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

BANCO SANTANDER, S.A.

Ordinary general shareholders' meeting

The board of directors of this Bank has resolved to call the shareholders to the ordinary general shareholders' meeting to be held in Boadilla del Monte (Madrid), at the

Centro de Formación El Solaruco (Ciudad Grupo Santander), located at Avenida de Cantabria, s/n), on 26 March 2021 at 12:00 p.m. (CET), on second call, in the event that, due to failure to reach the required quorum, such meeting cannot be held on first call, which is also hereby called to be held at the same place and time on 25 March 2021, in order for the shareholders to consider and resolve upon items One through Twelve, and also to provide a consultative vote on item Thirteen of the following

AGENDA
One.-	Annual accounts and corporate management.
One A.	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.
Two.-	Application of results obtained during financial year 2020.
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.

Four.-	Re-election of the external auditor for financial year 2021.
Five.-	Amendment of the following articles of the Bylaws:
Five A.	Amendment of articles relating to the issuance of non-convertible
debentures: article 18 (convertible and exchangeable debentures) and
article 20 (distribution of powers).
Five B.	Amendment of article relating to the powers of the general shareholders'
meeting (share-based compensation): article 20 (distribution of powers).
Five C.	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).
Five D.	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).
Six.-	Amendment of the following articles of the Rules and Regulations for the
General Shareholders' Meeting:
Six A.	Amendment of article 2 (General Shareholders' Meeting), relating to the
powers of the shareholders at a general meeting (issuance of
debentures).
Six B.	Amendment of article 2 (General Shareholders' Meeting), relating to the
powers of the shareholders at a general meeting (share-based
compensation).
Six C.	Amendment of article 8 (proxies), relating to proxy representation at a
general meeting.
Six D.	Amendment of article 20 (voting by distance means of communication),
relating to the means for distance voting.

Six E.

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

Seven.- 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.

Eight.-	Director remuneration policy.
Nine.-	Director remuneration system: setting of the maximum amount of annual
remuneration to be paid to all of the directors in their capacity as such.
Ten.-	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.
Eleven.-	Approval of the application of remuneration plans involving the delivery
of shares or share options:
Eleven A.	Deferred Multiyear Objectives Variable Remuneration Plan.
Eleven B.	Deferred and Conditional Variable Remuneration Plan.
Eleven C.	Digital Transformation Award.
Eleven D.	Application of the Group's buy-out regulations.
Eleven E.	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.
Twelve.-	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.

Thirteen.-

Annual director remuneration report.

During the general shareholders' meeting, the shareholders will be informed of the amendments to the Rules and Regulations of the Board of Directors approved since the holding of the last general shareholders' meeting.

LIMITATION ON SEATING CAPACITY AND RECOMMENDATION TO PARTICIPATE IN THE GENERAL MEETING FROM A DISTANCE

In these extraordinary times and in view of how the Covid-19 health situation is evolving, this general meeting is being held in Boadilla del Monte (Madrid), rather than in Santander, as is customary, due to the advisability of minimising the need to travel for a significant number of people, including many shareholders, employees and other people involved in the organisation of an event such as this.

Likewise, in order to protect the general interest and the health and safety of shareholders, employees and other persons who participate in organising and holding the general meeting, and in accordance with the health regulations in force, the board of directors recommends that shareholders use the different channels and means that the

Bank has made available to participate in this ordinary general shareholders' meeting; thus, avoiding, to the extent possible, physical attendance at the premises where the meeting will be held. The abovementioned channels that the Bank has made available to its shareholders to participate in the ordinary general shareholders' meeting from a distance are those described in this call to the meeting and they fully safeguard the shareholders' voting and related rights.

It is also noted that, as at the date of this call to the meeting and pursuant to Order 668/2020 of 19 June of the Regional Health Ministry of Madrid (Consejería de Sanidad de la Comunidad de Madrid), the number of persons who can attend these events may not exceed 75% of the maximum capacity of the venue where the meeting is to take place and, in any event, attendees must keep a minimum distance of 1.5 meters from each other. This means that it will not be possible to access the venue of the general meeting once the maximum capacity has been reached. Likewise, 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).

If the venue of the meeting cannot be accessed because its maximum capacity is reached due to the aforementioned and other constraints caused by the changing health and epidemiological situation, shareholders or their representatives are informed that they may