Banco Santander S A : Proposal of resolutions and directors' reports, including the reasoned proposals of the appointments committee (item 3) and of the board (item 8) and the detailed recommendation (item 11)

ORDINARY GENERAL SHAREHOLDERS' MEETING

OF BANCO SANTANDER, S.A. - MARCH 2021

Item One One A.

Annual accounts and corporate management.

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.

One B.

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.

One C.

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

Proposals1: 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

1

Each of the proposals made under items One A to One C will be submitted to a separate vote.

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 TwoApplication of results obtained during financial year 2020.

RATIONALE SUBMITTED BY THE BOARD OF DIRECTORS OF BANCO SANTANDER, S.A. REGARDING THE PROPOSAL REFERRED TO IN ITEM TWO OF THE AGENDA FOR THE

GENERAL SHAREHOLDERS' MEETING CALLED FOR 25 MARCH 2021, ON FIRST CALL, AND

FOR 26 MARCH 2021, ON SECOND CALL

On 3 February 2021, the Bank made public its 2020 results and the board's intention to pay a cash dividend of €2.75 cents per share as shareholder remuneration for 2020, the maximum allowed in accordance with the limits set by the European Central Bank recommendation of 15 December 2020. This dividend will be paid under the resolution for the distribution of share premium approved at the Bank's general shareholders meeting on 27 October 2020.

Besides, in relation to the proposal of application of results detailed below, the charge to share premium is proposed to rebalance the types of reserves, of which there is a high proportion of share premium.

Proposal:

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	Board of directors: appointment, re-election or ratification of
directors.
Three A.	Setting of the number of directors.
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.

REPORT SUBMITTED BY THE BOARD OF DIRECTORS OF BANCO SANTANDER, S.A. REGARDING THE PROPOSALS REFERRED TO IN ITEM THREE OF THE AGENDA FOR THE

GENERAL SHAREHOLDERS' MEETING CALLED FOR 25 MARCH 2021, ON FIRST CALL, AND

FOR 26 MARCH 2021, ON SECOND CALL

This report has been prepared in compliance with the provisions of section 529 decies of the Spanish Capital Corporations Law (Ley de Sociedades de Capital) and is intended to provide a rationale for the proposed ratification or re-election of directors of Banco Santander, S.A. (the "Bank" or the "Company") that are submitted for the approval of the shareholders acting at the general shareholders' meeting under item Three of its agenda, evaluating for such purposes the expertise, experience and merits of the persons whose ratification or re-election is proposed at the meeting.

Item Three A) also includes a proposal to set the number of the Bank's directors at 15, which is within the threshold established by Recommendation 13 of the current Good Governance Code of Listed Companies.

For purposes of items Three B) to Three G), there is included below a separate evaluation by the board of the expertise, experience and merits of all of the persons whose ratification or re-election is submitted to the shareholders at the general meeting, namely Ms Gina Lorenza Díez Barroso, Ms Homaira Akbari, Mr Álvaro Antonio Cardoso de Souza, Mr Javier Botín-Sanz de Sautuola y O´Shea, Mr Ramiro Mato García-Ansorena and Mr Bruce Carnegie-Brown. All of the foregoing is carried out in view of the reasoned proposal made by the appointments committee on 19 February 2021, in accordance with the aforementioned section 529 decies of the Spanish Capital Corporations Law and articles 18.4 and 26 of the rules and regulations of the board, and with which the board concurs in all respects. The aforementioned proposal of the appointments committee is attached as an Exhibit to this directors' report.