offices of the New York Stock Exchange LLC (which we refer to as the “NYSE”) located at 20 Broad Street, New York, New York 10005.

Santander Spain makes available free of charge through its website accessible at www.santander.com certain of Santander Spain’s reports and other information filed with or furnished to the SEC. With the exception of the reports specifically incorporated by reference in this document as set forth in “Incorporation of Certain Information By Reference,” material contained on or accessible through Santander’s website is not incorporated into this document. You may also request a copy of Santander Spain’s filings at no cost, by writing or calling Santander Spain at the following address:

Banco Santander, S.A.

New York Branch

45 East 53^rd Street

New York, New York 10022

Attention: Investor Relations

Telephone: (212) 350-3681

or

Banco Santander, S.A.

Ciudad Grupo Santander

Avenida de Cantabria, s/n

Edificio Pereda, 1a planta

28660 Boadilla del Monte

Madrid, Spain

Attention: Investor Relations

Telephone: +34 91 259 6514

or

Banco Santander, S.A.

Av. Juscelino Kubitschek, 2235—12º andar

Vila Olímpia

São Paulo, SP 04543 011

Federative Republic of Brazil

Attention: Investor Relations

Telephone: +55 11 3553 5664

Attention: Shareholders Relations

Telephone: +54 11 0800 286 8787

Santander Spain has filed with the SEC a registration statement on Form F-4 (which we refer to as the “Registration Statement”) to register under the Securities Act the offer and sale of Santander Spain ordinary shares pursuant to the U.S. exchange offer to holders of Santander Brasil ADSs, holders of Santander Brasil units

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and holders of Santander Brasil shares to be tendered into the U.S. exchange offer through the U.S. exchange agent and to register the offer and sale of Santander Spain BDSs pursuant to the Brazilian exchange offer to U.S. holders of Santander Brasil units and Santander Brasil shares to be tendered into the Brazilian exchange offer through the Auction on Bovespa. This offer to exchange/prospectus forms a part of that Registration Statement. Santander Spain has also filed with the SEC a statement on Schedule TO pursuant to Rule 14d-3 under the Exchange Act furnishing certain information with respect to the exchange offers. In addition, JPMorgan Chase Bank, the Santander Spain ADS depositary, will file a registration statement on Form F-6, to register with the SEC the Santander Spain ADSs to be issued in connection with the U.S. exchange offer. The Registration Statement, the Schedule TO and the Form F-6 and any amendments thereto will be available for inspection and copying as set forth above.

DOCUMENTS INCORPORATED BY REFERENCE ARE ALSO AVAILABLE FROM SANTANDER SPAIN WITHOUT CHARGE UPON REQUEST TO D.F. KING & CO., INC., AT 48 WALL STREET, NEW YORK, NEW YORK, 10005, ONLINE AT WWW.DFKING.COM/SANTANDER, COLLECT AT (212) 269-5550 OR TOLL FREE AT (800) 735-3107. IN ORDER TO ENSURE TIMELY DELIVERY OF ANY OF THESE DOCUMENTS, ANY REQUEST SHOULD BE SUBMITTED NO LATER THAN FIVE BUSINESS DAYS PRIOR TO THE THEN-SCHEDULED EXPIRATION DATE OF THE EXCHANGE OFFERS. THIS DEADLINE IS CURRENTLY [—], 2014 BECAUSE THE EXPIRATION DATE OF THE EXCHANGE OFFERS IS CURRENTLY [—], 2014 BUT THE ACTUAL DEADLINE WILL BE DIFFERENT IF THE EXCHANGE OFFERS ARE EXTENDED. IF YOU REQUEST ANY INCORPORATED DOCUMENTS FROM SANTANDER SPAIN, SANTANDER SPAIN WILL MAIL THEM TO YOU BY FIRST CLASS MAIL, OR OTHER EQUALLY PROMPT MEANS, WITHIN ONE BUSINESS DAY AFTER SANTANDER SPAIN RECEIVES YOUR REQUEST.

Santander Spain has not authorized anyone to give any information or make any representation about the exchange offers that is different from, or in addition to, the information contained in this offer to exchange/prospectus or in any materials incorporated by reference into this offer to exchange/prospectus. The information contained in this offer to exchange/prospectus speaks only as of the date of this offer to exchange/prospectus unless the information specifically indicates that another date applies.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

As allowed by the SEC, this offer to exchange/prospectus does not contain all of the information that is deemed to be included in this offer to exchange/prospectus. This is because the SEC allows Santander Spain to “incorporate by reference” into this offer to exchange/prospectus certain reports and other documents that Santander Spain and Santander Brasil file with, or furnish to, the SEC both before and after the date of this offer to exchange/prospectus. The reports and other documents incorporated by reference into this offer to exchange/prospectus contain important information concerning Santander Spain and Santander Brasil and the information contained in those reports and other documents incorporated by reference herein (except to the extent superseded by information expressly contained herein) is deemed to form part of this offer to exchange/prospectus even though such information is not physically included herein.

This offer to exchange/prospectus incorporates by reference the following documents filed with, or furnished to, the SEC by Santander Spain or Santander Brasil prior to the date of this offer to exchange/prospectus:

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In addition, all annual reports on Form 20-F that Santander Spain and Santander Brasil file with the SEC and all reports on Form 6-K that Santander Spain and Santander Brasil furnish to the SEC indicating that they are so incorporated by reference into this offer to exchange/prospectus, in each case after the date of this offer to exchange/prospectus and prior to the expiration or termination of the exchange offer, will also be incorporated by reference into this offer to exchange/prospectus. Any information contained in, or incorporated by reference into, this offer to exchange/prospectus prior to the filing with, or furnishing to, the SEC of any such report after the date of this offer to exchange/prospectus shall be deemed to be modified or superseded to the extent that the disclosure in such report modifies or supersedes such information.

Upon your request, Santander Spain’s information agent will provide to you without charge copies of any or all reports and documents described above that are incorporated by reference into this offer to exchange/prospectus (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference). Requests for such copies should be directed to Santander Spain’s information agent, D.F. King & Co., Inc., at 48 Wall Street, New York, New York 10005. To obtain timely delivery of any of these documents, you must request them no later than five business days before the then scheduled expiration date of the exchange offers. This deadline is currently [—], 2014 because the expiration date of the exchange offers is currently [—], 2014 but the actual deadline will be different if the exchange offers are extended.

Santander Spain has provided only the information contained in, or incorporated by reference into, this offer to exchange/prospectus in deciding whether or not to accept the exchange offers. Santander Spain has not authorized anyone to provide you with any information that is different from what is contained in, or incorporated by reference into, this offer to exchange/prospectus. The information contained in, or incorporated by reference into, this offer to exchange/prospectus is accurate only as of its date. You should not assume that such information is accurate as of any other date and neither the mailing of this offer to exchange/prospectus to you nor the issuance of Santander Spain ADSs or Santander Spain BDSs in connection with the exchange offers shall create any implication to the contrary.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This offer to exchange/prospectus contains or incorporates by reference “forward-looking statements” regarding the intent, belief or current expectations of Santander Spain, Santander Brasil and their respective directors and officers about Santander Spain, Santander Brasil, their respective subsidiaries and their respective businesses. Generally, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “plan,” “seek,” “continue” or similar expressions identify forward-looking statements.

Forward-looking statements are statements that are not historical facts. Rather, they are based on current plans, estimates and projections and involve inherent known and unknown risks, uncertainties and other factors, many of which are outside Santander Spain’s and Santander Brasil’s control and difficult to predict, that may cause actual results or developments to differ materially from any future results or developments expressed by or implied from forward-looking statements. Therefore, you should not place undue reliance on them. These risks and uncertainties include in particular those described in the documents Santander Spain and Santander Brasil have filed with the SEC that are incorporated by reference into this offer to exchange/prospectus and the following:

Economic and Industry Conditions

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Political and Governmental Factors

Transaction and Commercial Factors

Operating Factors

Santander Spain cautions that any forward-looking statements contained or incorporated by reference in this offer to exchange/prospectus are further qualified by the risk factors contained or incorporated by reference in this offer to exchange/prospectus that could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements speak only as of the date they were made and, except as required by Rule 14d-3(b) under the Exchange Act, Santander Spain does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should read carefully the risk factors described in the “Risk Factors” section of this offer to exchange/prospectus beginning on page 40.

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EXCHANGE RATE INFORMATION

For your convenience, this offer to exchange/prospectus contains conversions of euro and Brazilian reais amounts into U.S. dollars at specified exchange rates. The U.S. dollar conversions for Brazilian reais are based on the U.S.$/Brazilian reais exchange rate applicable on the dates indicated. The U.S. dollar conversions for euros are based on the exchange rate applicable on the dates indicated as published by the European Central Bank. These conversions are not representations that such Brazilian reais or euro amounts actually represent these U.S. dollar amounts or could be converted to U.S. dollars at the rates indicated.

The U.S.$/euro exchange rate on September 15, 2014 was €0.77 per U.S. dollar and the U.S.$/Brazilian reais exchange rate on September 15, 2014 was R$2.3401 per U.S. dollar.

The following tables set forth, for the periods indicated, information concerning the U.S.$/Brazilian reais exchange rate expressed in Brazilian reais per U.S. dollar and the U.S.$/euro exchange rate expressed in euros per U.S. dollar. Such rates are provided solely for your convenience. They are not necessarily the rates used by Santander Brasil or Santander Spain in the preparation of their financial statements. No representation is made that Brazilian reais or euro amounts actually represent or could be converted into U.S. dollars at the rates indicated below.

U.S.$/Euro Exchange Rates of U.S. Dollars Per Euro

U.S.$/Brazilian reais exchange rates of U.S. dollars per Brazilian reais

The tables below show the high and low U.S.$/Brazilian reais exchange rate expressed in Brazilian reais per U.S. dollar and the euro exchange rate expressed in euros per U.S. dollar for each month during the six months prior to the date of this offer to exchange/prospectus.

U.S.$/Euro Exchange Rates of U.S. Dollars Per Euro

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U.S.$/Brazilian reais exchange rates of U.S. dollars per Brazilian reais

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