FREE TRANSLATION OF THE ORIGINAL IN SPANISH. IN CASE OF A DISCREPANCY THE

SPANISH VERSION PREVAILS

April 2, 2020

Banco Santander, S.A.

Ciudad Financiera Grupo Santander Avenida de Cantabria s/n

28660 Boadilla del Monte Madrid, Spain

For the attention of the Board of Directors

Dear Sirs

The notice of the General Shareholders' Meeting of Banco Santander, S.A. (the Bank) dated 28 February 2020 includes the following Proposal for the Application of Profits agreed by the Board of Directors in their meeting of 27 February 2020:

Million euro

Dividend distributed at 31 December*

1 662

Final dividend (including, if appropriate, cash dividend of shareholders

opting to receive cash in scrip dividend) **

1 761

3 423

Voluntary reserves

107

Net profit for the year

3 530

* Recognised in Shareholders' funds - Interim dividends. ** Assuming % of requests for cash of 20%

This proposal is also included in note 4 to the Bank's standalone and consolidated financial statements for the year ended 31 December 2019, that were authorised for issue by the Bank's Board of Directors in the aforementioned meeting and on which we issued our audit reports on 28 February, in which we expressed, in both cases, an unqualified opinion.

PricewaterhouseCoopers Auditores, S.L., Torre PwC, Pº de la Castellana 259 B, 28046 Madrid, España Tel.: +34 915 684 400 / +34 902 021 111, Fax: +34 915 685 400, www.pwc.es

R. M. Madrid, hoja 87.250-1, folio 75, tomo 9.267, libro 8.054, sección 3ª

Inscrita en el R.O.A.C. con el número S0242 - CIF: B-79 031290

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As indicated in the attached Appendix, the Bank's Board of Directors, in their meeting of April 2, 2020 has taken the decision to propose postponing a decision on such proposal for the application of profits contained in the notice of said meeting until a subsequent meeting, which should be held within the legally envisaged time period for holding the general meeting, taking into account the extended period envisaged under Royal Decree-Law 8/2020, of 17 March.

Within this context, we confirm that this decision of the Bank's Board of Directors would not have modified our audit opinion expressed in our above-mentioned audit reports dated 28 February 2020, if such decision of the Board of Directors had been known at the time of our signing such reports.

This letter relates solely to the decision to propose postponing the decision on the proposal for the application of profits mentioned above. Since 28 February 2020, date of issuance of our audit report, we have not carried out any audit procedure on other matters or subsequent events that may have occurred since that date.

This letter is issued at the request of the Board of Directors of Banco Santander S.A., for the purposes of informing the General Shareholders' Meeting, in accordance with the requirements of articles 40 and 41 of Royal Decree Law 8/2020, of 17 March, on extraordinary and urgent measures to address the economic and social impact of COVID-19 in relation with the Proposal for the Application of Profits od mercantile companies in the context of the Covid-19 health crisis and must not be used for any other purposes.

PricewaterhouseCoopers Auditores, S.L.

(Original in Spanish signed by)

Alejandro Esnal

Partner

PricewaterhouseCoopers Auditores, S.L., Torre PwC, Pº de la Castellana 259 B, 28046 Madrid, España Tel.: +34 915 684 400 / +34 902 021 111, Fax: +34 915 685 400, www.pwc.es

R. M. Madrid, hoja 87.250-1, folio 75, tomo 9.267, libro 8.054, sección 3ª

Inscrita en el R.O.A.C. con el número S0242 - CIF: B-79 031290

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Attachments

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Banco Santander SA published this content on 02 April 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 April 2020 23:42:04 UTC