Banco Santander : 2016 Notice of annual general meeting

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BANCO SANTANDER, S.A.

Ordinar y gen eral sh areho lders' meetin g

The board of directors of this Bank has resolved to call the shareholders to the ordinary general shareholders' meeting to be held in Santander, at the Palacio de Exposiciones y Congresos (Avenida del Racing, s/n), on 18 March 2016 at 9:30 a.m., on second call, in the event that, due to failure to reach the required quorum, such meeting cannot be held on first call, which is also hereby convened to be held at the same place and time on 17 March 2016, in order for the shareholders to consider and resolve upon items One through Fourteen, and also to provide a consultative vote on item Fifteen of the following

AGENDA

One.- Annual accounts and corporate management.

One A. Examination and, if appropriate, approval of the annual accounts (balance sheet, profit and loss statement, statement of recognised income and expense, statement of changes in total equity, cash flow statement, and notes) of Banco Santander, S.A. and its consolidated Group, all with respect to the Financial Year ended 31 December 2015.

One B. Examination and, if appropriate, approval of the corporate management for Financial Year 2015.

Two.- Application of results obtained during Financial Year 2015.

Three.- Board of directors: appointment, re-election or ratification of directors.

Three A. Ratification of appointment of Ms Belén Romana García.

Three B. Ratification of appointment of Mr Ignacio Benjumea Cabeza de Vaca.

Three C. Re-election of Ms Sol Daurella Comadrán.

Three D. Re-election of Mr Ángel Jado Becerro de Bengoa.

Three E. Re-election of Mr Javier Botín-Sanz de Sautuola y O'Shea.

Three F. Re-election of Ms Isabel Tocino Biscarolasaga.

Three G. Re-election of Mr Bruce Carnegie-Brown.

Four.- Appointment of the external auditor for Financial Years 2016, 2017 and 2018.

Five.- Amendment of the following articles of the Bylaws:

Five A. Amendment of article 23 (power and duty to call a meeting), related to the general shareholders' meeting.

Five B. Amendment of articles regarding the board of directors: article 40 (creation of shareholder value) and article 45 (secretary of the board).

Five C. Amendment of articles regarding the committees of the board: article 50 (committees of the board of directors), article 53 (audit committee), article 54 (appointments committee), article 54 bis (remuneration committee) and article 54 ter (risk supervision, regulation and compliance committee).

Six.- Amendment of the following articles of the Rules and Regulations for the General Shareholders' Meeting:

Six A. Amendment of article 6 (information available as of the date of the call to meeting), relating to the publication of information regarding the general shareholders' meeting.

Six B. Amendment of article 21 (voting on proposed resolutions), relating to the procedure at the general shareholders' meeting.

Seven.- Delegation to the board of directors of the power to carry out the resolution to be adopted by the shareholders at the meeting to increase the share capital pursuant to the provisions of section 297.1.a) of the Spanish Capital Corporations Law, depriving of effect the authorisation conferred under resolution Seven II) adopted at the ordinary general shareholders' meeting of 27 March 2015.

Eight.- Increase in share capital by such amount as may be determined pursuant to the terms of the resolution, by means of the issuance of new ordinary shares having a par value of one-half (0.5) euro each, with no share premium, of the same class and series as those that are currently outstanding, with a charge to reserves. Offer to acquire bonus share rights (derechos de asignación gratuita) at a guaranteed price. Express provision for the possibility of less than full allotment. Delegation of powers to the board of directors, which may in turn delegate such powers to the executive committee, to establish the terms and conditions of the increase as to all matters not provided for by the shareholders at this general shareholders' meeting, to take such actions as may be required for implementation thereof, to amend the text of sections 1 and 2 of article 5 of the Bylaws to reflect the new amount of share capital, and to execute such public and private documents as may be necessary to carry out the increase. Application to the appropriate domestic and foreign authorities for admission to trading of the new shares on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges through Spain's Automated Quotation System (Mercado Continuo) and on the foreign Stock Exchanges on which the shares of Banco Santander are listed (currently Lisbon, London, Milan, Warsaw, Buenos Aires, Mexico and New York through American Depositary Shares (ADSs), and São Paulo through Brazilian Depositary Receipts (BDRs)) in the manner required by each of such Stock Exchanges.

Nine.- Delegation to the board of directors of the power to issue non-convertible fixed-income securities, preferred interests or debt instruments of a similar nature (including certificates, promissory notes and warrants), rescinding to the extent of the unused amount the delegations in force conferred by the

shareholders acting at previous general shareholders' meetings in such respect.

Ten.- Director remuneration policy.

Eleven.- Director remuneration system: setting of the maximum amount of total annual remuneration of directors in their capacity as directors.

Twelve.- Remuneration system: approval of maximum ratio between fixed and variable components of total remuneration of executive directors and other employees belonging to categories which professional activities impact significantly on the risk profile.

Thirteen.- Approval of the application of remuneration plans which entail the delivery of shares or options on shares:

Thirteen A. First cycle of the Deferred Multiyear Objectives Variable Remuneration Plan.

Thirteen B. Sixth cycle of the Deferred and Conditional Variable Remuneration Plan.

Thirteen C. Application of Santander Group's buy-out policy.

Thirteen D. Plan for employees of Santander UK plc. and other companies of the Group in the United Kingdom by means of options on shares of the Bank linked to the contribution of periodic monetary amounts and to certain continuity requirements.

Fourteen.- Authorisation to the board of directors to interpret, remedy, supplement, implement and develop the resolutions approved by the shareholders at the meeting, as well as to delegate the powers received from the shareholders at the meeting, and grant of powers to convert such resolutions into notarial instruments.

Fifteen.- Annual director remuneration report.

At the general shareholders' meeting, the shareholders will receive a report on the amendments to the Rules and Regulations of the Board of Directors approved since the holding of the last general shareholders' meeting.

SUPPLEMENT TO THE CALL TO MEETING

Shareholders representing at least three per cent of the share capital may request the publication of a supplement to this call, including one or more items on the agenda. This right must be exercised by means of certified notice that must be received at the Company's registered office within five days of the publication of this notice of the call to meeting, with a statement of the name of the shareholders exercising such right and of the number of shares held by them, as well as of the items to be included on the agenda, attaching a rationale or substantiated proposals for resolutions concerning such items and, if appropriate, any other relevant documentation. The

same shareholders holding at least three per cent of the share capital may, by certified notice to be received at the registered office of the Company within five days of the publication of this notice of the call to meeting, submit duly grounded proposed resolutions concerning matters that are already included or must be included on the agenda, all as provided in section 519.3 of the Spanish Capital Corporations Law (Ley de Sociedades de Capital). The foregoing is without prejudice to the right of any shareholder, during the course of the general shareholders' meeting, to make alternative proposals pursuant to the provisions of the Spanish Capital Corporations Law or proposals concerning items that need not be included on the agenda.

PARTICIPATION OF A NOTARY AT THE MEETING

The board of directors has resolved to request the presence of a Notary Public to record the minutes of the meeting pursuant to section 203 of the Spanish Capital Corporations Law, read together with article 101 of the Regulations of the Commercial Registry and article 4.2 of the Rules and Regulations for the General Shareholders' Meeting.

RIGHT TO ATTEND THE MEETING

Every holder of any number of the Bank's shares registered in the shareholder's name five days prior to the date on which the general shareholders' meeting is to be held and who meets the other requirements established in the Bylaws has the right to attend this meeting. Such right to attend may be delegated pursuant to the provisions governing this matter under sections 184 and 522 et seq. of the Spanish Capital Corporations Law, the Bylaws and the Rules and Regulations for the General Shareholders' Meeting.

PROXY-GRANTING, DISTANCE VOTING AND REMOTE ATTENDANCE AT THE MEETING

Shareholders having the right to attend may grant a proxy and exercise their voting rights through remote means of communication and prior to the holding of the meeting, pursuant to the provisions of articles 27 and 34 of the Bylaws and articles 8 and 20 of the Rules and Regulations for the General Shareholders' Meeting and on the terms and conditions described in the "Shareholders' general meeting" section of the Bank's corporate website (www.santander.com). The mechanisms for the exercise of voting rights and proxy-granting prior to the meeting by electronic means will cease operation on the Bank's corporate website (www.santander.com), at the Bank's Internet address www.juntasantander.com and on the "Santander Shareholders and Investors" (Santander Accionistas e Inversores) application for compatible mobile devices at 6:00 p.m. on 16 March 2016.

In addition, as permitted by the provisions of section 6 of article 34 of the Bylaws and the Additional Provision of the Rules and Regulations for the General Shareholders' Meeting, the board has resolved that attendance at the meeting is also possible through the use of data transmission means that allow for real-time connection with the premises where the meeting is held ("remote attendance"). The means to remotely attend the meeting will be available on the Bank's corporate website (www.santander.com) at 8:00 a.m. on 17 March 2016 (first call) and, if applicable, at 8:00 a.m. on the following day, 18 March 2016 (second call); shareholders (or their representatives) wishing to attend remotely, whether on first or second call, must register no later than 9:00 a.m. on the relevant day. For those persons who attend the meeting remotely,