Banco Santander S A : Proposed resolutions and explanatory reports. It includes general information on the general meeting, a summary of the proposed resolutions and supplementary information

Ordinary general shareholders' meeting of Banco Santander, S.A.

31 March 2023

Ordinary general shareholders' meeting 2023

Proposed resolutions

Contents

Letter from the General Secretary	3
Basic information about the general meeting	4
Agenda, summary of the proposed resolutions
and supplementary information	5
Proposed resolutions and reports of the board
of directors	16

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

2/69

Ordinary general shareholders' meeting 2023

Proposed resolutions

Letter from the general secretary

Dear shareholder,

Once again this year, I am pleased to make this document available to you, which includes:

• the basic information on how you can participate in the 2023 ordinary general shareholders' meeting;
• the agenda, together with an executive summary of the proposed resolutions submitted for approval under each of the items; and
• the full text of the proposed resolutions with the mandatory reports of the board or its committees.

Continuing with our efforts to present the information for the 2022 ordinary general shareholders' meeting in a simpler and more accessible form, this year we have included supplementary information in the executive summary of proposed resolutions, which we hope you will find useful.

I encourage you to read this document and to participate in our general meeting, to be held on 31 March 2023 at 10:00 a.m. on second call, at Centro de Formación El Solaruco (Ciudad Grupo Santander), Avenida de Cantabria s/n, Boadilla del Monte. You may participate by any of the means and channels that Banco Santander makes available, which are explained in more detail in this document.

Yours faithfully,

Jaime Pérez Renovales

General Secretary

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

3/69

Ordinary general shareholders' meeting 2023

Proposed resolutions

Basic information about the meeting

As part of our continuing efforts to promote engagement in Banco Santander's corporate governance, we encourage all our shareholders to participate in the 2023 general shareholders' meeting

DATE AND TIME	31 March 2023, at 10:00 a.m. (CEST), on second call.
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.
AGENDA	You can find the agenda in the announcement of the call to meeting, available at the following link. You can
also find it in the next section, as heading of the summary of each of the proposed resolutions.
WHO HAS THE	Any shareholder of Banco Santander with shares registered in the shareholder's name not later than 26
RIGHT TO	March 2023 if the meeting is held on second call, as expected (or 25 March 2023 if the meeting is held on
PARTICIPATE	first call), and who meets the other requirements established in the Bylaws.

• By attending

HOW TO PARTICIPATE

• By granting a proxy

• Distance voting

You can attend:

1. In person at Centro de Formación El Solaruco (Ciudad Grupo Santander), Avenida de Cantabria s/n, Boadilla del Monte, where you will have to present your signed attendance card together with an identifying document; or
2. Remotely on the corporate website www.santander.com, through the 'Annual General Meeting' section.

You can grant a proxy and cast a distance vote prior to the general meeting as follows:

1. Printed card: by filling in and delivering it at branches of Banco Santander or sending it by post to Registro de Accionistas.
2. Electronic means:
3. • Via www.santander.com, www.juntasantander.com, or the 'Santander Shareholders and Investors' application;
   • Via telephone, by calling Shareholder Helpline ([phone];
   • In person at any branch of Banco Santander using your signature in the digital platform made available for this purpose or, if you are a customer of the Bank and you have Santander Key, also via the same platform in person or by contacting the staff at those branches.

You can find detailed information regarding how to participate in the announcement of the call to meeting, and also in the instructions for proxy-granting and voting prior to the meeting, remote attendance and the Electronic Shareholders' Forum, available at the following link.

• Retail shareholders

CONTACT INFORMATION

• Institutional investors

• Investor Relations: [e-mail]
• Shareholder Helpline ([phone]
• Investor Relations: [e-mail]
• Georgeson, Banco Santander's proxy solicitor. Email: [e-mail]:
• • Europe: ([phone] / ([phone]
  • United States and other non-European countries: 00 800 2667 8825 / 001 201 6804403

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

4/69

Ordinary general shareholders' meeting 2023

Proposed resolutions

Agenda, summary of the proposed resolutions and supplementary information

The full text of the proposed resolutions and explanatory reports, together with all the useful information for the general shareholders' meeting, has been published and is available at the following link

Item 1. Annual accounts and corporate management.	Page 16
	Item	Proposal
	Annual accounts and directors' reports	To approve the annual accounts and directors' reports for financial year 2022,
1 A	of Banco Santander and of its
which can be viewed at the following link.
	consolidated group for 2022.
	Consolidated statement of non-
1 B	financial information for 2022, which is	To approve the consolidated statement of non-financial information for financial
part of the consolidated directors'	year 2022 (see 'Responsible banking' chapter of the 2022 annual report).
	report.
1 C	Corporate management for 2022.	To approve the corporate management for financial year 2022.
Item 2. Application of results obtained during 2022.	Page 17

Purpose

Proposal

To approve the application of results obtained during 2022, which is aligned with the shareholder remuneration policy established by the board of directors for financial year 2022, consisting of a total remuneration target of approximately 40% of the Group's ordinary profit, distributed approximately equally between cash dividends and share buybacks.

To approve the application of the separate results obtained by Banco Santander during financial year 2022 as follows:

Separate results obtained during financial year 2022 (profit)	EUR 7,921,403,147.51
Application To dividends	EUR 1,942,470,146.35
	Dividend paid prior to the date of the meeting1)	EUR 979,113,612.35
	Final dividend(2)	EUR 963,356,534
	To Voluntary Reserves(3)	EUR 5,978,933,001.16

1. Total amount paid as interim dividend, at a fixed rate of 5.83 euro cents per share entitled to receive the dividend.
2. Fixed dividend of EUR 5.95 cents gross per share entitled to receive the dividend, payable in cash as from 2 May 2023. The total amount has been estimated assuming that, after the buyback programme announced on 28 February 2023 is implemented, 16,190,866,119 of the Bank's outstanding shares will be entitled to receive the dividend. Therefore, the total amount of the final dividend may be higher if fewer shares than anticipated are acquired under the buyback programme, and it will be lower in the opposite case.
3. Estimated amount corresponding to a final dividend of EUR 963,356,534. This figure will increase or decrease by the same amount as the lower or higher amount, respectively, of the final dividend.

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

5/69