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

ORDINARY GENERAL SHAREHOLDERS' MEETING OF BANCO SANTANDER, S.A.

1 APRIL 2022

Ordinary general shareholders' meeting - 2022

Proposed resolutions

CONTENTS

Letter from the general secretary	3
Basic information about the general meeting	4
Agenda and executive summary of the
proposed resolutions of the board of directors	5
Proposed resolutions and reports of the board
of directors	10

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

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LETTER FROM THE GENERAL SECRETARY

Dear shareholder,

As part of our ongoing efforts to improve communication with our shareholders, and in connection with our general meeting, we have devised a way to simplify and improve the information we make available to our shareholders.

I am pleased to present to you the result of that effort, which is embodied in this document, which includes (a) basic information on how you can participate in the 2022 ordinary general shareholders' meeting; (b) the agenda together with an executive summary of the proposed resolutions submitted for approval under each of the items; and

1. the full text of the proposed resolutions with the mandatory reports of the board or its committees, which follow a new and simpler format to make them easier to understand.

I encourage you to read this document and to participate in our general meeting, to be held on 1 April 2022, presumably 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 the Bank makes available, with preference, in light of the health situation, by means alternative to in-person attendance.

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.

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Proposed resolutions

BASIC INFORMATION ABOUT THE GENERAL MEETING

EXPECTED DATE	1 April 2022, at 1 p.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
AND TIME
31 March 2022, at the same place and time.
THOSE HAVING THE	Any shareholder of Banco Santander, S.A. (the "Bank" or the "Company") with shares registered in the
RIGHT TO	shareholder's name not later than 27 March 2022 if the meeting is held on second call as expected (or 26
March 2022 if the meeting is held on first call) and who meets the other requirements established in the
PARTICIPATE
Bylaws.

Ways to attend:

1.	In person at Centro de Formación El Solaruco (Ciudad Grupo
• Attending	Santander), Avenida de Cantabria s/n, Boadilla del Monte; or
2.	Remotely on the corporate website www.santander.com, through
	the "Annual General Meeting" space

WAYS TO PARTICIPATE

• Granting a proxy to another person so that this person may attend (in person or remotely) and vote on one's behalf
• Distance voting prior to the meeting

Ways to grant a proxy or cast a distance vote:

1. Printed card: by filling it in and delivering it at Santander branches or sending it by post to Registro de Accionistas
2. Electronic means:
3. • Throughwww.santander.com,www.juntasantander.com, as well as the Bank's other websites and Apps
   • By telephone, by calling ([phone]
   • At any of the Bank's branches through the digital platform set up for this purpose

LIMITATION ON SEATING CAPACITY AND RECOMMENDATION TO PARTICIPATE REMOTELY

The regulations applicable as at the date of the call to the meeting impose capacity restrictions on the venue of the meeting, so that it will not be possible to access the venue once the maximum capacity has been reached. Shareholders are informed that once the maximum capacity has been reached, they may be unable to participate at that time through the alternative channels, if the deadline to register in order to do so has expired in accordance with the deadlines and procedures described in the call to the meeting. Therefore, shareholders are recommended to use the different channels and means made available to participate in this ordinary general shareholders' meeting alternative to in-person attendance.

According to the announcement of the call to meeting, the board may be obliged to organise the meeting exclusively by remote means if circumstances so require.

Further information can be found in the announcement of the call to meeting, available at the following link, and in the Instructions for proxy-granting and voting prior to the meeting, remote attendance and the Electronic Shareholders' Forum, available at the following link.

ADDITIONAL	For retail shareholders	For institutional investors
INFORMATION	• Shareholder Relations	• Investor relations:[e-mail]
	[e-mail]	• Georgeson:
	• Shareholder Helpline ([phone]	Email:[e-mail]
		Telephone:
		- European Union: ([phone]
		- United States: 866-647-8869 (toll free); +1 (781)
		575-2137 (for calls from outside the United
		States)

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

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Proposed resolutions

AGENDA AND EXECUTIVE SUMMARY OF THE PROPOSED RESOLUTIONS OF THE BOARD OF DIRECTORS

	ITEM ON THE AGENDA	SUMMARY OF THE BOARD'S PROPOSED RESOLUTION	PAGE
1	Annual accounts and corporate management.		10
1 A	Annual accounts and directors' reports of Banco	To approve the annual accounts and directors' reports for financial year 2021, which can be viewed at the following link.	10
Santander, S.A. and of its consolidated group for 2021.
1 B	Consolidated statement of non-financial information for	To approve the consolidated statement of non-financial information for financial year 2021, which is included in the	10
2021, which is part of the consolidated directors' report.	"Responsible banking" chapter of the 2021 annual report and which can be viewed at the following link.
1 C Corporate management for 2021.	To approve the corporate management for financial year 2021.	10

• Application of results obtained during 2021.

To approve the application of the separate results obtained by the Bank during financial year 2021 as follows:	11
Separate results obtained during financial year 2021 (profit)	€3,931,975,635.61

Application	To dividends	€1,700,932,169.91
	Dividend paid prior to the date of the meeting (*)	€835,507,980.01
	Final dividend (**)	€865,424,189.90
	To Voluntary Reserves (***)	€2,231,043,465.70

(*) Total amount paid as interim dividend, at a fixed rate of 4.85 euro cents per share entitled to receive the dividend.

(** ) Fixed dividend of 5.15 euro cents gross per share entitled to receive the dividend, payable in cash as from 2 May 2022. The total amount has been estimated assuming that, after the second buy-back programme announced on 24 February 2022 is implemented, 16,804,353,202 of the Bank's outstanding shares will be entitled to receive the dividend.

1. Estimated amount corresponding to a final dividend of €865,424,189.90. It shall be increased or reduced by the same amount as the final dividend is lower or higher, respectively, than that figure.

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

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