Banco Santander : Certificate of resolutions of the ordinary general shareholders' meeting held on 18 March 2016

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MR. JAIME PÉREZ RENOVALES, SECRETARY GENERAL AND SECRETARY OF THE BOARD OF "BANCO SANTANDER, S.A.",

CERTIFY: That, in accordance with the minutes of the meeting of the Ordinary General Shareholders' Meeting of this entity, validly held on 18 March 2016, the following resolutions were passed:

"Item One.-

One A.- To approve the annual financial statements (balance sheet, income statement, statement of recognised income and expense, statement of changes in total equity, statement of cash flows, and notes) of Banco Santander, S.A. and of its consolidated Group, all with respect to the Financial Year ended 31 December 2015.

One B.- To approve the corporate management for Financial Year 2015. Item Two.-

To approve the application of results in the amount of 2,276,645,232.01 euros obtained by the Bank in Financial Year 2015, to be distributed as follows:

Euros	2,268,134,701.55	for the payment of dividends already paid out prior to the date of the Ordinary General Shareholders' Meeting (1,437,556,269.20 euros), for the acquisition of bonus share rights (derechos de asignación gratuita), with a waiver of the exercise thereof, from those shareholders who opted to receive in cash the remuneration equal to the second interim dividend (108,853,803.40 euros) under the Santander Dividendo Elección scrip dividend scheme and for the payment of the final cash dividend in a total amount of 721,724,628.95 million euros which will take place after next 1 May.
Euros	8,510,530.46	to increase the Voluntary Reserve.
Euros	2,276,645,232.01	in total.

Item Three.-‌

Three A.- To ratify the appointment of Ms Belén Romana García as a director, which appointment was approved by the board at its meeting of 22 December 2015. Ms Belén Romana García will be classified as an independent director.

Three B.- To ratify the appointment of Mr Ignacio Benjumea Cabeza de Vaca as a director, which appointment was approved by the board at its meeting of 30 June 2015, effective from 21 September 2015. Mr Ignacio Benjumea Cabeza de Vaca will be classified as an external (neither proprietary nor independent) director.

With reference to the annual renewal of one-third of the board positions as provided by article 55 of the Bylaws, to re-elect the following persons for a new three-year period:

Three C.- To re-elect Ms Sol Daurella Comadrán as a director, with the classification of independent director.

Three D.- To re-elect Mr Ángel Jado Becerro de Bengoa as a director, with the classification of independent director.

Three E.- To re-elect Mr Javier Botín-Sanz de Sautuola y O'Shea as a director, with the classification of external proprietary director.

Three F.- To re-elect Ms Isabel Tocino Biscarolasaga as a director, with the classification of independent director.

Three G.- To re-elect Mr Bruce Carnegie-Brown as a director, with the classification of independent director.

Item Four.-

For the verification of the annual accounts and of the management report of the Bank and of the consolidated Group corresponding to Financial Years 2016, 2017 and 2018, to elect PricewaterhouseCoopers Auditores, S.L., with registered office in Madrid, Paseo de la Castellana, nº 259 B, with Tax ID Code B-79031290 and registered in the Official Registry of Auditors of Accounts (Registro Oficial de Auditores de Cuentas) of the Accounting and Audit Institute (Instituto de Contabilidad y Auditoría de Cuentas) of the Ministry for Economy and Competition with number S0242, as external auditor.

Item Five.- Five A.-

Amend sub-section 3 of article 23 of the Bylaws, without changing the other sub-sections of such rule, such that the aforementioned sub-section 3 of article 23 will read as follows:

"3. If the ordinary general shareholders' meeting is not called within the statutory time period, it may be called, at the request of the shareholders and upon notice thereof being given to the directors, by the court clerk or by the company registrar of the place where the registered office is located."

Five B.-

1. To amend sub-section 1 of article 40 of the Bylaws, without changing the other sub- sections of such rule, such that the aforementioned sub-section 1 of article 40 will read as follows:

   "1. The board of directors and its representative decision-making bodies shall exercise their powers and, in general, perform their duties guided by the corporate interest, understood as the achievement of a business that is profitable and sustainable over the long term and that promotes the continuity thereof and the maximisation of the value of the company."

2. To amend sub-section 2 of article 45 of the Bylaws, without changing the other sub- sections of such rule, such that the aforementioned sub-section 2 of article 45 will read as follows:

   "2. The secretary, in addition to the duties assigned thereto by law, the bylaws or the rules and regulations of the board, must perform the following:

3. Keep the documentation of the board of directors, record the events of the meetings in the minute books and attest to the content thereof and of the resolutions adopted.

4. Ensure the actions of the board of directors observe applicable law and are in accordance with the bylaws and other internal rules and regulations of the Company.

   
   

   
   

   Five C.-

5. Assist the chairman to ensure that the directors receive the information relevant to the performance of their duties sufficiently in advance and in the proper form.

6. Ensure that the board of directors carries out its activities and adopts its decisions being mindful of the good governance recommendations applicable to the Company.

7. Guarantee that the governance procedures and rules are respected and regularly reviewed."

1. To amend sub-section 2 of article 50 of the Bylaws, without changing the other sub- sections of such rule, such that the aforementioned sub-section 2 reads as follows:

   "2. The board may also establish committees with supervisory, reporting, advisory and proposal-making powers in connection with the matters within their scope of authority, and must in any event create the committees required by applicable law, including an appointments committee, a remuneration committee, a risk supervision, regulation and compliance committee and an audit committee, which for the purposes of sub-section 4(v) of article 53 will also have decision-making powers."

2. To amend sub-sections 1, 2, 4 and 5 of article 53 of the Bylaws, without changing the other sub-sections of such rule, such that the aforementioned sub-sections 1, 2, 4 and 5 of article 53 will read as follows:

   "1. The audit committee shall consist of a minimum of three directors and a maximum of nine, all of whom shall be external or non-executive, with independent directors having majority representation."

   "2. The board of directors shall appoint the members of the audit committee taking into account their knowledge, skills and experience in the areas of accounting, auditing or risk management, such that, as a whole, the audit committee has the appropriate technical knowledge regarding the Company's sector of activity."

   "4. The audit committee shall have at least the following powers and duties:

3. Have its chairman and/or secretary report to the general shareholders' meeting with respect to matters raised therein by shareholders regarding its powers and, in particular, regarding the result of the audit, explaining how such audit has contributed to the integrity of the financial information and the role that the committee has performed in the process.

4. Supervise the effectiveness of the Bank's internal control and internal audit, and discuss with the external auditor any significant weaknesses detected in the internal control system during the conduct of the audit, all without violating its independence. For such purposes, if applicable, the audit committee may submit recommendations or proposals to the board of directors and set the corresponding period for compliance therewith.

5. Supervise the process of preparation and submission of regulated financial information and submit recommendations or proposals intended to safeguard its integrity to the board of directors.

   
   

6. Propose to the board of directors the selection, appointment, re-election and replacement of the external auditor, taking responsibility for the selection process in accordance with applicable law, as well as the terms of its engagement, and regularly gather information therefrom regarding the audit plan and the implementation thereof, in addition to preserving its independence in the performance of its duties.

7. Establish appropriate relations with the external auditor to receive information on those issues that might entail a threat to its independence, for examination by the audit committee, and on any other issues relating to the financial statements audit process, and, when applicable, the authorisation of services other than those which are prohibited, under the terms established in the law applicable to the activity of audit of accounts, as well as maintain such other communication as is provided for therein.

   In any event, the audit committee shall receive annually from the external auditor written confirmation of its independence in relation to the Company or to entities directly or indirectly related thereto, as well as detailed and individualized information regarding additional services of any kind provided by the aforementioned auditor, or by persons or entities related thereto, and the fees received by such entities pursuant to the provisions in the law on the activity of audit of accounts.

8. Issue, on an annual basis and prior to the issuance of the auditor's report, a report stating an opinion on whether the independence of the external auditor is compromised. Such report shall, in all cases, contain a reasoned evaluation regarding the provision of each and every one of the additional services mentioned in subsection (v) above, considered individually and as a whole, other than of legal audit and with relation to the rules on independence or to the law on the activity of audit of accounts.

9. Previously report to the board of directors regarding all the matters established by law, the bylaws and in the rules and regulations of the board, and in particular regarding:

10. the financial information that the company must publish from time to time;

11. the creation or acquisition of interests in special-purpose entities or with registered office in countries or territories that are considered tax havens; and

12. related-party transactions.

The provisions in paragraphs (iv), (v) and (vi) are without prejudice to the law on auditing of accounts."

"5. The audit committee shall meet as many times as it is called to meeting upon resolution made by the committee itself or by the chairman thereof, and at least four times per year. Any member of the management team or of the Company's personnel shall, when so required, attend the meetings of the audit committee, provide it with his cooperation and make available to it such information as he may have in his possession. The audit committee may also require that the external auditor attend such meetings. One of its meetings shall be devoted to preparing the