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BANCO SANTANDER, S.A.Ordinary general shareholders’ meetingThe board of directors of this Bank has resolved to call the shareholders to theordinary general shareholders’ meeting to be held in Boadilla del Monte (Madrid), at theCentro de Formación El Solaruco (Ciudad Grupo Santander), located at Avenida de Cantabria,s/n), on 26 March 2021 at 12:00 p.m. (CET), on second call, in the event that, due to failureto reach the required quorum, such meeting cannot be held on first call, which is also herebycalled to be held at the same place and time on 25 March 2021, in order for the shareholdersto consider and resolve upon items One through Twelve, and also to provide a consultativevote on item Thirteen of the followingAGENDAOne.-Annual accounts and corporate management.One A.Examination and, if appropriate, approval of the annual accounts (balancesheet, profit and loss statement, statement of recognised income andexpense, statement of changes in total equity, cash flow statement, andnotes) and the directors’ reports of Banco Santander, S.A. and itsconsolidated Group, all with respect to the financial year ended 31December 2020.One B.Examination and, if appropriate, approval of the consolidated statementof non-financial information for the financial year ended 31 December2020, which is part of the consolidated directors’ report.One C.Examination and, if appropriate, approval of the corporate managementfor financial year 2020.Two.-Application of results obtained during financial year 2020.Three.-Board of directors: appointment, re-election or ratification of directors.Three A.Setting of the number of directors.This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, theSpanish version will prevail.1/25

Three B.Ratification of the appointment of Ms Gina Lorenza Díez Barroso.Three C.Re-election of Ms Homaira Akbari.Three D.Re-election of Mr Álvaro Antonio Cardoso de Souza.Three E.Re-election of Mr Javier Botín-Sanz de Sautuola y O’Shea.Three F. Re-election of Mr Ramiro Mato García-Ansorena.Three G.Re-election of Mr Bruce Carnegie-Brown.Four.-Re-election of the external auditor for financial year 2021.Five.-Amendment of the following articles of the Bylaws:Five A.Amendment of articles relating to the issuance of non-convertibledebentures: article 18 (convertible and exchangeable debentures) andarticle 20 (distribution of powers).Five B.Amendment of article relating to the powers of the general shareholders’meeting (share-based compensation): article 20 (distribution of powers).Five C.Amendment of articles relating to the shareholders’ participation at thegeneral shareholders’ meeting: article 27 (attendance at the generalshareholders’ meeting by proxy) and article 34 (distance voting).Five D.Amendment of article relating to attending the meeting from a distanceby remote means of communication: article 34 (distance voting).Introducing a new article 34 bis (remote shareholders’ meeting).Six.-Amendment of the following articles of the Rules and Regulations for theGeneral Shareholders’ Meeting:Six A.Amendment of article 2 (General Shareholders’ Meeting), relating to thepowers of the shareholders at a general meeting (issuance ofdebentures).Six B.Amendment of article 2 (General Shareholders’ Meeting), relating to thepowers of the shareholders at a general meeting (share-basedcompensation).Six C.Amendment of article 8 (proxies), relating to proxy representation at ageneral meeting.Six D.Amendment of article 20 (voting by distance means of communication),relating to the means for distance voting.This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, theSpanish version will prevail.2/25

Six E.Amendment of article 26 (publication of resolutions), relating topublication of the resolutions approved at the general meeting.Seven.- Delegation to the board of directors of the power to issue all kinds of fixed-incomesecurities, preferred interests (participaciones preferentes) or debtinstruments of a similar nature (including certificates (cédulas),promissory notes and warrants) that are not convertible, depriving ofeffect, to the extent of the unused amount, the delegation in such respectconferred by resolution Eight II) approved by the shareholders acting atthe ordinary general meeting of 3 April 2020.Eight.-Director remuneration policy.Nine.-Director remuneration system: setting of the maximum amount of annualremuneration to be paid to all of the directors in their capacity as such.Ten.-Remuneration system: approval of maximum ratio between fixed andvariable components of total remuneration of executive directors andother employees belonging to categories with professional activities thathave a material impact on the risk profile.Eleven.-Approval of the application of remuneration plans involving the deliveryof shares or share options:Eleven A.Eleven B.Eleven C.Eleven D.Eleven E.Deferred Multiyear Objectives Variable Remuneration Plan.Deferred and Conditional Variable Remuneration Plan.Digital Transformation Award.Application of the Group’s buy-out regulations.Plan for employees of Santander UK Group Holdings plc. and othercompanies of the Group in the United Kingdom by means of options onshares of the Bank linked to the contribution of periodic monetaryamounts and to certain continuity requirements.Twelve.-Authorisation to the board of directors to interpret, remedy, supplement,implement and develop the resolutions approved by the shareholders atthe meeting, as well as to delegate the powers received from theshareholders at the meeting, and grant of powers to convert suchresolutions into notarial instruments.This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, theSpanish version will prevail.3/25

Thirteen.-Annual director remuneration report.During the general shareholders’ meeting, the shareholders will be informed of theamendments to the Rules and Regulations of the Board of Directors approved since theholding of the last general shareholders’ meeting.LIMITATION ON SEATING CAPACITY AND RECOMMENDATION TO PARTICIPATE IN THEGENERAL MEETING FROM A DISTANCEIn these extraordinary times and in view of how the Covid-19 health situation isevolving, this general meeting is being held in Boadilla del Monte (Madrid), rather than inSantander, as is customary, due to the advisability of minimising the need to travel for asignificant number of people, including many shareholders, employees and other peopleinvolved in the organisation of an event such as this.Likewise, in order to protect the general interest and the health and safety ofshareholders, employees and other persons who participate in organising and holding thegeneral meeting, and in accordance with the health regulations in force, the board ofdirectors recommends that shareholders use the different channels and means that theBank has made available to participate in this ordinary general shareholders’ meeting; thus,avoiding, to the extent possible, physical attendance at the premises where the meeting willbe held. The abovementioned channels that the Bank has made available to its shareholdersto participate in the ordinary general shareholders’ meeting from a distance are thosedescribed in this call to the meeting and they fully safeguard the shareholders’ voting andrelated rights.It is also noted that, as at the date of this call to the meeting and pursuant to Order668/2020 of 19 June of the Regional Health Ministry of Madrid (Consejería de Sanidad de laComunidad de Madrid), the number of persons who can attend these events may not exceed75% of the maximum capacity of the venue where the meeting is to take place and, in anyevent, attendees must keep a minimum distance of 1.5 meters from each other. This meansthat it will not be possible to access the venue of the general meeting once the maximumcapacity has been reached. Likewise, please bear in mind that attendees should accessCiudad Grupo Santander through the Centro de Visitas El Faro, from where it takesapproximately a further 15 minutes to get to the venue of the meeting (the auditorium ofthe Centro de Formación El Solaruco).If the venue of the meeting cannot be accessed because its maximum capacity isreached due to the aforementioned and other constraints caused by the changing health andepidemiological situation, shareholders or their representatives are informed that they mayThis document is a translation of an original text in Spanish. In case of any discrepancy between both texts, theSpanish version will prevail.4/25

be unable to participate at that time through the alternative channels if the deadline toregister in order to do so has expired in accordance with the deadlines and proceduresdescribed in this announcement. For this reason, it is advisable for shareholders toparticipate through and register in advance for any of the alternative channels as explainedin this announcement.Shareholders are reminded that the Spanish legal provisions and the Bank’s bylawsand rules and regulations for the general shareholders’ meeting govern and safeguard therights to receive information, to remotely attend and vote at the general shareholders’meeting without having to attend in person, using the software application to attend themeeting remotely through data transmission means, which enables a real-time connectionwith the Centro de Formación El Solaruco where the meeting is to be held. All informationrequired to be able to attend the meeting in this way is provided in section B) REMOTEATTENDANCE AT THE 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 ofmovement, which would hinder the organisation and ordinary course of the meeting, or limithow many persons can attend the meeting physically, or could even result in the meetinghaving to be held exclusively online. In anticipation of a scenario of greater restrictions onmeeting or movement, the Centro de Formación El Solaruco, at the Bank's facilities inBoadilla del Monte, has all the necessary technological and operational resources to ensurethe proper holding of the meeting and the exercise of the shareholders’ fully protected rightseven under the most extreme circumstances, as was already shown on occasion of thegeneral meeting held exclusively online on 3 April 2020 and the one held in hybrid formaton 27 October 2020. Likewise and aside from the above, the Bank reserves the right toamend the call to the meeting as appropriate in light of the circumstances or the statutorychanges that may arise, including, as the case may be and under the conditions establishedby law, the possibility of holding the meeting exclusively by remote means. The board ofdirectors will continue to monitor the entire situation and will update the informationcontained in this announcement if necessary.SUPPLEMENT TO THE CALL TO MEETINGShareholders representing at least three per cent of the share capital may requestthe publication of a supplement to this call, including one or more items on the agenda. Thisright must be exercised by means of certified notice that must be received at the Company’sregistered office within five days of the publication of this call to meeting, indicating thename 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 substantiatedThis document is a translation of an original text in Spanish. In case of any discrepancy between both texts, theSpanish version will prevail.5/25

proposals for resolutions concerning such items and, if appropriate, any other relevantdocumentation. The same shareholders holding at least three per cent of the share capitalmay, by certified notice to be received at the registered office of the Company within fivedays of the publication of this call to meeting, submit duly grounded proposed resolutionsconcerning matters that are already included or must be included on the agenda, all asprovided in section 519.3 of the Spanish Capital Corporations Law (Ley de Sociedades deCapital). The foregoing is without prejudice to the right of any shareholder, during the courseof the general shareholders’ meeting, to make alternative proposals or proposals concerningitems that need not be included on the agenda pursuant to the provisions of the SpanishCapital Corporations Law.PARTICIPATION OF A NOTARY AT THE MEETINGThe board of directors has resolved to request the presence of a Notary Public torecord the minutes of the meeting pursuant to section 203 of the Spanish CapitalCorporations Law, read together with article 101 of the Regulations of the CommercialRegistry (Reglamento del Registro Mercantil) and article 4.2 of the Rules and Regulations forthe General Shareholders’ Meeting.RIGHT TO ATTEND THE MEETINGEvery holder of any number of the Bank’s shares registered in the shareholder’sname five days prior to the date on which the general shareholders’ meeting is to be heldand who meets the other requirements established in the Bylaws has the right to attend thismeeting. Such right to attend may be delegated pursuant to the provisions governing thismatter under sections 184 and 522 et seq. of the Spanish Capital Corporations Law, theBylaws and the Rules and Regulations for the General Shareholders’ Meeting.PROXY-GRANTING, DISTANCE VOTING AND REMOTE ATTENDANCE AT THE MEETINGShareholders having the right to attend may grant a proxy and exercise their votingrights 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 theRules and Regulations for the General Shareholders’ Meeting and on the terms andconditions described in the “Annual General Meeting” section of the Bank’s corporatewebsite (www.santander.com). The mechanisms for the exercise of voting rights and proxygranting prior to the meeting by electronic means made available on the Bank’s corporatewebsite (www.santander.com), at the Bank’s Internet address www.juntasantander.com,on the “Santander Shareholders and Investors” application for mobile devices compatibleThis document is a translation of an original text in Spanish. In case of any discrepancy between both texts, theSpanish version will prevail.6/25

with Android or Apple iOS operating systems, as well as on the Superlínea telephone line(915 123 123), will cease operation at 6:00 p.m. (CET) on 24 March 2021. For those wishingto use the digital platform made available at the Branches of the Bank, 24 March 2021 willalso be the last day to do so, during the hours for which such Branches are open to the publicand, in any case, until 6:00 p.m. (CET).In addition, as permitted by the provisions of section 6 of article 34 of the Bylawsand 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 theuse of data transmission means that allow for real-time connection with the premises wherethe meeting is held (“remote attendance”). The means to remotely attend the meeting willbe available on the Bank’s corporate website (www.santander.com) at 10:30 a.m. (CET) on25 March 2021 (first call) and, if applicable, at 10:30 a.m. (CET) on the following day, 26March 2021 (second call); shareholders (or their representatives) wishing to attendremotely, whether on first or second call, must register no later than 11:30 a.m. on therelevant day. For those persons who attend the meeting remotely, the mechanisms forremote 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 developedthe following rules applicable to proxy-granting and distance voting prior to the meeting andto remote attendance:A)PROXY-GRANTING AND DISTANCE VOTING PRIOR TO THE MEETING1.Proxy-granting by remote means of communicationMeans whereby a proxy may be grantedThe remote means of communication that are valid to grant such proxy representation arethe following:(i)Electronic means:In order to grant a proxy by means of electronic communication with the Company, theshareholders of the Bank must do so through the Bank’s corporate netaddresswww.juntasantander.com or by telephone using the Superlínea telephone line (915123 123). They may also do so in person at any Branch of the Bank using their signaturein the digital platform made available for this purpose. Shareholders with a mobiledevice compatible with Android or Apple iOS operating systems may also use the“Santander Shareholders and Investors” application, which they must have previouslydownloaded from Google Play or the App Store, respectively.This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, theSpanish version will prevail.7/25

The mechanisms to grant a proxy by electronic means must be such as properlyguarantee the security and the identity of the person granting the proxy. Therefore,shareholders wishing to use these proxy-granting mechanisms must have previouslysigned one of the following agreements with the Bank, giving them a set of passwordsto access the distance voting and proxy-granting software applications and, by meansthereof, an electronic signature:(a)Consumer Digital Banking Agreement: shareholders who are individuals and whohave already entered into a Consumer Digital Banking Agreement with the Bankmay make use thereof, using the passwords already available to them undersuch agreement for purposes of electronic proxy-granting. The securitypasswords of Openbank will also work for these purposes.(b)Agreement for Access to Electronic Voting and Proxy-Granting and RemoteAttendance: shareholders who are individuals and have not entered into aConsumer Digital Banking Agreement and shareholders that are legal entities(even if they have entered into a Consumer Digital Banking Agreement) mustexecute, for the sole purpose of using the electronic voting and proxy-grantingmechanisms, and without any charge by the Bank, an Agreement for access toand use of the area for voting and proxy-granting by electronic means andattendance at the meeting through remote means of communication(“Agreement for Access to Electronic Voting and Proxy-Granting and RemoteAttendance”).From the date of publication of the announcement of the call to meeting, theinformation and requirements to sign either of such agreements may be viewed on theBank’s corporate website (www.santander.com). Once a shareholder has signed eitherof the aforementioned agreements and the shareholder has the corresponding set ofpasswords, such shareholder may, through the “Annual General Meeting” section ofthe Bank’s corporate website (www.santander.com), through the Bank’s Internetaddress www.juntasantander.com or through the “Santander Shareholders andInvestors” application (for mobile devices compatible with Android or Apple iOSoperating systems), or by telephone using the Superlínea telephone line (915 123123), grant a proxy to another person to represent the shareholder at the meeting, allon the terms and conditions described in each case.In addition, those shareholders who use the digital platform made available at theBranches of the Bank may grant a proxy to another person to represent them at themeeting without having to sign the aforementioned agreements. Said agreements alsoneed not be signed by those shareholders who use the Superlínea telephone line (915123 123) to grant a proxy and who do not use access passwords to establish theiridentity but rather use other alternative means whereby their identity can reasonablyThis document is a translation of an original text in Spanish. In case of any discrepancy between both texts, theSpanish version will prevail.8/25

be guaranteed in accordance with the instructions from time to time provided by theSuperlínea telephone line or the Shareholder Helpline.Shareholders who grant a proxy by electronic means undertake to notify the appointedrepresentative of the proxy granted. Where a proxy is granted to a director and/or thegeneral secretary of the Bank or a remote attendee at the meeting, such notice shallbe deemed given upon receipt by the Bank of such electronic proxy.Electronic proxies must be accepted by the proxy-holder, and may not be used withoutsuch acceptance. For such purpose, all electronic proxies granted to persons other thanthe directors and/or the general secretary and/or a remote attendee at the meetingmust be printed, signed and produced, together with an identifying document, by theappointed proxy-holder to the staff in charge of the shareholders’ register on the dateand at the place of the meeting, beginning one hour prior to the time established forcommencement of the meeting. In the case of electronic proxies sent through the Bankand granted to persons attending the meeting from a distance, the Bank’s softwareapplication will show such remote attendees the proxies received in order for them toaccept such proxies, if they are willing to do so. The person to whom voting powers aredelegated may only exercise such powers by attending the meeting in person(physically or from a distance).(ii)Hand-delivery or postal correspondence:In order to grant a proxy by hand-delivery or postal correspondence, shareholdersmust complete and sign the “Proxy” section of the printed attendance, proxy anddistance voting card issued by the Bank. Such proxies must be accepted by the proxyholder, without which acceptance they may not be used. For such purpose, the proxyholder may sign in the appropriate space on the attendance and proxy card itself. Theperson to whom voting powers are delegated may only exercise such powers byattending the meeting in person, for which purpose, if he/she physically attends themeeting, he/she must produce an identifying document when entering the premiseswhere the meeting is held. In the case of proxies granted by hand-delivery or postalcorrespondence to persons who attend the meeting remotely, and provided that suchproxies have been sent through the Bank, the Bank’s software application will showsuch remote attendees the proxies received in order for them to accept said proxies, ifthey are willing to do so.The duly completed and signed paper card must be delivered at any Branch of the Bankor sent by postal correspondence to Registro de Accionistas, Apartado de Correosnúmero 683 F.D. 28080 Madrid.In addition, as is customary and pursuant to the provisions of the Rules and Regulationsfor the General Shareholders’ Meeting, the duly completed and signed proxy card mayThis document is a translation of an original text in Spanish. In case of any discrepancy between both texts, theSpanish version will prevail.9/25

also be submitted, together with an identifying document, by the appointed proxyholder who physically attends the meeting to the staff in charge of the shareholders’register on the date and at the place where the general shareholders’ meeting is to beheld, beginning one hour prior to the time established for commencement thereof.2.Voting prior to the meeting by remote means of communicationMeans for casting a vote from a distanceThe remote means of communication that are valid for purposes of casting a vote from adistance are the following:(i)Electronic means:In order to cast a vote from a distance through electronic communication with theCompany, the shareholders of the Bank must do so through the Bank’s corporatewebsite (www.santander.com), through the Bank’s Internet addresswww.juntasantander.com or by telephone using the Superlínea telephone line (915123 123). They may also do so in person at any Branch of the Bank using their signaturein the digital platform made available for this purpose. Shareholders with a mobiledevice compatible with Android or Apple iOS operating systems may also use the“Santander Shareholders and Investors” application, which they must have previouslydownloaded from Google Play or the App Store, respectively.The mechanisms to cast votes from a distance by electronic means must be such asproperly guarantee security and the identity of the person casting the vote. To suchend, shareholders who wish to use these voting mechanisms must have previouslysigned one of the agreements specified in section 1 (i) above.Once a shareholder has signed either of the aforementioned agreements and theshareholder has the corresponding set of passwords, such shareholder may casthis/her vote from a distance in connection with the items on the agenda for the generalshareholders’ meeting, either through the “Annual General Meeting” section of theBank’s corporate website (www.santander.com), through the Bank’s Internet addresswww.juntasantander.com or through the “Santander Shareholders and Investors”application (for mobile devices compatible with Android or Apple iOS operatingsystems), or by telephone using the Superlínea telephone line (915 123 123), all onthe terms and conditions described in each case.The aforementioned agreements need not be signed by those shareholders who usethe digital platform made available at the Branches of the Bank or those who accessthrough Superlínea without using passwords, upon the terms set forth in section 1 (i)above.This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, theSpanish version will prevail.10/25

(ii)Hand-delivery or 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 printedattendance, proxy and distance voting card issued by the Bank. The duly completedand signed paper card must be delivered at any Branch of the Bank or sent by postalcorrespondence to Registro de Accionistas, Apartado de Correos número 683 F.D.28080 Madrid.3.Basic rules on voting and proxy-granting prior to the meeting and attendance inperson (physically or from a distance)3.1Deadline for receipt by the Company of proxies granted and votes cast from a distanceprior to the meeting3.1.1 Proxies and distance votes sent by hand-delivery or postal correspondenceIn order to be valid, and pursuant to the provisions of the Bylaws, both proxies grantedfrom a distance and votes cast from a distance sent by hand-delivery or postalcorrespondence must be received by the Company before midnight of the third dayprior to the date on which the meeting is to be held on first call, i.e., prior to midnight(CET) on 22 March 2021. Those who wish to deliver proxies or distance votes to anyBranch of the Bank must do so no later than that date during the hours for which suchBranches are open to the public.As provided in the Rules and Regulations for the General Shareholders’ Meeting, afterthe expiration of the above-mentioned deadline, there shall only be admitted suchproxies as have been granted in writing and submitted by the appointed proxy-holderwho physically attends the meeting to the staff in charge of the shareholders’ register,on the date and at the place where the meeting is to be held, and beginning one hourprior to the time established for commencement thereof.3.1.2 Proxies and distance votes sent by electronic meansPursuant to the provisions of the Bylaws and of the Rules and Regulations for theGeneral Shareholders’ Meeting, on the occasion of this general meeting, the board ofdirectors has resolved to reduce the minimum advance period established to receiveproxies and votes from a distance sent by electronic means, the deadline now beingset at 6:00 p.m. on the day prior to the date on which the meeting is to be held on firstcall. Therefore, in order to be valid, both proxies granted from a distance and votes castfrom a distance through electronic means must be received by the Company prior to6:00 p.m. on the day prior to the date on which the meeting is to be held on first call,i.e., prior to 6:00 p.m. (CET) on 24 March 2021. The mechanisms for the exercise ofvoting rights and proxy-granting prior to the meeting by electronic means will ceaseoperation on the Bank’s corporate website (www.santander.com), at the Bank’sThis document is a translation of an original text in Spanish. In case of any discrepancy between both texts, theSpanish version will prevail.11/25

Internet address www.juntasantander.com, on the “Santander Shareholders andInvestors” application (for mobile devices compatible with Android or Apple iOSoperating systems) and on the Superlínea telephone line (915 123 123) at 6:00 p.m.(CET) on 24 March 2021. For those wishing to use the digital platform made availableat the Branches of the Bank, 24 March 2021 will also be the last day to do so, duringthe hours for which such Branches are open to the public and, in any case, until 6:00p.m. (CET).As provided in the Rules and Regulations for the General Shareholders’ Meeting, afterthe expiration of the above-mentioned deadline, there shall only be admitted suchproxies as have been granted in writing and submitted by the appointed proxy-holderwho physically attends the meeting to the staff in charge of the shareholders’ register,on the date and at the place of the meeting and beginning one hour prior to the timeestablished for commencement thereof.3.2Rules of priority among proxies, distance voting and attendance in person (physicallyor from a distance)3.2.1 Priorities among proxies, distance voting and attendance in person(i)Attendance at the meeting in person (whether physically or from a distance) bya shareholder who has previously granted a proxy or vot

Mar 26, 2021 · This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the 2/25 Spanish version will prevail. Three B. Ratification of the appointment of Ms Gina Lorenza Díez Barroso. Three C.Re-election of Ms Homaira Akbari. Th