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IMPORTANT NOTICE
IMPORTANT: You
must read the following disclaimer before continuing.
The following disclaimer applies to the attached offer to purchase (as it may be supplemented or amended from time to time,
the Offer to Purchase) and you are therefore required to read this disclaimer page carefully before accessing, reading or making any other
use of the Offer to Purchase. By accessing, reading or making any other use of the Offer to Purchase, you agree (in addition to giving the
representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you
receive any information from Banco Santander, S.A. in its capacity as offeror (the Offeror), and Santander US Capital Markets LLC in its
capacity as Dealer Manager (the Dealer Manager) or D.F. King & Co., Inc. (the Tender Agent) or their affiliates or agents as a result of
such access.
Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Offer to Purchase.
THE OFFER TO PURCHASE MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER.
THE OFFER TO PURCHASE MAY ONLY BE DISTRIBUTED TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE OFFER TO PURCHASE. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THE OFFER TO PURCHASE IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY
RESULT IN A VIOLATION OF THE APPLICABLE LAWS OF THE UNITED STATES OR OTHER JURISDICTIONS.
Confirmation of your representation:
In order to be eligible to view the Offer to Purchase or make an investment decision with respect to the Offer (as defined below), you must be
able to participate lawfully in the invitations by the Offeror to holders of the Securities (as defined below) to tender their Securities for
purchase by the Offeror for cash (the Offer) on the terms and subject to the conditions set out in the Offer to Purchase, including the
offer and distribution restrictions set out therein (the The OfferCertain Matters Relating to Non-U.S. Jurisdictions).
The Offer to Purchase was sent at your request and by accessing the Offer to Purchase you shall be deemed to have represented to the Offeror,
the Dealer Manager and the Tender Agent that:
(i)
you are a holder or a beneficial owner of 4.750% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities issued by
the Offeror (CUSIP No. 05971K AH2 / ISIN: US05971KAH23) (the Securities);
(ii)
you are a person to whom it is lawful to send the Offer to Purchase or to make an invitation pursuant to the Offer under all applicable laws;
(iii)
you consent to delivery of the Offer to Purchase to you by electronic transmission; and
(iv)
you are not a Sanctions Restricted Person.
The Offer to Purchase has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or
changed during the process of transmission and consequently none of the Offeror, the Dealer Manager, the Tender Agent or any person who controls,
or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any
difference between the Offer to Purchase distributed to you in electronic format and the hard copy version available to you on request from the
Dealer Manager or the Tender Agent.
Any materials relating to the Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place
where such offers or solicitations are not permitted by law. In those jurisdictions where securities or other laws require the Offer to be made by
a licensed broker or dealer and the Dealer Manager or, where the context so requires, any of their respective affiliates are such licensed brokers
or dealers in that jurisdiction, the Offer shall be deemed to be made on behalf of the Offeror by the Dealer Manager or affiliate
(as the case may be) in such jurisdiction.
Restrictions:
Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in any circumstances in
which such offer or solicitation would be unlawful.
The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to
Purchase comes are required by the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such
restrictions.
You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk.
It is your responsibility to take precautions to ensure that this electronic communication is free from viruses and other items of a
destructive nature.
By clicking "I AGREE"
below, you acknowledge that you are a Person with Interest in the
Securities entitled to view the contents of
this website and you acknowledge and agree to the terms and
conditions set forth above. Specifically, by clicking "I AGREE"
below, you acknowledge that you are a person into whose possession
the Offer Document may be lawfully delivered in accordance
with the laws of the jurisdiction in which you are located. If you do not acknowledge and agree, you are not
entitled to enter website. If this is the case you must leave the
website by clicking "I DISAGREE" below.
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