Banco Santander S A : Template of Attendance / Proxy / Distance voting card

ORDINARY GENERAL SHAREHOLDERS' MEETING, MARCH 2024

Attendance, proxy and distance voting card for the ordinary general shareholders' meeting of Banco Santander, S.A. to be held at Centro de Formación El Solaruco (Ciudad Grupo Santander), Avenida de Cantabria s/n, Boadilla del Monte (Madrid), at 9:30 a.m. (CET) on 21 March 2024, on first call, or the following day, 22 March, on second call (it being customary for the meeting to be held on second call).

Shareholders may also grant a proxy or vote from a distance by electronic means or attend remotely as indicated on the reverse of this card and on the Bank's corporate website (www.santander.com).

ATTENDANCE

Shareholders who wish to physically attend the meeting

A shareholder who wishes to physically attend the meeting must sign this card in the space below and produce it on the day of the meeting at the place where the meeting is held.

Signature of attending shareholder

In

, on

2024

Shareholder Number:

Number of Shares:

BANCO SANTANDER, S.A.

General Secretary

The holder of this card may delegate the right to attend or vote from a distance by checking the corresponding boxes in the table setting forth the items on the agenda and

signing the proxy or distance voting section, as applicable. In the event that both sections are signed, distance voting will prevail and the proxy will be ineffective

PROXYORDINARY GENERAL SHAREHOLDERS' MEETING, MARCH 2024

Shareholders who wish to grant a proxy

The shareholder in whose favour this card has been issued grants the shareholder's proxy for this meeting to:

(Check only one of the following boxes and name the proxy-holder, if applicable. In order for this proxy to be valid, the shareholder granting the proxy must sign in the place indicated for such purpose).

1.	The chair of the board of directors.
2.	Mr./Ms	with ID

Any proxy that does not contain a statement naming the individual or legal entity to whom the proxy is granted shall be deemed to have been granted to the chair of the board of directors.

It should be noted that if the proxy-holder appointed as provided above is a director of the Bank, such director may be affected by a potential conflict of interest in connection with items 1 C, 3 B to 3 H (if the director's appointment, re-election or ratification is submitted to the shareholders at the meeting under this item), 6 A, 6 B and 6 F and, in the case of an executive director1, also in connection with items 6 C and 6 D. Furthermore, the proxy granted to the chair shall be deemed granted to whomever chairs the meeting in the event that the chair is unable to attend the meeting.

To give precise voting instructions, check the corresponding box with an "x" in the table below.

If any of the boxes is not checked, it shall be deemed that the precise instruction given by the shareholder granting the proxy is to vote in favour of the proposal of the board of directors.

Voting instructions for proposals of the board of directors

Item on

1 A

1 B

1 C

2

3 A

3 B

3 C

3 D

3 E

3 F

3 G

3 H

4

5 A

5 B

5 C

6 A

6 B

6 C

6 D

6 E

6 F

7

the agenda

For

Against

Abstain

Blank

If the proxy-holder appointed as provided above is affected by a conflict of interest regarding the voting on any of the proposals, whether or not included in the agenda, to be submitted at the meeting, and the shareholder granting the proxy has not given precise voting instructions as provided on this card, the proxy shall be deemed granted to the general secretary. In any event, if the appointed proxy-holder is the general secretary, he may be affected by a potential conflict of interest in connection with items 6 C and 6 D on the agenda, on which he shall abstain from voting if he has not received precise instructions to that effect.

Proposals regarding items not included in the agenda of the call to meeting

Unless otherwise indicated by checking the following NO box (in which case it shall be deemed that the shareholder specifically instructs the proxy-holder

to abstain), the proxy also covers proposals regarding items not included in the agenda.

NO

If the proxy covers such proposals, the precise instruction to the proxy-holder is to vote against, unless otherwise indicated below: ..................................................

............................................................................................................................................................................................................................................................................................

A conflict of interest shall arise in the event that matters are submitted to the shareholders at the meeting that are not included in the agenda and that refer to the dismissal of or commencement of a derivative action (acción social de responsabilidad) against the proxy-holder, in the event that such proxy-holder is also a director of the Bank.

Signature of shareholder granting the proxy		Signature of attending proxy-holder
In	, on	2024	In	, on	2024

Shareholder Number:

Number of Shares:

1The following are executive directors: Ms. Ana Botín-Sanz de Sautuola y O'Shea and Mr. Héctor Grisi Checa

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

RIGHT TO ATTEND

Shareholders holding one or more shares registered in the book-entry registry at least 5 days prior to the date of the meeting may attend the meeting.

SHAREHOLDERS WHO WISH TO GRANT A PROXY USING THIS CARD

If the shareholder does not intend to attend, the shareholder may grant a proxy to any other individual or legal entity. To do so, the shareholder must complete the proxy on the face of this card and sign in the space provided for such purpose. The person representing him/her at the meeting must also sign such proxy. Pursuant to the provisions of the Bylaws and the Rules and Regulations for the General Shareholders' Meeting, the proxy may be delivered to the Bank in person or by postal correspondence. In addition, the rules included in the notice of the meeting and on the Bank's corporate website (www.santander.com) must be complied with.

SHAREHOLDERS WHO WISH TO VOTE FROM A DISTANCE PRIOR TO THE MEETING USING THIS CARD

If the shareholder does not intend to attend and does not wish to grant a proxy, the shareholder may cast a distance vote regarding the items on the agenda. In order to do so, the shareholder must complete the distance voting section below and sign in the space provided for such purpose. A shareholder casting his/her vote from a distance shall be deemed present for purposes of establishing a quorum at the general meeting. Pursuant to the provisions of the Bylaws and the Rules and Regulations for the General Shareholders' Meeting, the vote thus cast may be delivered to the Bank in person or by postal correspondence. In addition, the rules included in the notice of the meeting and on the Bank's corporate website (www.santander.com) must be complied with. If both the proxy and distance voting sections are signed, the distance vote shall prevail and the proxy shall be rendered ineffective.

PROXY-GRANTING AND DISTANCE VOTING PRIOR TO THE MEETING BY ELECTRONIC MEANS

Shareholders may also grant a proxy, as well as vote with respect to the items on the agenda for the meeting, by electronic means, in accordance with the provisions of the Bylaws and the Rules and Regulations for the General Shareholders' Meeting. The rules included in the notice of the meeting and on the Bank's corporate website (www.santander.com) must be complied with for such purpose.

REAL-TIME ATTENDANCE BY REMOTE MEANS OF COMMUNICATION (REMOTE ATTENDANCE)

Shareholders having the right to attend (or their representatives) may also attend the general meeting through the use of data transmission means pursuant to the provisions of the Bylaws and the Rules and Regulations for the General Shareholders' Meeting and as provided by the board of directors in that regard. The rules included in the notice of the meeting and on the Bank's corporate website (www.santander.com) must be complied with for such purpose.

DISTANCE VOTING	ORDINARY GENERAL SHAREHOLDERS' MEETING, MARCH 2024

Shareholders who wish to vote from a distance regarding the proposals on the agenda

If, prior to the holding of the meeting, the shareholder in whose favour this card was issued wishes to cast a distance vote with respect to the proposals on the agenda for this meeting, such shareholder must check the corresponding box with an "x" in accordance with the direction of the shareholder's vote or abstention. Distance votes cannot be cast on possible proposals not included in the agenda. If none of the boxes provided with respect to an item on the agenda is checked, it shall be deemed that the vote is in favour of the proposal of the board of directors. In any event, shareholders must adhere to the provisions of Law, the Bylaws and the Rules and Regulations for the General Shareholders' Meeting as well as to the rules included in the notice of the meeting and on the Bank's corporate website (www.santander.com).

Vote on the proposals of the board of directors

Item on

1 A

1 B

1 C

2

3 A

3 B

3 C

3 D

3 E

3 F

3 G

3 H

4

5 A

5 B

5 C

6 A

6 B

6 C

6 D

6 E

6 F

7

the agenda

For

Against

Abstain

Blank

A shareholder who casts a distance vote shall be deemed present for purposes of forming a quorum at the general meeting.

DISTANCE VOTING

Signature of shareholder casting a distance vote

In

, on

2024

Shareholder Number:

Number of Shares:

AGENDA

Pursuant to the provisions of Section 186 of the Spanish Capital Corporations Law (Ley de Sociedades de Capital), the agenda for the general shareholders' meeting of Banco Santander, S.A. to be held on 21 March 2024 on first call or, if applicable, on the following day, 22 March, on second call, is attached to this document as an annex, which is an integral part hereof.

PERSONAL DATA PROTECTION

The entity responsible for processing is Banco Santander, S.A., Paseo de Pereda, números 9 al 12, 39004 Santander (the "Company"). The Company's Data Protection Officer can be contacted at calle Juan Ignacio Luca de Tena, 11, 28027 Madrid; [e-mail]. The personal data set forth herein, those that the shareholders provide to the Company in exercising their attendance, proxy-granting and voting rights at the general shareholders' meeting, including those stated in the attendance, proxy and voting card, or that are provided by the banks or brokerage firms or companies with whom shareholders have deposited their shares, through the entity legally entrusted with the book-entry register, Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR), as well as the data generated at the general meeting and the data that will be obtained through the recording thereof (i.e. image and voice), will be processed by the Company in its capacity as data controller ("Personal Data"). The Personal Data will be processed for the following purposes and with the following bases for legitimate use: (a) in order to manage and control both the shareholding relationship and the call to and holding of the general shareholders' meeting, on the basis of fulfilling the performance of the contractual relationship; (b) the audiovisual recording and public broadcasting of the general shareholders' meeting on the corporate website (www.santander.com), the legitimacy of which is based on the general interest of the Company in complying with the principle of transparency; and (c) to comply with its obligations under the law. In compliance with Basic Law 1/1982 of 5 May on the protection of the right to honour, personal and family privacy, and one's own image (Ley Orgánica 1/1982, de 5 de mayo, de protección del derecho al honor a la intimidad personal y familiar y a la propia imagen), 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 thereof upon the terms stated above. Attendees may exercise their right to object to the processing of Personal Data derived from the recording of their image at any time by the means specified in this clause. In this regard, a space that is not being recorded will be provided in the room where the general meeting is held. The Personal Data will be made available to the notary 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, the proceedings of which may be subject to public dissemination on such website, on social media and in accredited media. 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 applicable to any legal or contractual liability that may be incurred by the Company. As regards the processing of Personal Data subject to consent, said Personal Data will be processed until the Personal Data subject withdraws such previously given consent. Personal 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, edificio de Pereda 2ª Planta, 28660 Boadilla del Monte (Madrid), Spain, or by writing to the following email address: protecciondedatosaccionistassan@gruposantander. com. Personal Data subjects may also file 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). If the attendance, proxy and 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 Personal Data subjects.

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 FOR THE ORDINARY GENERAL SHAREHOLDERS' MEETING

1. Annual accounts and corporate management.
   1A Annual accounts and directors' reports of Banco Santander, S.A. and of its consolidated group for 2023.
   1B Consolidated statement of non-financial information for 2023, which is part of the consolidated directors' report.
   1C Corporate management for 2023.
2. Application of results obtained during 2023.
3. Board of directors: appointment and re-election of directors.
   3A Setting of the number of directors.
   3B Appointment of Mr Juan Carlos Barrabés Cónsul.
   3C Appointment of Mr Antonio Francesco Weiss.
   3D Re-election of Mr Javier Botín-Sanz de Sautuola y O´Shea.
   3E Re-election of Mr Germán de la Fuente Escamilla.
   3F Re-election of Mr Henrique de Castro.
   3G Re-election of Mr José Antonio Álvarez Álvarez.
   3H Re-election of Ms Belén Romana García.
4. Re-electionof the external auditor for financial year 2024.
5. Share capital.
   5A Authorisation to the board of directors to increase the share capital of the Bank on one or more occasions and at any time, within a 3-year period, through cash contributions in the maximum nominal amount of EUR 3,956,394,643. Delegation of the power to exclude pre-emptive rights.
   5B Reduction in share capital in the maximum amount of EUR 783,428,928.50, through the cancellation of a maximum of 1,566,857,857 own shares. Delegation of powers.
   5C Reduction in share capital in the maximum amount of EUR 791,278,928.50, through the cancellation of a maximum of 1,582,557,857 own shares. Delegation of powers.
6. Remuneration.
   6A Directors' remuneration policy.
   6B Setting of the maximum amount of annual remuneration to be paid to all the directors in their capacity as such.
   6C Approval of maximum ratio between fixed and variable components of total remuneration of executive directors and other employees belonging to categories with professional activities that have a material impact on the risk profile.
   6D Deferred Multiyear Objectives Variable Remuneration Plan.
   6E Application of the Group's buy-out regulations.
   6F Annual directors' remuneration report (consultative vote).
7. Authorisation to the board and grant of powers for conversion into public instrument.

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