Banco Santander S A : Notice of call to the meeting and agenda

BANCO SANTANDER, S.A.

Call to ordinary general shareholders' meeting

	31 March 2023, at 10:00 a.m. (CEST), on second call.
DATE AND TIME:	The general meeting is expected to be held on second call, although it is also called to be held on first
	call on 30 March 2023, at the same place and time.
	• In person at Centro de Formación El Solaruco (Ciudad Grupo Santander), Avenida de Cantabria s/n,
ATTENDANCE:	Boadilla del Monte; or
• Remotely on the corporate website www.santander.com, through the "Annual General Meeting"
	section, as detailed below.
	1 Annual accounts and corporate management.
	1 A Annual accounts and directors' reports of Banco Santander, S.A. and of its consolidated group for
	2022.
	1 B Consolidated statement of non-financial information for 2022, which is part of the consolidated
	directors' report.
	1 C Corporate management for 2022.
	2 Application of results obtained during 2022.
	3 Board of directors: appointment, re-election or ratification of directors.
	3 A Setting of the number of directors.
	3 B Ratification of the appointment and re-election of Mr Héctor Blas Grisi Checa.
	3 C Ratification of the appointment and re-election of Mr Glenn Hogan Hutchins.
	3 D Re-election of Mrs Pamela Ann Walkden.
AGENDA:	3 E Re-election of Ms Ana Patricia Botín-Sanz de Sautuola y O'Shea.
3 F Re-election of Ms Sol Daurella Comadrán.
	3 G Re-election of Ms Gina Lorenza Díez Barroso Azcárraga.
	3 H Re-election of Ms Homaira Akbari.
	4 Re-election of the external auditor for financial year 2023.
	5 Share capital and convertible securities.
	5 A Reduction in share capital in the maximum amount of EUR 757,225,978.50, through the
	cancellation of a maximum of 1,514,451,957 own shares. Delegation of powers.
	5 B Reduction in share capital in the maximum amount of EUR 822,699,750.50, through the
	cancellation of a maximum of 1,645,399,501 own shares. Delegation of powers.
	5 C Authorisation for the Bank and its subsidiaries to be able to acquire own shares.
	5 D Delegation to the board of the power to issue securities convertible into shares of the Bank
	within a 5-year period and subject to a maximum aggregate limit of EUR 10,000 million. Setting
	of standards to determine the bases for and terms and conditions applicable to the conversion
	and granting of powers to increase capital. Delegation to exclude pre-emptive rights.

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

1/ 9

Call to ordinary general shareholders' meeting 2023

	6 Remuneration.
	6 A Directors' remuneration policy.
	6 B Setting of the maximum amount of annual remuneration to be paid to all the directors in their
	capacity as such.
	6 C Approval of maximum ratio between fixed and variable components of total remuneration of
AGENDA (cont.):	executive directors and other employees belonging to categories with professional activities that
have a material impact on the risk profile.
	6 D Deferred Multiyear Objectives Variable Remuneration Plan.
	6 E Application of the Group's buy-out regulations.
	6 F Annual directors' remuneration report (consultative vote).
	7 Authorisation to the board and grant of powers for conversion into public instrument.
	Shareholders representing 3% or more of the share capital may request the publication of a supplement
	to this call to meeting, including one or more items on the agenda, and present well-founded proposed
SUPPLEMENT TO THE	resolutions regarding items already included or that should be included on the agenda. These rights
may be exercised by certified notice to be received at the registered office of the Company within 5 days
CALL TO MEETING:	of the publication of this call to meeting. During the course of the general shareholders' meeting, any
	shareholder is also entitled to make alternative proposals or proposals concerning items that need not
	be included on the agenda, as provided by the Spanish Capital Corporations Law (Ley de Sociedades de
	Capital). More information is available on the Bank's corporate website (www.santander.com).
	Every holder of any number of the Bank's shares registered in the shareholder's name 5 days prior to
	the date on which the general shareholders' meeting is to be held and who meets the other
	requirements established in the Bylaws has the right to participate in this meeting. The following
	means are available to participate in the meeting:
MEANS OF	1.- Attendance
a) In-person
PARTICIPATION:	b) Remote
	2.- Advance proxy-granting and voting
	a) Grant a proxy to another person prior to the meeting so that this person may attend in person or
	remotely and vote on one's behalf
	b) Distance voting prior to the meeting
	A shareholder (or his/her proxy representative) who desires to physically attendthe meeting must sign
	the attendance, proxy and voting card and present it, together with an identifying document, to the
1 a) In-person	staff in charge of the shareholders' register on the date and at the place of the meeting, beginning one
hour prior to the time established for commencement of the meeting.
attendance
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, the Spanish version will prevail.

2/ 9

Call to ordinary general shareholders' meeting 2023

1 b) Remote attendance

In order to attend remotely, a shareholder (or his/her proxy representative) must first sign the Consumer Digital Banking Agreement or the Agreement for Access to Electronic Voting and Proxy- Granting and Remote Attendance, and follow the following steps.

1. Registration and attendance: a shareholder (or his/her proxy representative) must register using the corresponding connection through the "Annual General Meeting" section on the Bank's corporate website (www.santander.com) or through the Bank's internet address www.juntasantander.combetween 8:30 and 9:30 on the day of the meeting. Registration of attendees will not be allowed outside of this time period.
   In the event that the meeting is held on second call, attendees who have registered for the meeting on first call will be required to carry out the registration process again in order to be able to attend.
   In order to ensure the quality of the connection of the remote channel of attendance at the meeting and to provide attendees with an additional explanatory guide to facilitate such connection, all shareholders (or their proxy representatives) with the required passwords to access and who intend to remotely attend the meeting are kindly requested to send an email to [e-mail] this intention before 7:00 p.m. (CEST) on 30 March 2023 (the day prior to the day of holding the meeting on second call). All of the foregoing is without prejudice to the required registration of the attendee between 8:30 and 9:30 on the day of the meeting and compliance with all other requirements as stated in this announcement, on the Bank's corporate website (www.santander.com) or at www.juntasantander.com.
   If persons attending remotely have been granted proxies, and provided that such proxies have been received by the Bank within the deadlines for admission thereof, the software application will show them such proxies so that they accept them, if they are willing to do so.
   Attendees who wish to state before the Notary in charge of preparing the minutes of the general meeting that they expressly leave the meeting must do so by using the form included for such purpose in the remote attendance software application. After this statement to the Notary, all actions taken by such attendees thereafter shall be deemed not taken.
2. Participation: a shareholder (or his/her proxy representative) who, in the exercise of his/her rights, intends to participate in the meeting and, where applicable, exercise his/her rights to receive information, participate or make proposals shall express his/her intent to do so at the time of registration. Following such expression of intent, and exclusively by means of the participation form available for such purpose, the person attending remotely may state in writing and send the contents of their participation or their question or proposal from the time the chair declares the meeting to be validly in session until the participation period ends. The person attending remotely who wishes his/her participation to be recorded in the minutes of the meeting must expressly state such desire in it.
3. Voting: the items on the agenda may be voted on from the time that the chair declares the meeting to be validly in session and until, following the reading of the summaries of the proposed resolutions, the vote commences on the proposed resolutions at the premises where the meeting is held.
   In the event of alternative proposals, the provisions of the second paragraph of Article 21.1 of the Rules and Regulations for the General Shareholders' Meeting shall apply, with a vote in favour of a proposed resolution by the shareholders at the general shareholders' meeting being deemed to be a vote against alternative proposals that are incompatible therewith.

In the event of proposals regarding items not included on the agenda, remote attendees may cast their vote as from the moment when the secretary for the general meeting reads out such proposals for a vote to be taken thereon.

To the extent not expressly provided for in this call to meeting, remote attendance at the meeting shall be subject to the provisions set out in the Bank's corporate website (including the "instructions for proxy-granting and voting prior to the meeting, remote attendance and the Electronic Shareholders' Forum"), the law, the Bylaws and the Rules and Regulations for the General Shareholders' Meeting.

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

3/ 9

Call to ordinary general shareholders' meeting 2023

2. Advance proxy- granting and voting

A. Meansfor advance proxy-granting or voting
Electronic means		Hand-delivery or postal correspondence
• Through the following means, if the Consumer		By completing and signing the "Proxy" or
Digital Banking Agreement or the Agreement		"Distance Voting" section, as applicable, of the
for Access to Electronic Voting and Proxy-		printed attendance, proxy and voting card issued
Granting and Remote Attendance has been		by the Bank. The printed card, completed and
signed:		signed by the shareholder and, if applicable, by
- the corporate website of the Bank		the shareholder's proxy representative, must be
	delivered at any branch of Banco Santander or
(www.santander.com);
	sent by postal correspondence to Registro de
- the Bank's website address		Accionistas, Apartado de Correos número 683 F.D.
www.juntasantander.com; or		28080 Madrid. In the case of proxy
- the "Santander Shareholders and Investors"		representation, the duly completed and signed
	proxy card may also be submitted, together with
app (Android or Apple iOS).
	an identifying document, by the appointed proxy-
• In any case:		holder who physically attends the meeting to the
- by telephone using the Shareholders Helpline		staff in charge of the shareholders' register on the
	date and at the place where the general
(([phone]); or
	shareholders' meeting is to be held, beginning
- in person at any branch of Banco Santander		one hour prior to the time established for
using their signature in the digital platform		commencement thereof.
made available for this purpose, or, if they are
a customer of the Bank and have the
Santander Key, also through the same
platform either in person or by contacting the
staff of the branches.
B. Deadlinesfor advance proxy-granting or voting
Electronic means		Hand-delivery or postal correspondence
The proxy or vote by electronic means must be		The proxy or vote by hand-delivery or postal
received by the Bank before 6:00 p.m. (CEST) on		correspondence must be received by the Bank
29 March 2023. The mechanisms for the exercise		before midnight (24:00 hrs. CEST) on 27 March
of voting rights and proxy-granting prior to the		2023. Those who wish to deliver advance proxies
meeting by electronic means will cease operation		or distance votes to any branch of Banco
on the Bank's corporate website		Santander must do so no later than that date
(www.santander.com), at the Bank's internet		during the hours for which such branches are
address www.juntasantander.com, on the		open to the public.
"Santander Shareholders and Investors"		After said deadlines, there shall only be admitted
application and on the Shareholders Helpline
	such proxies as are granted in writing and
(([phone]) at 6:00 p.m. (CEST) on 29
	submitted by the proxy-holder who physically
March 2023.
	attends the meeting to the staff in charge of the
For those wishing to use the digital platform		shareholders' register, on the date and at the
made available at the branches of the Bank		place where the meeting is to be held, and
(either in person or, for customers with the		beginning one hour prior to the time established
Santander Key, by contacting the staff of such		for commencement thereof.
branches), 29 March 2023 will also be the last
day to do so, during the hours for which such
branches are open to the public and in any case
before 6:00 p.m. (CEST).

C. Other matters

Both the proxy granted and the vote cast from a distance shall be rendered ineffective by the disposition of shares of which the Bank is aware.

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

4/ 9

Call to ordinary general shareholders' meeting 2023

2 a) Specific rules for proxy-granting

1. Electronic means: shareholders undertake to notify the appointed representative of the proxy granted. Where a proxy is granted to a director and/or the general secretary of the Bank or a remote attendee at the meeting, such notice shall be 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 without such acceptance. For such purpose, all electronic proxies granted to persons other than the directors and/ or the general secretary and/or a remote attendee at the meeting must be printed, signed and submitted, together with an identifying document, by the appointed proxy-holder to the staff in charge of the shareholders' register on the date and at the place of the meeting, beginning one hour prior to the time established for commencement thereof. In the case of electronic proxies granted to persons attending the meeting remotely, the Bank's software application will show such remote attendees the proxies received and sent through the Bank in order for them to accept such proxies, if they are willing to do so. The person to whom voting powers are delegated may only exercise such powers by attending the meeting in person (physically or remotely).
2. Hand-deliveryor postal correspondence: proxies conferred by hand-delivery or postal correspondence must be accepted by the proxy representative by signing in the space provided for this purpose. The person to whom voting powers are delegated may only exercise such powers by attending the meeting in person, for which purpose, if he/she physically attends the meeting, he/she must produce an identifying document when entering the premises where the meeting is held. In the case of proxies granted by hand-delivery or postal correspondence to persons who attend the meeting remotely, and provided that such proxies have been sent through the Bank within the deadlines specified, the Bank's software application will show such remote attendees the proxies received in order for them to accept said proxies, if they are willing to do so.
3. Other rules: all proxies that do not expressly state the name of the individual or legal entity to which the proxy is granted shall be deemed granted to the chair of the board of directors.
   It is noted for the record that if the appointed representative 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 through 3 H (if the appointment, re-election or ratification thereof is submitted to the shareholders under said item), 6 A, 6 B and 6 F on the agenda, and if the appointed representative is an executive director, also in connection with items 6 C and 6 D. Furthermore, the proxy granted to the chair shall be deemed granted to the person who chairs the meeting if the chair is unable to attend.
   In order to give precise voting instructions in the case of proxy-granting, the corresponding box must be checked in the table containing the items on the agenda in the attendance, proxy and distance voting card (proxy section). If any of such boxes is not checked, the shareholder granting the proxy shall be deemed to give a precise instruction to vote in favour of the proposal submitted by the board of directors.
   If the representative appointed as set forth above is affected by a conflict of interest when voting on any of the proposals submitted to the shareholders, whether or not they are included on the agenda, and the shareholder granting the proxy has not given precise voting instructions as provided for such purpose, the proxy shall be deemed granted to the general secretary. In any event, if the appointed representative 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.
   As regards possible proposals relating to items not included on the agenda of the call to meeting, the proxy shall be deemed to also cover the proposals regarding items not included on the agenda unless indicated otherwise by the shareholder granting the proxy (in which case, it shall be deemed that the shareholder instructs the representative to abstain). If the proxy also covers any such proposals, the precise instruction to the representative shall be that of voting in the negative, unless indicated otherwise by the shareholder granting the proxy. A conflict of interest shall arise if matters are submitted to the shareholders at the meeting that are not included on the agenda and that refer to the removal of or the commencement of a derivative action (acción social de responsabilidad) against the representative, if the latter is in turn a director of the Bank.

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

5/ 9