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Banco Santander EMTN 20192,6 MB BASE PROSPECTUS BANCO SANTANDER, S.A. (incorporated with limited liability in Spain) €25,000,000,000 PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS This document (the “Base Prospectus”) constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC, as amended or superseded (which includes the amendments made by Directive 2010/73/EU)(the “Prospectus Directive”) relating to instruments (the “Instruments”) issued under the programme described herein (the “Programme”) by Banco Santander, S.A. (“Santander”, “Banco Santander”, the “Issuer” or the “Bank”). This Base Prospectus has been approved by the Central Bank of Ireland, as competent authority under the Prospectus Directive. This Base Prospectus has been approved on 12 March 2019, as a base prospectus issued in compliance with the Prospectus Directive for the purpose of giving information with regard to the issue of Instruments under the Programme during the period of twelve months after the date of its approval. The Central Bank of Ireland assumes no responsibility as to the economistic and financial soundness of the transactions and the quality or solvency of the Issuer. The Central Bank of Ireland only approves this Base Prospectus as meeting the requirements imposed under Irish and European Union (“EU”) law pursuant to the Prospectus Directive. Such approval relates only to the Instruments which are to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU, as amended (“MiFID II”) and/or which are to be offered to the public in any member state (“Member State”) of the European Economic Area (“EEA”). Application has been made to The Irish Stock Exchange plc, trading as Euronext Dublin (“Euronext Dublin”) for the Instruments to be admitted to the official list (the “Official List”) and trading on its regulated market. This Base Prospectus will be published on the website of Euronext Dublin (www.ise.ie) and the information incorporated by reference under Section titled “Documents incorporated by Reference” herein will be published on the website of Banco Santander (www.santander.com). The Programme also permits Instruments to be issued on the basis that they will be admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. For the purposes of the Directive 2004/109/EC (the “Transparency Directive”) the Home Member State is Spain. The language of the Base Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. There are certain risks related to any issue of Instruments under the Programme, which investors should ensure they fully understand (see “Risk Factors” on pages 7–53 of this Base Prospectus). Potential investors should note the statements regarding the tax treatment in Spain of income obtained in respect of the Instruments and the disclosure requirements imposed by Law 10/2014, of 26 June on the organisation, supervision and solvency of credit institutions (Ley 10/2014, de 26 de junio, de ordenación, supervisión y solvencia de entidades de crédito), as amended from time to time (“Law 10/2014”) on the Issuer in relation to the Instruments. In particular, payments on the Instruments may be subject to Spanish withholding tax if certain information relating to the Instruments is not received by the Issuer in a timely manner. The Instruments may be issued in bearer form (“Bearer Instruments”) or in registered form (“Registered Instruments”). Bearer Instruments may be issued in new global note (“NGN”) form and Registered Instruments may be held under the new safekeeping structure (“NSS”) to allow Eurosystem eligibility. Unless otherwise specified in the Final Terms, each Tranche of Bearer Instruments having an original maturity of more than one year will initially be represented by a temporary Global Instrument (each a “Temporary Global Instrument”) and each Tranche of Bearer Instruments having an original maturity of one year or less will initially be represented by a permanent Global Instrument (each a “Permanent Global Instrument” and, together with a Temporary Global Instrument, each a “Global Instrument”) which, in each case, will (i) if the Global Instruments are stated in the applicable Final Terms to be issued in NGN form, be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”); or (ii) if the Global Instruments are not intended to be issued in NGN form (“CGN”), be delivered on or prior to the original issue date of the relevant Tranche to a common depositary (“Common Depositary”) for, Euroclear and Clearstream, Luxembourg, or as otherwise agreed between the relevant Issuer and the relevant Dealer. Interests in Temporary Global Instruments will be exchangeable for interests in a Permanent Global Instrument or, if so stated in the relevant Final Terms, for definitive Bearer Instruments (the “Definitive Instruments”) after the date falling 40 days after the issue date upon certification as to non-U.S. beneficial ownership. If specified in the relevant Final Terms, interests in Permanent Global Instruments will be exchangeable for Definitive Instruments. Registered Instruments will be represented by registered certificates (each an “Individual Certificate”), one Individual Certificate being issued in respect of each Holder’s entire holding of Registered Instruments of one Series and may be represented by registered global certificates (each a “Global Registered Instrument”). Registered Instruments which are held in Euroclear and Clearstream, Luxembourg will be registered (i) if the Global Registered Instrument is not to be held under the NSS, in the name of nominees for Euroclear and Clearstream, Luxembourg or a common nominee for both or (ii) if the Global Registered Instrument is to be held under the NSS, in the name of a nominee of the Common Safekeeper and the relevant Individual Certificate(s) will be delivered to the appropriate depositary, a Common Depositary or Common Safekeeper, as the case may be. The provisions governing the exchange of interests in Global Instruments for other Global Instruments and Definitive Instruments are described in “Summary of Provisions Relating to the Instruments while in Global Form”. The Instruments have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States, and include Instruments in bearer form that are subject to U.S. tax law requirements. The Instruments may not be offered, sold or (in the case of Instruments in bearer form) delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”) and, in addition in the case of Instruments in bearer form, as defined in the U.S. Internal Revenue Code of 1986, as amended, and U.S. Treasury regulations promulgated thereunder) except in certain transactions exempt from or not subject to the registration requirements of the Securities Act, the securities laws of the applicable state or other jurisdiction of the United States and applicable U.S. tax law requirements. MIFID II product governance / target market – The Final Terms in respect of any Instruments will include a legend entitled “MiFID II Product Governance” which will outline the target market assessment in respect of the Instruments and which channels for distribution of the Instruments are appropriate. Any person subsequently offering, selling or recommending the Instruments (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Instruments (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”), any Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, but otherwise neither the Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules. PRIIPs / IMPORTANT – EEA RETAIL INVESTORS – The Instruments are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC, as amended (the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) for offering or selling the Instruments or otherwise making them available to retail investors in the EEA will be prepared and therefore offering or selling the Instruments or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Amounts payable under the Instruments may be calculated or otherwise determined by reference to an index or a combination of indices and amounts payable on Reset Instruments issued under the Programme may in certain circumstances be determined in part by reference to such indices.
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