Banco Santander S A : October 2020 Agenda General Shareholders' Meeting

Indice

1. Notice of call
2. Proposals of resolutions and directors' reports or rationales
3. Curricula Vitae of the candidate submitted to appointment

www.santander.com

Notice of call

Notice of call

The board of directors of this Bank has resolved to call the shareholders to the ordinary general shareholders' meeting to be held in Boadilla del Monte (Madrid), at the Centro de Formaci Solaruco (Ciudad Grupo Santander), located at Avenida de Cantabria, s/n, on 27 October 2020 at 9:00 a.m. (CET), on second call, in the event that, due to failure to reach the required quorum, the meeting cannot be held on frst call, which is also hereby called to be held at the same place and time on 26 October 2020, in order for the shareholders to consider and resolve upon items One through Five of the following

		AGENDA
One.-	Application of results obtained during fnancial year 2019.
Two.-	Board of directors: appointment, re-election or ratifcation of directors.
	Two A.-	Setting of the number of directors.
	Two B.-	Appointment of Mr Ramrtín Chávez Márquez.
Three.-
	Three A.-	Examination and, if appropriate, approval of the balance sheet of Banco Santander,
		S.A. as at 30 June 2020.
	Three B.-	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. 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 meeting; take such actions as may be required
		for implementation thereof; amend the text of sections 1 and 2 of article 5 of the
		Bylaws to refect 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 in the manner required
		by each of such Stock Exchanges.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Agenda 7

Four.-	Conditional distribution of the gross fxed amount of 10 euro cents (0.10) per share with a charge to the
	Share Premium Reserve. 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 distribution as
	to all matters not provided for by the shareholders at this general meeting; take such actions as may
	be required for implementation thereof; and to execute such public and private documents as may be
	necessary to implement the resolution.
Five.-	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.

LIMITATION ON SEATING CAPACITY AND RECOMMENDATION TO PARTICIPATE IN THE GENERAL MEETING FROM A DISTANCE

In the current exceptional circumstances and in view of how the Covid-19 health situation is evolving, holding this general meeting in Boadilla del Monte (Madrid), rather than in Santander, as is customary, is based on the convenience of minimising the need to travel for a signifcant number of people, including many shareholders, employees and other people involved in the organization of an event such as this.

Likewise, in order to safeguard public interests, the health and safety of shareholders, employees and other persons who participate in organising and holding the general meeting, and in accordance with the health regulations in force, the board of directors recommends that shareholders use the diferent channels and means that the Bank has made available to participate in this ordinary general shareholders' meeting; thus, avoiding, to the extent possible, attending the meeting physically. The abovementioned channels that the Bank has made available to its shareholders to participate in the ordinary general shareholders meeting from a distance are those described in this call to the meeting and they fully guarantee the shareholders' voting and related rights.

Furthermore, please note that, as at the date of this call to the meeting and pursuant to Order 668/2020 of 19 June of the Regional Health Ministry of Madrid (Consejería de Sanidad de la Comunidad de Madrid), the number of persons who can attend these events cannot exceed 75% of the maximum capacity of the venue where the meeting is to take place and, in any event, attendees must keep a

minimum distance of 1.5 meters from each other. This circumstance means that it will not be possible to access the venue of the general meeting once the maximum capacity has been reached. Likewise, please bear in mind that attendees should access Ciudad Grupo Santander through the Centro de Visitas El Faro from where it takes approximately a further 15 minutes to get to the venue of the meeting (the auditorium of the Centro de Formaci Solaruco)

If the venue of the meeting cannot be accessed because its maximum capacity is reached, shareholders or their representatives are informed that at that moment they may be unable to participate through the other means available if the deadline to register in order to do so has expired pursuant to the terms of this call to the meeting. For this reason, it is advisable for shareholders to participate through and sign up for any of the diferent means of participation available as explained in this announcement.

Shareholders are reminded that the Spanish regulation and the Bank's bylaws and rules and regulations for the general shareholders' meeting deal with and guarantee the rights to receive information, to remotely attend meetings, to participate and vote at the general shareholders' meeting without having to attend in person, using the software application to attend the meeting remotely through data transmission means, which enables real-time connection with the Centro de Formaci Solaruco where the meeting is to be held. All information required to be able to attend the meeting in these terms is provided in section B) REMOTE ATTENDANCE AT THE MEETING.

8 ~SantanderOctober 2020 General Shareholders' Meeting

Finally, please bear in mind that, depending on how the health situation evolves, the relevant authorities may pass new regulations that may restrict the freedom of movement, which would hinder the organisation and ordinary course of the meeting, or limit how many persons can attend the meeting physically or could even result in the meeting having to be held only remotely. Anticipating the potential imposition of further limitations on holding meetings or even people's mobility, the Centro de Formaci El Solaruco, in the Bank's premises at Boadilla del Monte, has all the technological and operating resources required to ensure that the meeting can be held properly and shareholders can exercise their rights with every guarantee and even under the most extreme conditions, as already proven on the occasion of the general meeting held only remotely on 3 April 2020 during the state of emergency. In any event, the board of directors will continue to monitor the entire situation and will update the information in the call notice, if necessary.

SUPPLEMENT TO THE CALL TO MEETING

Shareholders representing at least three per cent of the share capital may request the publication of a supplementto this call to the meeting, including one or more items on the agenda. This right must be exercised by means of certifed notice that must be received at the Company's registered ofce within fve days following the publication of this call to the meeting, indicating the name of the shareholders who are exercising such right and the number of shares they hold, as well as 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 3% of the share capital may, by certifed notice to be received at the registered ofce of the Company within fve days of the publication of this call to the meeting, submit duly grounded proposed resolutions concerning matters that are already included or are to 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 withoutprejudice to the rightof any shareholder, during the course of the general shareholders' meeting, to make alternative proposals or proposals concerning items that need not be included on the agenda pursuant to the provisions of the Spanish Capital Corporations Law.

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 (Reglamento del Registro Mercantil) 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 recorded in the shareholder's name fve 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 the meeting. Such right to attend may be delegated pursuant to the provisions governing this matter under sections 184 and 522 and following 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 "Annual 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 made available on the Bank's corporate website (www.santander.com), at the Bank's Internet address www.juntasantander.com, on the "Santander Shareholders and Investors" application for mobile devices compatible with Android or Apple iOS operating systems, as well as on the telephone line Superlínea (915 123 123), will cease operation at 6:00 p.m. (CET) on 25 October 2020. For those desiring to use the digital platform made available at the Branches of the Bank, 23 October 2020 will be the last day

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Agenda 9

to do so, during the hours for which such Branches are open to the public.

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 7:30 a.m. (CET) on 26 October 2020 (frst call) and, if applicable, at 7:30 a.m. (CET) on the following day, 27 October 2020 (second call); shareholders (or their representatives) wishing to attend remotely, whether on frst or second call, must register no later than 8:30 a.m. on the relevant day. For those persons who attend the meeting remotely, the mechanisms for remote attendance will cease operation at the end of the general meeting or, if applicable, upon determination that the quorum required to hold the meeting is not present.

In reliance on the aforementioned provisions, the board of directors has developed the following rules applicable to proxy-granting and distance voting prior to the meeting and to remote attendance:

A) PROXY-GRANTING AND DISTANCE VOTING PRIOR TO THE MEETING

1. Proxy-granting by remote means of communication Means whereby a proxy may be granted

The remote means of communication that are valid to grant such proxy representation are the following:

1. Electronic means:
   In order to grant a proxy by means of electronic communication with the Company, the shareholders of the Bank must do so through the Bank's corporate website (www.santander.com), through the Bank's Internet address www.juntasantander.comor by telephone on the telephone line Superlínea (915 123 123). They may also do it in person at any Branch of the Bank using their signature in the digital platform

made available for this purpose. Shareholders with a mobile device compatible with Android or Apple iOS operating systems may also use the "Santander Shareholders and Investors" application, which they must have previously downloaded from Google Play or the App Store, respectively.

The mechanisms to grant a proxy by electronic means must be such as properly guarantee security and the identity of the person granting the proxy. Therefore, shareholders wishing to use these proxy-granting mechanisms must have previously signed one of the following agreements with the Bank, giving them a set of passwords to access the distance voting and proxy-granting software applications and, by means thereof, an electronic signature:

1. Consumer Digital Banking Agreement: shareholders who are individuals and who have already entered into a Consumer Digital Banking Agreement with the Bank may make use thereof, using the passwords already available to them under such agreement for purposes of electronic proxy-granting. The security passwords of Openbank will also work for these purposes.
2. Agreement for Access to Electronic Voting and Proxy-Grantingand Remote Attendance: shareholders who are individuals and have not entered into a Consumer Digital Banking Agreement and shareholders that are legal entities (even if they have entered into a Consumer Digital Banking Agreement) must execute, for the sole purpose of using the electronic voting and proxy-granting mechanisms, and without any charge by the Bank, an Agreement for access to and use of the area for voting and proxy-granting by electronic means and attendance at the meeting through remote means of communication ("Agreement for Access to Electronic Voting and Proxy-Granting and Remote Attendance").

From the date of publication of the announcement of the call to meeting, the information and requirements to sign either of such agreements may be viewed on the Bank's corporate website (www.santander.com). Once

10 ~SantanderOctober 2020 General Shareholders' Meeting

a shareholder has signed either of the aforementioned (ii)	Hand-delivery or postal correspondence:
agreements and the shareholder has the corresponding set
of passwords, such shareholder may, through the "Annual	In order to grant a proxy by hand-delivery or postal
General Meeting" section of the Bank's corporate website	correspondence, shareholders must complete and
(www.santander.com), through the Bank's Internet address	sign the "Proxy" section of the printed attendance,
www.juntasantander.comor through the "Santander	proxy and distance voting card issued by the Bank.
Shareholders and Investors" application (for mobile devices	Such proxies must be accepted by the proxy-holder,
compatible with Android or Apple iOS operating systems), or	without which acceptance they may not be used.
through the telephone line Superlínea (915 123 123), grant	For such purpose, the proxy-holder may sign in
a proxy to another person to represent the shareholder at	the appropriate space on the attendance and proxy
the meeting, all on the terms and conditions described in	card itself. The person to whom voting powers
each case.	are delegated may only exercise such powers by
	attending the meeting in person, for which purpose,
In addition, those shareholders who use the digital	if he/she physically attends the meeting, he/she must
platform made available at the Branches of the Bank	produce an identifying document when entering
may grant a proxy to another person to represent them at	the premises where the meeting is held. In the
the meeting without having to sign the aforementioned	case of proxies granted by hand-delivery or postal
agreements. Said agreements also need not be signed by	correspondence to persons who attend the meeting
those shareholders who use the telephone line Superlínea	remotely, and provided that such proxies have
(915 123 123) to grant a proxy and do not use access	been sent through the Bank, the Bank's software
passwords to establish their identity but rather use other	application will show such remote attendees the
alternative means whereby their identity can reasonably be	proxies received in order for them to accept said
guaranteed in accordance with the instructions from time to	proxies, if they are willing to do so.
time provided by Superlínea or the Shareholder Helpline.
	The duly completed and signed paper card must be
Shareholders who grant a proxy by electronic means	delivered at any Branch of the Bank or sent by postal
undertake to notify the appointed representative of the	correspondence to Registro de Accionistas, Apartado
proxy granted. Where a proxy is granted to a director and/	de Correos no 683 F.D. 28080 Madrid.
or the general secretary of the Bank or a remote attendee
at the meeting, such notice shall be deemed given upon	In addition, as is customary and pursuant to the
receipt by the Bank of such electronic proxy.	provisions of the Rules and Regulations for the
	General Shareholders' Meeting, the duly completed
Electronic proxies must be accepted by the proxy-holder,	and signed proxy card may also be submitted,
and may not be used without such acceptance. For such	together with an identifying document, by the
purpose, all electronic proxies granted to persons other	appointed proxy-holder who physically attends the
than the directors and/or the general secretary and/or a	meeting to the staf in charge of the shareholders'
remote attendee at the meeting must be printed, signed	register on the date and at the place where the
and produced, together with an identifying document, by	general shareholders' meeting is to be held,
the appointed proxy-holder to the staf in charge of the	beginning one hour prior to the time established for
shareholders' register on the date and at the place of the	commencement thereof.
meeting, beginning one hour prior to the time established
for commencement of the meeting. In the case of electronic
proxies sent through the Bank and granted to persons
attending the meeting from a distance, the Bank's software
application will show such remote attendees the proxies
received in order for them to accept such proxies, if they are
willing to do so. The person to whom voting powers are
delegated may only exercise such powers by attending the
meeting in person (physically or from a distance).

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Agenda 11

2. Voting prior to the meeting by remote means of communication

Means for casting a vote from a distance

The remote means of communication that are valid for purposes of casting a vote from a distance are the following:

1. Electronic means:
   In order to cast a vote from a distance through electronic communication with the Company, the shareholders of the Bank must do so through the Bank's corporate website (www.santander. com), through the Bank's Internet address www. juntasantander.comor by telephone on the telephone line Superlínea (915 123 123). They may also do it in person at any Branch of the Bank using their signature in the digital platform made available for this purpose. Shareholders with a mobile device compatible with Android or Apple iOS operating systems may also use the "Santander Shareholders and Investors" application, which they must have previously downloaded from Google Play or the App Store, respectively.

The mechanisms to cast votes from a distance by electronic means must be such as properly guarantee security and the identity of the person casting the vote. To such end, shareholders who wish to use these voting mechanisms must have previously signed one of the agreements specifed in section 1

(i) above.

Once a shareholder has signed either of the aforementioned agreements and the shareholder has the corresponding set of passwords, such shareholder may cast his/her vote from a distance in connection with the items on the agenda for the general shareholders' meeting, either through the "Annual General Meeting" section of the Bank's corporate website (www.santander.com), through the Bank's Internet address www.juntasantander. comor through the "Santander Shareholders and Investors" application (for mobile devices compatible with Android or Apple iOS operating systems), or through the telephone line Superlínea (915 123 123), all on the terms and conditions described in each case.

The aforementioned agreements need not be signed by those shareholders who use the digital platform made available at the Branches of the Bank or those who access through Superlínea without using passwords, upon the terms set forth in section 1 (i) above.

1. Hand-deliveryor postal correspondence:

In order to cast a vote from a distance by hand- delivery or postal correspondence, shareholders must complete and sign the "Distance Voting" section of the printed attendance, proxy and distance voting card issued by the Bank. The duly completed and signed paper card must be delivered at any Branch of the Bank or sent by postal correspondence to Registro de Accionistas, Apartado de Correos no 683 F.D. 28080 Madrid.

3. Basic rules on voting and proxy-granting prior to the meeting and attendance in person (physically or from a distance)

3.1 Deadline for receipt by the Company of proxies granted and votes cast from a distance prior to the meeting

3.1.1 Proxies and distance votes sent by hand- delivery or postal correspondence

In order to be valid, and pursuant to the provisions of the Bylaws, both proxies granted from a distance and votes cast from a distance hand-delivered or sent by postal correspondence must be received by the Company before midnight of the third day prior to the date on which the meeting is to be held on frst call, i.e., prior to midnight (CEST) on 23 October 2020. However, please bear in mind that of those shareholders who wish to deliver their proxies or their votes cast from a distance in any Branch of the Bank, that they must do so before midnight (CEST) on 22 October 2020, unless they delivered them at the registered ofce of the Company (Paseo de Pereda, nos 9 al 12 39004 - Santander), where the delivery can be made before midnight (CEST) on 23 October 2020.

As provided in the Rules and Regulations for the General Shareholders' Meeting, after the expiration

12 ~SantanderOctober 2020 General Shareholders' Meeting

of the above-mentioned deadline, there shall only be admitted such proxies as have been granted in writing and submitted by the appointed proxy-holder who physically attends the meeting to the staf in charge of the shareholders' register, on the date and at the place of the meeting and beginning one hour prior to the time established for commencement thereof.

3.1.2 Proxies and distance votes sent by electronic means

Pursuant to the provisions of the Bylaws and of the Rules and Regulations for the General Shareholders' Meeting, on the occasion of this generalshareholders' meeting, the board of directors has resolved to reduce the minimum advance period established to receive proxies and votes from a distance sent by electronic means, the deadline now being set at 6:00 p.m. on the day prior to the date on which the meeting is to be held on frst call. Therefore, in order to be valid, both proxies granted from a distance and votes cast from a distance through electronic means must be received by the Company prior to 6:00 p.m. on the day prior to the date on which the meeting is to be held on frst call, i.e., prior to 6:00 p.m. (CET) on 25 October 2020. 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, on the "Santander Shareholders and Investors" application (for mobile devices compatible with Android or Apple iOS operating systems) and on the telephone line Superlínea (915 123 123) at 6:00 p.m. (CET) on 25 October 2020. For those desiring to use the digital platform made available at the Branches of the Bank, 23 October 2020 will be the last day to do so, during the hours for which such Branches are open to the public.

As provided in the Rules and Regulations for the General Shareholders' Meeting, after the expiration of the above-mentioned deadline, there shall only be admitted such proxies as have been granted in writing and submitted by the appointed proxy-holder who physically attends the meeting to the staf in charge of the shareholders' register, on the date and at the place of the meeting and beginning one hour

prior to the time established for commencement thereof.

3.2 Rules of priority among proxies, distance voting and attendance in person (physically or from a distance)

1. Priorities among proxies, distance voting and attendance in person
2. 1. Attendance at the meeting in person (whether physically or from a distance) by a shareholder who has previously granted a proxy or voted from a distance, irrespective of the means used to cast such vote, shall invalidate said proxy or vote. Personal physical attendance will invalidate remote personal attendance.
   2. Likewise, the vote, irrespective of the means used to cast it, shall invalidate any electronic or written proxy, whether granted previously, in which case it shall be deemed revoked, or subsequently, in which case it shall be deemed not to have been granted.
3. Priorities based upon the means used to grant the proxy or cast the vote
4. 1. In the event that a shareholder validly grants a proxy, electronically, on the one hand, and by means of a printed card, on the other, the latter shall prevail over the former, regardless of the respective dates thereof.
   2. Likewise, a vote validly cast under a handwritten signature on the printed card shall invalidate a vote cast electronically, whether previously or subsequently.

3.3 Modifcation of the vote cast from a distance

Once cast, a distance vote may not be modifed, except in the event of attendance at the meeting in person (whether physically or from a distance) by the shareholder who cast such vote or, in the case of electronic voting, also by a subsequent vote cast within the established deadline, by means of the attendance, proxy and distance voting card (hand- delivery or postal correspondence).

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Agenda 13

3.4 Other matters

3.4.1 Proxies

All proxies that do not expressly state the name of the individual or legal entity to which the proxy is granted shall be deemed granted to the Chairman of the board of directors.

It is noted for the record that if the appointed representative is a director of the Bank, such director may be afected by a potential confict of interest in connection with item Two B (if the appointment thereof is submitted to the shareholders under said item). Furthermore, the proxy granted to the Chairman shall be deemed granted to the person who chairs the meeting if the Chairman is unable to attend.

In order to give specifc voting instructions in the case of proxy-granting, the corresponding box must be checked in the table containing the items on the agenda in the attendance, proxy and distance voting card (proxy section). If any of such boxes is not checked, the shareholder granting the proxy shall be deemed to give a specifc instruction to vote in favour of the proposal submitted by the board of directors.

If the representative appointed as set forth above is afected by a confict of interest when voting on any of the proposals submitted to the shareholders, whether or not they are included in the agenda, and the shareholder granting the proxy has not given specifc voting instructions as provided for such purpose, the proxy shall be deemed granted to the General Secretary.

As regards possible proposals relating to items not included in the agenda of the call to meeting, the proxy shall be deemed to also cover the proposals regarding items not included in the agenda unless indicated otherwise by the shareholder granting the proxy (in which case, it shall be deemed that the shareholder instructs the representative to abstain). If the proxy also covers any such proposals, the specifc instruction to the representative shall be that of voting in the negative, unless indicated otherwise by the shareholder granting the proxy. A confict of interest shall arise if matters are submitted to the

shareholders at the meeting that are not included in the agenda and that refer to the removal of or the commencement of a derivative action (acción social de responsabilidad) against the representative, if the latter is in turn a director of the Bank.

1. Distance votes
   In the case of distance voting on items included in the agenda, the shareholder must check the corresponding box in the table containing the items on the agenda in the attendance, proxy and distance voting card (distance voting section). Distance voting on possible proposals not included in the agenda is not allowed. If none of the boxes provided for voting is checked in relation to any of the items on the agenda, the shareholder shall be deemed to vote in favour of the proposal submitted by the board of directors.
2. Additional matters
   In the event that electronic means are used, only one electronic session shall be allowed for each type of operation (advance proxy-granting and voting, and remote attendance).
   Both the proxy granted and the vote cast from a distance shall be rendered inefective by the disposition of shares of which the Company is aware.
   Either or any of the joint holders of deposited shares may vote, grant a proxy or attend the meeting, and the rules of priority set forth in sub-section 3.2 hereof shall apply. For purposes of the provisions of section 126 of the Spanish Capital Corporations Law, it is presumed that the joint holder who carries out an act (proxy-granting, voting, or attending physically or from a distance) at any time has been appointed by the other joint holders to exercise the rights accruing to a shareholder.
   Shareholders that are legal entities or do not reside in Spain must call the Shareholder Helpline in order to adapt, with proper safeguards, the distance voting and proxy-granting mechanisms to their particular situation.

14 ~SantanderOctober 2020 General Shareholders' Meeting

Shareholders shall be solely responsible for safeguarding the passwords for accessing and using the electronic proxy-granting and voting service. If the shareholder is a legal entity, it shall give notice of any modifcation or revocation of the powers vested in its representative, and the Bank therefore disclaims any and all liability until such notice is given.

4. Technical incidents

The Bank reserves the right to modify, suspend, cancel or restrict the mechanisms for electronic voting and proxy- granting prior to the general shareholders' meeting, when so required or imposed for technical or security reasons.

The Bank shall not be liable for any damage that shareholders may sustain as a result of failures, overloads, downtime, failed connections or any other events of the same or a similar nature that are beyond the Bank's control and prevent the use of the mechanisms for electronic voting and proxy-granting prior to the meeting.

B) REMOTE ATTENDANCE AT THE MEETING

In order to ensure the identity of the attendees, the proper exercise of their rights, real-time interactivity and the proper progress of the meeting, shareholders (or their representatives) who wish to use the remote attendance mechanisms must have previously entered into one of the following agreements with the Bank, whereby they can obtain a set of passwords in order to access the remote attendance software application and, by means thereof, an electronic signature:

1. Consumer Digital Banking Agreement: individuals who have already entered into a Consumer Digital Banking Agreement with the Bank may make use thereof, using the passwords already available to them under such agreement for purposes of remote attendance. The security passwords of Openbank will also work for these purposes.
2. Agreement for Access to Electronic Voting and Proxy-Grantingand Remote Attendance:individuals who have not entered into a Consumer Digital Banking Agreement and legal entities (even if they

have entered into a Consumer Digital Banking Agreement) must execute, for the sole purpose of remote attendance at the meeting and of casting a vote thereat and without any charge by the Bank, an Agreement for Access to Electronic Voting and Proxy- Granting and Remote Attendance.

From the date of publication of the announcement of the call to meeting, the information and requirements to execute either of these agreements may be viewed on the Bank's corporate website (www.santander.com). Once a shareholder (or his/her representative) has executed either of the aforementioned agreements and has his/her corresponding set of passwords, such shareholder may, through the "Annual General Meeting" section on the Bank's corporate website (www.santander.com) or through the Bank's Internet address www.juntasantander.com, attend and vote at the meeting by remote means of communication in real time.

Remote attendance at the meeting shall be subject to the following basic rules, and all matters not expressly contemplated herein shall be governed by the provisions posted on the Bank's corporate website and by those set forth in the law, the Bylaws and the Rules and Regulations for the General Shareholders' Meeting:

1. Logging-on,registration and attendance: Pursuant to the provisions of the Rules and Regulations for the GeneralShareholders' Meeting, and in orderto permit the appropriate management of remote attendance systems, shareholders (or their representatives) who wish to attend the meeting and vote by remote means of communication shall register by logging on between 7:30 a.m. and 8:30 a.m. on the date of the meeting. No attendee registration shall be admitted outside of this time period.
   In the event that the meeting is held on second call, attendees who have registered for the meeting on frst call will be required to carry out the registration process again in order to be able to attend.
   In order to ensure the quality of the connection and send to the attendees an additional explanatory guide to facilitate such connection, all shareholders (or their proxies) who have the required passwords to access and intend to attend the general meeting remotely are kindly requested to send prior to 7:00

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Agenda 15

	p.m. (CET) of 26 October 2020 (the day prior to the	declares a valid quorum to have been established
	date on which the general meeting is set to be held	for the meeting until the participation period ends.
	on second call), an e-mail to asistentesjunta@	Persons attending from a distance who wish their
	gruposantander.com to confrm their intention to	participation to be recorded in the minutes of the
	attend the meeting. Notwithstanding the above,	meeting must expressly state such desire in the text
	the attendee will still need to register between	in which the contents of their participation are set
	7:30 a.m. and 8:30 a.m. on the date of the meeting	forth.
	and fulfl all other requirements established in the
	announcement of the call to the meeting, on the	As the participation of each person attending from
	Company's corporate website (www.santander.	a distance is received, such participation will be
	com) or atwww.juntasantander.com.	accessible to the attendees who are physically
		present at the place of the meeting. In turn,
	If persons attending from a distance have been	remote attendees shall be able to access each such
	granted proxies, and provided that such proxies have	participation by logging onto the website indicated in
	been received by the Company within the deadlines	the software application.
	for admission thereof, the software application will
	show them such proxies so that they accept them, if	Requests for information or clarifcation made by
	they are willing to do so.	remote attendees will be answered in writing within
		seven days of the meeting, pursuant to the provisions
	Attendees who wish to state before the Notary	of the Spanish Capital Corporations Law.
	that they expressly leave the meeting must do so
	by using the form included for such purpose in the (iii)	Voting:Votes on the proposals relating to the items
	remote attendance software application. Once they	on the agenda may be castas from the momentwhen
	have notifed the Notary of their express intention	the Chairman declares the meeting to be validly
	of leaving the meeting, all actions taken by such	convened and provided always that the attendee
	shareholders thereafter shall be deemed nottaken. In	has registered by following the procedure described
	any event, by means of a connection to the software	in sub-section (i) above; in the event of alternative
	application, the Notary will be aware of the actions	proposals, the provisions of the second paragraph
	taken by the persons who attend the meeting from	of article 21.1 of the Rules and Regulations for the
	a distance, including the votes that may be cast by	General Shareholders' Meeting shall apply, with
	them.	a vote in favour of a proposed resolution by the
		shareholders at the general shareholders' meeting
(ii)	Participation:Shareholders (or their representatives)	being deemed to be a vote against alternative
	who, in the exercise of their rights, intend to	proposals thatare incompatible therewith. As regards
	participate in the meeting and, where applicable,	proposed resolutions on matters that, as prescribed
	request information or clarifcation in connection	by law, need not be specifed on the agenda, remote
	with the items on the agenda, request clarifcation	attendees may cast their vote as from the moment
	regarding information accessible to the public that	when the secretary for the general meeting reads out
	has been provided by the Company to the National	such proposals for a vote to be taken thereon. In all
	Securities Market Commission (Comisión Nacional	events, the remote voting process with respect to all
	del Mercado de Valores) since the holding of the	the proposals submitted to the shareholders acting
	last general shareholders' meeting or regarding the	at the general shareholders' meeting will come to an
	auditor's report or make proposals must express their	end when, following the reading of the summaries
	intent to do so at the time of registration. Following	of the proposed resolutions by the secretary for
	such expression of intent, and exclusively by means	the meeting, the vote commences on the proposed
	of the participation form available for such purpose,	resolutions at the premises where the meeting is
	persons attending remotely may state in writing	held.
	and send the contents of their participation or their
	question or proposal from the time the Chairman

16 ~SantanderOctober 2020 General Shareholders' Meeting

The vote on the proposed resolutions shall be governed by the procedure contemplated in the Bylaws and in the Rules and Regulations for the General Shareholders' Meeting.

1. Other matters: Legal entities and non-residents of Spain must call the Shareholder Helpline in order to adapt, with proper safeguards, the mechanisms for attending the meeting by remote means of communication in real time.
   In the event that more than one of the joint holders of deposited securities are in attendance, the joint holder who is the frst to register (physically or from a distance) shall be deemed an attendee, and therefore, any subsequent access by the other joint holders shall be denied. In connection with the foregoing, and for purposes of the provisions of section 126 of the Spanish Capital Corporations Law, the joint holder who registers frst (physically or from a distance) shall be deemed to have been appointed by the other joint holders to exercise the rights accruing to a shareholder.
   Shareholders (or their representatives) shall be solely responsible for safeguarding the passwords for accessing and using the remote attendance service. If the shareholder is a legal entity, it shall give notice of any modifcation or revocation of the powers vested in its representative, and the Bank therefore disclaims any and all liability until such notice is given.
   The Bank reserves the right to modify, suspend, cancel or restrict the mechanisms for remote attendance at the general shareholders' meeting when so required or imposed for technical or security reasons. The Bank shall not be liable for any damage that shareholders may sustain as a result of failures, overloads, downtime, failed connections or any other events of the same or a similar nature that are beyond the Bank's control and prevent the use of the mechanisms for remote attendance at the meeting.
   For further information on proxy-granting and distance voting and remote attendance at the meeting, shareholders may write to the e-mail address [e-mail], call the Shareholder Helpline 91 276 92 90 or go to the

Santander Shareholder and Investor Relations Ofce, Ciudad Grupo Santander, Avda. Cantabria, s/n, 28660

• Boadilla del Monte (Madrid). Further information is also available on the Bank's corporate website (www.santander.com).

RIGHT TO RECEIVE INFORMATION

In addition to the provisions of section 197 of the Spanish Capital Corporations Law, starting as from the date the call to the meeting is published, shareholders may obtain from the Company, immediately and free of charge, the proposed application of results covered by item One on the agenda, together with the directors' rationale and the documents issued by the auditor confrming that its audit opinion would not have changed had it been aware of the new proposed application of results when it signed its original opinion on the annual accounts for fnancial year 2019, which were approved by the shareholders at the general meeting held on 3 April 2020, all upon the terms provided for in section 40.6.bis of Royal Decree-Law 8/2020 of 17 March on extraordinary urgent measures to address the economic and social impact of COVID-19.

In connection with items Three A and Three B of the agenda, as from the date the call to the meeting is published, shareholders may examine at the registered ofce of the Company (Paseo de Pereda 9 al 12, 39004 Santander, Cantabria) the full text of the proposed resolutions, the mandatory report prepared by the directors regarding the share capital increase contemplated under item Three B and the balance sheet of Banco Santander, S.A. as at 30 June 2020, along with the corresponding auditor's report, referred to in item Five A of the agenda. Likewise shareholders may request that said documents be delivered or mailed to them free of charge.

Similarly, shareholders may also obtain, at the Company's registered ofce, the full text of the other documents (including the directors' explanation regarding the share premium distribution referred to in item Four, explanatory report of the board on the competence, experience and merits of the candidate referred to in item Two B, which includes the reasoned proposal of the appointments committee and the curriculum vitae of the candidate) and other proposed resolutions submitted to the shareholders at the general shareholders' meeting.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Agenda 17

Pursuant to the provisions of the Spanish Capital Corporations Law and the Rules and Regulations for the General Shareholders' Meeting, from the publication of the call to the general shareholders' meeting and until the ffth day, inclusive, prior to its holding on frst call, shareholders may submit written requests for information or clarifcation, or ask questions in writing about items on the agenda. In addition, in the same manner and within the same period, shareholders may make written requests for clarifcation concerning information available to the public that the Company has provided to the National Securities Market Commission since the previous general shareholders' meeting was held and concerning the auditor's reports mentioned above.

Pursuant to the provisions of the Rules and Regulations for the General Shareholders' Meeting, such requests as are admissible in the exercise of the shareholders' right to receive information may be made by e-mail to [e-mail], in which case, in order to provide the system with adequate guarantees of authenticity and of identity of the shareholder exercising the right to receive information, such shareholder shall include in the e-mail his or her frst name and surnames (or corporate name), Tax Identifcation Number and the number of shares held by such shareholder. As provided in section 539 of the Spanish Capital Corporations Law, and unless otherwise indicated by the shareholder, the requests exercising the right to information received at the aforementioned e-mail address may be dealt with by the Bank by means of an answer sent to the e-mail address of the shareholder-sender. The request may also be made by delivering or mailing the written request, bearing the handwritten signature of the requesting party, to the registered ofce of the Company.

DOCUMENTS AVAILABLE ON THE CORPORATE WEBSITE

Apart from the above-mentioned right to receive information, the following documents and information, among others, shall be available for viewing on the Bank's corporate website (www.santander.com) as from the date the call to the meeting is published:

1. This announcement of the call to meeting.

(ii) The total number of shares and voting rights on the date the meeting is called.

1. The full text of the proposed resolutions regarding all of the items on the agenda for the general shareholders' meeting, as well as, in connection with item One, the directors' rationale regarding the proposed application of results, in connection with items Two A and Two B and Three A and Three B, the corresponding directors' reports (also including, in the case of items Two A and Two B, the reasoned proposal of the appointments committee) and, regarding item Four, the directors' explanation regarding the share premium distribution proposal.
2. Documents issued by the external auditor confrming that it would not have modifed its audit opinion had it been aware of the new proposed application of results when it signed its original opinion on the annual accounts for fnancial year 2019.
3. The individual annual accounts and directors' report (including the statement of non-fnancial information) of Banco Santander, S.A. and the auditor's report for fnancial year 2019, which were already approved by the shareholders at the general shareholders' meeting held on 3 April 2020.
4. The 2019 annual report, which contains, among others, the consolidated annual accounts (which include the annual banking report), the Group's auditor's report for fnancial year 2019, and the consolidated directors' report (which includes, among others, the consolidated statement of non- fnancial information and the independent services provider's verifcation report).
5. The balance sheet of Banco Santander, S.A. as at 30 June 2020 referred to in item Three A of the agenda, along with the corresponding auditor's report.
6. The curriculum vitae of the person referred to in item Two of the agenda, including that director's category.
7. The rules applicable to proxy-granting and voting by remote means of communication and to remote attendance at the meeting and the documentation necessary for such purpose.

18 ~SantanderOctober 2020 General Shareholders' Meeting

1. The rules of operation of the Electronic Shareholders' Forum.
2. The current Bylaws.
3. The current Rules and Regulations for the General Shareholders' Meeting.
4. The current Rules and Regulations of the Board of Directors.
5. The valid requests for information, clarifcation or questions asked by shareholders exercising their right to receive information and any answers provided by the directors.

SPECIAL INFORMATION TOOLS

Pursuant to the provisions of section 539.2 of the Spanish Capital Corporations Law, the Bank has made available on its corporate website (www.santander.com) an Electronic Shareholders' Forum (hereinafter, the "Forum"), which may be accessed, with all proper safeguards, by shareholders who are individuals as well as by voluntary associations of shareholders that may be created pursuant to the provisions of section 539.4 of the Spanish Capital Corporations Law.

There may be published in the Forum proposals intended to be presented as a supplement to the agenda announced in the call to meeting, requests for adherence to such proposals, initiatives to reach the percentage required to exercise a minority right as contemplated by Law, and voluntary proxy ofers or solicitations.

The Forum does not constitute a device for electronic conversation among the shareholders or a meeting point for virtual debate, nor is the Forum a channel of communication between the Company and its shareholders. The Forum is made available in order to facilitate communication among the Bank's shareholders on occasion of the call to and until the holding of the general shareholders' meeting.

To access the Forum, shareholders must have previously signed one of the following agreements with the Bank, which will allow them to have a set of access codes for the Forum and, by means thereof, an electronic signature:

1. Consumer Digital Banking Agreement:shareholders who are individuals and who have already entered into a Consumer Digital Banking Agreement with the Bank may make use thereof, using the passwords already available to them under such agreement for purposes of accessing the Forum. The security passwords of Openbank will also work for these purposes.
2. Agreement for Access to Electronic Voting and Proxy- Granting and Remote Attendance:shareholders who are individuals and have not entered into a Consumer Digital Banking Agreement and shareholders that are legal entities (even if they have entered into a Consumer Digital Banking Agreement) must sign an Agreement for Access to Electronic Voting and Proxy-Granting and Remote Attendance for the sole purpose of accessing and using the Forum and, if applicable, of using the electronic voting and proxy- granting mechanisms, without any charge by the Bank.

Legalentities and non-residents of Spain mustcallthe Shareholder Helpline to adapt, with proper safeguards, the mechanisms for participating in the Electronic Shareholders' Forum. From the date of publication of the announcement of the call to meeting, the information and requirements to sign either of such agreements may be viewed on the Bank's corporate website (www.santander.com). Access to the Forum and the terms and conditions for the use and operation thereof shall be governed by the provisions of this announcement of the call to meeting and by the rules of operation of the Electronic Shareholders' Forum, the text of which can be viewed on the aforementioned Bank's corporate website.

DATA PROTECTION

Data controller and data protection ofcer.The entity responsible for processing is Banco Santander, S.A., Paseo de Pereda, nos 9 al 12, 39004 Santander (the "Company"). The Company's Data Protection Ofcer contact information is: calle Juan Ignacio Luca de Tena, 11, 28027 Madrid; [e-mail].

Purposes of processing and bases for legitimate use.The personal data set forth herein, those that the shareholders provide to the Company in exercising their

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Agenda 19

attendance, proxy-granting and voting rights at the general shareholders' meeting, including those stated in the attendance, proxy and distance voting card, or that are provided by the banks or brokerage frms or companies with whom shareholders have deposited their shares, through the entity legally entrusted with the book-entry register, Sociedad de Gestios Sistemas de Registro, Compensacialores, S.A. (IBERCLEAR),

as well as the data generated at the general shareholders' meeting and the data that will be obtained through its recording (i.e. image and voice), will be processed in order to manage and control both the shareholding relationship and the call to, holding, audiovisual recording and public broadcasting of the general shareholders' meeting on the corporate website (www.santander.com), as well as to comply with its legal obligations. This processing is required for the aforementioned purposes, and its legitimacy rests upon performance of the shareholding relationship, compliance with legal obligations and, as regards the capture and dissemination of images, the Bank's legitimate interest to broadcast the meeting and the consent given by the interested party by attending the general shareholders' meeting (whether in person or remotely).

By attending the general shareholders' meeting (in person or remotely), the attendee authorises the taking of photographs, the audiovisual recording of image and/or voice, and the reproduction and/or publication and dissemination as stated above. The legal basis for processing personal data consisting of images and/or voice is both the existence of a legitimate interest of Banco Santander, S.A. in recording and broadcasting the meeting, which is recognised in the transparency rules and principles applicable thereto, and the consent of the attendee given by attending the general shareholders' meeting.

Transfers of data and international transfers.The data will be made available to the notary public who is to attend the general shareholders' meeting, and may be made available to third parties in the exercise of their right to receive information laid down in the law or be made accessible to the public from any territory, including from outside the European Union, to the extent that they are included in the documents available on the corporate website (www.santander.com) or are mentioned at the general shareholders' meeting, which may be subject to public dissemination on such website, on social media and in accredited media.

Data storage.As a general rule, personal data will be processed during the course of the shareholding relationship, and once it has ended, during the limitation period of any legal or contractual liability to which the Company is subject. As regards the processing of data subject to consent, the data will be processed until the data subject withdraws such previously given consent.

Exercise of rights.Data subjects may send their requests for access, correction, erasure, objection, restriction of processing, portability, and for exercise of the right not to be subject to decisions based exclusively on automated processing, as well as withdraw consent previously given and exercise any other rights recognised by data protection laws, all pursuant to General Data Protection Regulation (EU) 2016/679 and other applicable legal provisions, by written communication addressed to Ciudad Grupo Santander, Avda. de Cantabria, edifcio de Pereda 2ª Planta, 28660 Boadilla del Monte (Madrid), Spain, or by contacting [e-mail]. Data subjects may also fle claims with the competent data protection authority, which in Spain is the Spanish Data Protection Agency (Agencia Española de Protección de Datos) (www.aepd.es).

Third-partydata.If the attendance, proxy and distance voting card includes personal data relating to individuals other than the holder and if a third party attends the meeting as a representative of the shareholder, the shareholder must inform said person of the particulars stated above in relation to the processing of personal data and comply with any other requirements that might apply for the proper transfer of the personal data to Banco Santander, S.A., without Banco Santander, S.A. having to take any additional action with respect to the data subjects.

Santander, 22 September 2020

The General Secretary,

Jaime Pérez Renovales

20 ~SantanderOctober 2020 General Shareholders' Meeting

Proposals of resolutions and directors' reports or rationales

ORDINARY GENERAL SHAREHOLDERS' MEETING OF BANCO SANTANDER, S.A.

- OCTOBER 2020

Item One.- Application of results obtained during fnancial year 2019.

RATIONALE SUBMITTED BY THE BOARD OF DIRECTORS OF BANCO SANTANDER, S.A. REGARDING THE PROPOSAL REFERRED TO IN ITEM ONE ON THE AGENDA FOR THE GENERAL SHAREHOLDERS' MEETING CALLED FOR 26 OCTOBER 2020, ON FIRST CALL, AND FOR 27 OCTOBER 2020, ON SECOND CALL

This rationale is submitted in compliance with the provisions of section 40.6.bis of Royal Decree-Law 8/2020 of 17 March on urgent extraordinary measures to address the economic and social impact of COVID-19, and is intended to report on the reasons why the board of directors of Banco Santander, S.A. ("Banco Santander" or the "Bank") has chosen to replace the proposed application of results contained in the notes to the annual accounts corresponding to fnancial year 2019, which were already approved by the shareholders at the general shareholders' meeting held on 3 April 2020, with the proposed application of results that is submitted for approval by the shareholders under item One on the agenda.

The notes to the Bank's annual accounts for fnancial year 2019 included a proposed application of results that contemplated the use of an amount of up to 1,761,520,145.69 euros to pay a portion of the 2019 fnal dividend and the acquisition of bonus share rights that were to be provided to the shareholders through the Santander Dividendo Elección scrip dividend scheme within the framework of the dividend policy for 2019.

On 27 February 2020 the board of directors resolved to submit the above-described application of results to the shareholders at the general shareholders' meeting called to be held on 2 April 2020, on frst call, and 3 April 2020, on second call, under item Two on the agenda (Application of results obtained during Financial Year 2019).

However, on 27 March 2020 the European Central Bank (ECB) issued a recommendation in which it asked all European credit institutions under its supervision to refrain, at least until 1 October 2020, from paying out dividends with a charge to the results from fnancial years 2019 and 2020 or to make irrevocable commitments to pay out them, in order to preserve capital ("Recommendation I").

Taking into account Recommendation I and in line with the Bank's mission to help people and businesses prosper, on 2 April 2020 the board of directors thus decided to cancel the payment of the 2019 fnal dividend and the dividend policy for 2020, resolving to this end, among other issues, to withdraw from the agenda for said general meeting the proposal corresponding to item Two (Application of results obtained during Financial Year 2019), deferring the decision on the application of results obtained by the Bank during fnancial year 2019 to a meeting to be held no later than 31 October 2020. The Bank reported all of the above through the corresponding notice of inside information (información privilegiada) addressed to the CNMV on that same 2 April 2020 and at the general shareholders' meeting held on 3 April 2020, at which it expressly warned that the proposed application of results submitted at the next meeting might difer from the one initially submitted.

Subsequently, on 27 July 2020, the ECB issued a second recommendation to all European credit institutions under its supervision extending the efects of Recommendation I and asking them to refrain, until 1 January 2021, from paying out dividends from the results for fnancial years 2019 and 2020 or from entering into irrevocable commitments to pay out them ("Recommendation II").

IncompliancewithRecommendationII,theboardofdirectors has resolved to replace the initial proposed application of results with the one being submitted for approval by the shareholders under item One on the agenda, which provides for allocating the entirety of the Bank's results for fnancial year 2019 to increase the Voluntary Reserve, except for the

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Agenda 23

amount used for payment of the dividend paid prior to the date of the ordinary general meeting and the issuance of Recommendation I.

Despite the fact that, as announced on 23 March 2020, the Bank meets the capital requirements and the board of directors is comfortable with its capital bufers over regulatory requirements, Recommendation I and Recommendation II are considered to be extremely signifcant, given the strength and authority of the ECB's recommendations. This means that it is now appropriate to

amend the proposed application of results obtained by the Bank in fnancial year 2019 and to apply the entire amount of the results pending application to increasing the Bank's Voluntary Reserve.

Proposal:

To approve the application of results in the amount of 3,530,216,306.15 euros obtained by the Bank in fnancial year 2019, to be distributed as follows:

Euros	1,661,811,458.20	to the payment of the dividend already paid prior to the
		date of the ordinary General Meeting.
Euros	1,868,404,847.95	to increase the Voluntary Reserve.
Euros	3,530,216,306.15	in total.
Item Two.-	Board of directors: appointment, re-	Item Two A) also includes a proposal to set the number of
	election or ratifcation of directors.	the Bank's directors at 15, which is within the threshold
		established by Recommendation 13 of the current Good
		Governance Code of Listed Companies.

Two A.-	Setting of the number of directors.
Two B.-	Appointment of Mr RamMartín
	Chávez Márquez.

REPORT SUBMITTED BY THE BOARD OF DIRECTORS OF BANCO SANTANDER, S.A. REGARDING THE PROPOSALS REFERRED TO IN ITEM TWO ON THE AGENDA FOR THE GENERAL SHAREHOLDERS' MEETING CALLED FOR 26 OCTOBER 2020, ON FIRST CALL, AND FOR 27 OCTOBER 2020, ON SECOND CALL

This report has been prepared in compliance with the provisions of section 529 decies of the Spanish Capital Corporations Law (Ley de Sociedades de Capital) and is intended to provide a rationale for the proposed appointment of a director of Banco Santander, S.A. ("Banco Santander" or the "Bank") that is submitted for the approval of the shareholders acting at the general shareholders' meeting under item Two on its agenda, evaluating for such purposes the competence, experience and merits of the person whose appointment is proposed at the meeting.

In relation to the proposed appointment of Mr Ram Martín Chávez Márquez (R. Martín Chávez), it is noted for the record that he will fll the vacancy to be left by Ms Esther Giménez-Salinas i Colomer, who will cease to hold ofce at the time of receipt of the regulatory approval 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 and in connection with the appointment of Mr R. Martín Chávez, and he accepts his appointment.

For purposes of item Two B), the board's assessment of the competence, experience and merits of Mr R. Martín Chávez, whose appointment is submitted to the shareholders at the general meeting, is included separately below. All of the foregoing is carried out in view of the reasoned proposal made by the appointments committee on 15 September 2020, in accordance with the aforementioned section 529 decies of the Spanish Capital Corporations Law and articles 18.4 and 26 of the rules and regulations of the board, and with which the board concurs in all respects. The

24 ~SantanderOctober 2020 General Shareholders' Meeting

aforementioned proposal of the appointments committee is attached as an Exhibitto this directors' report.

It is also noted that the appointment of Mr R. Martín Chávez submitted to a vote under item Two B) on the agenda is subject to obtaining the regulatory approval provided for in Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions, in Council Regulation (EU) 1024/2013 of 15 October 2013 and in Regulation

(EU) No 468/2014 of the European Central Bank regarding suitability. If said approval is not obtained and the European Central Bank rejects the suitability of Mr R. Martín Chávez, it is expected that the existing vacancy on the board, if any, will be covered either by interim appointment of another candidate by the board itself after the holding of the general meeting or by appointment of another candidate at a subsequent general meeting.

Similarly, for the purposes of section 518.e) of the Spanish Capital Corporations Law, this report contains full information on the identity, curriculum vitae and category of Mr R. Martín Chávez.

Detailed information is provided below regarding Mr R. Martín Chávez included in the proposed appointment submitted to the shareholders at the general meeting.

Mr R. Martín Chávez (item Two B)

1. Profle description:

• Born in 1964 in Albuquerque, New Mexico (U.S.A.). He received his A.B. magna cum laude in Biochemical Sciences and S.M. in Computer Science from Harvard University and his Ph.D. in Medical Information Sciences from Stanford University.
• He has long and extensive experience in the fnancial and IT sectors, having been CTO and co-founder of Quorum Software Systems (1989-1993), Global Head of Energy Derivatives at Credit Suisse Financial Products (1997-2000) and CEO and co-founder of Kiodex (2000-2004). In 2005 he joined Goldman Sachs, where he has held various executive positions and responsibilities, including global co-head of the Securities Division, CIO and CFO. He became a partner at Goldman Sachs in 2006, and was a member of the Management Committee from 2012 until 2019, when he left the frm.

• Other signifcant positions: he has been a director of PNM Resources, Inc., of the International Swaps and Derivatives Association (ISDA) and of The Santa Fe Opera and a member of the board of trustees of amfAR (the Foundation for AIDS Research). He is currently an independent director of Recursion Pharmaceuticals, Inc., of Paige.AI, Inc. and of Mount Sinai Genomics, Inc., d/b/a Sema4. He is also a member of the Harvard University Board of Overseers, and a member of the board of trustees of the Institute for Advanced Study of Princeton (New Jersey) and of the Los Angeles Philharmonic, as well as a member of the Stanford University School of Medicine Board of Fellows.

1. Evaluation:
   The board concurs with the evaluation of the appointments committee and considers that the curriculum vitae and business career of Mr R. Martín Chávez, who has successfully held various management positions in the global fnancial sector as well as in the IT sector, demonstrate that he has the competence, experience and merits necessary to hold the position of director.
2. Category of director:

The board, which concurs with the considerations of the appointments committee, considers Mr R. Martín Chávez to be an independent director, as he fulfls the requirements established in sub-section 4 of section 529 duodecies of the Spanish Capital Corporations Law and in article 6.2 (c) of the rules and regulations of the board.

EXHIBIT

REASONED PROPOSAL OF THE APPOINTMENTS

COMMITTEE (15 SEPTEMBER 2020)

REASONED PROPOSAL OF THE APPOINTMENTS COMMITTEE OF BANCO SANTANDER, S.A. REGARDING THE APPOINTMENT OF A DIRECTOR OF BANCO SANTANDER, S.A. WHICH IS SUBMITTED FOR THE APPROVAL OF THE SHAREHOLDERS ACTING AT THE NEXT ORDINARY GENERAL MEETING

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Agenda 25

This reasoned proposal is made in accordance with the provisions of section 529 decies of the Spanish Capital Corporations Law and of articles 18.4 and 26 of the rules and regulations of the board, and is intended to propose to the board of directors of Banco Santander, S.A. (the "Bank" or the "Company") the appointment of a director to be submitted to the shareholders acting at the next ordinary general shareholders' meeting.

Pursuant to the aforementioned article 26 of the rules and regulations of the board of the Company, the appointments committee shall prepare a reasoned report on and proposal for appointments, re-elections and ratifcations of directors, regardless of the category to which they are assigned.

The update and analysis of the competencies and diversity matrix of the board carried out in fnancial year 2019 showed, among other things, the advisability of continuing to strengthen competencies in the technological and digital areas and international experience and geographical diversity, especially in the geographic areas in which the Group does business. This is met by the proposed appointment of Mr Ramrtín Chávez Márquez (R.

Martín Chávez).

The proposed appointment of Mr R. Martín Chávez replacing Ms Esther Giménez-Salinas i Colomer does not afect the board of directors' gender diversity commitment nor does it afect the resolution passed in 2019 which raised the target of the presence of women on the board from 30% to between 40% and 60% by 2021. Although the change in the composition of the board of directors proposed hereby will result in, if approved, reducing the presence of women to below 40%, the aim is still to restore such presence in the short term to achieve the abovementioned goal.

By virtue of all of the foregoing, the proposal of this committee includes setting the number of directors at 15, and as to the specifc appointment of a director, is based on the following:

Appointment of Mr R. Martín Chávez

By virtue of the powers legally vested therein, this committee submits to the board of directors the proposed appointment of Mr R. Martín Chávez as independent director, as described below.

Born in 1964 in Albuquerque, New Mexico (U.S.A.). He received his A.B. magna cum laude in Biochemical Sciences and S.M. in Computer Science from Harvard University and his Ph.D. in Medical Information Sciences from Stanford University.

He has long and extensive experience in the fnancial and IT sectors, having been CTO and co-founder of Quorum Software Systems (1989-1993), Global Head of Energy Derivatives at Credit Suisse Financial Products (1997-2000) and CEO and co-founder of Kiodex (2000-2004). In 2005 he joined Goldman Sachs, where he has held various executive positions and responsibilities, including global co-head of the Securities Division, CIO and CFO. He became a partner at Goldman Sachs in 2006, and was a member of the Management Committee from 2012 until 2019, when he left the frm.

Mr R. Martín Chávez has been a director of PNM Resources, Inc., of the International Swaps and Derivatives Association (ISDA) and of The Santa Fe Opera and a member of the board of trustees of amfAR (the Foundation for AIDS Research).

He is currently an independent director of Recursion Pharmaceuticals, Inc., of Paige.AI, Inc. and of Mount Sinai Genomics, Inc., d/b/a Sema4. He is also a member of the Harvard University Board of Overseers, and a member of the board of trustees of the Institute for Advanced Study of Princeton (New Jersey) and of the Los Angeles Philharmonic, as well as a member of the Stanford University School of Medicine Board of Fellows.

From the information available to the Bank, Mr R. Martín Chávez has the necessary knowledge and experience to perform the duties of his position. He brings to the board extensive experience in the global fnancial sector as well as in the information technology (IT) sector, which will enhance the board's digital capabilities. He also increases the geographical and international educational diversity thereof. Consequently, it is considered that Mr R. Martín Chávez has the competence, experience and merits necessary to hold the position of director.

Additionally, for the purposes established in Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions, in Royal Decree 84/2015 of 13 February, implementing Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions, in Banco Santander directors' recruitment, suitability assessment

26 ~SantanderOctober 2020 General Shareholders' Meeting

and succession policy and in the internal procedure for the selection and ongoing evaluation of the suitability of key personnel for the performance of banking activities within the Santander Group, this committee states, at this date, that Mr R. Martín Chávez possesses the necessary knowledge and experience to hold the position of director of the Company and that he is able to carry out good governance thereof. This occurs after having analysed the content of the suitability assessment questionnaire completed by Mr R. Martín Chávez and his professional background and once it was confrmed, according to the information provided, that Mr R. Martín Chávez is within the maximum number of positions established in section 26 of Law 10/2014 of 26 June, for which reason it is considered that he is able to devote sufcient time to performing the duties of his position and that he is not afected by conficts of interest. In view of the foregoing, his suitability for the performance of the position of director is thus verifed. His appointment as director will in any event be subject to the efective receipt of the relevant regulatory approval. If it is not obtained and the European Central Bank does not confrm the suitability of the candidate, the resulting vacancy could be flled on an interim basis after the holding of the general shareholders' meeting or the appointment of a new candidate would be proposed at a subsequent meeting.

Finally, with respect to the category of director, this committee considers that Mr R. Martín Chávez fulfls the requirements established in sub-section 4 of section 529 duodecies of the Spanish Capital Corporations Law and in article 6.2(c) of the rules and regulations of the board to be considered an independent director.

Proposals1:

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

Two B.- To appoint Mr Ramrtín Chávez Márquez as a director, with the classifcation of independent director, for the Bylaw-mandated period of three years. The efectiveness of this appointment is subject to obtaining the regulatory approval 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.

Item Three.-

Three A.- Examination and, if appropriate, approval of the balance sheet of Banco Santander, S.A. as at 30 June 2020.

Three B.- 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. 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 meeting; take such actions as may be required for implementation thereof; amend the text of sections 1 and 2 of article 5 of the Bylaws to refect 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 in the manner required by each of such Stock Exchanges.

1The proposals regarding the setting of the number of directors and the appointment made under items Two A and Two B shall be submitted to a separate vote.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Agenda 27

REPORT SUBMITTED BY THE BOARD OF DIRECTORS OF BANCO SANTANDER, S.A. REGARDING THE PROPOSALS REFERRED TO IN ITEMS THREE A AND B ON THE AGENDA FOR THE ORDINARY GENERAL SHAREHOLDERS' MEETING CALLED FOR 26 OCTOBER 2020, ON FIRST CALL, AND FOR 27 OCTOBER 2020, ON SECOND CALL

This report has been prepared in connection with the proposal to increase share capital which will be submitted for approval under item Three B on the agenda for the said ordinary general shareholders' meeting of Banco Santander, S.A. ("Banco Santander", "Santander" or the "Bank"), in relation to which the approval of the Bank's balance sheet is also proposed under item Three A on the agenda.

The report is issued in compliance with the requirements established in sections 286 and 296 of the Spanish Capital Corporations Law (Ley de Sociedades de Capital), pursuant to which the board of directors must issue a report justifying the proposal to be submitted to the shareholders at the general shareholders' meeting, given that the approval and execution of such proposal necessarily entail the amendment of sections 1 and 2 of article 5 of the Bylaws concerning share capital.

As previously stated, the balance sheet of Banco Santander as at 30 June 2020 is also submitted for the approval of the shareholders at the general shareholders' meeting under item Three A on the agenda as an instrumental part of the resolution to increase capital under item Three B on the agenda and in order to comply with the requirement set out in section 303.2 of the Spanish Capital Corporations Law.

For purposes of facilitating comprehension of the transaction giving rise to the proposed share capital increase submitted at the meeting, shareholders are frst provided with a description of the purpose of and rationale for such capital increase. Next, a description is provided of the main terms and conditions of the capital increase charged to reserves that constitutes the subject matter of this report. Last, the proposed resolutions to approve the balance sheet and to increase capital which are submitted at the general shareholders' meeting are presented.

1. PURPOSE OF THE PROPOSAL

The purpose of the proposed capital increase with a charge to reserves to be submitted to the shareholders at the ordinary general shareholders' meeting (the "Capital Increase" or the "Increase") is to permit the remuneration of 0.10 euro per share to be implemented in the form of newly-issued shares, which was announced on 29 July.

On 27 March 2020 the European Central Bank (ECB) issued a recommendation in which it asked all European credit institutions under its supervision to refrain, at least until 1 October 2020, from paying out dividends with a charge to the results from fnancial years 2019 and 2020 or to make irrevocable commitments to pay out them, in order to preserve capital ("Recommendation I").

Taking into account Recommendation I and in line with the Bank's mission to help people and businesses prosper, on 2 April 2020 the board of directors decided to cancel the payment of the 2019 fnal dividend and the dividend policy for 2020, resolving to this end, among other issues, to withdraw from the agenda for the ordinary general meeting of the following day the proposed application of results and the resolution to increase capital with a charge to reserves that must be used to implement the application of the Santander Dividendo Elección scrip dividend scheme apart from remuneration with a charge to said results. This deferred the decision regarding the application of results obtained by the Bank during fnancial year 2019, which is now submitted to the shareholders at the general meeting under item One on the agenda. The Bank reported all of the above through the corresponding notice of inside information (información privilegiada) addressed to the CNMV on that same 2 April 2020 and at the general shareholders' meeting held on 3 April 2020.

Subsequently, on 27 July 2020, the ECB issued a second recommendation to all European credit institutions under its supervision extending the efects of Recommendation I and asking them to refrain, until 1 January 2021, from paying out dividends from the results for fnancial years 2019 and 2020 or from entering into irrevocable commitments to pay out them ("Recommendation II").

In this context, on 29 July 2020, the board of directors stated its intention to remunerate shareholders through the delivery of newly-issued shares, in an amount equivalent to 0.10 euro per share. The Capital Increase that is submitted

28 ~SantanderOctober 2020 General Shareholders' Meeting

to the shareholders at the ordinary general meeting covers the issue of shares required to pay this remuneration.

Paying this remuneration through the Santander Dividendo Elección scrip dividend scheme has not been proposed because the provision on not paying out dividends contained in Recommendation II will also be deemed to apply to any type of payment in cash afecting the tier 1 ordinary capital and reducing equity in terms of either quantity or quality. Under the Santander Dividendo Elección scrip dividend scheme, the Bank's assumption of a purchase commitment of the bonus share rights would entail a breach of Recommendation II, as long as it constitutes a payment in cash that reduces equity.

As also announced on 29 July, the board of directors intends to apply a 100% cash dividend policy as soon as market conditions normalise, subject to regulatory recommendations and approvals. Therefore, the Bank has reserved six basis points of CET1 capital during the quarter ended 30 June 2020 for a possible cash dividend with a charge to 2020 results. The distribution of the share premium submitted to the shareholders under item Four on the agenda is framed within this context, upon the terms explained in the rationale for the proposal.

When the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers decides to implement the Capital Increase, the shareholders of the Bank will receive one bonus share right (derecho de asignación gratuita) for every Santander share they hold. These rights will be tradable and, as such, may be traded on the Spanish Stock Exchanges during a period of at least 15 calendar days1 (unless applicable legal provisions provide for a diferent minimum period, in which case such period will be used). Once this period ends, the rights will automatically be converted into newly-issued shares of the Bank that will be allotted to their holders. The exact number of shares to be issued in the Increase, and therefore, the number of rights needed to receive one new share, will depend on the listing price of the shares of the Bank at the time the Increase is carried out (the "Listing Price"), in accordance with the procedure described in this report,

and will be determined such that, on the date on which it is resolved to implement the Capital Increase, the underlying value of each bonus share right is approximately 0.10 euro. Without prejudice to the foregoing, a shareholder who chooses to transfer their bonus share rights on the market may do so at the price at which said rights are from time to time listed, which may be more or less than 0.10 euro (or the highest lower amount taking into account the limit on market value of the shares to be issued as outlined below). And if the shareholder does not transfer their rights on the market, the shareholder will receive the number of fully paid-up new shares to which he or she is entitled at the end of the period for trading the rights.

A shareholder who does not have a sufcient number of rights to receive a share, or to receive a share additional to that to which the shareholder is entitled, may purchase on the market the number of bonus share rights that the shareholder lacks or sell the excess rights. Without prejudice thereto, it is proposed to the shareholders to authorise the board of directors to establish such mechanisms as it deems appropriate to allow and carry out the sale by the shareholders of said excess rights (odd-lots), which may consist of the acquisition of such rights by Banco Santander or on its behalf, or the sale of the rights on the market.

In orderto allow the numberof shares to be issued so thatthe underlying value of the bonus share right is approximately

0.10 euro per share, the amount of the Capital Increase will be determined in accordance with the formulas described below, establishing a maximum market value of 1,800 million euros for the shares to be issued in implementation of the Capital Increase, valued at the Listing Price at that time (the "Market Value of the Shares")2.

The board of directors or, by delegation therefrom, the executive committee or any director with delegated powers may decide not to implement the Capital Increase, in which case the resolution submitted to the shareholders would be deprived of efect pursuant to the provisions of section II.6 below.

1. The ability to transfer their bonus share rights on the market may be limited in the case of indirect shareholders of the Bank, such as participants in the ADS program in the United States, holders of CDIs through the nominee services sponsored by Banco Santander in the United Kingdom or for any other reason, due to the specifc terms and conditions applicable to the programmes in which these shareholders participate.
2. Subject to rounding, if required, in accordance with the formulas set forth in section II.1 of this report.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Agenda 29

1. MAIN TERMS AND CONDITIONS OF THE CAPITAL INCREASE

The main terms and conditions of the Capital Increase are described below.

1. Amount of the Capital Increase, number of shares to be issued and number of bonus share rights needed to receive one new share

The number of shares to be issued in the Capital Increase will be the result of dividing the Market Value of the Shares from time to time set within the limit of 1,800 million euros by the value of the shares of the Bank at the time the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers, decides to carry out the Increase (i.e., the Listing Price). The number so calculated will be rounded in order to obtain a whole number of shares and a ratio for conversion of rights into shares that is also a whole. For the same purposes, Banco Santander will also cause a Santander Group company that holds shares to waive the necessary number of bonus share rights.

Once the numberof shares to be issued is established, the amount of the Capital Increase will be the result of multiplying that number of new shares by the par value of the Banco Santander shares (0.5 euro per share). Thus, the Capital Increase will be made at par value, with no share premium.

Specifcally, when the decision is made to carry out the Capital Increase, the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers, will determine the number of shares to be issued and, therefore, the amount of the Capital Increase and the number of bonus share rights needed to receive one new share, using the following formula (with the result being rounded downwards to the nearest whole number):

NNS = TNShrs / Num. rights

where,

NNS = Number of new shares to be issued;

TNShrs = Number of Banco Santander shares outstanding on the date the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers, resolves to implement the Capital Increase; and

Num. rights = Number of bonus share rights needed for the allotment of one new share, which number will be obtained by applying the following formula, rounded up to the nearest whole number:

Num. rights = TNShrs / Provisional num. shares

where,

Provisional num. shares = Market Value of the

Shares / ListPri.

For the purposes hereof:

"Market Value of the Shares" is the market value of the Capital Increase, which will be determined by the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers, with a maximum limit of 1,800 million euros, based on the number of outstanding shares (i.e. TNShrs) and the Listing Price (ListPri) in order for the underlying value of the bonus share right at the time of implementation of the Capital Increase calculated based on the ListPri to be approximately

0.10 euro per share (or the highest lower amount taking into account the limit indicated above).

"ListPri" is the closing price of the Bank's shares on the Spanish Stock Exchanges in the last trading session ended prior to the resolution of the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers, to carry out the Capital Increase, rounded to the nearest one-thousandth of a euro and, in case of one-half of one-thousandth of a euro, rounded up to the nearest one-thousandth (amount referred to as "Listing Price" in this report).

Example of calculation of the number of new shares to be issued, the amount of the Increase and the

30 ~SantanderOctober 2020 General Shareholders' Meeting

number of bonus share rights needed to receive one new	instance, 1.85 euros, with the same Market Value of
share:		the Shares the underlying value of the right would be
		slightly lower (0.097 euros).
Solely forthe purpose of facilitating an understanding
of how the formula included in this section should 2.	Bonus share rights
be applied, an example is given below. The results
of these calculations are not representative of what	Each outstanding share of the Bank will grant its
the results will be when the Capital Increase is	holder one bonus share right.
carried out, which results will depend on the various
variables used in the formula.	The number of bonus share rights needed to receive
For the purposes of this example:	one new share will be automatically determined
according to the proportion between the number
-	The Market Value of the Shares is 1,775	of new shares issued in the Capital Increase and
the number of outstanding shares, calculated in
	million euros.	accordance with the formula set forth in section II.1
		above.

• A ListPri of 1.8 euros is assumed.

-	The TNShrs is 16,618,114,582 (number of	The holders of debentures or instruments convertible
into shares of Banco Santander will have no bonus
	Santander shares on the date of this report).	share rights; however, if applicable, they will be
Therefore:	entitled to a modifcation of the ratio for conversion
of debentures into shares (or of the minimum and/
Provisional num. shares = Market Value of	or maximum limits of such ratio, when the ratio is
variable), in proportion to the amount of the Capital
the Shares / ListPri = 1,775,000,000 / 1.8 =	Increase.
986,111,111.11
Num. rights = TNShrs / Provisional num. shares =	If the number of bonus share rights needed to receive
one share (17 in the example above) multiplied by
16,618,114,582 / 986,111,111.11 = 16.8521 = 17	the number of new shares (977,536,151 in the same
(rounded upwards)	example) is lower than the number of outstanding
NNS = TNShrs / Num. rights = 16,618,114,582 /	shares (16,618,114,582), Santander, or a company of
its Group, will waive a number of bonus share rights
17 = 977,536,151.88 = 977,536,151 (rounded	equal to the diference between the two fgures
downwards)	(i.e. 15 rights in the above-mentioned example) for
Consequently, in this example, (i) the number of	the sole purpose of having a whole number of new
shares and not a fraction.
new shares to be issued in the Increase would be
977,536,151, (ii) the amount of the Increase would	The bonus share rights will be allotted to the
be 488,768,075.5 euros (977,536,151 x 0.5), and	shareholders of Banco Santander who have acquired
(iii) 17 bonus share rights (or old shares) would be	their respective shares and who appear as such
needed to receive one new share3.	in the book-entry records of Sociedad de Gesti
		de los Sistemas de Registro, Compensaciy
As indicated, this is just an example. In it, the	Liquidacialores, S.A. Unipersonal (Iberclear)
underlying value of the bonus share right would	on the corresponding dates in accordance with
be exactly 0.10 euros. Other fgures can lead to	the applicable rules for clearing and settlement of
slightly diferent results. Thus, if the ListPri were, for	securities. The bonus share rights may be traded for

3In this example, a Santander Group company would have to waive 15 bonus share rights corresponding to 15 Santander shares owned by it, so that a whole number of shares is issued.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Agenda 31

	the term determined by the board of directors or, 5.	Tax regime
	by delegation therefrom, the executive committee
	or a director with delegated powers, subject to a	The tax regime applicable in the Capital Increase to
	minimum term of ffteen calendar days (unless	shareholders in Spain will generally be as follows
	applicable legal provisions provide for a diferent	(withoutprejudice to the special provisions applicable
	minimum period, in which case such period will be	to shareholders who are non-residents or who are
	used).	subject to taxation in regional (foral) territories of
3.	Rights of the new shares	the Basque Country or in the Foral (Autonomous)
Community of Navarre, or to potential future
			regulatory changes that may afect the applicable tax
	The new shares to be issued in the Capital Increase	regime):
	will be ordinary shares with a par value of one-half
	(0.5) euro each, of the same class and series as those	Receiving new fully paid-up shares
	currently outstanding, represented in book-entry
	form, the records of which will be kept by Sociedad de	The delivery of the shares issued in the Capital
	Gestios Sistemas de Registro, Compensaci	Increase will be considered for tax purposes as a
	y Liquidacialores, S.A. Unipersonal (Iberclear)	delivery of fully paid-up bonus shares, and therefore,
	and its participants. The new shares will grant their	will not be considered shareholders' income for
	holders the same economic, voting and related	purposes of Personal Income Tax (Impuesto sobre
	rights as the currently outstanding ordinary shares of	la Renta de las Personas Físicas) ("IRPF") or Non-
	the Bank from the time at which the Capital Increase	Resident Income Tax (Impuesto sobre la Renta de no
	is declared to have been subscribed and paid up.	Residentes) ("IRNR"), if the shareholders do not act
	The new shares will be delivered fully paid-up and	through a permanent establishment in Spain, nor
	entirely free of charge.	will they be subject to any withholding or payment
			on account.

4. Balance sheet and reserves to which the Capital

Increase will be charged	The acquisition value, both of the new shares
	received in the Capital Increase and of the shares
The balance sheet used for the purposes of the	from which they arise, will be the result of dividing
Capital Increase is that corresponding to 30 June	the total cost by the applicable number of shares,
2020, audited by PricewaterhouseCoopers Auditores,	both old and new. The acquisition date of said fully
S.L. and which is submitted for approval by the	paid-up bonus shares will be that of the shares from
shareholders at the ordinary general shareholders'	which they arise.
meeting under item Three A on the agenda therefor.
	For the Corporate Income Tax (Impuesto sobre
The Capital Increase is charged entirely to the	Sociedades) ("IS") and for the IRNR for non-residents
reserves contemplated in section 303.1 of the	acting through a permanent establishment in Spain,
Spanish Capital Corporations Law. In principle, it is	to the extent that a complete commercial cycle is
expected to be charged to the reserve for the share	closed, these shareholders will pay tax pursuant to
premium, although it is within the purview of the	applicable accounting rules (taking into account, if
board of directors or, by delegation therefrom, the	applicable, the ICAC Resolution of 5 March 20194,
executive committee or any director with delegated	which governs the accounting treatment of capital
powers, to determine the specifc reserve to be used	increases with a charge to reserves, among other
and the amount thereof in accordance with the	corporate transactions), and any specifc rules that
balance sheet used for the purposes of the Capital	may apply regarding the aforementioned taxes. All
Increase upon implementation of the Increase.	of the foregoing is without prejudice to the rules

4Resolution of 5 March 2019 of the Accounting and Auditing Institute (Instituto de Contabilidad y Auditoría de Cuentas) developing the standards for presentation of fnancial instruments and other accounting aspects relating to the commercial regulation of capital enterprises (the "ICAC Resolution").

32 ~SantanderOctober 2020 General Shareholders' Meeting

for determining the tax basis that may apply in	It should be kept in mind that this summary does not
these taxes. Without prejudice to the corresponding	explain all possible tax consequences of the various
book-entry record, pursuant to the opinion of	options relating to the implementation of the Capital
administrative law scholars and the IS and IRNR	Increase. In particular, there is no description of the
rules for non-residents acting through a permanent	consequences that may arise in their countries of
establishment in Spain, no withholding or payment	residence for shareholders who are not resident in
on account should be applied to the delivery of bonus	Spain for tax purposes. Therefore, shareholders are
share rights or fully paid-up bonus shares as a result	advised to consult with their tax advisors regarding
of the Capital Increase.	the specifc tax impact of the proposed remuneration
			system, taking into account the particular
Transfer of all or part of the bonus share rights on the	circumstances of each shareholder or holder of
market		bonus share rights, and to focus on any changes that
			may occur in both applicable law on the date of this
If the shareholders sell their bonus share rights on	report and the standards of interpretation thereof.
the market, the amount so obtained will be taxed as
follows:	Finally, the holders of American Depositary Receipts
			(ADRs) and CREST Depository Interests (CDIs) are
•	For purposes of the IRPF and the IRNR without	advised to consult with their tax advisors before
	a permanent establishment, the amount	making a decision regarding the implementation of
	obtained from the sale of the bonus share	the Capital Increase.
	rights on the market will be considered as a
	capital gain for the seller, without prejudice 6.	Delegation of powers and implementation of the
	to the potential application to IRNR subjects	Increase
	without a permanent establishment of
	international treaties, including treaties	It is hereby proposed to delegate to the board of
	signed by Spain for the avoidance of double	directors, with express authority to delegate in turn
	taxation and to prevent the evasion of income	to the executive committee or to any director with
	tax to which they may be entitled, or to the	delegated powers, the power to decide the date on
	exemptions established in the IRNR rules.	which the Capital Increase to be approved by the
			shareholders at the ordinary general meeting is to
	For shareholders subject to IRPF, that capital	be implemented, as well as to establish the terms
	gain will be subject to IRPF tax withholding	and conditions thereof as to all matters not provided
	at the corresponding taxation rate. This	for by the shareholders at the general meeting, all
	withholding will be applied by the relevant	upon the terms established in section 297.1.a) of
	depository, or in the absence thereof by	the Spanish Capital Corporations Law. This includes,
	the fnancial broker or commercial notary	without limitation, the decision on the items to which
	participating in the transfer.	the Increase will be charged.
•	Taxation under the IS and the IRNR with a	Notwithstanding the foregoing, if the board of
	permanent establishment in Spain, to the	directors, after taking into account the market
	extent that a full business cycle has been	conditions, among other matters, does not consider
	completed, will be determined in accordance	it advisable to carry out the Capital Increase, it will
	with the applicable accounting rules (paying	be entitled to decide not to carry out such Increase,
	particular attention to the aforementioned	in which case it shall report such decision to the
	ICAC Resolution) and the legal provisions	shareholders at the next ordinary general meeting.
	applicable to said taxes and any special	The Capital Increase shall be null and void if the board
	rules thereof. All of the foregoing is without	of directors does not exercise the powers delegated
	prejudice to the rules for determining the tax	thereto	within the	one-year period established
	basis that may apply in these taxes.	by the	shareholders	for implementation of the

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Agenda 33

resolution. In any event, the board's current intention is to implement the Capital Increase as reported to the market on 29 July 2020.

When the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers, decides to implement the Capital Increase and establishes all the fnal terms and conditions thereof not already established by the shareholders at the general meeting, the Bank will make those terms and conditions public. In particular, prior to the beginning of the period for trading the bonus share rights, the Bank will make publicly available a document containing information on the number and nature of the shares and the reasons for the Increase, all in accordance with article 1.5.g) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are ofered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/ EC.

Upon completion of the bonus share rights trading period:

1. The new shares will be allotted to the holders of bonus share rights in the corresponding proportion. The Bank may establish such mechanisms as it deems appropriate to allow and carry out the sale by the shareholders of their bonus share rights if the number thereof is less than the number required to receive one new share, which may consist of the acquisition of such rights by the Bank or on its behalf, or the sale of the rights on the market, with the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers, being authorised to take the necessary measures to this end.
2. The board of directors, or the executive committee by delegation therefrom or any director with delegated powers will declare the bonus share rights trading period closed and will refect in the Bank's accounts the

application of reserves in the amount of the Capital Increase, which will thus be paid up.

Finally, the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers will adopt the corresponding resolutions amending the Bylaws in order to refect the new amount of share capital resulting from the Capital Increase and applying for admission to listing of the new shares.

7. Admission to listing of the new shares

The Bank will apply for the 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 will take the necessary steps and actions before the competent authorities of the foreign Stock Exchanges on which Banco Santander's shares are listed from time to time in order for the new shares issued through the Increase to be admitted to trading.

1. PROPOSED RESOLUTIONS TO BE SUBMITTED TO THE SHAREHOLDERS AT THE GENERAL MEETING

The full text of the proposed approvals of the balance sheet of Banco Santander for purposes of the Capital Increase and of the Capital Increase resolution that are submitted to the shareholders at the ordinary general shareholders' meeting under items Three A and Three B, respectively, on the agenda is as follows5:

"Three A.- Approval of the balance sheet of Banco

Santander, S.A. as at 30 June 2020.

To approve the balance sheet of Banco Santander, S.A. as at 30 June 2020 and verifed by the Company's auditor, for purposes of compliance with the requirement of section

303.2 of the Spanish Capital Corporations Law regarding the capital increase with a charge to reserves submitted for the approval of the shareholders at the ordinary general meeting under item Three B on the agenda."

"Three B.- Increase in share capital with a charge to reserves

5Each of the proposals made under items Three A and Three B will be submitted to a separate vote.

34 ~SantanderOctober 2020 General Shareholders' Meeting

1. Capital increase

It is hereby resolved to increase the share capital by the amount that results from multiplying (a) the par value of one-half (0.5) euro per share of Banco Santander, S.A. ("Banco Santander" or the "Bank") by

1. the determinable number of new shares of Banco Santander resulting from the formula set forth under section 2 below (the "New Shares").

The capital increase is carried out through the issuance and fotation of the New Shares, which shall be ordinary shares with a par value of one-half (0.5) euro each, of the same class and series as those currently outstanding, represented in book-entry form.

The capital increase is entirely charged to reserves of the type contemplated in section 303.1 of the Spanish Capital Corporations Law.

The New Shares are issued at par value, i.e. for their par value of one-half (0.5) euro, with no share premium, and shall be allotted free of charge to the shareholders of the Bank.

Pursuant to section 311 of the Spanish Capital Corporations Law, provision is made for the possibility of less than full allotment.

2. New Shares to be issued

The number of New Shares will be obtained by applying the following formula, rounded down to the nearest whole number:

NNS = TNShrs / Num. rights

where,

NNS = Number of New Shares to be issued;

TNShrs = Number of Banco Santander shares outstanding on the date the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers, resolves to implement the capital increase; and

Num. rights = Number of bonus share rights needed for the allotment of one New Share, which number will be obtained by applying the following formula, rounded up to the nearest whole number:

Num. rights = TNShrs / Provisional num. shares

where,

Provisional num. shares = Market Value of the

Shares / ListPri.

For the purposes hereof:

"Market Value of the Shares" is the market value of the capital increase, which shall be determined by the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers, with a maximum limit of 1,800 million euros, based on the number of outstanding shares (i.e. TNShrs) and the listing price of the shares of Banco Santander (ListPri) in order for the underlying value of the bonus share right at the time of implementation of the capital increase calculated based on the ListPri to be approximately 0.10 euro per share (or the highest lower amount taking into account the abovementioned limit).

"ListPri" is the closing price of the Bank's shares on the Spanish Stock Exchanges in the last trading session ended prior to the resolution of the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers, to carry out the capital increase, rounded to the nearest one-thousandth of a euro and, in case of one-half of one-thousandth of a euro, rounded up to the nearest one-thousandth.

3. Bonus share rights

Each outstanding share of the Bank shall grant its holder one bonus share right.

The number of bonus share rights needed to receive one New Share shall be automatically determined according to the proportion existing between the number of New Shares and the number of outstanding shares (TNShrs). Specifcally,

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

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shareholders will be entitled to receive one New Share for as many bonus share rights held by them, determined in accordance with section 2 above (Num. rights).

The holders of debentures or instruments convertible into shares of Banco Santander shall have no bonus share rights; however, if applicable, they will be entitled to a modifcation of the ratio for conversion of debentures into shares (or of the minimum and/or maximum limits of such ratio, when the ratio is variable), in proportion to the amount of the increase.

In the eventthat (i) the number of bonus share rights needed for the allotment of one share (Num. rights) multiplied by the New Shares (NNS) is lower than (ii) the number of outstanding shares (TNShrs), Banco Santander, or a company of its Group, shall waive a number of bonus share rights equal to the diference between the two fgures, for the sole purpose of having a whole number of New Shares and not a fraction.

The bonus share rights shall be allotted to the shareholders of Banco Santander who have acquired their respective shares and appear as such in the book-entry records of Sociedad de Gestios Sistemas de Registro, Compensacialores, S.A. Unipersonal

(Iberclear) on the corresponding date in accordance with the applicable rules for clearing and settlement of securities. During the bonus share rights trading period, a sufcient number of bonus share rights may be acquired on the market, in the proportion needed to subscribe for New Shares. The bonus share rights may be traded on the market for the term determined by the board of directors or, by delegation therefrom, the executive committee or a director with delegated powers, subject to a minimum term of ffteen calendar days (unless applicable legal provisions provide for a diferent minimum period, in which case such period will be used).

4. Balance sheet for the transaction and reserve to which the increase will be charged

The balance sheet used for purposes of this capital increase is the balance sheet as at 30 June 2020, duly audited and approved by the shareholders at this ordinary general shareholders' meeting.

As mentioned above, the capital increase shall be charged in its entirety to reserves of the type contemplated in section

303.1 of the Spanish Capital Corporations Law. Upon implementation of the increase, the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers, shall determine the reserve to be used and the amount thereof in accordance with the balance sheet used for the transaction.

5. Representation of the new shares

The shares to be issued shall be represented in book-entry form and the relevant records shall be kept by Sociedad de Gestios Sistemas de Registro, Compensaci Liquidacialores, S.A. Unipersonal (Iberclear) and its participants.

6. Rights of the new shares

The new shares shall confer the same economic, voting and related rights upon their holders as the currently outstanding ordinary shares of Banco Santander as from the time at which the capital increase is declared to have been subscribed and paid up.

7. Shares on deposit

Once the bonus share rights trading period has ended, the New Shares that it has not been possible to allot for reasons not attributable to Banco Santander shall be held on deposit and shall be available to those who evidence lawful ownership of the respective bonus share rights. Three years after the date of expiration of the bonus share rights trading period, the shares that have still to be allotted may be sold as provided in section 117 of the Spanish Capital Corporations Law, for the account and at the risk of the interested parties. The net proceeds from the sale shall be deposited with the Bank of Spain or with the General Deposit Bank (Caja General de Depósitos) and shall be at the disposal of the interested parties.

8. Application for admission to ofcial trading

It is hereby resolved to apply for the trading of the New Shares on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges through Spain's Automated Quotation System (Mercado Continuo), as well as to take the steps and actions that may be necessary and fle the required documents with the competent authorities of the foreign Stock Exchanges on which Banco Santander shares are from time to time listed, for the New Shares issued under this capital increase to be

36 ~SantanderOctober 2020 General Shareholders' Meeting

admitted to trading, expressly stating Banco Santander's submission to such rules as may now be in force or hereafter be issued on stock exchange matters and, especially, on trading, continued listing and delisting.

It is expressly stated for the record that, if the delisting of the Banco Santander shares is subsequently requested, the delisting resolution shall be adopted with the same formalities that may be applicable and, in such event, the interests of shareholders opposing or not voting on the delisting resolution shall be safeguarded in compliance with the requirements established in the Spanish Capital Corporations Law and related provisions, all in accordance with the provisions of the restated text of the Securities Market Law (Ley del Mercado de Valores) and its implementing provisions in force at any time.

9. Implementation of the capital increase

Within one year of the date of this resolution, the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers may resolve to carry out the capital increase and set the terms and conditions thereof as to all matters not provided for in this resolution. However, if the board of directors does not consider it advisable to carry out the capital increase, it may decide not to do so and shall report such decision to the shareholders at the frst ordinary general meeting held thereafter. In particular, in deciding to implement the increase, the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers shall analyse and take into account market conditions, among other issues, and in the case that it deems it advisable based on such conditions or other elements, it may decide not to implement the increase, reporting such decision to the shareholders at the general meeting on the aforementioned terms. The capital increase to which this resolution refers shall be null and void if the board of directors or, by delegation therefrom, the executive committee or directors with delegated powers, do not exercise the powers delegated thereto within the one-year period set by the shareholders at the meeting for implementation of the resolution.

Upon completion of the bonus share rights trading period:

1. The New Shares shall be allotted to those who, in accordance with the book-entry records of Iberclear and its participants, are holders of bonus share rights

in the proportion resulting from section 3 above. Banco Santander may establish such mechanisms as it deems appropriate to allow and carry out the sale by the shareholders of their bonus share rights if the number thereof is less than the number required to receive one new share, which may consist of the acquisition of such rights by Banco Santander or on its behalf, or the sale of the rights on the market, with the board of directors or, by delegation therefrom, the executive committee or any director with delegated powers being authorised to take the necessary measures to this end.

1. The board of directors or, by delegation therefrom, the executive committee or any director with delegated powers shall declare the bonus share rights trading period closed and shall refect in the Bank's accounts the application of reserves in the amount of the capital increase, which will thus be paid up.

Likewise, upon conclusion of the bonus share rights trading period, the board of directors, or the executive committee by delegation therefrom or any director with delegated powers shall adopt the relevant resolutions amending the Bylaws in order to refect the new amount of share capital resulting from the capital increase and applying for admission to listing of the new shares on the Spanish and foreign Stock Exchanges on which the shares of the Bank are listed.

10. Delegation for purposes of implementation

Pursuant to the provisions of section 297.1.a) of the Spanish Capital Corporations Law, it is hereby resolved to delegate to the board of directors the power to establish the terms and conditions of the capital increase as to all matters not provided for in this resolution. Specifcally, and by way of example only, the following powers are delegated to the board of directors:

1.- To determine, within one year as from approval thereof, the date on which the resolution so adopted to increase the share capital is to be implemented, and to set the Market Value of the Shares, the reserves to which the capital increase is to be charged from among those provided for in the resolution, the record date and time for the allotment of the bonus share rights, and the duration of the bonus share rights trading period, and to adopt any mechanisms

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

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it deems appropriate to allow and carry out the sale by the shareholders of their bonus share rights if the number of such rights is less than required to receive one new share.

2.- To determine the exact amount of the capital increase, the number of New Shares and the bonus share rights needed for the allotment of New Shares in accordance with the rules established by the shareholders at this meeting.

3.- To declare the capital increase to be closed and implemented.

4.- To amend sections 1 and 2 of article 5 of Banco Santander's Bylaws regarding share capital to conform it to the result of the implementation of the capital increase.

5.- To carry out all formalities that may be necessary to have the New Shares issued in the capital increase registered in the book-entry records of Iberclear and admitted to listing on the domestic and foreign Stock Exchanges on which the shares of the Bank are listed, in accordance with the procedures established at each of such Stock Exchanges.

6.- To take such actions as may be necessary or appropriate to implement and formalise the capital increase before any public or private, Spanish or foreign authorities or agencies, including actions for purposes of statement, supplementation or correction of defects or omissions that might prevent or hinder the full efectiveness of the preceding resolutions.

The board of directors is also authorised to delegate (with the power of substitution when so appropriate) to the executive committee or to any director with delegated powers those delegable powers granted pursuant to this resolution, all without prejudice to the representative powers that currently exist or may be granted in relation to this resolution."

In consideration of the foregoing, the shareholders are requested to approve the proposals submitted by the board of directors.

Item Four.- Conditional distribution of the gross fxed amount of 10 euro cents (0.10) per share with a charge to the Share Premium Reserve. 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 distribution as to all matters not provided for by the shareholders at this general meeting; take such actions as may be required for implementation thereof; and to execute such public and private documents as may be necessary to implement the resolution.

RATIONALE SUBMITTED BY THE BOARD OF DIRECTORS OF BANCO SANTANDER, S.A. REGARDING THE PROPOSAL REFERRED TO IN ITEM FOUR ON THE AGENDA FOR THE GENERAL SHAREHOLDERS' MEETING CALLED FOR 26 OCTOBER 2020, ON FIRST CALL, AND FOR 27 OCTOBER 2020, ON SECOND CALL

On 27 March 2020 the European Central Bank (ECB) issued a recommendation in which it asked all European credit institutions under its supervision to refrain, at least until 1 October 2020, from paying out dividends with a charge to the results from fnancial years 2019 and 2020 or to make irrevocable commitments to pay out them, in order to preserve capital ("Recommendation I").

Taking into account Recommendation I and in line with the Bank's mission to help people and businesses prosper, on 2 April 2020 the board of directors decided to cancel the payment of the 2019 fnal dividend and the dividend policy for 2020, resolving to this end, among other issues, to withdraw from the agenda for the ordinary general meeting of the following day the proposed application of results and the resolution to increase capital with a charge to reserves that must be used to implement the application of the Santander Dividendo Elección scrip dividend scheme apart from remuneration with a charge to said results. This deferred the decision regarding the application of results obtained by the Bank during fnancial year 2019, which is now submitted to the shareholders at the general meeting under item One on the agenda. The Bank reported all of the above through the corresponding notice of inside information addressed to the CNMV on that same 2 April

38 ~SantanderOctober 2020 General Shareholders' Meeting

2020 and at the general shareholders' meeting held on 3 April 2020.

Subsequently, on 27 July 2020, the ECB issued a second recommendation to all European credit institutions under its supervision extending the efects of Recommendation I and asking them to refrain, until 1 January 2021, from paying out dividends from the results for fnancial years 2019 and 2020 or from entering into irrevocable commitments to pay out them ("Recommendation II").

On 29 July, the board of directors stated that intends to apply a 100% cash dividend policy as soon as market conditions normalise, subject to regulatory recommendation and approvals. Therefore, the Bank has reserved six basis points of CET1 capital during the quarter ended 30 June 2020 for a possible cash dividend with a charge to 2020 results. For its part, at the beginning of 2020 the Bank had already announced its intention to distribute between 40% and 50% of consolidated ordinary proft to the shareholders.

Within this context, the proposed distribution from the Share Premium Reserve is consistent with the goal of paying shareholders between 40% and 50% of consolidated ordinary (underlying) proft, and to do so in cash. In this way, subject to the conditions explained in the proposal and that basically refer to the lack of regulatory regulations or recommendations that prevent or discourage the distribution thereof, as is the case now, and to maintenance of a fully loaded CET1 ratio of not less than 11% as a result of the distribution, the proposal to charge it against the Share Premium Reserve allows for assurance that such distribution can be implemented under those conditions, even if the proft was lower than the ordinary or underlying proft.

For the purposes of section 411 of the Spanish Capital Corporations Law and in accordance with the frst additional provision of Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions, it is stated for the record that, as the Bank is a credit institution and the requirements set out in the abovementioned additional provision are met, the consent of the bondholder syndicates (sindicatos de obligacionistas) of the outstanding debentures and bond issues is not required for the proposed distribution with a charge to the Share Premium Reserve.

Proposal:

To approve a distribution from the Share Premium Reserve, by paying each of the Bank's outstanding shares with the right to participate in such distribution on the date of payment, the gross fxed amount of 0.10 euro per share, making the corresponding charge to the aforementioned Share Premium Reserve. The payment of the abovementioned amount is subject to the following limits and conditions:

1. obtaining the regulatory approval provided for in Article 77.1.b) of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on the prudential requirements for credit institutions and investment frms;
2. the consolidated fully loaded common equity tier 1 ("CET1") ratio of the Santander Group at 31 December 2020 not being less than 11% as a result of the distribution (if made on said date) and according to legal provisions then in efect;
3. that the total amount to be paid does not exceed 50% of the consolidated underlying attributable proft to Banco Santander, S.A. as parent company (prior to the line "net of capital gains and allowances"), corresponding to fnancial year 2020, reported to the market at the presentation of results for fnancial year 2020, which will take place in the frst weeks of 2021; and
4. that there is no regulation or recommendation of the European Central Bank prohibiting or discouraging the approved payment on the date on which the payment is to occur.

If all of the conditions cannot be met, the amount per share will be proportionally reduced to the extent strictly necessary to simultaneously comply with all of them. If this requirement of simultaneous compliance and proportional reduction of the amount to be distributed prevents any payment from being made, there will be no distribution of the Share Premium Reserve.

Likewise, and in view of the foregoing, once the existing regulatory requirements and demands have been weighed in accordance with the foregoing and compliance with the conditions outlined above has been verifed upon the terms provided, the board of directors will specify the date on

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

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which the payment is to be made, which must be announced to the public at least 7 days in advance and which may not in any case be later than 30 June 2021.

The payment will be made through the participants in Sociedad de Gestios Sistemas de Registro, Compensacialores, S.A. (IBERCLEAR).

The board of directors is also authorised to delegate (with the power of substitution when so appropriate) to the executive committee or to any director with delegated powers those delegable powers granted pursuant to this resolution, all without prejudice to the representative powers that currently exist or may be granted in relation to this resolution. Said authorisation also includes all powers necessary for the execution of this agreement, including the development of the procedure set out herein, as well as the powers necessary or appropriate for carrying out any formalities or steps needed to successfully implement the transaction.

Item Five.- 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.

Proposal:

Without prejudice to the delegations of powers contained in the preceding resolutions, it is hereby resolved:

1. To authorise the board of directors to interpret, remedy, supplement, carry out and further develop the preceding resolutions, including the adjustment thereof to conform to verbal or written evaluations of the Commercial Registry or of any other authorities, ofcials or institutions which are competent to do so, as well as to comply with any requirements that may legally need to be satisfed for the efectiveness thereof, and in particular, to delegate to the executive committee or to any director with delegated powers all or any of the powers received from the shareholders at this general shareholders' meeting

by virtue of the preceding resolutions as well as under this Resolution Five.

1. To authorise Ms Ana Patricia Botín-Sanz de Sautuola y O'Shea, Mr José Antonio Álvarez Álvarez, Mr Jaime Pérez Renovales and Mr Óscar García Maceiras so that any of them, acting severally and without prejudice to any other existing power of attorney whereby authority is granted to record the corporate resolutions in a public instrument, may appear before a Notary Public and execute, on behalf of the Bank, any public instruments that may be required or appropriate in connection with the resolutions adopted by the shareholders at this general shareholders' meeting. Said persons are also authorised, on the same several basis, to inform the Commercial Registry of the proposed application of results that is ultimately approved.

40 ~SantanderOctober 2020 General Shareholders' Meeting

Curricula Vitae of the candidate submitted to appointment

Mr Ramón Martín Chávez

Márquez

Non-executive director (independent)

Nationality: American. Born in 1964 in Albuquerque, New Mexico (U.S.A.).

Education: He received his A.B. magna cum laude in Biochemical Sciences and S.M. in Computer Science from Harvard University and his Ph.D. in Medical Information Sciences from Stanford University.

Experience: He has long and extensive experience in the financial and IT sectors, having been CTO and co-founder of Quorum Software Systems (1989-1993), Global Head of Energy Derivatives at Credit Suisse Financial Products (1997-2000) and CEO and co-founder of Kiodex

(2000-2004).

In 2005 he joined Goldman Sachs, where he has held various executive positions and responsibilities, including global co- head of the Securities Division, CIO and CFO. He became a partner at Goldman Sachs in 2006, and was a member of the Management Committee from 2012 until 2019, when he left the firm.

Other positions of note: He has been a director of PNM Resources, Inc., of the International Swaps and Derivatives Association (ISDA) and of The Santa Fe Opera and a member of the board of trustees of amfAR (the Foundation for AIDS Research). He is currently an independent director of Recursion Pharmaceuticals, Inc., of Paige.AI, Inc. and of Mount Sinai Genomics, Inc., d/b/a Sema4. He is also a member of the Harvard University Board of Overseers, and a member of the board of trustees of the Institute for Advanced Study of Princeton (New Jersey) and of the Los Angeles Philharmonic, as well as a member of the Stanford University School of Medicine Board of Fellows.

Skills and competencies: Extensive experience in the financial sector at a global level and also in the IT sector, adding further to the board's digital expertise.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Agenda 43