Banco Santander S A : Certificate of resolutions of the Ordinary General Shareholders' Meeting held today

MR. JAIME PÉREZ RENOVALES, SECRETARY GENERAL AND SECRETARY OF THE BOARD OF "BANCO SANTANDER, S.A.",

CERTIFY: That at the General Shareholders' Meeting of this entity, validly held on 26 March 2021, the following resolutions were passed:

"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.

BancoSantander,S.A.-DomicilioSocial:PaseodePereda,9-12.39004SANTANDER-R.M.deSantander,Hoja286,Folio64,Libro5ºdeSociedades,Inscripción1ª.C.I.F.A-39000013

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.- ITEM TWO

To approve the corporate management for financial year 2020.

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

Proposals:

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

For the verification of the annual accounts and of the directors' report of the Bank and of the consolidated Group corresponding to financial year 2021, to re-elect PricewaterhouseCoopers Auditores, S.L., with registered office in Madrid, at Paseo de la Castellana, nº 259 B, with Tax ID Code B-79031290 and registered in the Official Registry of Auditors of Accounts (Registro Oficial de Auditores de Cuentas) of the Accounting and Audit of Accounts Institute (Instituto de Contabilidad y Auditoría de Cuentas) of the Ministry for Economy and Business with number S0242, as external auditor.

ITEM FIVE

BancoSantander,S.A.-DomicilioSocial:PaseodePereda,9-12.39004SANTANDER-R.M.deSantander,Hoja286,Folio64,Libro5ºdeSociedades,Inscripción1ª.C.I.F.A-39000013

Five A

As regards the bylaw provisions regarding the issue of debentures by the Company, it is hereby resolved to include the following amendments to the Bylaws:

(i)To amend article 18 of the Bylaws, which shall hereafter read as follows: "Article 18. Convertible debentures

• 1. Convertible debentures may be issued at a fixed (determined or determinable) or variable exchange ratio.

• 2. The pre-emptive rights of the shareholders in connection with the issuance of convertible debentures may be excluded as provided by law.

• 3. The shareholders acting at a general shareholders' meeting may delegate to the board of directors the power to issue convertible debentures, including, if applicable, the power to exclude preemptive rights. The board of directors may make use of this delegation on one or more occasions within a maximum period of five years. The shareholders acting at a general shareholders' meeting may also authorize the board of directors to determine the time when the issuance approved is to be carried out and to set the other terms not specified in the resolution of the shareholders."

(ii) To amend paragraph (v) of section 2 of article 20 of the Bylaws, without changing the other sections and paragraphs of said article (without prejudice to the proposal made under item Five B), such that paragraph (v) of section 2 of article 20 shall hereafter read as follows:

"(v) To adopt resolutions on the issuance of debentures or other fixed-income securities that are convertible into shares of the Company, any capital increase or reduction, the transformation, merger or split off, the overall assignment of assets and liabilities, the relocation of the registered office abroad and the dissolution of the Company and, in general, any amendment of the bylaws, except when the law assigns such power to the directors with respect to any of the aforementioned matters;"

Five B

As regards the bylaw provisions concerning the compensation linked to the shares of the Company, it is hereby resolved to amend paragraph (x) of section 2 of article 20 of the Bylaws, without changing the other sections and paragraphs of said article (without prejudice to the proposal made under item Five A), such that paragraph (x) of section 2 of article 20 shall hereafter read as follows:

"(x)To approve the director remuneration policy as provided by law and to decide on the application of compensation systems consisting of the delivery of shares or rights thereto, as well as any other

compensation system referenced to the value of the shares, when the beneficiaries of such compensation systems are directors of the Bank;"

Five C

As regards the bylaw provisions concerning the remote participation of the shareholders in the general meeting prior to the holding thereof, it is hereby resolved to include the following amendments to the Bylaws:

• (i) To amend section 6 of article 27 of the Bylaws, without changing the other sections of such article, such that said section 6 of article 27 shall hereafter read as follows:

  "6.

  In order to be valid, a proxy granted or notified by any of the foregoing means of remote communication must be received by the Company before midnight of the third working day prior to the date the shareholders' meeting is to be held on first call, with working days being understood as Monday to Friday on days that are not public holidays at the place of the registered office. In the resolution approving the call to the meeting in question, the board of directors may reduce the required notice period, disseminating this information in the same manner as it disseminates the announcement of the call to meeting. Pursuant to the provisions of Article 34.5 below, the board may further develop the foregoing provisions regarding proxies granted by remote means of communication."

• (ii) To amend section 2 of article 34 of the Bylaws, without changing the other sections of such article (without prejudice to the proposal made under item Five D), such that said section 2 of article 34 shall hereafter read as follows:

"2.

In order to be valid, a vote cast by any of the aforementioned means must be received by the Company before midnight on the third working day prior to the date the shareholders' meeting is to be held on first call, with working days being understood as Monday to Friday on days that are not public holidays at the place of the registered office. Otherwise, the vote shall be deemed not to have been cast. The board of directors may reduce the required notice period, disseminating this information in the same manner as it disseminates the announcement of the call to meeting."

Five D

As regards the bylaw provisions regarding attendance at the meeting by remote means and the call to and holding of meetings exclusively by remote means, it is hereby resolved to include the following amendments to the Bylaws:

(i) To eliminate section 6 of article 34 of the Bylaws, without changing the other sections of such article (without prejudice to the proposal made under item Five B).

(ii)To insert after article 34 a new article 34 bis in the Bylaws, which shall read as follows:

"Article 34 bis.

Remote shareholders' meeting

1. Attendance at the shareholders' meeting by remote and simultaneous means and the casting of a remote electronic vote during the meeting shall be governed by the rules and regulations for the general meeting.

The rules and regulations for the general meeting may give the board of directors the power to set regulations regarding all required procedural aspects, including, among other issues, how early a shareholder must connect in order to be deemed present, the procedure and rules applicable for shareholders attending remotely to exercise their rights, the length of the period, if any, prior to the meeting within which those who will attend remotely must send their presentations and proposed resolutions, the identification that may be required of such remote attendees, and their impact on

how the list of attendees is compiled, all in compliance with the law, the bylaws and the rules and regulations for the general shareholders' meeting.

• 2. In addition, when permitted by applicable legal provisions and subject to the conditions established therein, general shareholders' meetings may be called to be held exclusively by remote means, without the physical attendance of shareholders or their representatives.

  A meeting can be held exclusively by remote means only if the identity and standing of the shareholders and their representatives are duly guaranteed and if all attendees are able to participate effectively in the meeting by the remote means of communication allowed by applicable legal provisions from time to time in effect, both to exercise in real time their rights to make presentations, receive information, make proposals and vote, as well as to follow the presentations of the other attendees by the means made available, based on the state of the art and the Company's circumstances, particularly the number of shareholders. The provisions of section 1 above shall also apply. The members of the board of directors may attend the meeting by remote connection or, as the case may be, from the actual place where it is broadcast.

  The announcement of the call to meeting shall state the reasons for holding the meeting exclusively by remote means and shall describe the steps and procedures to register and to prepare the list of attendees, for the attendees to exercise their rights, and for the proceedings of the meeting to be accurately reflected in the minutes.

• 3. Replies to shareholders or their representatives attending the meeting through real-time remote means of communication who exercise their right to request information during the meeting shall be provided during the meeting, unless it is not possible to do so at that time, in which case the directors shall be required to provide the information requested in writing within seven days of the close of the meeting. In the latter case, the answers provided shall be published on the corporate website."

ITEM SIX

Item Six A

In relation to article 2 of the Rules and Regulations for the General Shareholders' Meeting, regarding matters within the purview of the shareholders acting at the General Shareholders' Meeting, as regard to the bylaw provisions relating to the issuance of debentures by the Company, it is hereby resolved to amend subsection VI of section 2, without changing the other sections and subsections of such article (without prejudice to the proposal made under item Six B), such that said subsection VI of section 2 shall hereafter read as follows:

"VI. Resolutions on the issuance of debentures or other fixed-income securities that are convertible into shares of the Company, any capital increase or decrease, the transformation, merger or split-off, the overall assignment of assets and liabilities, the relocation of the registered office abroad and the dissolution of the

Company and, in general, any amendment to the Company's Bylaws, unless the Law assigns power to the directors regarding any of the foregoing matters."

Item Six B

In relation to article 2 of the Rules and Regulations for the General Shareholders' Meeting, regarding matters within the purview of the shareholders acting at the General Shareholders' Meeting, as regard to the bylaw provisions relating to the compensation linked to shares of the Company, it is hereby resolved to amend subsection XII of section 2, without changing the other sections and subsections of such article (without prejudice to the proposal made under item Six A), such that said subsection XII of section 2 shall hereafter read as follows: