INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS MAY CONSTITUTE FEDERAL CRIMINAL VIOLATIONS.

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)

Instructions:

• This Certification 1 must be signed by a senior officer of the applicant.

• (1) after due inquiry, I have reasonably determined that the applicant has developed and implemented written policies and procedures reasonably designed to prevent violation of federal securities laws and the rules thereunder, and
• (2) I have documented the process by which I reached such determination.

FORM SBSE-C

Certification

Applicant Name:  Banco Santander, S.A.

Date:     SEC Filer No: 

INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS MAY CONSTITUTE FEDERAL CRIMINAL VIOLATIONS.

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)

Instructions:

• This certification must be signed by the applicant's Chief Compliance Officer designated pursuant to Exchange Act Section 15F(k) or by his or her designee.
• For purposes of this Form, the term associated person shall have the meaning as specified in Section 3(a)(70) of the Exchange Act [15 U.S.C. 78c(a)(70)].

• (a) has performed background checks on all of its associated persons who are natural persons and who effect or are involved in effecting security-based swaps on its behalf, and
• (b) neither knows, nor in the exercise of reasonable care should have known, that any associated person who effects or is involved in effecting security-based swaps on its behalf is subject to a statutory disqualification, as described in Sections 3(a)(39)(A) through (F) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(39)(A) – (F)), unless otherwise specifically provided by rule, regulation or order of the Commission.