Banco Santander S A : Approved resolutions and voting

VOTES (1)

1.- Annual accounts and corporate management.

• 1A. Annual accounts and directors' reports of Banco Santander, S.A. and of its consolidated group for 2021.

• 1B. Consolidated statement of non-financial information for 2021, which is part of the consolidated directors' report.

1C. Corporate management for 2021.

2.- Application of results obtained during 2021.

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

• 3A. Setting of the number of directors.

• 3B. Appointment of Mr Germán de la Fuente.

• 3C. Re-election of Mr Henrique de Castro.

• 3D. Re-election of Mr José Antonio Álvarez.

• 3E. Re-election of Ms Belén Romana.

• 3F. Re-election of Mr Luis Isasi.

• 3G. Re-election of Mr Sergio Rial.

4.- Re-election of the external auditor for financial year 2022.

5.- Amendments of the Bylaws.

• 5A. Amendment of Articles 6 (form of the shares) and 12 (transfer of shares).

• 5B. Amendment of Article 16 (capital reduction).

• 5C. Amendment of Article 19 (issuance of other securities).

• 5D. Amendment of Article 26 (right to attend the meeting).

• 5E. Amendment of Articles 45 (secretary of the board) and 29 (presiding committee of the general shareholders' meeting).

• 5F. Amendment of Article 48 (executive chair).

• 5G. Amendment of Article 52 (audit committee).

• 5H. Amendment of articles relating to remuneration matters: Article 58 (compensation of directors), Article

59 (approval of the director remuneration policy) and Article 59 bis (transparency of the director compensation system).

5I. Insertion of a new Article 64 bis (prior authorisation for the payment of dividends other than in cash or own funds instruments).

VOTES (1)

Votes: For

Votes: Against

Votes: Blank

Abstention

QuorumTotal

%(2)

Total

%(2)

Total

%(3)

Abstention

%(3)

Total

%(4)

6.- Amendments of the Rules and Regulations for the General Shareholders' Meeting.

• 6A. Amendment of Article 6 (information available as of the date of the call to meeting).

• 6B. Amendment of Article 13 (presiding committee of the general shareholders' meeting).

  11,551,571,515 11,547,788,840

  99.71 99.70

  33,221,237 35,166,816

  0.29 0.30

  7,386,336 7,959,315

  0.06 0.07

  334,020,110 335,284,227

  2.80 2.81

  11,926,199,198 11,926,199,198

  68.78 68.78

• 6C. Amendment of articles relating to remote attendance at the meeting by electronic means: elimination of the Additional Provision (attendance at the shareholders' meeting by distance means of communication in real time), insertion of a new Article 15 bis (remote shareholders' meeting) and amendment of Article 19 (proposals).

10,469,563,436

90.35

1,117,684,526

9.65

7,469,402

0.06

331,481,834

2.78

11,926,199,198

68.78

6D. Amendment of Article 17 (presentations). 7.- Share capital.

11,418,147,368

98.58

164,143,627

1.42

8,713,846

0.08

335,194,357

2.81

11,926,199,198

68.78

7A. Authorisation to the board of directors to increase the share capital on one or more occasions and at any time, within a period of 3 years, by means of cash contributions and by a maximum nominal amount of € 4,335,160,325.50. Delegation of the power to exclude pre-emptive rights. 7B. Reduction in share capital in the amount of € 129,965,136.50, through the cancellation of 259,930,273 own shares. Delegation of powers.

11,081,155,863

95.62

508,059,915

4.38

5,566,702

0.05

331,416,718

2.78

11,926,199,198

68.78

7C. Reduction in share capital in the maximum amount of € 865,000,000, through the cancellation of a maximum of 1,730,000,000 own shares. Delegation of powers.

11,550,955,000 11,543,604,192

99.63 99.54

43,228,415 52,788,979

0.37 0.46

5,580,634 5,761,461

0.05 0.05

326,435,149 324,044,566

2.74 2.72

11,926,199,198 11,926,199,198

68.78 68.78

7D. Reduction in share capital in the maximum amount of € 867,032,065, equivalent to 10% of the share capital, through the cancellation of a maximum of 1,734,064,130 own shares. Delegation of powers.

11,549,516,885

99.59

47,043,364

0.41

5,741,822

0.05

323,897,127

2.72

11,926,199,198

68.78

8.- Remuneration.

• 8A. Directors' remuneration policy.

  10,867,348,146

  93.83

  714,514,785

  6.17

  7,023,529

  0.06

  337,312,738

  2.83

  11,926,199,198

  68.78

• 8B. Setting of the maximum amount of annual remuneration to be paid to all the directors in their capacity as such.

11,375,996,996

98.17

212,126,194

1.83

6,628,785

0.06

331,447,223

2.78

11,926,199,198

68.78

8C. Approval of maximum ratio between fixed and variable components of total remuneration of executive directors and other employees belonging to categories with professional activities that have a material impact on the risk profile.

11,373,506,994

98.74

144,949,251

1.26

7,279,622

0.06

331,070,577

2.79

11,856,806,444

68.38

• 8D. Deferred Multiyear Objectives Variable Remuneration Plan.

• 8E. Application of the Group's buy-out regulations.

• 8F. Annual directors' remuneration report (consultative vote).

9.- Authorisation to the board and grant of powers for conversion into public instrument.

11,133,341,098 11,416,431,962 10,193,385,775 11,554,161,776

97.14 98.65 88.01 99.68

327,412,381 156,400,219 1,389,271,674 36,944,457

2.86 1.35 11.99 0.32

7,128,284 8,881,786 7,151,848 6,473,542

0.06 0.08 0.06 0.06

458,317,435 344,485,231 336,389,901 328,619,423

3.84 2.89 2.82 2.76

11,926,199,198 11,926,199,198 11,926,199,198 11,926,199,198

68.78 68.78 68.78 68.78

VOTES (1)

(5) Items 10 to 25, not included in the agenda, were put to a separate vote. Each item refers to the proposal to bring a derivative liability action (acción social de responsabilidad) against all directors in office (10) and to the proposal of dismissal and removal of the following directors: Ms Ana Botín-Sanz de Sautuola y O'Shea (11), Mr José Álvarez Álvarez (12), Mr Bruce Carnegie-Brown (13), Ms Homaira Akbari (14), Mr Javier Botín-Sanz de Sautuola y O'Shea (15), Mr Álvaro Cardoso de Souza (16), Mr R Martín Chávez Márquez (17), Ms Sol Daurella Comadrán (18), Mr Henrique de Castro (19), Ms Gina Díez Barroso (20), Mr Luis Isasi Fernández de Bobadilla (21), Mr Ramiro Mato García-Ansorena (22), Mr Sergio Rial (23), Ms Belén Romana García(24) and Mrs Pamela Walkden (25).

Votes: For	Votes: Against	Votes: Blank	Abstention	Quorum
Total	%(2)	Total	%(2)	Total	%(3)	Abstention	%(3)	Total	%(4)
10.-(5)	112,410	0.00	11,460,851,552	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
11.-(5)	112,510	0.00	11,460,851,452	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
12.-(5)	112,410	0.00	11,460,851,552	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
13.-(5)	112,510	0.00	11,460,851,452	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
14.-(5)	112,410	0.00	11,460,851,552	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
15.-(5)	112,410	0.00	11,460,851,552	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
16.-(5)	112,410	0.00	11,460,851,552	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
17.-(5)	112,410	0.00	11,460,851,552	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
18.-(5)	112,510	0.00	11,460,851,452	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
19.-(5)	112,410	0.00	11,460,851,552	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
20.-(5)	112,510	0.00	11,460,851,452	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
21.-(5)	112,410	0.00	11,460,851,552	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
22.-(5)	112,410	0.00	11,460,851,552	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
23.-(5)	112,410	0.00	11,460,851,552	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
24.-(5)	112,510	0.00	11,460,851,452	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
25.-(5)	112,410	0.00	11,460,851,552	100.00	2,961	0.00	4,757,059	0.04	11,465,723,982	66.12
(1) Each Banco Santander share grants one vote.
(2) Percentage of total for and against votes.
(3) Percentage of total share capital present and attending by proxy at the ordinary general shareholders' meeting.
(4) Percentage of Banco Santander's share capital on the date of the ordinary genral shareholders' meeting.

The resolutions approved by the General Shareholders' Meeting held on 1 April 2022 were as follows.

1ºA.- To approve 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) and the directors' reports of Banco Santander, S.A. and of its consolidated Group for the financial year ended 31 December 2021, all drawn up in eXtensible HyperText Markup Language (XHTML) format, with the consolidated financial statements tagged using standard eXtensible Business Reporting Language (XBRL), in accordance with Directive 2004/109/EC and Delegated Regulation (EU) 2019/815.

1ºB.- To approve the consolidated statement of non-financial information for the financial year ended 31

December 2021, which is part of the consolidated directors' report for said financial year ("Responsible banking" chapter of the 2021 annual report).

1ºC.- To approve the corporate management for financial year 2021.

2º.- To approve the application of the separate results obtained by the Bank in financial year 2021, consisting of profits of €3,931,975,635.61, as follows:

€3,931,975,635.61
Application	To dividends	€1,700,932,169.91
Dividend paid prior to the date of the meeting(*)	€835,507,980.01
Final dividend(**)	€865,424,189.90
To Voluntary Reserves(***)	€2,231,043,465.70

Separate results obtained during financial year 2021 (profit)

(*) Total amount paid as interim dividend, at a fixed rate of 4.85 euro cents per share entitled to receive the dividend.

(**) Fixed dividend of 5.15 euro cents gross per share entitled to receive the dividend, payable in cash from 2 May 2022. The total amount has been estimated assuming that, after the second buy-back programme announced on 24 February 2022 is implemented, 16,804,353,202 of the Bank's outstanding shares will be entitled to receive the dividend.

(***) Estimated amount corresponding to a final dividend of €865,424,189.90. It shall be increased or reduced by the same amount as the final dividend is lower or higher, respectively, than that figure.

3ºA.- To set the number of directors at 15, which is within the maximum and the minimum established by the Bylaws.

3ºB.- To appoint Mr Germán de la Fuente Escamilla as a director, with the classification of independent director, for the Bylaw-mandated period of 3 years.

The effectiveness of this appointment is subject to obtaining the regulatory approvals provided for in Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions, in Council Regulation (EU) No 1024/2013 of 15 October 2013 and in Regulation (EU) No 468/2014 of the European Central Bank regarding suitability.

3ºC.- To re-elect Mr Henrique Manuel Drummond Borges Cirne de Castro as a director, with the classification of independent director, for the Bylaw-mandated period of 3 years.

3ºD.- To re-elect Mr José Antonio Álvarez Álvarez as a director, with the classification of executive director, for the Bylaw-mandated period of 3 years.

3ºE.- To re-elect Ms Belén Romana García as a director, with the classification of independent director, for the Bylaw-mandated period of 3 years.

3ºF.- To re-elect Mr Luis Isasi Fernández de Bobadilla as a director, with the classification of external director, for the Bylaw-mandated period of 3 years.

3ºG.- To re-elect Mr Sergio Agapito Lires Rial as a director, with the classification of external director, for the Bylaw-mandated period of 3 years.

4º.- To re-elect PricewaterhouseCoopers Auditores, S.L., with a registered office in Madrid, at 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 of Economic Affairs and Digital Transformation under number S0242, as external auditor for the verification of the annual accounts and of the directors' report of the Bank and of the consolidated Group for financial year 2022.

5ºA.-

• • To include a new section 5 in Article 6 of the Bylaws, without changing the other sections of said article, the text of said new section 5 being as follows:

"5.

In the event that the person or entity registered as a holder of shares in the book-entry registry is an intermediary entity that keeps said shares in custody for the account of ultimate beneficial owners or of another intermediary entity, the Bank may also request the identification of the ultimate beneficial owners, meaning the person or persons for whose account the intermediary entity registered as a shareholder acts in each case, whether directly or through a chain of intermediaries. The Bank shall have no liability to the ultimate beneficial owners and is not privy to the relations between said ultimate beneficial owners and the intermediary entity or entities or to the relations among the entities making up the chain of intermediary entities."

• • To amend section 2 of Article 12 of the Bylaws, without changing the other sections of said article, such that section 2 of Article 12 shall hereafter read as follows:

"2.

New shares may be transferred as from the time established by law."

5ºB.- To amend section 1 of Article 16 of the Bylaws, without changing the other section of said article (i.e. section 2), such that section 1 of Article 16 shall hereafter read as follows:

"1.

Capital reductions may be effected by reducing the par value of the shares or by repurchasing them or dividing them into groups for exchange. Capital reductions may be effected in order to return the value of contributions, to release unpaid subscriptions, to establish or increase reserves, to restore the balance between the share capital and net assets, or to fulfil any other purpose allowed by law."

5ºC.- To amend Article 19 of the Bylaws, which shall hereafter read as follows:

"1

The Company may issue notes, warrants, preferred stock or any other negotiable securities, whether convertible or non-convertible, other than those described in the preceding articles.

2. In the case of convertible securities, the shareholders acting at a general shareholders' meeting may delegate to the board of directors the power to issue such securities. The board of directors may exercise such delegated power on one or more occasions and during a maximum period of five years.

3.

Likewise, in the case of convertible securities, the shareholders at a general shareholders' meeting may also authorize the board of directors to determine the time when the issuance approved is to be effected, and to set all other terms not specified in the resolution adopted at the general shareholders'

meeting, on the terms established by law."

5ºD.- To amend section 2 of Article 26 of the Bylaws, without changing the other sections of said article, such that section 2 of Article 26 shall hereafter read as follows: