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Banco Santander Intends To Fully Acquire Santander Mexico - Quick Facts

Banco Santander, S.A. (BNC.L,BSBR,SAN) announced it intends to make an offer to acquire all shares of Santander Mexico, not already held by the Santander Group, representing up to approximately 25% of Santander Mexico's share capital. The exchange offer is expected to be launched and settled in the second half of the year. Shareholders who accept the offer at the expected consideration would receive 0.337 newly issued shares of Banco Santander for every share of Santander Mexico and 1.685 American Depositary Shares of Banco Santander for every ADS of Santander Mexico.

If all shares held by minority shareholders were tendered in the offer, Banco Santander would have to issue approximately 572 million shares at the currently expected consideration, which represents 3.5% of Banco Santander's current share capital. The Group noted that the offer will be voluntary and, therefore, minority shareholders of Santander Mexico may choose whether or not to participate in the transaction.

Banco Santander does not currently intend to seek the delisting of Santander Mexico from either the Mexican Stock Exchange or the NYSE.

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