Banco Santander S A : Notice of call to the ordinary general shareholder's meeting

•santander

Banco Santander, S.A. (the "Bank" or "Santander"), in compliance with the Securities Market legislation, hereby announces:

OTHER RELEVANT INFORMATION

In accordance with the provisions of the Spanish Companies Law, Santander hereby attaches the full text of the notice of call to the ordinary general shareholders' meeting to be held in Boadilla del Monte (Madrid), at the Centro de Formación El Solaruco (Ciudad Grupo Santander), located at Avenida de Cantabria, s/n, on 26 October 2020 at 9:00 a.m., on first call, or on 27 October 2020 at the same place and time, on second call.

The proposed resolutions, the required reports on the items of the agenda and the remaining documentation relating to the meeting are available on the corporate website (www.santander.com).

Boadilla del Monte (Madrid), 22 September 2020

BANCO SANTANDER, S.A.

Ordinary general shareholders' meeting

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 Formación El 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 first 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 financial year 2019.
Two.-	Board of directors: appointment, re-election or ratification of directors.
Two A.	Setting of the number of directors.
Two B.	Appointment of Mr Ramón Martín Chávez Márquez.
Three.-
Three A.	Examination and, if appropriate, approval of the balance sheet of Banco
Three B.	Santander, S.A. as at 30 June 2020.
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 reflect
	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,	1/18
the Spanish version will prevail.

Four.-	Conditional distribution of the gross fixed 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 significant 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 different 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 Formación El Solaruco)

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts,	2/18
the Spanish version will prevail.

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 different 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 Formación El 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.

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 Formación 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 supplement to this call to the meeting, including one or more items on the agenda. This right must be exercised by means of certified notice that must be received at the Company's registered office within five 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 certified notice to be received at the registered office of the Company within five 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 without prejudice to the right of 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.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts,	3/18
the Spanish version will prevail.