Banco Santander S A : Approved resolutions and voting

BANCO SANTANDER, S.A. ORDINARY SHAREHOLDERS' MEETING, 26 MARCH 2021

VOTES (1)

1.- Annual accounts and corporate management.

1A. Examination and, if appropriate, approval of the annual accounts (balance sheet, profit and loss statement, statement of recognised income and expense, statement of changes in total equity, cash flow statement, and notes) and the directors' reports of Banco Santander, S.A. and its consolidated Group, all with respect to the financial year ended 31 December 2020.

1B. Examination and, if appropriate, approval of the consolidated statement of non-financial information for the financial year ended 31 December 2020, which is part of the consolidated directors' report.

1C. Examination and, if appropriate, approval of the corporate management for financial year 2020.

2.- Application of results obtained during financial year 2020.

3.- Board of directors: appointment, re-election or ratification of directors.

• 3A. Setting of the number of directors.

• 3B. Ratification of the appointment of Ms Gina Lorenza Díez Barroso.

• 3C. Re-election of Ms Homaira Akbari.

• 3D. Re-election of Mr Álvaro Antonio Cardoso de Souza.

• 3E. Re-election of Mr Javier Botín-Sanz de Sautuola y O'Shea.

• 3F. Re-election of Mr Ramiro Mato García-Ansorena.

• 3G. Re-election of Mr Bruce Carnegie-Brown.

4.- Re-election of the external auditor for financial year 2021.

5.- Amendment of the following articles of the Bylaws:

5A. Amendment of articles relating to the issuance of non-convertible debentures: article 18 (convertible and exchangeable debentures ) and article 20 (distribution of powers ).

5B. Amendment of article relating to the powers of the general shareholders' meeting (share-based compensation ): article 20 (distribution of powers ).

5C. Amendment of articles relating to the shareholders' participation at the general shareholders' meeting: article 27 (attendance at the general shareholders' meeting by proxy ) and article 34 (distance voting ).

5D. Amendment of article relating to attending the meeting from a distance by remote means of communication: article 34 (distance voting ). Introducing a new article 34 bis (remote shareholders' meeting ).

BANCO SANTANDER, S.A. ORDINARY SHAREHOLDERS' MEETING, 26 MARCH 2021

VOTES (1)

Votes: For

Votes: AgainstTotal

%(2)

Total

%(2)

6.- Amendment of the following articles of the Rules and Regulations for the General Shareholders' Meeting:

6A. Amendment of article 2 (General Shareholders' Meeting ), relating to the powers of the shareholders at a general meeting (issuance of debentures ).

11,305,318,953

99.23

87,589,564

0.77

5,006,915

0.04

337,261,408

2.87

11,735,176,840

67.67

6B. Amendment of article 2 (General Shareholders' Meeting ), relating to the powers of the shareholders at a general meeting (share-based compensation ).

• 6C. Amendment of article 8 (proxies ), relating to proxy representation at a general meeting.

  11,273,821,895 11,354,124,566

  98.94 99.64

  120,516,696 40,763,697

  1.06 0.36

  4,934,917 5,080,662

  0.04 0.04

  335,903,332 335,207,915

  2.86 2.86

  11,735,176,840 11,735,176,840

  67.67 67.67

• 6D. Amendment of article 20 (voting by distance means of communication ), relating to the means for distance voting.

11,228,547,286

98.51

169,721,913

1.49

4,720,459

0.04

332,187,182

2.83

11,735,176,840

67.67

6E. Amendment of article 26 (publication of resolutions ), relating to publication of the resolutions approved at the general meeting.

11,364,653,963

99.71

32,966,778

0.29

4,704,837

0.04

332,851,262

2.84

11,735,176,840

67.67

7.- Delegation to the board of directors of the power to issue all kinds of fixed-income securities, preferred interests (participaciones preferentes ) or debt instruments of a similar nature (including certificates (cédulas), promissory notes and warrants) that are not convertible, depriving of effect, to the extent of the unused amount, the delegation in such respect conferred by resolution Eight II) approved by the shareholders acting at the ordinary general meeting of 3 April 2020.

11,041,383,138

96.89

354,561,420

3.11

4,325,941

0.04

334,906,341

2.85

11,735,176,840

67.67

8.- Director remuneration policy.

10,622,778,432

93.26

768,167,423

6.74

4,702,286

0.04

339,528,699

2.89

11,735,176,840

67.67

9.- Director remuneration system: setting of the maximum amount of annual remuneration to be paid to all of the directors in their capacity as such.

11,205,351,324

98.35

188,337,161

1.65

4,488,256

0.04

337,000,099

2.87

11,735,176,840

67.67

10.- Remuneration system: 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.

11,290,182,828

99.33

76,368,570

0.67

4,766,472

0.04

334,198,720

2.86

11,705,516,590

67.50

11.- Approval of the application of remuneration plans involving the delivery of shares or share options:

• 11A. Deferred Multiyear Objectives Variable Remuneration Plan.

• 11B. Deferred and Conditional Variable Remuneration Plan.

• 11C. Digital Transformation Award.

• 11D. Application of the Group's buy-out regulations.

  11,008,507,264 11,127,888,327 11,339,280,040 11,273,098,516

  96.61 97.66 99.51 98.98

  385,873,587 266,338,392 56,046,379 115,917,825

  3.39 2.34 0.49 1.02

  4,880,663 4,783,514 4,628,670 5,106,657

  0.04 0.04 0.04 0.04

  335,915,326 336,166,607 335,221,751 341,053,842

  2.86 2.86 2.86 2.91

  11,735,176,840 11,735,176,840 11,735,176,840 11,735,176,840

  67.67 67.67 67.67 67.67

• 11E. Plan for employees of Santander UK Group Holdings plc. and other companies of the Group in the United Kingdom by means of options on shares of the Bank linked to the contribution of periodic monetary amounts and to certain continuity requirements.

11,283,425,975

99.01

113,200,596

0.99

4,716,989

0.04

333,833,280

2.84

11,735,176,840

67.67

BANCO SANTANDER, S.A. ORDINARY SHAREHOLDERS' MEETING, 26 MARCH 2021

VOTES (1)

Votes: For

Votes: AgainstTotal

%(2)

Total

%(2)

12.- 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.

11,350,094,001

99.56

49,807,003

0.44

4,330,135

0.04

330,945,701

2.82

11,735,176,840

67.67

13.- Annual director remuneration report.

24.-(5)

14.-(5)

15.-(5)

16.-(5)

17.-(5)

18.-(5)

19.-(5)

20.-(5)

21.-(5)

22.-(5)

23.-(5)

25.-(5)

26.-(5)

27.-(5)

28.-(5)

29.-(5)

10,434,787,981

122,222 119,565 119,565 119,565 119,565 119,565 119,565 119,565 119,565 119,565 119,565 119,565 119,565 119,565 119,565 119,565

91.59 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

957,730,594 11,275,640,329 11,275,643,238 11,275,640,581 11,275,640,581 11,275,640,581 11,275,643,238 11,275,640,581 11,275,640,581 11,275,640,581 11,275,640,581 11,275,640,581 11,275,640,581 11,275,640,581 11,275,640,581 11,275,640,581 11,275,640,581

8.41 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

4,554,563 19,014 19,014 21,671 21,671 21,671 19,014 21,671 21,671 21,671 21,671 21,671 21,671 21,671 21,671 21,671 21,671

0.04 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

338,103,702 10,546,511 10,546,259 10,546,259 10,546,259 10,546,259 10,546,259 10,546,259 10,546,259 10,546,259 10,546,259 10,546,259 10,546,259 10,546,259 10,546,259 10,546,259 10,546,259

2.88 0.09 0.09 0.09 0.09 0.09 0.09 0.09 0.09 0.09 0.09 0.09 0.09 0.09 0.09 0.09 0.09

11,735,176,840 11,286,328,076 11,286,328,076 11,286,328,076 11,286,328,076 11,286,328,076 11,286,328,076 11,286,328,076 11,286,328,076 11,286,328,076 11,286,328,076 11,286,328,076 11,286,328,076 11,286,328,076 11,286,328,076 11,286,328,076 11,286,328,076

67.67 65.09 65.09 65.09 65.09 65.09 65.09 65.09 65.09 65.09 65.09 65.09 65.09 65.09 65.09 65.09 65.09

• (1) Each Banco Santander share grants one vote.

• (2) Percentage of votes for and against.

• (3) Percentage of share capital present and attending by proxy at the Ordinary Shareholders' Meeting.

• (4) Percentage of Banco Santander's share capital on the date of the Ordinary Shareholders' Meeting.

• (5) Items 14 to 29, not included in the agenda were put to a separate vote. Each item refers to the proposal of corporate action to demand director liability (14) and to the proposal of dismissal and removal of the following directors: Ms Ana Patricia Botín-Sanz de Sautuola y O'Shea (15), Mr José Antonio

Álvarez Álvarez (16), Mr Bruce Carnegie-Brown (17), Ms Homaira Akbari (18), Mr Javier Botín-Sanz de Sautuola y O'Shea (19), Ms Sol Daurella Comadrán (20), Ms Belén Romana García (21), Mr Ramiro Mato García-Ansorena (22), Mr Álvaro Antonio Cardoso de Souza (23), Mr Henrique de Castro (24), Mrs Pamela Ann Walkden (25), Mr Luis Isasi Fernández de Bobadilla (26), Mr Sergio Lires Rial (27), Mr R Martín Chávez Márquez (28) and Ms Gina Lorenza Díez Barroso (29).

The resolutions approved by the Ordinary General Shareholders' Meeting held on 26 March 2021 were as follows.

ITEM ONE

One A.-

To approve the annual accounts (balance sheet, profit and loss statement, statement of recognised income and expense, statement of changes in total equity, cash flow statement, and notes) and the directors' reports of Banco Santander, S.A. and of its consolidated Group, all for the year ended

31 December 2020, all drawn up in eXtensible HyperText Markup Language (XHTML) electronic format, with the consolidated financial statements tagged using the eXtensible Business Reporting Language (XBRL) standard, in accordance with the provisions of Directive 2004/109/EC and Delegated Regulation (EU) 2019/815.

One B.-

To approve the consolidated statement of non-financial information for the financial year ended

31 December 2020, which is part of the consolidated directors' report for said financial year ("Responsible Banking" chapter of the 2020 annual report).

One C.-

To approve the corporate management for financial year 2020.

ITEM TWO

To approve the application of results obtained by the Bank in financial year 2020, consisting of losses of 3,557,057,908 euros, to be charged against:

• (i) the share premium reserve account to the extent by which said charge against the share premium reserve account is approved by the European Central Bank under articles 77 and 78 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013; and

• (ii) the voluntary reserve account, in the amount by which said losses are not applied in accordance with paragraph (i) above.

ITEM THREE

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

Three B.- To ratify the appointment of Ms Gina Lorenza Díez Barroso as a director, whose appointment was approved by the board at its meeting of 22 December 2020, with the classification of independent director.

With regard to the annual renewal of one-third of the board positions as provided by article 55 of the Bylaws, to re-elect the following persons for a new three-year period:

Three C.- To re-elect Ms Homaira Akbari as a director, with the classification of independent director.

Three D.- To re-elect Mr Álvaro Antonio Cardoso de Souza as a director, with the classification of independent director.

Three E.-	To re-elect Mr Javier Botín-Sanz de Sautuola y O´Shea as a director, with the classification of
external director.
Three F.-	To re-elect Mr Ramiro Mato García-Ansorena as a director, with the classification of independent
director.
Three G.-	To re-elect Mr Bruce Carnegie-Brown as a director, with the classification of independent director.
ITEM FOUR

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