March 2021 Agenda Annual General Meeting santander.com

All Together Now

1. Notice of call

2. Proposals of resolutions and directors´ reports

3. Curricula Vitae of the directors, including those submitted to re-election or ratification

4. Director remuneration policy and annual director remuneration report

At the information desks in this room, the shareholders will find at their disposal the individual and consolidated annual accounts for financial year 2020 and the corresponding directors and auditors’ reports, together with the rest of documents which, by virtue of a legal mandate, have been made available to the shareholders.

www.santander.com

Notice of call

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.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 5 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.

Eigth.- Director remuneration policy.

6 2021 Annual General Meeting 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 Likewise, in order to protect the general interest RECOMMENDATION TO PARTICIPATE IN THE and the health and safety of shareholders, employees and GENERAL MEETING FROM A DISTANCE 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 In these extraordinary times and in view of how the shareholders use the different channels and means that Covid-19 health situation is evolving, this general meeting the Bank has made available to participate in this ordinary is being held in Boadilla del Monte (Madrid), rather than general shareholders’ meeting; thus, avoiding, to the extent in Santander, as is customary, due to the advisability of possible, physical attendance at the premises where the minimising the need to travel for a significant number of meeting will be held. The abovementioned channels that the people, including many shareholders, employees and other Bank has made available to its shareholders to participate in people involved in the organisation of an event such as this. 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.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 7 It is also noted that, as at the date of this call to the shareholders’ fully protected rights even under the most meeting and pursuant to Order 668/2020 of 19 June of the extreme circumstances, as was already shown on occasion Regional Health Ministry of Madrid (Consejería de Sanidad of the general meeting held exclusively online on 3 April de la Comunidad de Madrid), the number of persons who can 2020 and the one held in hybrid format on 27 October 2020. attend these events may not exceed 75% of the maximum Likewise and aside from the above, the Bank reserves the capacity of the venue where the meeting is to take place right to amend the call to the meeting as appropriate in and, in any event, attendees must keep a minimum distance light of the circumstances or the statutory changes that may of 1.5 meters from each other. This means that it will not arise, including, as the case may be and under the conditions be possible to access the venue of the general meeting established by law, the possibility of holding the meeting once the maximum capacity has been reached. Likewise, exclusively by remote means. The board of directors will please bear in mind that attendees should access Ciudad continue to monitor the entire situation and will update the Grupo Santander through the Centro de Visitas El Faro, from information contained in this announcement if necessary. where it takes approximately a further 15 minutes to get to the venue of the meeting (the auditorium of the Centro de SUPPLEMENT TO THE CALL TO MEETING Formación El Solaruco).

Shareholders representing at least three per cent of If the venue of the meeting cannot be accessed the share capital may request the publication of a supplement because its maximum capacity is reached due to the to this call, including one or more items on the agenda. This aforementioned and other constraints caused by right must be exercised by means of certified notice that the changing health and epidemiological situation, must be received at the Company’s registered office within shareholders or their representatives are informed that five days of the publication of this call to meeting, indicating they may be unable to participate at that time through the the name of the shareholders who are exercising such alternative channels if the deadline to register in order to right and the number of shares they hold, as well as the do so has expired in accordance with the deadlines and items to be included on the agenda, attaching a rationale procedures described in this announcement. For this reason, or substantiated proposals for resolutions concerning such it is advisable for shareholders to participate through and items and, if appropriate, any other relevant documentation. register in advance for any of the alternative channels as The same shareholders holding at least three per cent of explained in this announcement. the share capital may, by certified notice to be received at the registered office of the Company within five days of the publication of this call to meeting, submit duly grounded Shareholders are reminded that the Spanish legal proposed resolutions concerning matters that are already provisions and the Bank’s bylaws and rules and regulations included or must be included on the agenda, all as provided for the general shareholders’ meeting govern and safeguard in section 519.3 of the Spanish Capital Corporations Law the rights to receive information, to remotely attend and (Ley de Sociedades de Capital). The foregoing is without vote at the general shareholders’ meeting without having prejudice to the right of any shareholder, during the course to attend in person, using the software application to attend of the general shareholders’ meeting, to make alternative the meeting remotely through data transmission means, proposals or proposals concerning items that need not be which enables a real-time connection with the Centro de included on the agenda pursuant to the provisions of the Formación El Solaruco where the meeting is to be held. All Spanish Capital Corporations Law. information required to be able to attend the meeting in this way is provided in section B) REMOTE ATTENDANCE AT THE PARTICIPATION OF A NOTARY AT THE MEETING. MEETING

Finally, please bear in mind that, depending on The board of directors has resolved to request the how the health situation evolves, the relevant authorities presence of a Notary Public to record the minutes of the may pass new regulations that may restrict the freedom meeting pursuant to section 203 of the Spanish Capital of movement, which would hinder the organisation and Corporations Law, read together with article 101 of the ordinary course of the meeting, or limit how many persons Regulations of the Commercial Registry (Reglamento can attend the meeting physically, or could even result del Registro Mercantil) and article 4.2 of the Rules and in the meeting having to be held exclusively online. In Regulations for the General Shareholders’ Meeting. anticipation of a scenario of greater restrictions on meeting or movement, the Centro de Formación El Solaruco, at the Bank’s facilities in Boadilla del Monte, has all the necessary technological and operational resources to ensure the proper holding of the meeting and the exercise of the

8 2021 Annual General Meeting RIGHT TO ATTEND THE MEETING operation at the end of the general meeting or, if applicable, upon determination that the quorum required to hold the meeting is not present. Every holder of any number of the Bank’s shares registered in the shareholder’s name five days prior to the date on which the general shareholders’ meeting is to be In reliance on the aforementioned provisions, the held and who meets the other requirements established board of directors has developed the following rules in the Bylaws has the right to attend this meeting. Such applicable to proxy-granting and distance voting prior to the right to attend may be delegated pursuant to the provisions meeting and to remote attendance: governing this matter under sections 184 and 522 et seq. of the Spanish Capital Corporations Law, the Bylaws and the Rules and Regulations for the General Shareholders’ A) PROXY-GRANTING AND DISTANCE Meeting. VOTING PRIOR TO THE MEETING PROXY-GRANTING, DISTANCE VOTING AND 1. Proxy-granting by remote means of communication REMOTE ATTENDANCE AT THE MEETING

Shareholders having the right to attend may grant a Means whereby a proxy may be granted proxy and exercise their voting rights through remote means of communication and prior to the holding of the meeting, pursuant to the provisions of articles 27 and 34 of the The remote means of communication that are valid to grant Bylaws and articles 8 and 20 of the Rules and Regulations such proxy representation are the following: for the General Shareholders’ Meeting and on the terms and conditions described in the “Annual General Meeting” section of the Bank’s corporate website (www.santander. (i) Electronic means: com). The mechanisms for the exercise of voting rights and proxy- granting prior to the meeting by electronic means made available on the Bank’s corporate website (www. In order to grant a proxy by means of electronic santander.com), at the Bank’s Internet address www. communication with the Company, the shareholders juntasantander.com, on the “Santander Shareholders and of the Bank must do so through the Bank’s corporate Investors” application for mobile devices compatible with website (www.santander.com), through the Bank’s Android or Apple iOS operating systems, as well as on Internet address www.juntasantander.com or the Superlínea telephone line (915 123 123), will cease by telephone using the Superlínea telephone line operation at 6:00 p.m. (CET) on 24 March 2021. For those (915 123 123). They may also do so in person at wishing to use the digital platform made available at the any Branch of the Bank using their signature in the Branches of the Bank, 24 March 2021 will also be the last digital platform made available for this purpose. day to do so, during the hours for which such Branches are Shareholders with a mobile device compatible with open to the public and, in any case, until 6:00 p.m. (CET). Android or Apple iOS operating systems may also use the “Santander Shareholders and Investors” application, which they must have previously In addition, as permitted by the provisions of section downloaded from Google Play or the App Store, 6 of article 34 of the Bylaws and the Additional Provision respectively. of the Rules and Regulations for the General Shareholders’ Meeting, the board has resolved that attendance at the meeting is also possible through the use of data The mechanisms to grant a proxy by electronic means transmission means that allow for real-time connection must be such as properly guarantee the security with the premises where the meeting is held (“remote and the identity of the person granting the proxy. attendance”). The means to remotely attend the meeting Therefore, shareholders wishing to use these proxy- will be available on the Bank’s corporate website (www. granting mechanisms must have previously signed santander.com) at 10:30 a.m. (CET) on 25 March 2021 (first one of the following agreements with the Bank, call) and, if applicable, at 10:30 a.m. (CET) on the following giving them a set of passwords to access the distance day, 26 March 2021 (second call); shareholders (or their voting and proxy-granting software applications and, representatives) wishing to attend remotely, whether on by means thereof, an electronic signature: first or second call, must register no later than 11:30 a.m. on the relevant day. For those persons who attend the meeting remotely, the mechanisms for remote attendance will cease

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 9 (a) Consumer Digital Banking Agreement: a proxy and who do not use access passwords to shareholders who are individuals and who establish their identity but rather use other alternative have already entered into a Consumer Digital means whereby their identity can reasonably be Banking Agreement with the Bank may make guaranteed in accordance with the instructions from use thereof, using the passwords already time to time provided by the Superlínea telephone available to them under such agreement for line or the Shareholder Helpline. purposes of electronic proxy-granting. The security passwords of Openbank will also work for these purposes. Shareholders who grant a proxy by electronic means undertake to notify the appointed representative of the proxy granted. Where a proxy is granted to a (b) Agreement for Access to Electronic Voting director and/or the general secretary of the Bank or and Proxy-Granting and Remote Attendance: a remote attendee at the meeting, such notice shall shareholders who are individuals and have be deemed given upon receipt by the Bank of such not entered into a Consumer Digital Banking electronic proxy. Agreement and shareholders that are legal entities (even if they have entered into a Consumer Digital Banking Agreement) Electronic proxies must be accepted by the proxy- must execute, for the sole purpose of using holder, and may not be used without such acceptance. the electronic voting and proxy-granting For such purpose, all electronic proxies granted to mechanisms, and without any charge by the persons other than the directors and/or the general Bank, an Agreement for access to and use secretary and/or a remote attendee at the meeting of the area for voting and proxy-granting must be printed, signed and produced, together with by electronic means and attendance at an identifying document, by the appointed proxy- the meeting through remote means of holder to the staff in charge of the shareholders’ communication (“Agreement for Access to register on the date and at the place of the meeting, Electronic Voting and Proxy-Granting and beginning one hour prior to the time established Remote Attendance”). for commencement of the meeting. In the case of electronic proxies sent through the Bank and granted to persons attending the meeting from a distance, the From the date of publication of the announcement Bank’s software application will show such remote of the call to meeting, the information and attendees the proxies received in order for them to requirements to sign either of such agreements may accept such proxies, if they are willing to do so. The be viewed on the Bank’s corporate website (www. person to whom voting powers are delegated may santander.com). Once a shareholder has signed only exercise such powers by attending the meeting either of the aforementioned agreements and the in person (physically or from a distance). shareholder has the corresponding set of passwords, such shareholder may, through the “Annual General Meeting” section of the Bank’s corporate website (ii) Hand-delivery or postal correspondence: (www.santander.com), through the Bank’s Internet address www.juntasantander.com or through the “Santander Shareholders and Investors” application In order to grant a proxy by hand-delivery or postal (for mobile devices compatible with Android or Apple correspondence, shareholders must complete and iOS operating systems), or by telephone using the sign the “Proxy” section of the printed attendance, Superlínea telephone line (915 123 123), grant a proxy and distance voting card issued by the Bank. proxy to another person to represent the shareholder Such proxies must be accepted by the proxy- holder, at the meeting, all on the terms and conditions without which acceptance they may not be used. described in each case. For such purpose, the proxy- holder may sign in the appropriate space on the attendance and proxy card itself. The person to whom voting powers In addition, those shareholders who use the digital are delegated may only exercise such powers by platform made available at the Branches of the Bank attending the meeting in person, for which purpose, may grant a proxy to another person to represent if he/she physically attends the meeting, he/she must them at the meeting without having to sign the produce an identifying document when entering aforementioned agreements. Said agreements also the premises where the meeting is held. In the need not be signed by those shareholders who use case of proxies granted by hand-delivery or postal the Superlínea telephone line (915 123 123) to grant correspondence to persons who attend the meeting

10 2021 Annual General Meeting remotely, and provided that such proxies have The mechanisms to cast votes from a distance by been sent through the Bank, the Bank’s software electronic means must be such as properly guarantee application will show such remote attendees the security and the identity of the person casting the proxies received in order for them to accept said vote. To such end, shareholders who wish to use proxies, if they are willing to do so. these voting mechanisms must have previously signed one of the agreements specified in section 1 (i) above. The duly completed and signed paper card must be delivered at any Branch of the Bank or sent by postal correspondence to Registro de Accionistas, Apartado Once a shareholder has signed either of the de Correos número 683 F.D. 28080 Madrid. aforementioned agreements and the shareholder has the corresponding set of passwords, such shareholder may cast his/her vote from a distance In addition, as is customary and pursuant to the in connection with the items on the agenda for the provisions of the Rules and Regulations for the general shareholders’ meeting, either through the General Shareholders’ Meeting, the duly completed “Annual General Meeting” section of the Bank’s and signed proxy card may also be submitted, corporate website (www.santander.com), through together with an identifying document, by the the Bank’s Internet address www.juntasantander. appointed proxy- holder who physically attends the com or through the “Santander Shareholders and meeting to the staff in charge of the shareholders’ Investors” application (for mobile devices compatible register on the date and at the place where the with Android or Apple iOS operating systems), or by general shareholders’ meeting is to be held, telephone using the Superlínea telephone line (915 beginning one hour prior to the time established for 123 123), all on the terms and conditions described commencement thereof. in each case.

2. Voting prior to the meeting by remote means of The aforementioned agreements need not be signed communication by those shareholders who use the digital platform made available at the Branches of the Bank or those who access through Superlínea without using Means for casting a vote from a distance passwords, upon the terms set forth in section 1 (i) above.

The remote means of communication that are valid for purposes of casting a vote from a distance are the following: (ii) Hand-delivery or postal correspondence:

(i) Electronic means: In order to cast a vote from a distance by hand- delivery or postal correspondence, shareholders must complete and sign the “Distance Voting” section In order to cast a vote from a distance through of the printed attendance, proxy and distance voting electronic communication with the Company, card issued by the Bank. The duly completed and the shareholders of the Bank must do so through signed paper card must be delivered at any Branch the Bank’s corporate website (www.santander. of the Bank or sent by postal correspondence to com), through the Bank’s Internet address www. Registro de Accionistas, Apartado de Correos número juntasantander.com or by telephone using the 683 F.D. 28080 Madrid. Superlínea telephone line (915 123 123). They may also do so in person at any Branch of the Bank using their signature in the digital platform made available for this purpose. Shareholders with a mobile device compatible with Android or Apple iOS operating systems may also use the “Santander Shareholders and Investors” application, which they must have previously downloaded from Google Play or the App Store, respectively.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 11 3. Basic rules on voting and proxy-granting prior to March 2021. The mechanisms for the exercise of the meeting and attendance in person (physically voting rights and proxy-granting prior to the meeting or from a distance) by electronic means will cease operation on the Bank’s corporate website (www.santander.com), at the Bank’s Internet address www.juntasantander. 3.1 Deadline for receipt by the Company of proxies com, on the “Santander Shareholders and Investors” granted and votes cast from a distance prior to the application (for mobile devices compatible with meeting Android or Apple iOS operating systems) and on the Superlínea telephone line (915 123 123) at 6:00 p.m. (CET) on 24 March 2021. For those wishing to use 3.1.1 Proxies and distance votes sent by hand- the digital platform made available at the Branches delivery or postal correspondence of the Bank, 24 March 2021 will also be the last day to do so, during the hours for which such Branches are open to the public and, in any case, until 6:00p.m. In order to be valid, and pursuant to the provisions (CET). of the Bylaws, both proxies granted from a distance and votes cast from a distance sent by hand-delivery or postal correspondence must be received by the As provided in the Rules and Regulations for the Company before midnight of the third day prior to the General Shareholders’ Meeting, after the expiration date on which the meeting is to be held on first call, of the above-mentioned deadline, there shall only i.e., prior to midnight (CET) on 22 March 2021. Those be admitted such proxies as have been granted in who wish to deliver proxies or distance votes to any writing and submitted by the appointed proxy-holder Branch of the Bank must do so no later than that date who physically attends the meeting to the staff in during the hours for which such Branches are open to charge of the shareholders’ register, on the date and the public. at the place of the meeting and beginning one hour prior to the time established for commencement thereof. As provided in the Rules and Regulations for the General Shareholders’ Meeting, after the expiration of the above-mentioned deadline, there shall only 3.2 Rules of priority among proxies, distance voting and be admitted such proxies as have been granted in attendance in person (physically or from a distance) writing and submitted by the appointed proxy-holder who physically attends the meeting to the staff in charge of the shareholders’ register, on the date and 3.2.1 Priorities among proxies, distance voting and at the place where the meeting is to be held, and attendance in person beginning one hour prior to the time established for commencement thereof. (i) Attendance at the meeting in person (whether physically or from a distance) by a shareholder 3.1.2 Proxies and distance votes sent by electronic who has previously granted a proxy or voted means from a distance, irrespective of the means used to cast such vote, shall invalidate said proxy or vote. Personal physical attendance Pursuant to the provisions of the Bylaws and of the will invalidate remote personal attendance. Rules and Regulations for the General Shareholders’ Meeting, on the occasion of this general meeting, the board of directors has resolved to reduce the (ii) Likewise, the vote, irrespective of the means minimum advance period established to receive used to cast it, shall invalidate any electronic proxies and votes from a distance sent by electronic or written proxy, whether granted previously, means, the deadline now being set at 6:00 p.m. on in which case it shall be deemed revoked, the day prior to the date on which the meeting is to or subsequently, in which case it shall be be held on first call. Therefore, in order to be valid, deemed not to have been granted. both proxies granted from a distance and votes cast from a distance through electronic means must be received by the Company prior to 6:00 p.m. on the day prior to the date on which the meeting is to be held on first call, i.e., prior to 6:00 p.m. (CET) on 24

12 2021 Annual General Meeting 3.2.2 Priorities based upon the means used to grant In order to give specific voting instructions in the the proxy or cast the vote case of proxy-granting, the corresponding box must be checked in the table containing the items on the agenda in the attendance, proxy and distance (i) In the event that a shareholder validly grants voting card (proxy section). If any of such boxes is not a proxy, electronically, on the one hand, and checked, the shareholder granting the proxy shall be by means of a printed card, on the other, the deemed to give a specific instruction to vote in favour latter shall prevail over the former, regardless of the proposal submitted by the board of directors. of the respective dates thereof.

If the representative appointed as set forth above (ii) Likewise, a vote validly cast under a is affected by a conflict of interest when voting on handwritten signature on the printed card any of the proposals submitted to the shareholders, shall invalidate a vote cast electronically, whether or not they are included in the agenda, and whether previously or subsequently. the shareholder granting the proxy has not given specific voting instructions as provided for such purpose, the proxy shall be deemed granted to the 3.3 Modification of the vote cast from a distance General Secretary. In any event, if the appointed representative is the General Secretary, he may be affected by a potential conflict of interest in Once cast, a distance vote may not be modified, except in connection with items Ten, Eleven A and Eleven C on the event of attendance at the meeting in person (whether the agenda. physically or from a distance) by the shareholder who cast such vote or, in the case of electronic voting, also by a subsequent vote cast within the established deadline, by As regards possible proposals relating to items not means of the attendance, proxy and distance voting card included in the agenda of the call to meeting, the (hand-delivery or postal correspondence). proxy shall be deemed to also cover the proposals regarding items not included in the agenda unless indicated otherwise by the shareholder granting 3.4 Other matters the proxy (in which case, it shall be deemed that the shareholder instructs the representative to abstain). If the proxy also covers any such proposals, the 3.4.1 Proxies specific instruction to the representative shall be that of voting in the negative, unless indicated otherwise by the shareholder granting the proxy. A conflict of All proxies that do not expressly state the name of interest shall arise if matters are submitted to the the individual or legal entity to which the proxy is shareholders at the meeting that are not included granted shall be deemed granted to the Chairman of in the agenda and that refer to the removal of or the the board of directors. commencement of a derivative action (acción social de responsabilidad) against the representative, if the latter is in turn a director of the Bank. It is noted for the record that if the appointed representative is a director of the Bank, such director may be affected by a potential conflict of interest in 3.4.2 Distance votes connection with items One C, Three B through Three G (if the appointment, re-election or ratification thereof is submitted to the shareholders under In the case of distance voting on items included said item), Eight, Nine and Thirteen on the agenda, in the agenda, the shareholder must check the and if the appointed representative is an executive corresponding box in the table containing the items director, also in connection with items Ten, Eleven A on the agenda in the attendance, proxy and distance and Eleven C. Furthermore, the proxy granted to the voting card (distance voting section). Distance voting Chairman shall be deemed granted to the person on possible proposals not included in the agenda who chairs the meeting if the Chairman is unable to is not allowed. If none of the boxes provided for attend. voting is checked in relation to any of the items on the agenda, the shareholder shall be deemed to vote in favour of the proposal submitted by the board of directors.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 13 3.4.3 Additional matters B) REMOTE ATTENDANCE AT THE MEETING

In order to ensure the identity of the attendees, the proper In the event that electronic means are used, only one exercise of their rights, real-time interactivity and the electronic session shall be allowed for each type of proper progress of the meeting, shareholders (or their operation (advance proxy-granting and voting, and representatives) who wish to use the remote attendance remote attendance). mechanisms must have previously entered into one of the following agreements with the Bank, whereby they can obtain a set of passwords in order to access the remote Both the proxy granted and the vote cast from attendance software application and, by means thereof, an a distance shall be rendered ineffective by the electronic signature: disposition of shares of which the Company is aware.

(a) Consumer Digital Banking Agreement: individuals Either or any of the joint holders of deposited shares who have already entered into a Consumer Digital may vote, grant a proxy or attend the meeting, and Banking Agreement with the Bank may make use the rules of priority set forth in sub-section 3.2 thereof, using the passwords already available to hereof shall apply. For purposes of the provisions of them under such agreement for purposes of remote section 126 of the Spanish Capital Corporations Law, attendance. The security passwords of Openbank it is presumed that the joint holder who carries out an will also work for these purposes. act (proxy-granting, voting, or attending physically or from a distance) at any time has been appointed by the other joint holders to exercise the rights accruing (b) Agreement for Access to Electronic Voting and to a shareholder. Proxy-Granting and Remote Attendance: individuals who have not entered into a Consumer Digital Banking Agreement and legal entities (even if they Shareholders that are legal entities or do not reside have entered into a Consumer Digital Banking in Spain must call the Shareholder Helpline in order Agreement) must execute, for the sole purpose of to adapt, with proper safeguards, the distance voting remote attendance at the meeting and of casting a and proxy- granting mechanisms to their particular vote thereat and without any charge by the Bank, an situation. Agreement for Access to Electronic Voting and Proxy- Granting and Remote Attendance.

Shareholders shall be solely responsible for safeguarding the passwords for accessing and using From the date of publication of the announcement of the electronic proxy-granting and voting service. If the call to meeting, the information and requirements the shareholder is a legal entity, it shall give notice to sign either of such agreements may be viewed on the of any modification or revocation of the powers Bank’s corporate website (www.santander.com). Once vested in its representative, and the Bank therefore a shareholder (or his/her representative) has executed disclaims any and all liability until such notice is either of the aforementioned agreements and has his/her given. corresponding set of passwords, such shareholder may, through the “Annual General Meeting” section on the Bank’s corporate website (www.santander.com) or through the 4. Technical incidents Bank’s Internet address www.juntasantander.com, attend and vote at the meeting by remote means of communication in real time. The Bank reserves the right to modify, suspend, cancel or restrict the mechanisms for electronic voting and proxy- granting prior to the general shareholders’ meeting, when Remote attendance at the meeting shall be subject to so required or imposed for technical or security reasons. the following basic rules, and all matters not expressly contemplated herein shall be governed by the provisions posted on the Bank’s corporate website and by those set The Bank shall not be liable for any damage that forth in the law, the Bylaws and the Rules and Regulations shareholders may sustain as a result of failures, overloads, for the General Shareholders’ Meeting: downtime, failed connections or any other events of the same or a similar nature that are beyond the Bank’s control and prevent the use of the mechanisms for electronic voting (i) Logging-on, registration and attendance: Pursuant to and proxy-granting prior to the meeting. the provisions of the Rules and Regulations for the

14 2021 Annual General Meeting General Shareholders’ Meeting, and in order to permit (ii) Participation: Shareholders (or their representatives) the appropriate management of remote attendance who, in the exercise of their rights, intend to systems, shareholders (or their representatives) participate in the meeting and, where applicable, who wish to attend the meeting and vote by remote request information or clarification in connection means of communication shall register by logging with the items on the agenda, request clarification on between 10:30 a.m. and 11:30 a.m. on the date regarding information accessible to the public that of the meeting. No attendee registration shall be has been provided by the Company to the National admitted outside of this time period. Securities Market Commission (Comisión Nacional del Mercado de Valores) since the holding of the last general shareholders’ meeting or regarding the In the event that the meeting is held on second call, auditor’s report or make proposals must express their attendees who have registered for the meeting on intent to do so at the time of registration. Following first call will be required to carry out the registration such expression of intent, and exclusively by means process again in order to be able to attend. of the participation form available for such purpose, persons attending remotely may state in writing and send the contents of their participation or their In order to ensure the quality of the connection of the question or proposal from the time the Chairman remote channel of attendance to the meeting and to declares a valid quorum to have been established provide attendees with an additional explanatory for the meeting until the participation period ends. guide to facilitate such connection, all shareholders Persons attending from a distance who wish their (or their representatives) with the required participation to be recorded in the minutes of the passwords to access and who intend to remotely meeting must expressly state such desire in the text attend the meeting are kindly requested to send an in which the contents of their participation are set email to [email protected] forth. confirming this intention before 7:00 p.m. (CET) on 25 March 2021 (the day prior to the day of holding the meeting on second call). All of the foregoing is As the participation of each person attending from without prejudice to the required registration of the a distance is received, such participation will be attendee between 10:30 a.m. and 11:30 a.m. on the accessible to the attendees who are physically day of the meeting and compliance with all other present at the place of the meeting. In turn, requirements as stated in this announcement, on the remote attendees shall be able to access each such Bank’s corporate website (www.santander.com) or participation by logging onto the website indicated in at www.juntasantander.com. the software application.

If persons attending from a distance have been Requests for information or clarification made by granted proxies, and provided that such proxies have remote attendees will be answered in writing within been received by the Company within the deadlines seven days of the meeting, pursuant to the provisions for admission thereof, the software application will of the Spanish Capital Corporations Law. show them such proxies so that they accept them, if they are willing to do so. (iii) Voting : Votes on the proposals relating to the items on the agenda may be cast as from the moment when Attendees who wish to state before the Notary the Chairman declares the meeting to be validly that they expressly leave the meeting must do so convened and provided always that the attendee by using the form included for such purpose in the has registered by following the procedure described remote attendance software application. Once they in sub-section (i) above; in the event of alternative have notified the Notary of their express intention proposals, the provisions of the second paragraph of leaving the meeting, all actions taken by such of article 21.1 of the Rules and Regulations for the shareholders thereafter shall be deemed not taken. In General Shareholders’ Meeting shall apply, with any event, by means of a connection to the software a vote in favour of a proposed resolution by the application, the Notary will be aware of the actions shareholders at the general shareholders’ meeting taken by the persons who attend the meeting from being deemed to be a vote against alternative a distance, including the votes that may be cast by proposals that are incompatible therewith. As regards them. proposed resolutions on matters that, as prescribed by law, need not be specified on the agenda, remote attendees may cast their vote as from the moment

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 15 when the secretary for the general meeting reads out beyond the Bank’s control and prevent the use of the such proposals for a vote to be taken thereon. In all mechanisms for remote attendance at the meeting. events, the remote voting process with respect to all the proposals submitted to the shareholders acting at the general shareholders’ meeting will come to an For further information on proxy-granting and end when, following the reading of the summaries distance voting and remote attendance at the meeting, of the proposed resolutions by the secretary for shareholders may write to the e-mail address junta. the meeting, the vote commences on the proposed [email protected], call the Shareholder Helpline resolutions at the premises where the meeting is 91 276 92 90 or go to the Santander Shareholder and held. Investor Relations Office, Ciudad Grupo Santander, Avda. Cantabria, s/n, 28660 - Boadilla del Monte (Madrid). Further information is also available on the Bank’s corporate website The vote on the proposed resolutions shall be (www.santander.com). governed by the procedure contemplated in the Bylaws and in the Rules and Regulations for the General Shareholders’ Meeting. RIGHT TO RECEIVE INFORMATION

(iv) Other matters: Legal entities and non-residents of In addition to the provisions of section 197 of the Spain must call the Shareholder Helpline in order Spanish Capital Corporations Law, starting on the date of to adapt, with proper safeguards, the mechanisms the publication of the announcement of the call to meeting, for attending the meeting by remote means of shareholders may obtain from the Company, immediately communication in real time. and free of charge, the annual accounts, the directors’ report (including the statement of non-financial information) and the auditor’s report for financial year 2020, as well as In the event that more than one of the joint holders the consolidated accounts, the Group’s directors’ report of deposited securities are in attendance, the joint (including the consolidated statement of non-financial holder who is the first to register (physically or information) and the auditor’s report for such financial year. from a distance) shall be deemed an attendee, and therefore, any subsequent access by the other joint holders shall be denied. In connection with the In connection with items Five A through Five D, Six foregoing, and for purposes of the provisions of A through Six E, Eight and Ten of the agenda, starting on section 126 of the Spanish Capital Corporations Law, the date of publication of the announcement of the call to the joint holder who registers first (physically or from meeting, shareholders may examine at the registered office a distance) shall be deemed to have been appointed of the Company (Paseo de Pereda 9 al 12, 39004 Santander, by the other joint holders to exercise the rights Cantabria) the full text of the proposed resolutions and accruing to a shareholder. the mandatory reports prepared by the directors (or, in the case of item Ten, of the detailed recommendation of the board of directors), as well as request that such documents Shareholders (or their representatives) shall be be delivered or sent to them free of charge. The reasoned solely responsible for safeguarding the passwords proposal regarding the director remuneration policy (item for accessing and using the remote attendance Eight), together with the text thereof and the specific report service. If the shareholder is a legal entity, it shall of the remuneration committee on the policy, are available give notice of any modification or revocation of the to the shareholders, who may also request that they be powers vested in its representative, and the Bank delivered or mailed to them free of charge, at the Bank’s therefore disclaims any and all liability until such registered office and on the Bank’s corporate websitewww. ( notice is given. santander.com).

The Bank reserves the right to modify, suspend, Similarly, shareholders may also obtain, at the cancel or restrict the mechanisms for remote registered office of the Company, the full text of the other attendance at the general shareholders’ meeting documents (including the annual report on directors’ when so required or imposed for technical or security remuneration and the explanatory report of the board reasons. The Bank shall not be liable for any damage on the expertise, experience and merits of the candidates that shareholders may sustain as a result of failures, referred to in items Three B to Three G, which includes the overloads, downtime, failed connections or any reasoned proposal of the appointments committee and other events of the same or a similar nature that are the curricula vitae of the aforementioned candidates) and

16 2021 Annual General Meeting other proposed resolutions submitted to the shareholders’ DOCUMENTS AVAILABLE ON THE CORPORATE decisive or consultative vote at the general shareholders’ meeting. WEBSITE

In connection with the above, shareholders are Apart from the above-mentioned right to receive informed that, due to the ongoing refurbishment works information, the following documents and information, at the Company’s registered office, access to the premises among others, shall be available for viewing on the Bank’s may be limited. Therefore, shareholders can also consult all corporate website (www.santander.com) as from the date the documentation made available at the Bank’s registered of publication of the announcement of the call to meeting: office, at the provisional office of the Bank’s General Secretariat located at calle Calvo Sotelo 19, first floor, in Santander. The documentation will also be available on the (i) This announcement of the call to meeting. Bank’s corporate website, as explained below.

(ii) The total number of shares and voting rights on the Pursuant to the provisions of the Spanish Capital date of the call to meeting. Corporations Law and the Rules and Regulations for the General Shareholders’ Meeting, from the publication of the call to the general shareholders’ meeting and until the (iii) The full text of the proposed resolutions regarding fifth day, inclusive, prior to the holding thereof on first call, all of the items on the agenda for the general shareholders may deliver written requests for information shareholders’ meeting, as well as, in connection or clarification, or ask written questions that they consider with items Three A to Three G, Five A to Five D, Six relevant about the items on the agenda for the meeting. In A to Six E, Eight, Ten and Eleven A to Eleven E, the addition, in the same manner and within the same period, corresponding directors’ reports, reasoned proposal shareholders may deliver written requests for clarification or detailed recommendation, as applicable (also concerning information accessible to the public that the including, in the case of items Three A through Company has provided to the National Securities Market Three G, the reasoned proposal of the appointments Commission since the last general shareholders’ meeting committee). was held and concerning the auditor’s reports mentioned above. (iv) 2020 individual annual accounts and directors’ report (including the statement of non-financial Pursuant to the provisions of the Rules and information) of Banco Santander, S.A. and auditor’s Regulations for the General Shareholders’ Meeting, report. such requests as are admissible in the exercise of the shareholders’ right to receive information may be made by e-mail to [email protected], in which case, (v) 2020 annual report, which contains: in order to provide the system with adequate guarantees of authenticity and of identity of the shareholder exercising the right to receive information, such shareholder shall set forth (a) 2020 consolidated annual accounts (which in such e-mail his/her first name and surnames (or corporate include the annual banking report) and the name), Tax Identification Number and the number of shares Group’s auditor’s report; and held by such shareholder. As provided in section 539 of the Spanish Capital Corporations Law, and unless otherwise indicated by the shareholder, the requests exercising the (b) the consolidated directors’ report, which right to information received at the aforementioned e-mail includes, in relation to financial year 2020: address may be dealt with by the Bank by means of an answer sent to the e-mail address of the shareholder-sender. The request may also be made by delivering or mailing the (b.1) the consolidated statement of written request, bearing the handwritten signature of the non-financial information and the requesting party, to the registered office of the Company. independent services provider’s verification report (“Responsible banking” chapter); and

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 17 (b.2) the annual report on corporate (vi) The curricula vitae of the individuals referred to in governance (“Corporate governance” item Three of the agenda, including the category of chapter), which includes, among each director. others:

(vii) The rules applicable to proxy-granting and voting (b.2.1) the report of the audit by remote means of communication and to remote committee (which also includes attendance at the meeting and the documentation the report on the independence necessary for such purpose. of the auditor) (section 4.5);

(viii) The rules of operation of the Electronic Shareholders’ (b.2.2) the report of the appointments Forum. committee (section 4.6);

(ix) The current Bylaws, together with the resulting text (b.2.3) the report of the remuneration of the Bylaws if the amendments proposed at the committee (which also includes meeting are approved. the specific report on the director remuneration policy to which item Eight of the agenda (x) The current Rules and Regulations for the General refers) (section 4.7); Shareholders’ Meeting, together with the resulting text of the Rules and Regulations for the General Shareholders’ Meeting if the amendments proposed (b.2.4) the report of the risk at the meeting are approved. supervision, regulation and compliance committee (section 4.8); (xi) The current Rules and Regulations of the Board of Directors.

(b.2.5) the report of the responsible banking, sustainability and (xii) The valid requests for information, clarification or culture committee (section questions asked by shareholders exercising their right 4.9); to receive information and any answers provided by the directors.

(b.2.6) the report of the innovation and SPECIAL INFORMATION TOOLS technology committee (section 4.10); Pursuant to the provisions of section 539.2 of the Spanish Capital Corporations Law, the Bank has made (b.2.7) the report of the audit available on its corporate website (www.santander.com) an committee on related-party Electronic Shareholders’ Forum (hereinafter, the “Forum”), transactions (section 4.12); which may be accessed, with all proper safeguards, by shareholders who are individuals as well as by voluntary associations of shareholders that may be created pursuant (b.2.8) the director remuneration to the provisions of section 539.4 of the Spanish Capital policy referred to in item Eight Corporations Law. on the agenda (section 6.4); and There may be published in the Forum proposals intended to be presented as a supplement to the agenda (b.2.9) the annual director announced in the call to meeting, requests for adherence to remuneration report submitted such proposals, initiatives to reach the percentage required to a consultative vote under to exercise a minority right as contemplated by Law, and item Thirteen on the agenda voluntary proxy offers or solicitations. (sections 6 (except for 6.6), 9.4 and 9.5).

18 2021 Annual General Meeting The Forum does not constitute a device for electronic DATA PROTECTION conversation among the shareholders or a meeting point for virtual debate. Nor is the Forum a channel of communication between the Company and its shareholders. The Forum is Data controller and data protection officer: The made available in order to facilitate communication among entity responsible for processing is Banco Santander, S.A., the Bank’s shareholders on occasion of the call to and until Paseo de Pereda, números 9 al 12, 39004 Santander (the the holding of the general shareholders’ meeting. Company). The Company’s Data Protection Officer contact information is: calle Juan Ignacio Luca de Tena, 11, 28027 Madrid; [email protected]. To access the Forum, shareholders must have previously signed one of the following agreements with the Bank, which will allow them to have a set of access codes for Purposes of processing and bases for legitimate the Forum and, by means thereof, an electronic signature: use: The personal data set forth herein, those that the shareholders provide to the Company in exercising their attendance, proxy-granting and voting rights at the (a) Consumer Digital Banking Agreement: general shareholders’ meeting, including those stated in shareholders who are individuals and who the attendance, proxy and distance voting card, or that are have already entered into a Consumer Digital provided by the banks or brokerage firms or companies Banking Agreement with the Bank may make with whom shareholders have deposited their shares, use thereof, using the passwords already through the entity legally entrusted with the book-entry available to them under such agreement for register, Sociedad de Gestión de los Sistemas de Registro, purposes of accessing the Forum. The security Compensación y Liquidación de Valores, S.A. (IBERCLEAR), passwords of Openbank will also work for as well as the data generated at the general shareholders’ these purposes meeting and the data that will be obtained through the recording thereof (i.e. image and voice), will be processed in order to manage and control both the shareholding (b) Agreement for Access to Electronic Voting relationship and the call to, holding, audiovisual recording and Proxy-Granting and Remote Attendance: and public broadcasting of the general shareholders’ shareholders who are individuals and have meeting on the corporate website (www.santander.com), not entered into a Consumer Digital Banking as well as to comply with its obligations under the law. Said Agreement and shareholders that are legal processing is required for the aforementioned purposes, entities (even if they have entered into a and the legitimacy thereof rests upon performance Consumer Digital Banking Agreement) must of the shareholding relationship, compliance with sign an Agreement for Access to Electronic obligations under the law and, as regards the capture and Voting and Proxy-Granting and Remote dissemination of images, the legitimate interest of the Bank Attendance for the sole purpose of accessing in disseminating the meeting and the consent given by the and using the Forum and, if applicable, of interested party by attending the general shareholders’ using the electronic voting and proxy-granting meeting (whether in person or remotely). mechanisms, without any charge by the Bank.

By attending the general shareholders’ meeting (in Legal entities and non-residents of Spain must call the person or remotely), the attendee authorises the taking Shareholder Helpline to adapt, with proper safeguards, the of photographs, the audiovisual recording of image and/ mechanisms for participating in the Electronic Shareholders’ or voice, and the reproduction and/or publication and Forum. From the date of publication of the announcement dissemination upon the terms stated above. The legal basis of the call to meeting, the information and requirements for processing personal data consisting of images and/or to sign either of such agreements may be viewed on the voice is both the existence of a legitimate interest of Banco Bank’s corporate website (www.santander.com). Access Santander, S.A. in recording and broadcasting the meeting, to the Forum and the terms and conditions for the use and which is recognised in the transparency rules and principles operation thereof shall be governed by the provisions of applicable thereto, and the consent of the attendee given by this announcement of the call to meeting and by the rules attending the general shareholders’ meeting. of operation of the Electronic Shareholders’ Forum, the text of which can be viewed on the aforementioned Bank’s corporate website. Transfers of data and international transfers: The data will be made available to the notary public who is to attend the general shareholders’ meeting, and may be made available to third parties in the exercise of their

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 19 right to receive information laid down in the law or be made accessible to the public from any territory, including from outside the European Union, to the extent that they are included in the documents available on the corporate website (www.santander.com) or are mentioned at the general shareholders’ meeting, the proceedings of which may be subject to public dissemination on such website, on social media and in accredited media.

Data storage: As a general rule, personal data will be processed during the course of the shareholding relationship, and once it has ended, during the limitation period of any legal or contractual liability to which the Company is subject. As regards the processing of data subject to consent, said data will be processed until the data subject withdraws such previously given consent.

Exercise of rights: Data subjects may send their requests for access, correction, erasure, objection, restriction of processing, portability, and for exercise of the right not to be subject to decisions based exclusively on automated processing, as well as withdraw consent previously given and exercise any other rights recognised by data protection laws, all pursuant to General Data Protection Regulation (EU) 2016/679 and other applicable legal provisions, by written communication addressed to Ciudad Grupo Santander, Avda. de Cantabria, edificio de Pereda 2ª Planta, 28660 Boadilla del Monte (Madrid), Spain, or by writing to the following email address: protecciondedatosaccionistassan@ gruposantander.com. Data subjects may also file claims with the competent data protection authority, which in Spain is the Spanish Data Protection Agency (Agencia Española de Protección de Datos) (www.aepd.es).

Third-party data: If the attendance, proxy and distance voting card includes personal data relating to individuals other than the holder and if a third party attends the meeting as a representative of the shareholder, the shareholder must inform said person of the particulars stated above in relation to the processing of personal data and comply with any other requirements that might apply for the proper transfer of the personal data to Banco Santander, S.A., without Banco Santander, S.A. having to take any additional action with respect to the data subjects.

Santander, 22 February 2021 The General Secretary, Jaime Pérez Renovales

20 2021 Annual General Meeting Proposals of resolutions and directors´ reports

ORDINARY GENERAL SHAREHOLDERS’ MEETING OF BANCO SANTANDER, S.A. – MARCH 2021

Item One Annual accounts and corporate and Delegated Regulation (EU) 2019/815. management.

One B. To approve the consolidated statement of One A. Examination and, if appropriate, approval non-financial information for the financial of the annual accounts (balance sheet, year ended 31 December 2020, which is part profit and loss statement, statement of of the consolidated directors’ report for said recognised income and expense, statement financial year (“Responsible Banking” chapter of changes in total equity, cash flow of the 2020 annual report). statement, and notes) and the directors’ reports of Banco Santander, S.A. and its consolidated Group, all with respect to the One C. To approve the corporate management for financial year ended 31 December 2020. financial year 2020.

One B. Examination and, if appropriate, approval Item Two Application of results obtained during of the consolidated statement of non- financial year 2020. financial information for the financial year ended 31 December 2020, which is part of the consolidated directors’ report. RATIONALE SUBMITTED BY THE BOARD OF DIRECTORS OF BANCO SANTANDER, S.A. REGARDING THE PROPOSAL REFERRED TO IN ITEM TWO OF THE AGENDA FOR THE One C. Examination and, if appropriate, approval GENERAL SHAREHOLDERS’ MEETING CALLED FOR 25 of the corporate management for financial MARCH 2021, ON FIRST CALL, AND FOR 26 MARCH 2021, year 2020. ON SECOND CALL

Proposals1: On 3 February 2021, the Bank made public its 2020 results and the board’s intention to pay a cash dividend of €2.75 cents per share as shareholder remuneration for 2020, the One A. To approve the annual accounts (balance maximum allowed in accordance with the limits set by the sheet, profit and loss statement, statement of European Central Bank recommendation of 15 December recognised income and expense, statement of 2020. This dividend will be paid under the resolution for changes in total equity, cash flow statement, the distribution of share premium approved at the Bank’s and notes) and the directors’ reports of Banco general shareholders meeting on 27 October 2020. Santander, S.A. and of its consolidated Group, all for the year ended 31 December 2020, all drawn up in eXtensible HyperText Markup Besides, in relation to the proposal of application of results Language (XHTML) electronic format, with detailed below, the charge to share premium is proposed the consolidated financial statements tagged to rebalance the types of reserves, of which there is a high using the eXtensible Business Reporting proportion of share premium. Language (XBRL) standard, in accordance with the provisions of Directive 2004/109/EC

1 Each of the proposals made under items One A to One C will be submitted to a separate vote.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 23 Proposal: This report has been prepared in compliance with the provisions of section 529 decies of the Spanish Capital Corporations Law (Ley de Sociedades de Capital) and is To approve the application of results obtained by the Bank intended to provide a rationale for the proposed ratification or in financial year 2020, consisting of losses of 3,557,057,908 re-election of directors of Banco Santander, S.A. (the “Bank” euros, to be charged against: or the “Company”) that are submitted for the approval of the shareholders acting at the general shareholders’ meeting under item Three of its agenda, evaluating for such purposes (i) the share premium reserve account to the extent by the expertise, experience and merits of the persons whose which said charge against the share premium reserve ratification or re-election is proposed at the meeting. 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 Item Three A) also includes a proposal to set the number 2013; and of the Bank’s directors at 15, which is within the threshold established by Recommendation 13 of the current Good Governance Code of Listed Companies. (ii) the voluntary reserve account, in the amount by which said losses are not applied in accordance with paragraph (i) above. For purposes of items Three B) to Three G), there is included below a separate evaluation by the board of the expertise, experience and merits of all of the persons whose Item Three Board of directors: appointment, re- ratification or re-election is submitted to the shareholders at election or ratification of directors. the general meeting, namely Ms Gina Lorenza Díez Barroso, Ms Homaira Akbari, Mr Álvaro Antonio Cardoso de Souza, Mr Javier Botín-Sanz de Sautuola y O´Shea, Mr Ramiro Mato Three A. Setting of the number of directors. García-Ansorena and Mr Bruce Carnegie-Brown. All of the foregoing is carried out in view of the reasoned proposal made by the appointments committee on 19 February 2021, Three B. Ratification of the appointment of Ms Gina in accordance with the aforementioned section 529 decies Lorenza Díez Barroso. of the Spanish Capital Corporations Law and articles 18.4 and 26 of the rules and regulations of the board, and with which the board concurs in all respects. The aforementioned Three C. Re-election of Ms Homaira Akbari. proposal of the appointments committee is attached as an Exhibit to this directors’ report.

Three D. Re-election of Mr Álvaro Antonio Cardoso de Souza. Similarly, for the purposes of section 518.e) of the Spanish Capital Corporations Law, this report contains full information on the identity, curriculum vitae and category Three E. Re-election of Mr Javier Botín-Sanz de of each of the directors. Sautuola y O’Shea.

Detailed information is provided below regarding each of the Three F. Re-election of Mr Ramiro Mato García- persons included in the proposed appointment, ratification Ansorena. or re-election in each case submitted to the shareholders at the general meeting.

Three G. Re-election of Mr Bruce Carnegie-Brown. (i) Ms Gina Lorenza Díez Barroso (item Three B)

REPORT SUBMITTED BY THE BOARD OF DIRECTORS OF BANCO SANTANDER, S.A. REGARDING THE PROPOSALS (a) Profile description: REFERRED TO IN ITEM THREE OF THE AGENDA FOR THE GENERAL SHAREHOLDERS’ MEETING CALLED FOR 25 MARCH 2021, ON FIRST CALL, AND FOR 26 MARCH 2021, - Born in 1955 in Mexico City (Mexico). Degree in ON SECOND CALL Design from Centro de Diseño of Mexico City.

24 2021 Annual General Meeting - She has broad experience of more than 20 years in (ii) Ms Homaira Akbari (item Three C) the real estate, education and financial sectors.

(a) Profile description: - Other positions of note: until April 2020, she was an independent director of Banco Santander México, S.A. and other companies of the Santander Group in - Born in 1961 in Tehran (Iran), she holds US and Mexico. She has also been a member of the Board French nationality. Ph.D. in Particle Physics from of Directors of the Americas Society and Council of Tufts University and MBA from Carnegie Mellon the Americas, Laurel Strategies and the Qualitas of University. She was first appointed as a director Life Foundation. She is the founder and president of the Company on an interim basis at the board of Grupo Diarq, S.A. de C.V. and of Centro de meeting of 27 September 2016, her appointment Diseño y Comunicación, S.C. (Universidad Centro). becoming effective on the same day. In addition, she is a member of the board of Dalia Women, S.A.P.I. de C.V. (Dalia Empower), a member of “The Committee of 200” (C200), an influential - She is the chief executive officer of AKnowledge community of the most successful women of the Partners, LLC. business world, and the representative of Mexico at the W20, the women’s initiative of the G20. She is also the founder and a trustee of the Pro-Educación - Other positions of note: she is currently an Centro and Diarq foundations. independent director of Landstar System, Inc. and Temenos AG. She was non-executive director of Gemalto N.V. and Veolia Environment S.A., chairman (b) Evaluation: and CEO of Sky Bitz, Inc., managing director of True Position, Inc., non-executive director of Covisint Corporation and US Pack Logistics LLC. She has The board concurs with the assessment made by also held various posts at Microsoft Corporation the appointments committee and believes that the and at Thales Group, and was non- executive chair curriculum vitae and professional background of Ms of WorkFusion, Inc. She is also a non-executive Gina Díez Barroso, with an extensive career of more director of Santander Consumer USA Holdings, Inc. than 20 years in the real estate and education sectors, and of PagoNxt, S.L. together with the banking experience acquired as an external director of Banco Santander México and other subsidiaries of the Group in that country, and extensive (b) Evaluation: knowledge of responsible business and sustainability as a founder and trustee of foundations focused on education and social support, demonstrate that she The board concurs with the evaluation of the has the appropriate expertise, experience and merits to appointments committee and considers that the hold the position of director. curriculum vitae and professional career of Ms Homaira Akbari, including her performance both within the Company since her appointment as a director and in (c) Category of director: positions outside the Company, demonstrate that she has the expertise, experience and merits necessary to hold the position of director. The board, which concurs with the considerations of the appointments committee, considers Ms Gina Díez Barroso to be an independent director, as she fulfils the (c) Category of director: requirements established in sub-section 4 of section 529 duodecies of the Spanish Capital Corporations Law and in article 6.2 (c) of the rules and regulations of the The board, which concurs with the considerations of board. the appointments committee, considers Ms Homaira Akbari to be an independent director, as she fulfils the requirements established in sub-section 4 of section 529 duodecies of the Spanish Capital Corporations Law and in article 6.2 (c) of the rules and regulations of the board.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 25 (iii) Mr Álvaro Antonio Cardoso de Souza (item Three D)) Antonio Cardoso de Souza to be an independent director, as he fulfils the requirements established in sub- section 4 of section 529 duodecies of the Spanish (a) Profile description: Capital Corporations Law and in article 6.2(c) of the rules and regulations of the board.

- Born in 1948 in Guarda (Portugal). Degree in Economics and Business Administration from (iv) Mr Javier Botín-Sanz de Sautuola y O’Shea (item Pontificia Universidad Católica de São Paulo, Master Three E) of Business Administration (MBA - Management Program for Executives) from the University of Pittsburgh and a graduate of the Investment Banking (a) Profile description: Marketing Program from Wharton Business School. He was first appointed as a director of the Company at the ordinary general shareholders’ meeting of 23 - Born in 1973 in Santander (Spain). Degree in Law March 2018, and his appointment became effective from the Complutense University of Madrid. He on 1 April 2018. was first appointed as a director of the Company by the board of directors at its meeting of 25 July 2004. - He is the non-executive chairman of Banco Santander (Brasil) S.A. - He is the founder and executive chairman of JB Capital Markets, S.V., S.A.U. - Other positions of note: he has held various positions at the Citibank Group, including CEO of Citibank Brazil and various senior positions in the - Other positions of note: Co-founder and executive US with respect to the consumer finance, private director of the equities division of M&B Capital banking and Latin American businesses. He has Advisers, S.V., S.A. (2000-2008) and legal advisor also been a member of the board of AMBEV. S.A., to the International Legal Department of Banco Gol Linhas Aéreas, S.A. and Duratex, S.A. In addition, Santander, S.A. (1998-1999). In addition to his he has been chairman of the WorldWildlife Group professional activity in the financial sector, he works (WWF) Brazil, a member of the board of WWF with several non-profit organisations. He has been International and chairman and a member of chairman of the Botín Foundation since 2014 and is the audit and asset management committees of also a trustee of the Princesa de Girona Foundation. FUNBIO (Fundo Brasileiro para a Biodiversidade). He is also actively involved in various environmental foundations and non-governmental organisations. (b) Evaluation:

(b) Evaluation: The board concurs with the evaluation of the appointments committee and considers that the curriculum vitae and professional career of Mr The board concurs with the evaluation of the Javier Botín-Sanz de Sautuola y O’Shea , including appointments committee and considers that the his performance both within the Company since his curriculum vitae and professional career of Mr Álvaro appointment as a director and in positions outside Antonio Cardoso de Souza, including his performance the Company, demonstrate that he has the expertise, both within the Company since his appointment experience and merits necessary to hold the position of as a director and in positions outside the Company, director. demonstrate that he has the expertise, experience and merits necessary to hold the position of director. (c) Category of director:

(c) Category of director: The board, which concurs with the considerations of the appointments committee, considers Mr Javier The board, which concurs with the considerations of Botín-Sanz de Sautuola y O’Shea to be an external the appointments committee, considers Mr Álvaro director, pursuant to the provisions of sub-sections 2

26 2021 Annual General Meeting to 4 of section 529 duodecies of the Spanish Capital (vi) Mr Bruce Carnegie-Brown (item Three G) Corporations Law and of article 6.2 of the rules and regulations of the board. (a) Profile description:

(v) Mr Ramiro Mato García-Ansorena (item Three F) - Born in 1959 in Freetown (Sierra Leone). Master of Arts degree in English Language and Literature from (a) Profile description: the University of Oxford. He was first appointed as a director of the Company on an interim basis at the board meeting of 25 November 2014, his - Born in 1952 in Madrid (Spain). Degree in Economics appointment becoming effective on 12 February from the Complutense University of Madrid and 2015. He is vice chairman and lead independent Management Development Programme from the director of the Company. Harvard Business School. He was first appointed as a director of the Company on an interim basis at the board meeting of 28 November 2017 (ratified at the - Other positions of note: He was non-executive ordinary general meeting of 23 March 2018). chairman of Moneysupermarket.com Group plc (2014-2019), non-executive director of Jardine Lloyd Thompson Group plc (2016-2017), and non- - Other positions of note: He has held various executive chairman of Aon UK Ltd (2012-2015) He positions at Banque BNP Paribas, including was also founder and managing partner of the listed Chairman of the BNP Paribas Group in Spain. private equity division of 3i Group plc and president Previously he held various significant positions at and CEO of Marsh Europe, S.A. Furthermore, he Argentaria. He was a member of the board of the was lead independent director of Close Brothers Spanish Banking Association (AEB) and of Bolsas y Group plc (2006-2014) and Catlin Group Ltd (2010- Mercados Españoles, S.A. (BME) and a member of 2014). He previously held various positions at JP the board of trustees of the Fundación Española Morgan Chase and Bank of America. Currently, he de Banca para Estudios Financieros (FEBEF). He is the non-executive chairman of Lloyd’s of London is currently chairman of Ansorena, S.A. and vice- and of Cuvva Limited, and non-executive director chairman of the board of trustees of Fundación of Santander UK plc and of Santander UK Group Esperanza y Alegría. Holdings plc.

(b) Evaluation: (b) Evaluation:

The board concurs with the evaluation of the The board concurs with the evaluation of the appointments committee and considers that the appointments committee and considers that the curriculum vitae and professional career of Mr Ramiro curriculum vitae and professional career of Mr Bruce Mato García-Ansorena, including his performance both Carnegie-Brown, including his performance both within within the Company since his appointment as a director the Company since his appointment as a director and in and in positions outside the Company, demonstrate positions outside the Company, demonstrate that he that he has the expertise, experience and merits has the expertise, experience and merits necessary to necessary to hold the position of director. hold the positions of director, vice chairman and lead independent director.

(c) Category of director: (c) Category of director:

The board, which concurs with the considerations of the appointments committee, considers Mr Ramiro The board, which concurs with the considerations of Mato García-Ansorena to be an independent director, the appointments committee, considers Mr Bruce as he fulfils the requirements established in sub- Carnegie-Brown to be an independent director, as he section 4 of section 529 duodecies of the Spanish fulfils the requirements established in sub-section Capital Corporations Law and in article 6.2(c) of the 4 of section 529 duodecies of the Spanish Capital rules and regulations of the board. Corporations Law and in article 6.2(c) of the rules and regulations of the board.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 27 EXHIBIT By virtue of all of the foregoing, the proposal of this committee includes setting the number of directors at 15, and as to the specific ratifications and re-elections of REASONED PROPOSAL OF THE APPOINTMENTS directors, is based on the following: COMMITTEE (19 FEBRUARY 2021)

I. Ratification of the appointment of Ms Gina Díez REASONED PROPOSAL OF THE APPOINTMENTS COMMITTEE Barroso OF BANCO SANTANDER, S.A. REGARDING THE RATIFICATION AND RE-ELECTIONS OF DIRECTORS OF BANCO SANTANDER, S.A. WHICH ARE SUBMITTED FOR THE APPROVAL OF THE At the proposal of this committee, the Company’s board SHAREHOLDERS ACTING AT THE NEXT ORDINARY GENERAL of directors appointed Ms Gina Díez Barroso as a director MEETING of the Company on 22 December 2020, under the powers of interim appointment legally assigned thereto. It is therefore necessary to submit the ratification thereof to the This reasoned proposal is made in accordance with the shareholders acting at the next ordinary general meeting, as provisions of section 529 decies of the Spanish Capital detailed below. Corporations Law and of articles 18.4 and 26 of the rules and regulations of the board, and is intended to propose to the board of directors of Banco Santander, S.A. (the “Bank” For purposes of the evaluation of the work and effective or the “Company”) the ratifications and re-elections of dedication of this director, it should be taken into account directors to be submitted to the shareholders acting at the that the aforementioned appointment became effective on next ordinary general shareholders’ meeting. 22 December 2020, as the relevant regulatory approvals were obtained prior to the appointment thereof by the board. Pursuant to the aforementioned article 26 of the rules and regulations of the board of the Company, the appointments committee shall prepare a reasoned report on and proposal The relevant considerations for the proposed ratification of for appointments, re-elections and ratifications of directors, the appointment of Ms Gina Díez Barroso as an independent regardless of the category to which they are assigned. director are set forth below. Similarly, in the event of re-election or ratification of a director, the proposal shall contain an evaluation of work performed and effective dedication to the position during Born in 1955 in Mexico City (Mexico). Degree in Design from the last period of time during which the proposed director Centro de Diseño of Mexico City. held office.

She is currently the president & CEO of Grupo Diarq, a The update and analysis of the competencies and Mexican construction and design company that develops real diversity matrix of the board carried out in financial year estate projects in Mexico and the United States, and which 2020 showed, among other things, the advisability of she founded in 1990; and the non-executive chair of Centro continuing to strengthen the international experience and de Diseño y Comunicación, S.C. (Universidad Centro), the geographical diversity, especially in the geographic areas in first university in Mexico City specialising in creative studies, which the Group does business, which required to have a with a strong emphasis on business and entrepreneurship, board member with knowledge and experience in Mexico, founded by Ms Gina Díez Barroso in 2004. In addition, she is after Mr Carlos Fernández’s resignation. This is covered by a member of the board of Dalia Women, S.A.P.I. de C.V. (Dalia the proposed ratification of Ms Gina Lorenza Díez Barroso Empower), a member of “The Committee of 200” (C200), (Gina Díez Barroso). Likewise, in view of the current an influential community of the most successful women board’s competencies and diversity matrix, it is considered of the business world, and the representative of Mexico appropriate to re-elect the persons referred to in section II at the W20, the women’s initiative of the G20. She is also of this report, also taking into account the analysis that is the founder and a trustee of the Pro- Educación Centro and included herein regarding the evaluation of their work and Diarq foundations. effective dedication. The 2020 corporate governance report, which will be published upon the call to the next ordinary general meeting, includes the board’s competencies and Until April 2020 she was an independent director of diversity matrix and provides detailed information on Banco Santander México, S.A., a position to which she was attendance of the directors at meetings of the board and of appointed in April 2014, of Casa de Bolsa Santander, S.A. the committees thereof during 2020. de C.V. and of other companies of the Santander Group in

28 2021 Annual General Meeting Mexico. She has also been a member of the board of directors Finally, with respect to the category of director, this of the Americas Society and Council of the Americas, Laurel committee considers that Ms Gina Díez Barroso fulfils the Strategy and the Qualitas of Life Foundation. requirements established in sub-section 4 of section 529 duodecies of the Spanish Capital Corporations Law and in article 6.2(c) of the rules and regulations of the board to be Ms. Gina Díez Barroso has an extensive career spanning considered an independent director. more than 20 years in the real estate and education sectors. In addition to strengthening the gender, geographic and international education diversity of the board, Ms Gina II. Re-elections Díez Barroso’s professional background brings to the board a deep knowledge of the Mexican market, particularly in the real estate and education sectors, as well as banking Pursuant to article 55.1 of the Bylaws, the term of office experience, acquired as an external director of Banco of directors shall be three years, though it is established Santander México and other subsidiaries of the Group that one-third of the board shall be renewed every year, in that country, and extensive knowledge of responsible following the order established by the length of service of business and sustainability, gained as founder and trustee each director on the board, according to the date and order of foundations focused on education and social support. of the respective appointment. Furthermore, when a seat is not subject to re-election and unless otherwise provided, it will be maintained until its expiration upon the terms Therefore, and particularly for the purposes established in provided for by law and the Bylaws. Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions, in Royal Decree 84/2015 of 13 February, implementing Law 10/2014 of 26 June Accordingly, it is proposed that Ms Homaira Akbari, Mr Álvaro on the organisation, supervision and solvency of credit Antonio Cardoso de Souza, Mr Javier Botín-Sanz de Sautuola institutions, in Banco Santander’s director recruitment, y O’Shea, Mr Ramiro Mato García-Ansorena and Mr Bruce suitability assessment and succession policy, and in the Carnegie-Brown be re-elected. internal procedure for the selection and ongoing evaluation of the suitability of key personnel for the performance of banking activities within the Santander Group, this A detailed report for each of these directors is set forth committee confirms that, at this date, Ms Gina Díez Barroso below: possesses the necessary knowledge and experience to hold the position of director of the Company and that she is able to carry out good governance thereof, having assessed the (a) Ms Homaira Akbari content and currency of the reputation and good governance questionnaire completed by the subject and the update of her professional background and technical or horizontal It is proposed to re-elect her as an independent director skills. Additionally, according to the information provided, for the bylaw-mandated period of three years. Ms Gina Díez Barroso is within the maximum number of positions established in section 26 of Law 10/2014 of 26 June, and she is considered able to devote sufficient time to Born in 1961 in Tehran (Iran), she holds US and French performing the duties of her position, and not subject to any nationality. She has a Ph.D. in Particle Physics from conflicts of interest. Tufts University and an MBA from Carnegie Mellon University.

With reference to the evaluation of the work and effective dedication of the director from her appointment on an She is currently (i) CEO of AKnowledge Partners, LLC, a interim basis on 22 December 2020 to the present date, this company specialised in the Internet of Things, security, committee notes the proper performance of the duties of her Big Data and data analysis; (ii) an independent director position and her attendance at and informed participation of Landstar System, Inc., a logistics company listed on in all meetings of the board since her appointment on 22 NASDAQ; and (iii) an independent director of Temenos December. Furthermore, Ms Gina Díez Barroso has begun AG, a company specialising in corporate software for the induction programme designed by the Bank for new banks and financial services. She is also a non-executive directors, which will quickly provide her with sufficient director of Santander Consumer USA Holdings, Inc. and knowledge of the Company and of its Group, including of PagoNxt, S.L. its governance rules. Ms Gina Díez Barroso is expected to complete this programme during 2021. In view of the foregoing, the suitability thereof for holding the position of director is thus verified.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 29 Previously, she was: (i) chairman and CEO of Sky Bitz, With reference to the evaluation of the work and Inc., (ii) executive vice- president at True Position Inc.; effective dedication of the director from her re-election (iii) non-executive director of Covisint Corporation; at the ordinary general meeting of 23 March 2018 (iv) non-executive director of US Pack Logistics to the present date, this committee notes the proper LLC; and (v) holder of several positions at Microsoft performance of her duties, as well as her attendance at Corporation and at Thales Group. She was also a and informed participation in all of the meetings of the non- executive director of Gemalto N.V., a leader in board. Likewise, she has attended all the meetings of digital security providing services to customers in the audit, innovation and technology, and responsible more than 180 countries, of Veolia Environment S.A., banking, sustainability and culture committees held a water management, waste management and energy since her previous appointment. company with a presence on five continents, and of WorkFusion, Inc., a company dedicated to Intelligent Automation solutions. Finally, with respect to the category of director, this committee considers that Ms Homaira Akbari fulfils the requirements established in sub-section 4 of section Ms Homaira Akbari has significant experience as a 529 duodecies of the Spanish Capital Corporations Law business manager and has held executive positions at and in article 6.2(c) of the rules and regulations of the the highest level in institutions from various sectors board to be considered an independent director. and countries. During her professional career, she has held positions of responsibility in France and the United States and is a thought leader in new (b) Mr Álvaro Antonio Cardoso de Souza technologies, principally Big Data and the Internet of Things. She brings to the board broad experience in technology companies and a deep understanding of It is proposed to re-elect him as an independent director the challenges of digital transformation, as well as for the bylaw-mandated period of three years. extensive international experience in a wide variety of geographic areas and expertise in water, energy and waste management and treatment, all of which is of He holds a degree in Economics and Business particular interest to the Group. Administration from Pontificia Universidad Católica de São Paulo, a Master’s in Business Administration (MBA - Management Program for Executives) from Therefore, and particularly for the purposes established the University of Pittsburgh, and is a graduate of in Law 10/2014 of 26 June, on the organisation, the Wharton Business School’s Investment Banking supervision and solvency of credit institutions, in Royal Marketing Program. Decree 84/2015 of 13 February, implementing Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions, in Banco Santander’s He has been an independent director of Banco director recruitment, suitability assessment and Santander (Brasil), S.A. since 2014 and non-executive succession policy, and in the internal procedure for the chairman of the company since 2016. He is also selection and ongoing evaluation of the suitability of actively involved in various environmental foundations key personnel for the performance of banking activities and non-governmental organisations. within the Santander Group, this committee confirms that, at this date, Ms Homaira Akbari possesses the necessary knowledge and experience to hold the During his professional career he has been the position of director of the Company and that she is chairman of the remuneration and risk committees of able to carry out good governance thereof, having Banco Santander (Brasil), S.A., a member of the board assessed the content and currency of the reputation of directors of AMBEV, S.A., a listed Brazilian company and good governance questionnaire completed by the in the beverages industry, of Gol Linhas Aéreas S.A., subject and the update of her professional background a listed Brazilian airline, and of Duratex, S.A., a listed and technical or horizontal skills. According to the Brazilian company dedicated to the construction information provided, Ms Homaira Akbari is within the finishes industry (metal fittings and porcelain and maximum number of positions established in section wood flooring). He has also held various positions at 26 of Law 10/2014 of 26 June, and she is considered companies of the Citibank Group. In particular, he has able to devote sufficient time to performing the duties been (a) CEO of Citibank Brazil; (b) Senior Advisor; (c) of her position and not subject to any conflicts of Executive Vice President for Latin America; (d) Executive interest. In view of the foregoing, the suitability thereof Vice President of Capital Markets of Citibank USA; and for holding the position of director is thus verified. (e) Vice President of Private Banking and Consumer

30 2021 Annual General Meeting Banking of Citibank USA. He has also been chairman performance of the duties of his position as well as of the WorldWildlife Group (WWF) Brazil, a member his attendance at 88% of the 48 meetings of the of the board of WWF International, and chairman board held since his appointment. Also noted is his and member of the audit and asset management attendance at and informed participation in 86% of committees of FUNBIO (Fundo Brasileiro para a the 37 meetings of the risk supervision, regulation and Biodiversidade). compliance committee and 83% of the 12 meetings of the responsible banking, sustainability and culture committee held since his appointment. Mr Álvaro Antonio Cardoso de Souza has significant experience as a business manager and for more than thirty years has held positions at the highest levels Finally, with respect to the category of director, this in institutions from various countries and industries, committee considers that Mr Álvaro Antonio Cardoso including in the area of banking and financial services, de Souza fulfils the requirements established in sub- with responsibility for a significant number of people. section 4 of section 529 duodecies of the Spanish He has noteworthy knowledge of the compliance, risk Capital Corporations Law and in article 6.2(c) of the management and corporate governance areas, having rules and regulations of the board to be considered an been a leader in Brazil in this last area. He contributes independent director. to the board broad experience in international banking, especially in Brazil, a solid understanding of strategy and risk management issues, and knowledge of (c) Mr Javier Botín-Sanz de Sautuola y O’Shea sustainability.

It is proposed to re-elect him as an external director for Therefore, and particularly for the purposes established the bylaw-mandated period of three years. in Law 10/2014 of 26 June, on the organisation, supervision and solvency of credit institutions, in Royal Decree 84/2015 of 13 February, implementing Law He holds a degree in Law from the Complutense 10/2014 of 26 June on the organisation, supervision University of Madrid. and solvency of credit institutions, in Banco Santander’s director recruitment, suitability assessment and succession policy, and in the internal procedure for the He is the executive chairman of JB Capital Markets, selection and ongoing evaluation of the suitability of S.V., S.A., a company he founded. In addition to his key personnel for the performance of banking activities professional activity in the financial sector, he works within the Santander Group, this committee confirms with several non-profit organisations. In particular, he that, at this date, Mr Álvaro Antonio Cardoso de Souza has been chairman of the Botín Foundation since 2014 possesses the necessary knowledge and experience to and is a trustee of the Princesa de Girona Foundation. hold the position of director of the Company and that he is able to carry out good governance thereof, having assessed the content and currency of the reputation He joined as a director of Banco Santander in 2004. and good governance questionnaire completed by the Previously he was legal advisor in the International subject and the update of his professional background Legal Department of Banco Santander (1998-1999). and technical or horizontal skills. Additionally, according He was also co-founder and executive director of the to the information provided, Mr Álvaro Antonio Cardoso equities division of M&B Capital Advisers. S.V., S.A. de Souza is within the maximum number of positions (2000-2008). established in section 26 of Law 10/2014 of 26 June, and he is considered able to devote sufficient time to performing the duties of his position and not subject Mr Javier Botín-Sanz de Sautuola y O´Shea has held to any conflicts of interest. In view of the foregoing, the positions of high responsibility, complexity and suitability thereof for holding the position of director is expertise as part of the management of various thus verified. institutions for more than ten years. He contributes to the board strong international and management experience, particularly in the finance and banking With reference to the evaluation of the work sector, as well as a deep understanding of the and effective dedication of the director since the Santander Group and of its operations and strategy appointment thereof at the ordinary general meeting acquired during his extensive experience as a director of 23 April 2018 became effective (1 April 2018) to of the Bank. the present date, this committee notes the proper

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 31 Therefore, and particularly for the purposes established Business School’s Management Development in Law 10/2014 of 26 June, on the organisation, Programme. supervision and solvency of credit institutions, in Royal Decree 84/2015 of 13 February, implementing Law 10/2014 of 26 June on the organisation, He is currently chairman of Ansorena, S.A. and vice- supervision and solvency of credit institutions, in chairman of the board of trustees of Fundación Banco Santander’s director recruitment, suitability Esperanza y Alegría. assessment and succession policy, and in the internal procedure for the selection and ongoing evaluation of the suitability of key personnel for the performance He has held various positions at Banque BNP Paribas, of banking activities within the Santander Group, this including chairman of the group in Spain. Previously he committee confirms that, at this date, Mr Javier Botín- held various significant positions at Argentaria. He has Sanz de Sautuola y O´Shea possesses the necessary been a member of board of the Asociación Española knowledge and experience to hold the position of de Banca (AEB) and of Bolsas y Mercados Españoles, director of the Company and that he is able to carry out S.A. (BME) and a member of the board of trustees good governance thereof, having assessed the content of the Fundación Española de Banca para Estudios and currency of the reputation and good governance Financieros (FEBEF). questionnaire completed by the subject and the update of his professional background and technical or horizontal skills. Additionally, according to the Mr Ramiro Mato García-Ansorena has significant information provided, Mr Javier Botín-Sanz de Sautuola experience as a business manager and has held y O´Shea is within the maximum number of positions executive positions at the highest level at institutions established in section 26 of Law 10/2014 of 26 June, in the financial sector. During his professional career, and he is considered able to devote sufficient time to he has held positions of responsibility involving a performing the duties of his position and not subject profound understanding of the banking business. He to any conflicts of interest. In view of the foregoing, the contributes to the board significant senior management suitability thereof for holding the position of director is experience, as well as experience in audit, risks and thus verified. strategy, mainly in relation to the financial industry.

With reference to the evaluation of the work and Therefore, and particularly for the purposes established effective dedication of the director from his re-election in Law 10/2014 of 26 June, on the organisation, at the ordinary general meeting of 12 April 2019 to supervision and solvency of credit institutions, in Royal the present date, this committee notes the proper Decree 84/2015 of 13 February, implementing Law performance of the duties of his position as well as his 10/2014 of 26 June on the organisation, supervision attendance at and informed participation in all of the and solvency of credit institutions, in Banco Santander’s meetings of the board. director recruitment, suitability assessment and succession policy, and in the internal procedure for the selection and ongoing evaluation of the suitability of Finally, with respect to the category of director and in key personnel for the performance of banking activities view of the provisions of sub-sections 2 to 4 of section within the Santander Group, this committee confirms 529 duodecies of the Spanish Capital Corporations Law that, at this date, Mr Ramiro Mato García-Ansorena and of article 6.2 of the rules and regulations of the possesses the necessary knowledge and experience to board, this committee considers that Mr Javier Botín- hold the position of director of the Company and that Sanz de Sautuola y O’Shea fulfils the requirements to he is able to carry out good governance thereof, having be considered an external director. assessed the content and currency of the reputation and good governance questionnaire completed by the subject and the update of his professional background (d) Mr Ramiro Mato García-Ansorena and technical or horizontal skills. In particular, according to the information provided, Mr Ramiro Mato García- Ansorena is within the maximum number of positions It is proposed to re-elect him as an independent director established in section 26 of Law 10/2014 of 26 June, for the bylaw-mandated period of three years. and he is considered able to devote sufficient time to performing the duties of his position and not subject to any conflicts of interest. In view of the foregoing, the He has a degree in Economics from the Complutense suitability thereof for holding the position of director is University of Madrid and is a graduate of the Harvard thus verified.

32 2021 Annual General Meeting With reference to the evaluation of the work and investment banking) and the insurance sector. He also effective dedication of the director from the re-election has significant international experience in Europe (UK), thereof at the ordinary general meeting of 12 April 2019 the Middle East and Asia. He has held positions of to the present date, this committee notes the proper high responsibility and complexity at institutions from performance of the duties of his position as well as his different sectors, including the financial sector, for more attendance at 95% of the 40 meetings of the board than thirty years. His experience as a senior executive held since his previous appointment. Also noted is his brings to the board expertise in remuneration, attendance at and informed participation in 97% of the appointments and risk issues. He also has an excellent 94 meetings of the executive committee, 97% of the understanding of investor expectations and broad 30 meetings of the audit committee, and all meetings experience in managing relations with investors and of the risk supervision, regulation and compliance the financial community, acquired in his capacity as and responsible banking, sustainability and culture lead independent director. committees held since his previous appointment.

Therefore, and particularly for the purposes established Finally, with respect to the category of director, this in Law 10/2014 of 26 June, on the organisation, committee considers that Mr Ramiro Mato García- supervision and solvency of credit institutions, in Royal Ansorena fulfils the requirements established in sub- Decree 84/2015 of 13 February, implementing Law section 4 of section 529 duodecies of the Spanish 10/2014 of 26 June on the organisation, supervision Capital Corporations Law and in article 6.2(c) of the and solvency of credit institutions, in Banco Santander’s rules and regulations of the board to be considered an director recruitment, suitability assessment and independent director. succession policy, and in the internal procedure for the selection and ongoing evaluation of the suitability of key personnel for the performance of banking (e) Mr Bruce Carnegie-Brown activities within the Santander Group, this committee confirms that, at this date, Mr Bruce Carnegie-Brown possesses the necessary knowledge and experience It is proposed to re-elect him as an independent director to hold the positions of director, vice chairman and for the bylaw-mandated period of three years. lead independent director of the Company and that he is able to carry out good governance thereof, having assessed the content and currency of the reputation He holds a Master of Arts degree in English Language and good governance questionnaire completed by the and Literature from the University of Oxford. subject and the update of his professional background and technical or horizontal skills. In particular, according to the information provided, Mr Bruce Carnegie- Currently, he is non-executive chairman of Lloyd’s of Brown is within the maximum number of positions London and of Cuvva Limited, and a non-executive established in section 26 of Law 10/2014 of 26 June, director of Santander UK plc and of Santander UK Group and he is considered able to devote sufficient time to Holdings plc. performing the duties of his position and not subject to any conflicts of interest. In view of the foregoing, the suitability thereof for holding the position of director is He was previously non-executive chairman of thus verified. Moneysupermarket.com Group plc (2014-2019), non-executive director of Jardine Lloyd Thompson Group plc (2016-2017) and non-executive chairman With reference to the evaluation of the work and of Aon UK Ltd (2012-2015). He was also founder and effective dedication of the director from the re-election managing partner of the listed private equity division thereof at the ordinary general meeting of 12 April of 3i Group plc and president and CEO of Marsh 2019 to the present date, this committee notes the Europe, S.A. Furthermore, he was lead independent proper performance of the duties of his position as well director of Close Brothers Group plc (2006-2014) and as his attendance at 98% of the 40 meetings of the Catlin Group Ltd (2010-2014). Before that, he worked board held since his previous appointment. Also noted at JPMorgan Chase for eighteen years and at Bank of is his attendance at and informed participation in 87% America for four years. of the 94 meetings of the executive committee, 89% of the 9 meetings of the innovation and technology committee, and all meetings of the appointments Mr. Bruce Carnegie-Brown has an extensive and remuneration committees held since his previous background in the banking sector (particularly appointment. Additionally, due to his broad experience

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 33 within the Santander Group, he has extensive and Three G. To re-elect Mr Bruce Carnegie-Brown as a detailed knowledge of the Company and of its Group, director, with the classification of independent including its governance policies and rules. director.

Finally, with respect to the category of director, this Item Four Re-election of the external auditor for committee considers that Mr Bruce Carnegie-Brown financial year 2021. fulfils the requirements established in sub-section 4 of section 529 duodecies of the Spanish Capital Corporations Law and in article 6.2(c) of the rules It is proposed to re-elect PricewaterhouseCoopers and regulations of the board to be considered an Auditores, S.L. as auditor of the Bank and the Group for independent director. financial year 2021. The proposal has been made by the audit committee, which has submitted it to the board of directors for subsequent submission thereof to the shareholders at Proposals1: the general meeting.

Three A. To set the number of directors at 15, which Pursuant to the provisions of section 40.2 of Law 22/2015 of is within the maximum and the minimum 20 July on Audit of Accounts, five years having elapsed since established by the Bylaws. Mr Alejandro Esnal assumed responsibility for the audit of Banco Santander and its Group, he will be replaced as the partner of PricewaterhouseCoopers Auditores, S.L. with Three B. To ratify the appointment of Ms Gina responsibility for this audit by Mr Julián González Gómez, Lorenza Díez Barroso as a director, whose who has experience as a partner auditing global groups, appointment was approved by the board at mainly in Spain and the United Kingdom, and who has an its meeting of 22 December 2020, with the outstanding track record in the Spanish financial sector. classification of independent director. Mr González Gómez also regularly participates in various international forums on banking supervision and regulation.

With regard to the annual renewal of one-third of the board positions as provided by article 55 of the Bylaws, Proposal: to re-elect the following persons for a new three-year period: For the verification of the annual accounts and of the directors’ report of the Bank and of the consolidated Three C. To re-elect Ms Homaira Akbari as a director, Group corresponding to financial year 2021, to re-elect with the classification of independent PricewaterhouseCoopers Auditores, S.L., with registered director. 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 Three D. To re-elect Mr Álvaro Antonio Cardoso de Cuentas) of the Accounting and Audit of Accounts Institute Souza as a director, with the classification of (Instituto de Contabilidad y Auditoría de Cuentas) of the independent director. Ministry for Economy and Business with number S0242, as external auditor

Three E. To re-elect Mr Javier Botín-Sanz de Sautuola y O´Shea as a director, with the classification Item Five. Amendment of the following articles of the of external director. Bylaws:

Three F. To re-elect Mr Ramiro Mato García-Ansorena Five A. Amendment of articles relating to the as a director, with the classification of issuance of non-convertible debentures: independent director. article 18 (convertible and exchangeable

1 Each of the proposals regarding the setting of the number of directors, their appointment, ratification and re-election made under items Three A to Three G will be submitted to a separate vote.

34 2021 Annual General Meeting Agenda 35 debentures) and article 20 (distribution of needs that might arise due to amendments in legislation powers). or other reasons. A modification of the Bylaws normally provides the appropriate framework to carry out these updates. For this purpose, it is deemed beneficial to the Five B. Amendment of article relating to the corporate interest to propose to the shareholders acting at powers of the general shareholders’ the Bank’s general shareholders’ meeting the amendment meeting (share-based compensation): of certain bylaw provisions, including some new provisions article 20 (distribution of powers). and modifying others which have been in effect until now. Specifically, the proposed amendments involve articles 18 (title and sections 1 and 3), 20 (section 2), 27 (section 6) and Five C. Amendment of articles relating to 34 (sections 2 and 6), and also contemplate the insertion the shareholders’ participation at the of a new article 34 bis regarding remote shareholders’ general shareholders’ meeting: article 27 meetings. (attendance at the general shareholders’ meeting by proxy) and article 34 (distance voting). II. Rationale for and organisation of the proposal

Five D. Amendment of article relating to attending The main purposes of the reform of the Bylaws submitted the meeting from a distance by remote to the shareholders at the general shareholders’ meeting means of communication: article 34 are (i) to give the board of directors the power to issue non- (distance voting). Introducing a new article convertible debentures, as stated in the Law, and to decide 34 bis (remote shareholders’ meeting). on the application of compensation systems consisting of delivery of shares or rights thereto, as well as any other compensation system referenced to the value of the shares REPORT SUBMITTED BY THE BOARD OF DIRECTORS OF when the beneficiaries of such compensation systems BANCO SANTANDER, S.A. REGARDING THE PROPOSALS are not directors of the Bank; (ii) to give the Bank greater REFERRED TO IN ITEM FIVE OF THE AGENDA FOR THE flexibility to process proxies granted and votes cast from a GENERAL SHAREHOLDERS’ MEETING CALLED FOR 25 distance by the shareholders, without prejudice to the board MARCH 2021, ON FIRST CALL, AND FOR 26 MARCH 2021, of directors being able to reduce the advance period required ON SECOND CALL for receipt thereof by the Bank prior to the date on which the general meeting is scheduled to be held, as has been done until now and on occasion of each call to meeting, I. Introduction and purpose of the report giving such advance period the same publicity as that given to the announcement of the call to meeting; and (iii) when so provided by applicable legal provisions, to authorise This report has been prepared in compliance with the the directors to call shareholders’ meetings to be held by provisions of section 286 of the Spanish Capital Corporations remote means only, without the physical attendance of the Law (Ley de Sociedades de Capital) in order to provide a shareholders or their representatives. rationale for the proposed amendments of the Bylaws of Banco Santander, S.A. (the “Bank” or the “Company”), which are submitted for approval of the shareholders at III. Detailed rationale for the proposal the general shareholders’ meeting under item Five on the agenda therefor. The proposed amendments are justified and explained in greater detail below: The Bylaws contain the rules for the organisation of the Bank and, at the same time, establish and define or specify the rights and obligations of the shareholders to the extent 1. Proposed amendment of the title and of sections 1 and allowed by the mandatory rules of law. This scope of the 3 of article 18 and of section 2.(v) of article 20 Bylaws, which explains the natural tendency towards a certain stability of their regulatory content, is not in any way incompatible with the possibility of an amendment The purpose of the amendment of article 18 and of thereof. On the contrary, companies should revise, update section 2.(v) of article 20 of the Bylaws is to give the and technically improve their organisational structure and Bank’s board of directors the power to issue non- operating rules in order to have at all times the appropriate convertible debentures. instruments to respond rapidly and efficiently to changing

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. 34 2021 Annual General Meeting Agenda 35 Section 45.4 of Law 5/2015 of 27 April on promoting approved by the shareholders, given that these corporate financing amended section 406 of the securities are also included in the calculation of the Spanish Capital Corporations Law, providing that the approved limit. management body will have the power to issue non- convertible debentures unless otherwise provided in the bylaws. This amendment aligned Spanish law with The advisability of the bylaw amendment should also our neighbouring legal systems (Germany, France, be assessed based on the nature of the Bank’s business Italy and Holland), which generally entrust the issue of itself, in which debt forms part of the ordinary course of debentures to the management body. The amendment business, which is why it is more efficient for debt to be is also consistent with the fact that the board of handled by the management body. directors has the power to incur debt not represented by securities, without being subject to a quantitative limit approved in advance at a general meeting, and Along these lines, it should also be remembered is particularly useful for financial institutions, the debt that since the amendment of the Spanish Capital issues of which serve a very different purpose from Corporations Law allowing for assignment of the those of other issuers. power to issue non- convertible debentures, the other major Spanish credit institutions have successfully submitted bylaw amendments to the shareholders at Giving this power to issue non-convertible debentures their general shareholders’ meetings in order to assign to the board of directors would provide greater flexibility the power to issue non-convertible debentures to the in issuing debt instruments that are not convertible into board of directors of each of them. new shares of the Bank, which are a key tool for the Bank’s business activities. Thus, although the Bank has been satisfactorily managing its debt issues within The proposed bylaw amendment now submitted will the limit approved by the shareholders at the general bring the rules applicable to the Bank into line with the shareholders’ meetings, there are numerous variables customary practice of Spanish and European financial that could hamper the prediction of the Bank’s specific institutions, in which the management body generally needs to issue debt during a particular period, making has the power to approve the issue of debentures that it advisable that this power be given to the board of are not convertible into new shares of the Company. directors:

As part of the amendment, it is proposed to eliminate the a) the growing issuance needs to comply with references to exchangeable debentures from sections requirements regarding regulatory capital, of 1 and 3 of article 18, as it is considered unnecessary to eligible liabilities for purposes of determining loss- make this specification, although they may be issued absorbing capacity in the event of resolution (TLAC/ with a fixed (determined or determinable) or variable MREL) and of liquidity have increased debt issuance exchange ratio, as has been the case until now and needs in recent years; just like convertible debentures. It is also proposed to eliminate reference thereto in the title, as no reference to exchangeable debentures remains in the proposed b) volatility in the markets may affect the financial text of article 18. plans of the Bank, changing issuance needs due to changes in the availability of different sources of financing; With the proposed amendment, the shareholders will continue to have the power to approve the issue of debentures convertible into shares of the Bank c) crisis situations like the one caused by COVID-19 pursuant to the provisions of section 406 of the may require a higher volume of issues, either directly Spanish Capital Corporations Law, while the board to give the Bank greater liquidity or indirectly to be will be the body with the power to decide on issues of delivered as security in the financing schemes of non-convertible debentures (including exchangeable the central banks, like the Central European Bank; debentures provided that they are not also convertible). and

d) the launch of new banking business lines, like the Bank’s issue of warrants and other securities or issues for customers, may be affected by the limit

36 2021 Annual General Meeting Agenda 37 2. Proposed amendment of section 2.(x) of article 20 In addition, the other important Spanish credit institutions already attribute the power to decide on share-based compensation systems the beneficiaries The purpose of the amendment of section 2.(x) of of which are not directors of the company to the board article 20 of the Bylaws is to give the Bank’s board of of directors. directors the power to decide on the application of compensation systems consisting of delivery of shares or rights thereto, as well as any other compensation Therefore, this with the amendment proposed the system referenced to the value of the shares when bylaw regime will be completely in line with the the beneficiaries of such compensation systems are corporate regulations in force as the general meeting not directors of the Bank, which, at this time and in will retain only the power to decide on compensation accordance with the current wording of the Bylaws, consisting of the delivery of shares or rights thereto, falls under the purview of the shareholders acting at a as well as any other compensation system referenced general meeting. to the value of shares, when the beneficiaries of such compensation systems are directors of the Bank.

The consolidation of the Spanish Public Corporations Law (Ley de Sociedades Anónimas) and the Spanish Notwithstanding the above, all compensation matters Limited Liability Companies Law (Ley de Sociedades that, in accordance with Law 10/2014 of 26 June on de Responsabilidad Limitada) by virtue of which the the organization, supervision and solvency of credit consolidated text of the Spanish Capital Corporations institutions and other banking regulations applicable to Law (Ley de Sociedades de Capital), approved by the the Company, require the approval of the shareholders Royal Legislative Decree 1/2010 of 2 July, failed to acting at the general shareholders’ meeting will include former additional provision four of the first of continue to be submitted to such body for approval. those laws, which established that the compensation in shares or linked to shares for general managers and similar officers, requires the approval of the Likewise, as is customary, the documentation that general shareholders’ meeting, and thus, under the Bank makes available to the shareholders the new Spanish Capital Corporations Law, only when calling an ordinary shareholders’ meeting compensations of this type the beneficiaries of which will include information on the Company’s share- are directors require the approval of the general based compensation plans, over which the Bank’s meeting. Subsequently, Law 31/2014 of 3 December shareholders may exercise their right to receive significantly amended the Spanish Capital Corporations information. Law in relation to compensation matters, but not the abovementioned regime, which is still in force under section 219 of the Spanish Capital Corporations Law 3. Proposed amendment of section 6 of article 27 and which establishes that the general meeting’s approval is only required when the beneficiary of the compensation systems in shares or linked to shares is a It is hereby proposed to include in section 6 of company director. article 27 a paragraph to reflect that, in order to be valid, a proxy granted or notified by means of postal delivery or correspondence or by means of electronic Pursuant to the Bylaws, the approval of the shareholders’ correspondence or communication with the Company meeting is currently required to implement all kinds must be received thereby before midnight on the third of compensation instruments that are in any way working day prior to the date scheduled for the holding linked to the shares, regardless of whether or not the of the meeting on first call, with working days being beneficiaries are directors. Evidently, this significantly understood as Monday to Friday on days that are not reduces the Bank’s scope to implement incentive plans public holidays at the place of the registered office. for its entire general workforce beyond the directors’ The purpose of this amendment is to give the Bank compensation system. Thus, removing the general greater flexibility to process the proxies granted by meeting’s power to decide on the application of this the shareholders, although, as in the past and on the kind of compensation for those who are not directors occasion of each call to meeting, the board of directors of the Company and giving it to the board of directors may reduce the required advance notice, giving it the will enable these kinds of compensation mechanisms same publicity as is given to the announcement of the to be designed and applied more flexibly and promptly. call to meeting.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. 36 2021 Annual General Meeting Agenda 37 4. Proposed amendment of section 2 of article 34 interaction without the need for physical presence. This has been reflected in a variety of social and economic areas, which has allowed us to test the effectiveness of It is hereby proposed to amend section 2 of article 34 remote electronic means of communication, whether in the same way as section 6 of article 27, such that it to purchase products or services, to engage in financial is also provided that, in order to be valid, a vote cast transactions, to exercise rights, to receive training or by postal delivery or correspondence or by electronic simply to interact with other people. Proxy advisors correspondence or communication with the Company have not been oblivious to this tendency, which, must be received thereby before midnight on the third following a case-by-case analysis, have started to be working day prior to the date scheduled for the holding open to the possibility of holding meetings exclusively of the meeting on first call, with working days being by remote means. understood as Monday to Friday on days that are not public holidays at the place of the registered office. Like the proposal made with respect to article 27, the (ii) Regulatory evolution: the evolution of company purpose of this amendment is to give the Bank greater regulations has not been oblivious to this reality, to the flexibility to process the votes cast from a distance by extent that the regulations of temporary nature issued the shareholders, although, as in the past and on the as a consequence of the pandemic even allowed the occasion of each call to meeting, the board of directors holding of meetings exclusively by remote means, may reduce the required advance notice, giving it the as was the case of the general meeting held on 3 same publicity as is given to the announcement of the April 2020. Although this provision, which allowed call to meeting. the holding of general meetings in this way even to companies that, unlike the Bank, did not have bylaw provisions permitting the attendance by remote 5. Proposed transfer of section 6 of article 34 and means, is no longer in effect, it can be expected that, proposed insertion of a new article 34 bis within the context of the transposition of Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive It is hereby proposed to eliminate section 6 of article 34 2007/36/EC as regards the encouragement of long- and to insert a new article 34 bis that: term shareholder engagement, which is now going through the parliamentary procedure, there will be an enabling provision, apart from temporary or (a) would include the former section 6 of article 34 exceptional regulations associated with the pandemic, (section 1); so that general meetings can be held exclusively by remote means. This is contemplated in one of the amendments to the bill submitted by the Government. (b) would add the provision that general meetings may be called to be held exclusively by remote means (section 2); and Moreover, this is already allowed in other legal systems and is likely to become a reality in Spain at some point in the future. For this reason, the proposed (c) would include a specific rule governing the right to bylaw amendment allowing the Bank’s shareholders’ receive information exercised by those attending meetings to be held exclusively by remote means is remotely (section 3). subject to this possibility being allowed under the applicable legal provisions and subject to the conditions laid down in said provisions. The proposal is intended to authorise the call by directors of meetings to be held exclusively by remote means, without the physical attendance of the shareholders or (iii) Digitalisation of the Santander Group: this proposal their representatives, and is justified by the following is part of the process of accelerating the Group’s considerations: digitalisation and the Bank’s ongoing efforts to remain at the forefront of both its core business and its relationship with shareholders and investors. In 2004 (i) Paradigm shift and growing use of digital media: the Banco Santander was one of the first Spanish companies health and social crisis resulting from the COVID-19 to allow not only electronic proxy granting and voting, pandemic has completely transformed our way of but also attendance at meetings through real-time relating to the world, forcing us to reinvent ourselves remote means of communication. Since then, Banco in a way that allows the continuation of our social Santander has made available to its shareholders a

38 2021 Annual General Meeting Agenda 39 remote attendance application, developed by the Bank - cast votes, itself, which ensures that the shareholders are able to fully exercise their rights to remotely attend and participate in general meetings in real time. - make presentations,

Allowing meetings to be held exclusively by remote - make proposals and means is one more step in the Bank’s ongoing digitalisation process in all areas. - send communications to the Notary.

(iv) Guarantee and protection of shareholder rights: the remote attendance application developed by the The best proof of this is that the attendance and Bank, which has been used by the shareholders since participation figures for the general meeting held the 2005 ordinary general meeting, offers the same exclusively by remote means on 3 April 2020 do not opportunities to participate in general meetings as if differ substantially from those recorded at the general attending in person, and they can therefore: meetings held in hybrid format on 27 October 2020, 12 April 2019 and 23 March 2018.

- view the entire meeting during its live broadcast,

Ordinary general Ordinary general Ordinary general Ordinary general meeting of October meeting of April 2020 meeting of April 2019 meeting of March 2018 2020 (hybrid) (exclusively remote) (hybrid) (hybrid)

% of shareholders present in person or 60.342% 65.005% 68.505% 64.547% by proxy

Presentations made by those attending 14 23 38 36 the meeting

Communications to the notary made by 2 4 1 0 those attending the meeting

Proposed resolutions not on the agenda submitted by 15 16 15 14 attendees and voted on at the general meeting

The attendance and participation figures of the only by remote means– further prove that the means general meeting held exclusively by remote means made available by the Bank to its shareholders (or on the last 3 April 2020 –very similar, as mentioned, their representatives) to attend and participate at the to those of any other shareholders’ meeting held not meeting remotely are appropriate.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. 38 2021 Annual General Meeting Agenda 39 Furthermore, the resources that the Bank - Since the date of the call of the meeting and makes available to its shareholders (and their until it is held, shareholders are provided representatives), together with the experience a contact email address and telephone and expertise acquired, ensure that shareholders’ number to request further information or to rights are respected and satisfied and their resolve doubts about attending the meeting informed participation. For instance, the Bank has remotely. These contact details are provided in been adopting the following measures so that several documents available to shareholders, shareholders (or their representatives) have at all including the notice of call to the meeting. times the necessary information to attend and participate at the shareholders’ meeting by electronic means: - Since 2020, an explanatory guide that sets out, including screen examples and using plain language, the procedure that shareholders (or - The remote attendance system allows their representatives) must abide by to attend shareholders (or their representatives) to and participate at the meeting by electronic follow the meeting live, though audio or video, means is available on the corporate website. participate in writing, view the participations of the rests of attendees, cast their votes in real time, whether on items on the agenda or - The website also includes, in addition to the those which, as prescribed by law, are raised guide, a document with FAQs that sets out at the shareholders’ meeting itself and are information regarding the remote attendance not on the agenda, as well as interact with the to meetings. notary public who is recording the minutes of the meeting. - Shareholders (or their representatives) are kindly asked to confirm their intention to - The notice of the call to the meeting sets remotely attend the meeting by email in order out the procedures and rules for remote to ensure the quality of the connection of the attendance, developing the regulation in remote channel of attendance to the meeting the Additional Provision of the Rules and and to provide them with the explanatory Regulations for the General Shareholders’ guide to facilitate the connection and their Meeting. participation at the meeting.

Among other items, the notice of the call to - Shareholders need not download or install the meeting informs shareholders about the any app or software to attend the general following matters: meeting remotely. This can be done through the browser on any computer device, through mobile devices as the website has been ▪ how long before the start of the optimised to this end. meeting a shareholder (or his or her representative) who wishes to attend the shareholders’ meeting - A telephone helpline is available to must connect in order to be deemed shareholders (or their representatives) to help present; them connect and register on the day of the meeting.

▪ how attendants can participate at the meeting and until when they can do - The shareholders’ meeting is broadcast live in so; and Spanish and English and in sign language for those who have hearing impairments.

▪ the rules on voting the items that are put to vote. In addition to the above, note that, historically, the proposed resolutions submitted for approval at the shareholders’ meeting of the Bank have had high levels of support, being approved, in general terms,

40 2021 Annual General Meeting Agenda 41 with very large majorities, which shows that the meeting in person. Also included is a provision to the Bank is actively engaged and in close and permanent effect that requests for information answered after contact with all its shareholders (both institutional the meeting because the information is not available and minority shareholders). while the meeting is being held will be published on the corporate website for the general information of all shareholders. Finally and in keeping with the above, the proposed amendment expressly includes as a condition for holding general meetings solely by remote means Likewise, and as the Bank already does, the valid that all attendees, complying with the requirements requests for information, clarification or questions established in each case, be able to participate asked by shareholders exercising their right to receive effectively in the meeting by any remote means of information prior to the shareholders’ meeting communication permitted by applicable law from and any answers provided by the directors, will be time to time, in line furthermore with the Additional disclosed on the Bank’s corporate website. Provision of the Rules and Regulations of the General Shareholders’ Meeting. The text of the proposed bylaw amendments has been divided into four items on the agenda (Five A, Five B, Five (v) Greater flexibility: the ability to hold general meetings C and Five D) for purposes of the vote thereon. Each one of exclusively by remote means gives the Bank greater them corresponds to a block of articles, separated by subject flexibility, which can be very useful in situations matter: where it is advisable to hold them in this format, for example due to restrictions on free movement or on meetings like those imposed by the authorities in (i) The first block (corresponding to item Five A of the recent months due to the health crisis. Similarly, the agenda) consists of the proposed amendment ability to hold meetings exclusively by remote means regarding article 18 (convertible and exchangeable can facilitate the organisation and holding of not only debentures) and article 20 (distribution of powers), ordinary meetings but also extraordinary meetings as regard to the bylaw provisions relating to the that need to be prepared at short notice, minimising issuance of debentures by the Company. the logistical constraints and travel requirement of holding a meeting in person. (ii) The second block (corresponding to item Five B of the agenda) consists of the proposed amendment (vi) Efficiency: meetings held exclusively by remote regarding article 20 (distribution of power), as regard means can be organised in a more streamlined to the bylaw provisions relating to compensation and cost-effective way than in-person or physical linked to the Company shares. meetings, which is clear for companies such as the Bank with millions of shareholders. This can be to the advantage of both the Bank and the shareholders (iii) The third block (corresponding to item Five C of the themselves, without undermining the latter’s rights agenda) encompasses the proposed amendments or opportunities to participate. that concern the participation of the shareholders in the general meeting prior to the holding thereof. This block includes the proposed amendments of articles (vii) Specific and more protective regulation of the right 27 (attendance at the general shareholders’ meeting to receive information: the proposal also includes by proxy) and 34 (distance voting). a specific regulation governing the right to receive information exercised by those attending the meeting remotely in real time, which is on a par with (iv) Finally, the fourth block (corresponding to item the existing regulation for those attending in person, Five D of the agenda) encompasses the proposed thus going beyond what is currently provided for by amendments that concern remote attendance at law, to the benefit of the shareholders. To this end, it the meeting and the call to and holding of meetings is expected that, instead of answering these requests exclusively by remote means. This block includes the for information within seven days of the meeting, as proposed amendment to article 34 (distance voting) provided for in the current section 182 of the Spanish and the insertion of a new article 34 bis (remote Capital Corporations Law, they will be dealt with, as shareholders’ meeting). far as possible, at the meeting itself, as is generally the case with requests made by those attending the

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. 40 2021 Annual General Meeting Agenda 41 It is stated for the record that, pursuant to the provisions of section 4.2.c) of Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions, and of section 10 of Royal Decree 84/2015 of 13 February implementing Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions, the proposed amendments of bylaw provisions covered by this report are subject to receipt of the applicable regulatory approval.

For easier identification and understanding of the proposed amendments, attached to this report as an Exhibit, for information purposes only, is a table providing a comparative view of the bylaw provisions proposed to be amended: the column on the left contains a transcription of the text currently in force, and the column on the right, the text of the proposed amendment.

42 2021 Annual General Meeting EXHIBIT

COMPARATIVE INFORMATION REGARDING THE PROVISIONS OF THE BYLAWS PROPOSED TO BE AMENDED

CURRENT TEXT PROPOSED AMENDMENT

Bylaw amendments proposed under items Five A and Five B of the agenda

Artícle 18. Convertible and exchangeable debentures Artícle 18. Convertible and exchangeable debentures

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

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

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

Article 20. Distribution of powers Article 20. Distribution of powers

1. The corporate decision-making bodies of the 1. The corporate decision-making bodies of the Company are the shareholders acting at a general Company are the shareholders acting at a general shareholders’ meeting and the board of directors. shareholders’ meeting and the board of directors.

2. The general shareholders’ meeting has the power to 2. The general shareholders’ meeting has the power to decide on all matters assigned to it by the law or the decide on all matters assigned to it by the law or the bylaws. Specifically and merely by way of example, it bylaws. Specifically and merely by way of example, it has the following powers: has the following powers:

(i) To appoint and remove the directors and to (i) To appoint and remove the directors and to ratify or revoke the interim appointments ratify or revoke the interim appointments of such directors made by the board itself, of such directors made by the board itself, as well as to examine and approve their as well as to examine and approve their

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 43 performance and to exempt the directors performance and to exempt the directors from the legal prohibitions regarding conflicts from the legal prohibitions regarding conflicts of interest when the law necessarily assigns of interest when the law necessarily assigns such power to the shareholders at the general such power to the shareholders at the general shareholders’ meeting; shareholders’ meeting;

(ii) To appoint and remove the external auditor (ii) To appoint and remove the external auditor and liquidators; and liquidators;

(iii) To commence claims for liability against (iii) To commence claims for liability against directors, liquidators and the external auditor; directors, liquidators and the external auditor;

(iv) To approve, if appropriate, the annual (iv) To approve, if appropriate, the annual accounts and corporate management and accounts and corporate management and adopt resolutions on the allocation of results, adopt resolutions on the allocation of results, as well as to approve, also if appropriate, the as well as to approve, also if appropriate, the consolidated annual accounts; consolidated annual accounts

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

(vi) To authorize the board of directors to increase (vi) To authorize the board of directors to increase the share capital, pursuant to the provisions the share capital, pursuant to the provisions of the Spanish Capital Corporations Law and of the Spanish Capital Corporations Law and of these bylaws; of these bylaws;

(vii) To authorize the acquisition of the Company’s (vii) To authorize the acquisition of the Company’s own stock; own stock;

(viii) To decide on the exclusion or limitation of (viii) To decide on the exclusion or limitation of pre-emptive rights, without prejudice to the pre-emptive rights, without prejudice to the possibility of delegating this power to the possibility of delegating this power to the directors as provided by law; directors as provided by law;

(ix) To decide upon matters submitted to the (ix) To decide upon matters submitted to the shareholders at the general shareholders’ shareholders at the general shareholders’ meeting by resolution of the board of meeting by resolution of the board of directors; directors;

44 2021 Annual General Meeting (x) To approve the director remuneration (x) To approve the director remuneration policy as provided by law and to decide on policy as provided by law and to decide on the application of compensation systems the application of compensation systems consisting of the delivery of shares or rights consisting of the delivery of shares or rights thereto, as well as any other compensation thereto, as well as any other compensation system referenced to the value of the shares, system referenced to the value of the regardless of who the beneficiary of such shares, when the beneficiaries of such compensation systems may be; compensation systems are directors of the Bank; regardless of who the beneficiary of such compensation systems may be;

(xi) To approve the transfer to subsidiaries of the (xi) To approve the transfer to subsidiaries of the essential activities carried out until that time essential activities carried out until that time by the Company itself, though it retains full by the Company itself, though it retains full ownership thereof; ownership thereof;

(xii) To approve the acquisition, disposition or (xii) To approve the acquisition, disposition or contribution to another company of essential contribution to another company of essential operating assets; and operating assets; and

(xiii) To approve transactions whose effect (xiii) To approve transactions whose effect is tantamount to the liquidation of the is tantamount to the liquidation of the Company. For purposes of the provisions in Company. For purposes of the provisions in sub-sections (xi) and (xii), the asset or activity sub-sections (xi) and (xii), the asset or activity shall be presumed essential if the amount of shall be presumed essential if the amount of the transaction exceeds twenty-five percent the transaction exceeds twenty-five percent of the value of the assets as recorded in the of the value of the assets as recorded in the last balance sheet. last balance sheet.

3. The powers not assigned by law or the bylaws to 3. The powers not assigned by law or the bylaws to the shareholders acting at a general shareholders’ the shareholders acting at a general shareholders’ meeting shall be exercised by the board of directors. meeting shall be exercised by the board of directors.

Bylaw amendments proposed under items Five C and Five D of the agenda

Article 27. Attendance at the general shareholders’ Article 27. Attendance at the general shareholders’ meeting by proxy meeting by proxy

1. All shareholders having the right to attend the meeting 1. All shareholders having the right to attend the meeting may be represented at a general shareholders’ may be represented at a general shareholders’ meeting by giving their proxy to another person, meeting by giving their proxy to another person, even if such person is not a shareholder. The proxy even if such person is not a shareholder. The proxy shall be granted in writing or by electronic means. shall be granted in writing or by electronic means.

2. Proxies shall be granted specially for each meeting, 2. Proxies shall be granted specially for each meeting, except where the representative is the spouse or an except where the representative is the spouse or an ascendant or descendant of the shareholder giving ascendant or descendant of the shareholder giving the proxy, or where the proxy-holder holds a general the proxy, or where the proxy-holder holds a general power of attorney executed as a public instrument power of attorney executed as a public instrument

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 45 with powers to manage the assets of the represented with powers to manage the assets of the represented party in the Spanish territory. party in the Spanish territory.

3. If the directors or another person acting on behalf 3. If the directors or another person acting on behalf or in the interest of any of them have made a or in the interest of any of them have made a public solicitation for proxies, the director or other public solicitation for proxies, the director or other person obtaining such proxy may not exercise the person obtaining such proxy may not exercise the voting rights attaching to the represented shares in voting rights attaching to the represented shares in connection with any items in respect of which the connection with any items in respect of which the director or such other person is subject to a conflict director or such other person is subject to a conflict of interest, and in any event in connection with of interest, and in any event in connection with decisions relating to (i) his appointment, re-election decisions relating to (i) his appointment, re-election or ratification, removal, dismissal or withdrawal or ratification, removal, dismissal or withdrawal as director, (ii) the institution of a derivative action as director, (ii) the institution of a derivative action [acción social de responsabilidad] against him, or (iii) [acción social de responsabilidad] against him, or (iii) the approval or ratification of transactions between the approval or ratification of transactions between the Company and the director in question, companies the Company and the director in question, companies controlled or represented by him, or persons acting controlled or represented by him, or persons acting for his account. The foregoing provisions shall not for his account. The foregoing provisions shall not apply to those cases in which a director has received apply to those cases in which a director has received precise voting instructions from the represented party precise voting instructions from the represented party with respect to each of the items submitted to the with respect to each of the items submitted to the shareholders at the general shareholders’ meeting, shareholders at the general shareholders’ meeting, as provided by the Spanish Capital Corporations Law. as provided by the Spanish Capital Corporations Law.

In contemplation of the possibility that a conflict In contemplation of the possibility that a conflict arises, a proxy may be granted to another person in arises, a proxy may be granted to another person in the alternative. the alternative.

4. If the proxy has been obtained by means of public 4. If the proxy has been obtained by means of public solicitation, the document evidencing the proxy must solicitation, the document evidencing the proxy must contain or have the agenda attached thereto, as well contain or have the agenda attached thereto, as well as the solicitation of instructions for the exercise of as the solicitation of instructions for the exercise of voting rights and the way in which the proxy- holder voting rights and the way in which the proxy- holder will vote in the event that specific instructions are not will vote in the event that specific instructions are not given, subject in all cases to the provisions of the law. given, subject in all cases to the provisions of the law.

5. When a proxy is granted or notified to the Company 5. When a proxy is granted or notified to the Company by remote means of communication, it shall only be by remote means of communication, it shall only be deemed valid if the grant is made: deemed valid if the grant is made:

a) by hand-delivery or postal correspondence, a) by hand-delivery or postal correspondence, sending the Company the duly signed and sending the Company the duly signed and completed attendance and proxy card, or by completed attendance and proxy card, or by other written means that, in the judgment of other written means that, in the judgment of the board of directors recorded in a resolution the board of directors recorded in a resolution adopted for such purpose, allows for due adopted for such purpose, allows for due confirmation of the identity of the shareholder confirmation of the identity of the shareholder granting the proxy and of the representative granting the proxy and of the representative being appointed, or being appointed, or

46 2021 Annual General Meeting b) by electronic correspondence or b) by electronic correspondence or communication with the Company, including communication with the Company, including an electronic copy of the attendance and an electronic copy of the attendance and proxy card; such electronic copy shall specify proxy card; such electronic copy shall specify the representation being granted and the the representation being granted and the identity of the party represented, and shall identity of the party represented, and shall include the electronic signature or other include the electronic signature or other form of identification of the shareholder form of identification of the shareholder being represented, in accordance with the being represented, in accordance with the conditions set by the board of directors conditions set by the board of directors recorded in a resolution adopted for such recorded in a resolution adopted for such purpose in order to ensure that this system of purpose in order to ensure that this system of representation includes adequate assurances representation includes adequate assurances regarding authenticity and the identity of the regarding authenticity and the identity of the shareholder represented. shareholder represented.

6. In order to be valid, a proxy granted or notified by any 6. In order to be valid, a proxy granted or notified by any of the foregoing means of remote communication of the foregoing means of remote communication must be received by the Company before midnight must be received by the Company before midnight of the third day prior to the date the shareholders’ of the third working day prior to the date the meeting is to be held on first call. In the resolution shareholders’ meeting is to be held on first call, approving the call to the meeting in question, the with working days being understood as Monday board of directors may reduce the required notice to Friday on days that are not public holidays at period, disseminating this information in the same the place of the registered office. In the resolution manner as it disseminates the announcement of the approving the call to the meeting in question, the call to meeting. Pursuant to the provisions of Article board of directors may reduce the required notice 34.5 below, the board may further develop the period, disseminating this information in the same foregoing provisions regarding proxies granted by manner as it disseminates the announcement of remote means of communication. 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.

7. A proxy is always revocable. In order to be enforceable, 7. A proxy is always revocable. In order to be enforceable, the revocation of a proxy must be notified to the the revocation of a proxy must be notified to the Company by complying with the same requirements Company by complying with the same requirements established for notification of the appointment of a established for notification of the appointment of a representative or otherwise result from application of representative or otherwise result from application of the rules of priority among proxy-granting, distance the rules of priority among proxy-granting, distance voting and personal attendance at the meeting that voting and personal attendance at the meeting that are set forth in the respective announcement of are set forth in the respective announcement of the call to meeting. In particular, attendance at the the call to meeting. In particular, attendance at the shareholders’ meeting, whether physically or by shareholders’ meeting, whether physically or by casting a distance vote, shall entail the revocation of casting a distance vote, shall entail the revocation of any proxy that may have been granted, regardless any proxy that may have been granted, regardless of the date thereof. A proxy shall also be rendered of the date thereof. A proxy shall also be rendered void by any transfer of shares of which the Company void by any transfer of shares of which the Company becomes aware. becomes aware.

8. The proxy may include items which, even if not 8. The proxy may include items which, even if not included in the agenda, may be discussed at the included in the agenda, may be discussed at the shareholders’ meeting because the law so permits. shareholders’ meeting because the law so permits. If the proxy does not include such items, it shall be If the proxy does not include such items, it shall be deemed that the shareholder granting the proxy deemed that the shareholder granting the proxy

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 47 instructs his representative to abstain when such instructs his representative to abstain when such items are put to the vote. items are put to the vote.

Article 34. Distance voting Article 34. Distance voting

1. Shareholders entitled to attend and to vote may 1. Shareholders entitled to attend and to vote may cast their vote on proposals relating to items on the cast their vote on proposals relating to items on the agenda for any general shareholders’ meeting by the agenda for any general shareholders’ meeting by the following means: following means:

(i) by hand-delivery or postal correspondence, (i) by hand-delivery or postal correspondence, sending the Company the duly signed sending the Company the duly signed attendance and voting card (together with the attendance and voting card (together with the ballot form, if any, provided by the company), ballot form, if any, provided by the company), or other written means that, in the judgment or other written means that, in the judgment of the board of directors recorded in a of the board of directors recorded in a resolution adopted for such purpose, allows resolution adopted for such purpose, allows for the due verification of the identity of the for the due verification of the identity of the shareholder exercising his voting rights; or shareholder exercising his voting rights; or

(ii) by electronic correspondence or (ii) by electronic correspondence or communication with the Company, which communication with the Company, which shall include an electronic copy of the shall include an electronic copy of the attendance and voting card (together with the attendance and voting card (together with the ballot form, if any, provided by the Company); ballot form, if any, provided by the Company); such electronic copy shall include the such electronic copy shall include the shareholder´s electronic signature or other shareholder’s electronic signature or other form of identification of the shareholder, in form of identification of the shareholder, in accordance with the conditions set by the accordance with the conditions set by the board of directors recorded in a resolution board of directors recorded in a resolution adopted for such purpose to ensure that this adopted for such purpose to ensure that this voting system includes adequate assurances voting system includes adequate assurances regarding authenticity and the identity of the regarding authenticity and the identity of the shareholder exercising his vote. shareholder exercising his vote.

2. In order to be valid, a vote cast by any of the 2. In order to be valid, a vote cast by any of the aforementioned means must be received by the aforementioned means must be received by the Company before midnight on the third day prior to Company before midnight on the third working the date the shareholders’ meeting is to be held day prior to the date the shareholders’ meeting is on first call. Otherwise, the vote shall be deemed to be held on first call, with working days being not to have been cast. The board of directors may understood as Monday to Friday on days that are reduce the required notice period, disseminating this not public holidays at the place of the registered information in the same manner as it disseminates office. Otherwise, the vote shall be deemed not to the announcement of the call to meeting. 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.

3. Shareholders casting their vote from a distance 3. Shareholders casting their vote from a distance pursuant to the provisions of this article shall be pursuant to the provisions of this article shall be

48 2021 Annual General Meeting deemed present for the purposes of constituting deemed present for the purposes of constituting a quorum for the general shareholders’ meeting in a quorum for the general shareholders’ meeting in question. Therefore, any proxies granted prior to the question. Therefore, any proxies granted prior to the casting of such vote shall be deemed revoked and casting of such vote shall be deemed revoked and any such proxies thereafter granted shall be deemed any such proxies thereafter granted shall be deemed not to have been granted. not to have been granted.

4. Any vote cast from a distance as set forth in this article 4. Any vote cast from a distance as set forth in this article shall be rendered void by physical attendance at the shall be rendered void by physical attendance at the Meeting by the shareholder who cast such vote or by Meeting by the shareholder who cast such vote or by a transfer of shares of which the Company becomes a transfer of shares of which the Company becomes aware. aware.

5. The board of directors may expand upon the 5. The board of directors may expand upon the foregoing provisions, establishing such instructions, foregoing provisions, establishing such instructions, rules, means and procedures to document the casting rules, means and procedures to document the casting of votes and grant of proxies by remote means of of votes and grant of proxies by remote means of communication as may be appropriate, in accordance communication as may be appropriate, in accordance with the state of technology and conforming to any with the state of technology and conforming to any regulations issued in this regard and to the provisions regulations issued in this regard and to the provisions of these bylaws. Furthermore, in order to prevent of these bylaws. Furthermore, in order to prevent potential deception, the board of directors may take potential deception, the board of directors may take any measures required to ensure that anyone who any measures required to ensure that anyone who has cast a distance vote or granted a proxy is duly has cast a distance vote or granted a proxy is duly empowered to do so pursuant to the provisions of empowered to do so pursuant to the provisions of these bylaws. Any implementing rules adopted by these bylaws. Any implementing rules adopted by the board of directors pursuant to the provisions the board of directors pursuant to the provisions hereof shall be published on the Company’s website. hereof shall be published on the Company’s website.

6. Remote attendance at the shareholders’ meeting 6. Remote attendance at the shareholders’ meeting via simultaneous teleconference and the casting of via simultaneous teleconference and the casting a remote, electronic vote shall be governed by the of a remote, electronic vote shall be governed by rules and regulations for the general meeting. the rules and regulations for the general meeting.

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 may give the board of directors the power to regulations regarding all required procedural setregulations regarding all required procedural aspects, including, among other issues, how early aspects, including, among other issues, how a shareholder must connect in order to be deemed early a shareholder must connect in order to present, the procedure and rules applicable for be deemed present, the procedure and rules shareholders attending remotely to exercise their applicable for shareholders attending remotely rights, the length of the period, if any, prior to to exercise their rights, the length of the period, the meeting within which those who will attend if any, prior to the meeting within which those by means of data transmission must send their who will attend by means of data transmission participation statements and proposed resolutions, must send their participation statements and the identification that may be required of such proposed resolutions, the identification that may remote attendees, and their impact on how the list be required of such remote attendees, and their of attendees is compiled, all in compliance with the impact on how the list of attendees is compiled, Law, the bylaws and the rules and regulations for the all in compliance with the Law, the bylaws and the general shareholders’ meeting. rules and regulations for the general shareholders’ meeting.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 49 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.

50 2021 Annual General Meeting 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

Proposals1: to the board of directors the power to issue convertible debentures, including, if applicable, the power to Five A exclude preemptive rights. The board of directors may make use of this delegation on one or more occasions As regards the bylaw provisions regarding the issue within a maximum period of five of debentures by the Company, it is hereby resolved years. The shareholders acting at a to include the following amendments to the Bylaws: general shareholders’ meeting may also authorize the board of directors to determine the time when the issuance (i) To amend article 18 of the Bylaws, which approved is to be carried out and to shall hereafter read as follows: set the other terms not specified in the resolution of the shareholders.”

“Article 18. Convertible debentures (ii) To amend paragraph (v) of section 2 of article 20 of the Bylaws, without changing the 1. Convertible debentures may be issued other sections and paragraphs of said article at a fixed (determined or determinable) (without prejudice to the proposal made or variable exchange ratio. under item Five B), such that paragraph (v) of section 2 of article 20 shall hereafter read as follows: 2. The pre-emptive rights of the shareholders in connection with the issuance of convertible debentures “(v) To adopt resolutions on the issuance may be excluded as provided by law. of debentures or other fixed-income securities that are convertible into shares of the Company, any 3. The shareholders acting at a general capital increase or reduction, the shareholders’ meeting may delegate transformation, merger or split off,

1 Each of the proposals made under items Five A, Five B, Five C and Five D will be submitted to a separate vote.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 51 the overall assignment of assets days being understood as Monday and liabilities, the relocation of the to Friday on days that are not public registered office abroad and the holidays at the place of the registered dissolution of the Company and, office. In the resolution approving the in general, any amendment of the call to the meeting in question, the bylaws, except when the law assigns board of directors may reduce the such power to the directors with required notice period, disseminating respect to any of the aforementioned this information in the same manner matters;” as it disseminates the announcement of the call to meeting. Pursuant to the provisions of Article 34.5 below, Five B the board may further develop the foregoing provisions regarding proxies granted by remote means of As regards the bylaw provisions concerning the communication.” 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 (ii) To amend section 2 of article 34 of the other sections and paragraphs of said article (without Bylaws, without changing the other sections prejudice to the proposal made under item Five A), of such article (without prejudice to the such that paragraph (x) of section 2 of article 20 shall proposal made under item Five D), such that hereafter read as follows: said section 2 of article 34 shall hereafter read as follows:

“(x) To approve the director remuneration policy as provided by law and to decide on “2. In order to be valid, a vote cast by any the application of compensation systems of the aforementioned means must consisting of the delivery of shares or rights be received by the Company before thereto, as well as any other compensation midnight on the third working day system referenced to the value of the shares, prior to the date the shareholders’ when the beneficiaries of such compensation meeting is to be held on first call, systems are directors of the Bank;” with working days being understood as Monday to Friday on days that are not public holidays at the place of the Five C registered office. Otherwise, the vote shall be deemed not to have been cast. The board of directors may reduce the As regards the bylaw provisions concerning the required notice period, disseminating remote participation of the shareholders in the this information in the same manner general meeting prior to the holding thereof, as it disseminates the announcement it is hereby resolved to include the following of the call to meeting.” amendments to the Bylaws:

Five D (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 As regards the bylaw provisions regarding shall hereafter read as follows: 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 “6. In order to be valid, a proxy granted amendments to the Bylaws: or notified by any of the foregoing means of remote communication must be received by the Company before (i) To eliminate section 6 of article 34 of the midnight of the third working day prior Bylaws, without changing the other sections to the date the shareholders’ meeting of such article (without prejudice to the is to be held on first call, with working proposal made under item Five B).

52 2021 Annual General Meeting (ii) To insert after article 34 a new article 34 bis in their rights to make presentations, the Bylaws, which shall read as follows: receive information, make proposals and vote, as well as to follow the presentations of the other attendees “Article 34 bis. Remote shareholders’ meeting by the means made available, based on the state of the art and the Company’s circumstances, particularly 1. Attendance at the shareholders’ the number of shareholders. The meeting by remote and simultaneous provisions of section 1 above shall also means and the casting of a remote apply. The members of the board of electronic vote during the meeting directors may attend the meeting by shall be governed by the rules and remote connection or, as the case may regulations for the general meeting. be, from the actual place where it is broadcast.

The rules and regulations for the general meeting may give the board of The announcement of the call to directors the power to set regulations meeting shall state the reasons for regarding all required procedural holding the meeting exclusively by aspects, including, among other issues, remote means and shall describe the how early a shareholder must connect steps and procedures to register and in order to be deemed present, the to prepare the list of attendees, for the procedure and rules applicable for attendees to exercise their rights, and shareholders attending remotely to for the proceedings of the meeting to exercise their rights, the length of the be accurately reflected in the minutes. period, if any, prior to the meeting within which those who will attend remotely must send their presentations and 3. Replies to shareholders or their proposed resolutions, the identification representatives attending the meeting that may be required of such remote through real-time remote means of attendees, and their impact on how communication who exercise their the list of attendees is compiled, all in right to request information during compliance with the law, the bylaws the meeting shall be provided during and the rules and regulations for the the meeting, unless it is not possible general shareholders’ meeting. to do so at that time, in which case the directors shall be required to provide the information requested in 2. In addition, when permitted by writing within seven days of the close applicable legal provisions and subject of the meeting. In the latter case, the to the conditions established therein, answers provided shall be published general shareholders’ meetings may on the corporate website.” be called to be held exclusively by remote means, without the physical attendance of shareholders or their Pursuant to the provisions of section 4.2.c) of Law 10/2014 representatives. of 26 June on the organisation, supervision and solvency of credit institutions, and section 10 of Royal Decree 84/2015 of 13 February, implementing Law 10/2014 of 26 June A meeting can be held exclusively on the organisation, supervision and solvency of credit by remote means only if the identity institutions, the foregoing proposed bylaw amendments and standing of the shareholders are subject to receipt of the applicable regulatory approval. and their representatives are duly guaranteed and if all attendees are able to participate effectively in the Item Six Amendment of the following articles of meeting by the remote means of the Rules and Regulations for the General communication allowed by applicable Shareholders’ Meeting: legal provisions from time to time in effect, both to exercise in real time

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 53 Six A. Amendment of article 2 (General a technical specification in the regulatory regulation in Shareholders’ Meeting), relating relation to the mechanisms for proxy-granting and distance to the powers of the shareholders voting to make explicit that they may also be conferred and at a general meeting (issuance of cast by telephone when such possibility is contemplated in debentures). the corresponding announcement of the call to the meeting; and (iii) including additional technical improvements.

Six B. Amendment of article 2 (General Shareholders’ Meeting), relating First, under item Six A of the agenda, it is proposed to to the powers of the shareholders amend subsection VI of section 2 of article 2 of the Rules at a general meeting (share-based and Regulations for the Meeting, to specify that the issue compensation). of debentures and other fixed-income securities is within the purview of the shareholders acting at a general shareholders’ meeting only when they are convertible into Six C. Amendment of article 8 (proxies), shares of the Company. Like the amendment of section 2.(v) relating to proxy representation at a of article 20 of the Bylaws proposed under item Five A, this general meeting. is intended to give the Bank’s board of directors the power to issue non- convertible debentures.

Six D. Amendment of article 20 (voting by distance means of communication), Second, under item Six B of the agenda, it is proposed to relating to the means for distance amend subsection XII of section 2 of article 2 of the Rules voting. and Regulations for the Meeting to clarify that the power to decide on the application of compensation systems consisting of the delivery of shares or rights thereto, as well Six E. Amendment of article 26 as any other compensation system referencing the value (publication of resolutions), relating of the shares falls under the purview of the shareholders to publication of the resolutions acting at a general meeting only when the beneficiaries of approved at the general meeting. such compensation systems are directors of the Bank. The purpose of this amendment, similarly to that of section 2.(x) of article 20 of the Bylaws under item Five B, is to give PROPOSAL SUBMITTED BY THE BOARD OF DIRECTORS OF the board of directors of the Bank the power to decide on BANCO SANTANDER, S.A. REGARDING ITEM SIX OF THE the application of compensation systems consisting of the AGENDA FOR THE GENERAL SHAREHOLDERS’ MEETING delivery of shares or rights thereto, as well as any other CALLED FOR 25 MARCH 2021, ON FIRST CALL, AND FOR 26 compensation system referenced to the value of the shares, MARCH 2021, ON SECOND CALL when the beneficiaries of such compensation systems are not directors of the Bank, which, in accordance with the current text of the Bylaws and the Rules and Regulations Submitted for the approval of the shareholders under item for the Meeting, is within the purview of the shareholders Six of the agenda for the general shareholders’ meeting of acting at a general meeting. Banco Santander, S.A. (the “Bank” or the “Company”) are: (i) the amendment of article 2 (section 2.VI) of the Rules and Regulations for the General Shareholders’ Meeting (item Six Third, under item Six C of the agenda, it is proposed to A); (ii) the amendment of article 2 (section 2.XII) of the Rules amend article 8 of the Rules and Regulations for the and Regulations for the General Shareholders’ Meeting Meeting in order to specify that electronic correspondence (item Six B); (iii) the amendment of article 8 of the Rules and or communication may include telephone communication Regulations for the General Shareholders’ Meeting (item Six when the corresponding announcement of the call to C); (iv) the amendment of article 20 (section 1) of the Rules meeting provides for such possibility. Therefore, as was and Regulations for the General Shareholders’ Meeting already the case, a proxy for the general meeting granted (item Six D); and (v) the amendment of article 26 of said by telephone shall be deemed, for purposes of applying the Rules and Regulations (item Six E). Bank’s rules for remote participation, to have been granted by electronic correspondence or communication with the Company. Said proposed amendment is due to the advisability of (i) aligning the text of the Rules and Regulations for the General Shareholders’ Meeting with the amendments of the Bylaws Likewise, under item Six D of the agenda, it is proposed to also proposed by the board of directors; (ii) including amend article 20 (section 1) of the Rules and Regulations

54 2021 Annual General Meeting for the Meeting in order to make the same technical specification, on the same terms, clarifying that electronic votes can be cast by telephone.

With these two amendments, which are merely technical and explanatory, telephone communication is expressly considered as an electronic means of communication for the purposes of proxy-granting or voting prior to the meeting. This has been the case in relation to past meetings, in which telephone communication has been enabled as one more of the channels for electronic communication through which shareholders have been able to participate, all with the aim of facilitating and encouraging their engagement in the matters submitted at the general meeting. This channel for electronic participation must in any event be provided for in the corresponding announcement of the call to meeting in order to be viable. At the same time, in both provisions of the Rules and Regulations and in line with what has already been proposed for the Bylaws, the advance period required for receipt of proxies granted and votes cast from a distance is set at three working days, although the board of directors may reduce this period for any general meeting.

Finally, under item Six E of the agenda it is proposed to amend article 26 to remove the reference to “significant event” (hecho relevante) appearing therein, as this term is no longer appropriate after the amendment of the restated text of the Securities Market Act (Ley del Mercado de Valores) implemented by Royal Decree-law 19/2018 of 23 November on payment services and other urgent financial measures. Upon communication of the text of the resolutions approved at each meeting, an analysis will be made of whether the information in question constitutes inside information (información privilegiada) or other relevant information (otra información relevante), in order to present it under the procedure that is appropriate in each case.

For easier identification and understanding of the proposed amendments, attached to this proposal as an Exhibit, for information purposes only, is a table providing a comparative view of the provisions of the Rules and Regulations for the Meeting proposed to be amended: the column on the left contains a transcription of the text currently in force, and the column on the right, the text of the proposed amendment.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 55 EXHIBIT

COMPARATIVE INFORMATION REGARDING THE PROVISIONS OF THE RULES AND REGULATIONS FOR THE GENERAL SHAREHOLDERS’ MEETING PROPOSED TO BE AMENDED

CURRENT TEXT PROPOSED AMENDMENT

Amendments proposed under items Six A and Six B of the agenda

Article 2. General Shareholders’ Meeting Article 2. General Shareholders’ Meeting

1. The shareholders acting at a General Shareholders’ 1. The shareholders acting at a General Shareholders’ Meeting constitute the sovereign decision-making Meeting constitute the sovereign decision-making body of the Company in those matters within their body of the Company in those matters within their power. power.

2. Pursuant to the provisions of the Bylaws, the 2. Pursuant to the provisions of the Bylaws, the shareholders at a General Shareholders’ Meeting shareholders at a General Shareholders’ Meeting may adopt resolutions on any matter pertaining may adopt resolutions on any matter pertaining to the Company, with the following powers being to the Company, with the following powers being specifically reserved to them: specifically reserved to them:

I. Approval of Rules and Regulations for the General I. Approval of Rules and Regulations for the General Shareholders’ Meeting that, subject to the provisions Shareholders’ Meeting that, subject to the provisions of Law and the Bylaws, shall govern the call, of Law and the Bylaws, shall govern the call, organization, information about, attendance at and organization, information about, attendance at and holding of the General Shareholders’ Meeting, as holding of the General Shareholders’ Meeting, as well as the exercise of voting rights on the occasion well as the exercise of voting rights on the occasion of the call and holding of such Meetings. of the call and holding of such Meetings.

II. Appointment and removal of Members of the Board II. Appointment and removal of Members of the Board of Directors, as well as ratification or revocation of Directors, as well as ratification or revocation of interim appointments of such Directors by the of interim appointments of such Directors by the Board itself, and examination and approval of their Board itself, and examination and approval of their performance and exemption of the Directors from performance and exemption of the Directors from the legal prohibitions regarding conflicts of interest the legal prohibitions regarding conflicts of interest when the Law necessarily assigns such power to the when the Law necessarily assigns such power to the shareholders at the General Shareholders’ Meeting. shareholders at the General Shareholders’ Meeting.

III. Appointment and removal of the External Auditor III. Appointment and removal of the External Auditor and Liquidators. and Liquidators.

IV. Commencement of claims for liability against IV. Commencement of claims for liability against Members of the Board of Directors, Liquidators or the Members of the Board of Directors, Liquidators or the External Auditor. External Auditor.

V. Approval, if appropriate, of the annual accounts and V. Approval, if appropriate, of the annual accounts and the corporate management and of resolutions on the corporate management and of resolutions on

56 2021 Annual General Meeting the allocation of earnings, as well as approval, also the allocation of earnings, as well as approval, also if appropriate, of the consolidated annual accounts. if appropriate, of the consolidated annual accounts.

VI. Resolutions on the issuance of debentures or other VI. Resolutions on the issuance of debentures or other fixed-income securities, any capital increase or fixed-income securities that are convertible into decrease, the transformation, merger or split-off, shares of the Company, any capital increase or the overall assignment of assets and liabilities, the decrease, the transformation, merger or split-off, relocation of the registered office abroad and the the overall assignment of assets and liabilities, the dissolution of the Company and, in general, any relocation of the registered office abroad and the amendment to the Company’s Bylaws, unless the dissolution of the Company and, in general, any Law assigns power to the directors regarding any of amendment to the Company’s Bylaws, unless the the foregoing matters. Law assigns power to the directors regarding any of the foregoing matters.

VII. Authorizing the Board of Directors to increase the VII. Authorizing the Board of Directors to increase the capital stock, pursuant to the provisions of the capital stock, pursuant to the provisions of the Spanish Capital Corporations Law. Spanish Capital Corporations Law.

VIII. Conferral upon the Board of Directors of such powers VIII. Conferral upon the Board of Directors of such powers as they may deem advisable for unforeseen events. as they may deem advisable for unforeseen events.

IX. Authorizing the acquisition of the Company’s own IX. Authorizing the acquisition of the Company’s own stock. stock.

X. Deciding on the exclusion or limitation of pre- X. Deciding on the exclusion or limitation of pre- emptive rights, without prejudice to the possibility of emptive rights, without prejudice to the possibility of delegating this power to the directors as provided by delegating this power to the directors as provided by law. law.

XI. Deciding upon matters submitted to the shareholders XI. Deciding upon matters submitted to the shareholders at the General Shareholders’ Meeting by resolution at the General Shareholders’ Meeting by resolution of the Board of Directors. of the Board of Directors.

XII. Approving the director remuneration policy as XII. Approving the director remuneration policy as provided by Law and deciding on the application of provided by Law and deciding on the application consistent compensation systems for the delivery of consistent compensation systems for the of shares or rights thereto, as well as any other delivery of shares or rights thereto, as well as compensation system referencing the value of the any other compensation system referencing the shares, regardless of who the beneficiary of such value of the shares, when the beneficiaries of compensation systems may be. such compensation systems are directors of the Bank.regardless of who the beneficiary of such compensation systems may be.

XIII. Approving the transfer to subsidiaries of essential XIII. Approving the transfer to subsidiaries of essential activities until that time carried out by the Company activities until that time carried out by the Company itself, though it may retain full ownership thereof. itself, though it may retain full ownership thereof.

XIV. Approving the acquisition, disposition or contribution XIV. Approving the acquisition, disposition or contribution of essential operating assets to another company. of essential operating assets to another company.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 57 XV. Resolutions approving transactions that would XV. Resolutions approving transactions that would have an effect equivalent to the liquidation of the have an effect equivalent to the liquidation of the Company. Company.

XVI. Deciding or voting on any other matter assigned XVI. Deciding or voting on any other matter assigned under the law or the Bylaws. under the law or the Bylaws.

For purposes of the provisions in sub- sections XIII and For purposes of the provisions in sub- sections XIII and XIV, the asset or activity shall be presumed essential if the XIV, the asset or activity shall be presumed essential if the amount of the transaction exceeds twenty-five percent of amount of the transaction exceeds twenty-five percent of the value of the assets as recorded in the last balance sheet. the value of the assets as recorded in the last balance sheet.

Amendments proposed under item Six C of the agenda

Article 8. Proxies Article 8. Proxies

Without prejudice to the provisions of the Bylaws, the right to Without prejudice to the provisions of the Bylaws, the right to attend the General Shareholders’ Meeting may be delegated attend the General Shareholders’ Meeting may be delegated to any individual or legal person. Individual shareholders not to any individual or legal person. Individual shareholders not enjoying full rights under civil law, and legal entities holding enjoying full rights under civil law, and legal entities holding shares, may be represented by legal representatives who shares, may be represented by legal representatives who have been duly verified. In such cases, as well as in the event have been duly verified. In such cases, as well as in the event a shareholder delegates his right to attend, no shareholder a shareholder delegates his right to attend, no shareholder may have more than one representative at the Shareholders’ may have more than one representative at the Shareholders’ Meeting, except as provided in article 22. Meeting, except as provided in article 22.

Proxy representation conferred upon one who is legally Proxy representation conferred upon one who is legally ineligible to hold such proxy shall be null and void. A proxy is ineligible to hold such proxy shall be null and void. A proxy is always revocable. Attendance at the Shareholders’ Meeting, always revocable. Attendance at the Shareholders’ Meeting, whether physically or by casting a distance vote, shall be whether physically or by casting a distance vote, shall be equivalent to the revocation of such proxy, regardless of equivalent to the revocation of such proxy, regardless of the date thereof. A proxy shall also be rendered void by any the date thereof. A proxy shall also be rendered void by any transfer of shares of which the Company becomes aware. transfer of shares of which the Company becomes aware.

In cases where the directors of the Company make a In cases where the directors of the Company make a public solicitation for proxies, the rules contained in the public solicitation for proxies, the rules contained in the Spanish Capital Corporations Law and rules and regulations Spanish Capital Corporations Law and rules and regulations further elaborating upon the provisions thereof shall apply. further elaborating upon the provisions thereof shall apply. In particular, the document evidencing the proxy must In particular, the document evidencing the proxy must contain or attach the agenda, as well as the solicitation contain or attach the agenda, as well as the solicitation of instructions for the exercise of voting rights and the of instructions for the exercise of voting rights and the way in which the proxy-holder will vote in the event that way in which the proxy-holder will vote in the event that specific instructions are not given, subject in all cases to the specific instructions are not given, subject in all cases to the provisions of Law. provisions of Law.

The delegation may also include those matters that the The delegation may also include those matters that the law allows to be dealt with at the General Shareholders’ law allows to be dealt with at the General Shareholders’ Meeting even when not provided for in the agenda. If the Meeting even when not provided for in the agenda. If the delegation does not include them, it shall be understood that delegation does not include them, it shall be understood that the shareholder represented instructs his representative to the shareholder represented instructs his representative to abstain from voting on those items. abstain from voting on those items.

58 2021 Annual General Meeting Without prejudice to the provisions of Section 187 of the Without prejudice to the provisions of Section 187 of the Spanish Capital Corporations Law, proxies shall be conferred Spanish Capital Corporations Law, proxies shall be conferred pursuant to the provisions of Sections 184.2 and 522 et seq. pursuant to the provisions of Sections 184.2 and 522 et seq. thereof. thereof.

When a proxy is granted by remote means of communication, When a proxy is granted by remote means of communication, it shall only be deemed valid if the grant is made: it shall only be deemed valid if the grant is made: a) by hand-delivery or postal correspondence, sending a) by hand-delivery or postal correspondence, sending the Company the duly signed attendance card the Company the duly signed attendance card and proxy, or by other written means that, in the and proxy, or by other written means that, in the judgment of the Board of Directors recorded in a judgment of the Board of Directors recorded in a resolution adopted for such purpose, allows for resolution adopted for such purpose, allows for due confirmation of the identity of the shareholder due confirmation of the identity of the shareholder granting the proxy and of the representative being granting the proxy and of the representative being appointed, or appointed, or b) by electronic correspondence or communication b) by electronic correspondence or communication with the Company, including an electronic copy of with the Company, including an electronic copy of the attendance card and the proxy; such electronic the attendance card and the proxy; such electronic copy shall specify the representation being granted copy shall specify the representation being granted and the identity of the party represented, and and the identity of the party represented, and shall include the digital signature or other form of shall include the digital signature or other form of identification of the shareholder being represented, identification of the shareholder being represented, in accordance with the conditions set by the Board of in accordance with the conditions set by the Board of Directors recorded in a resolution adopted for such Directors recorded in a resolution adopted for such purpose, to ensure that this system of representation purpose, to ensure that this system of representation includes adequate assurances regarding authenticity includes adequate assurances regarding authenticity and the identity of the shareholder represented. and the identity of the shareholder represented. Electronic correspondence or communication may include telephone communication, when the corresponding announcement of the call to meeting provides so.

In order to be valid, a proxy granted by any of the foregoing In order to be valid, a proxy granted by any of the foregoing means of remote communication must be received by the means of remote communication must be received by the Company before midnight of the third day prior to the date Company before midnight of the third working day prior to the Shareholders’ Meeting is to be held on first call. In the the date the Shareholders’ Meeting is to be held on first call, resolution approving the call to the Shareholders’ Meeting with working days being understood as Monday to Friday in question, the Board of Directors may reduce the required on days that are not public holidays at the place of the notice period, disseminating this information in the same registered office. In the resolution approving the call to the manner as it disseminates the announcement of the call to Shareholders’ Meeting in question, the Board of Directors meeting. 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 of the Bylaws and Pursuant to the provisions of Article 34.5 of the Bylaws and 20.4 of these Rules and Regulations, the Board may also 20.4 of these Rules and Regulations, the Board may also expand upon the foregoing provisions regarding proxies expand upon the foregoing provisions regarding proxies granted by remote means of communication. granted by remote means of communication.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 59 Amendments proposed under item Six D of the agenda

Article 20. Voting by Distance Means of Communication Article 20. Voting by Distance Means of Communication

1. Shareholders having the right to attend the Meeting 1. Shareholders having the right to attend the Meeting may cast their vote regarding proposals relating may cast their vote regarding proposals relating to the items included in the agenda of any General to the items included in the agenda of any General Shareholders’ Meeting by the following means: Shareholders’ Meeting by the following means:

a) hand-delivery or postal correspondence, a) hand-delivery or postal correspondence, sending the Company the duly signed sending the Company the duly signed attendance card and ballot (together with attendance card and ballot (together with the ballot form provided by the Company, the ballot form provided by the Company, if any), or other written means that, in the if any), or other written means that, in the judgment of the Board of Directors recorded judgment of the Board of Directors recorded in a resolution adopted for such purpose, in a resolution adopted for such purpose, allows for due verification of the identity of allows for due verification of the identity of the shareholder exercising his voting rights, or the shareholder exercising his voting rights, or

b) electronic correspondence or communication b) electronic correspondence or communication with the Company, including an electronic with the Company, including an electronic copy of the attendance card and ballot copy of the attendance card and ballot (together with the ballot form provided by (together with the ballot form provided by the the Company, if any); such electronic copy Company, if any); such electronic copy shall shall include the digital signature or other include the digital signature or other form of form of identification of the shareholder, in identification of the shareholder, in accordance accordance with the conditions set by the with the conditions set by the Board of Board of Directors recorded in a resolution Directors recorded in a resolution adopted adopted for such purpose, to ensure that for such purpose, to ensure that this system this system of voting includes adequate of voting includes adequate assurances assurances regarding authenticity and the regarding authenticity and the identity of the identity of the shareholder exercising his vote. shareholder exercising his vote. Electronic correspondence or communication may include telephone communication, when the corresponding announcement of the call to meeting provides so.

In order to be valid, a vote cast by any of the In order to be valid, a vote cast by any of the foregoing means must be received by the Company foregoing means must be received by the Company before midnight of the third day prior to the date the before midnight of the third working day prior to Shareholders’ Meeting is to be held on first call. In the date the Shareholders’ Meeting is to be held the resolution approving the call to the Shareholders’ on first call, with working days being understood Meeting in question, the Board of Directors may as Monday to Friday on days that are not public reduce the required notice period, disseminating this holidays at the place of the registered office. In the information in the same manner as it disseminates resolution approving the call to the Shareholders’ the announcement of the call to meeting. 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.

60 2021 Annual General Meeting 2. Shareholders who cast votes from a distance 2. Shareholders who cast votes from a distance pursuant to the provisions of this Article shall be pursuant to the provisions of this Article shall be deemed present for purposes of determining the deemed present for purposes of determining the establishment of a quorum for the Shareholders’ establishment of a quorum for the Shareholders’ Meeting in question. Therefore, any proxies granted Meeting in question. Therefore, any proxies granted by them prior to the casting of such vote shall be by them prior to the casting of such vote shall be deemed revoked and any such proxies thereafter deemed revoked and any such proxies thereafter granted shall be deemed invalid. granted shall be deemed invalid.

3. Any vote cast from a distance as set forth in this 3. Any vote cast from a distance as set forth in this Article shall be rendered void by physical attendance Article shall be rendered void by physical attendance at the meeting by the shareholder who cast such at the meeting by the shareholder who cast such vote or by a transfer of shares of which the Company vote or by a transfer of shares of which the Company becomes aware. becomes aware.

4. The Board of Directors may expand upon the 4. The Board of Directors may expand upon the foregoing provisions, establishing such instructions, foregoing provisions, establishing such instructions, rules, means and procedures to document the rules, means and procedures to document the casting of votes and grant of proxies by remote casting of votes and grant of proxies by remote means of communication as may be appropriate to means of communication as may be appropriate to the state of the technology, and conforming to any the state of the technology, and conforming to any regulations issued in this regard and to the provisions regulations issued in this regard and to the provisions of the Bylaws and these Rules and Regulations. of the Bylaws and these Rules and Regulations. Implementing rules adopted by the Board of Implementing rules adopted by the Board of Directors pursuant to the provisions hereof shall be Directors pursuant to the provisions hereof shall be published on the Company’s website. Furthermore, published on the Company’s website. Furthermore, in order to prevent potential deception, the Board in order to prevent potential deception, the Board of Directors may take any measures required to of Directors may take any measures required to ensure that anyone who has cast a distance vote or ensure that anyone who has cast a distance vote or granted a proxy is duly empowered to do so pursuant granted a proxy is duly empowered to do so pursuant to the provisions of the Bylaws and these Rules and to the provisions of the Bylaws and these Rules and Regulations. Regulations

Amendments proposed under item Six E of the agenda

Article 26. Publication of Resolutions Article 26. Publication of Resolutions

Without prejudice to registration with the Commercial Without prejudice to registration with the Commercial Registry of recordable resolutions and applicable Registry of recordable resolutions and applicable legal provisions regarding the publication of corporate legal provisions regarding the publication of corporate resolutions, the same day the Shareholders’ Meeting is held resolutions, the same day the Shareholders’ Meeting is held or the next business day, the Company shall send the text of or the next business day, the Company shall send the text of the approved resolutions to the National Securities Market the approved resolutions to the National Securities Market Commission, by means of a timely notice of a significant Commission, by means of a timely notice of a significant event. The approved resolutions and the result of the votes event. The approved resolutions and the result of the votes shall also be accessible through the website of the Company shall also be accessible through the website of the Company within five days of the end of the General Shareholders’ within five days of the end of the General Shareholders’ Meeting. In addition, at the request of any shareholder or Meeting. In addition, at the request of any shareholder or their representative at the General Shareholders’ Meeting, their representative at the General Shareholders’ Meeting, the Secretary shall issue a certification of the resolutions or the Secretary shall issue a certification of the resolutions or of the notarial minutes. of the notarial minutes.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 61 Proposals1: Item Six C

Item Six A In relation to article 8 of the Rules and Regulations for the General Shareholders’ Meeting, regarding proxies granted by shareholders prior to the holding In relation to article 2 of the Rules and Regulations of a general meeting, it is hereby resolved to amend for the General Shareholders’ Meeting, regarding the text thereof, such that article 8 shall hereafter matters within the purview of the shareholders acting read as follows: 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 “Article 8. Proxies amend subsection VI of section 2, without changing the other sections and subsections of such article (without prejudice to the proposal made under item Without prejudice to the provisions of the Bylaws, the Six B), such that said subsection VI of section 2 shall right to attend the General Shareholders’ Meeting hereafter read as follows: may be delegated to any individual or legal person. Individual shareholders not enjoying full rights under civil law, and legal entities holding shares, may “VI. Resolutions on the issuance of debentures or be represented by legal representatives who have other fixed-income securities that are convertible been duly verified. In such cases, as well as in the into shares of the Company, any capital increase or event a shareholder delegates his right to attend, no decrease, the transformation, merger or split-off, shareholder may have more than one representative the overall assignment of assets and liabilities, the at the Shareholders’ Meeting, except as provided in relocation of the registered office abroad and the article 22. 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 Proxy representation conferred upon one who is the foregoing matters.” legally ineligible to hold such proxy shall be null and void. A proxy is always revocable. Attendance at the Shareholders’ Meeting, whether physically Item Six B or by casting a distance vote, shall be equivalent to the revocation of such proxy, regardless of the date thereof. A proxy shall also be rendered void by any In relation to article 2 of the Rules and Regulations transfer of shares of which the Company becomes for the General Shareholders’ Meeting, regarding aware. matters within the purview of the shareholders acting at the General Shareholders’ Meeting, as regard to the bylaw provisions relating to the In cases where the directors of the Company make a compensation linked to shares of the Company, it is public solicitation for proxies, the rules contained in hereby resolved to amend subsection XII of section 2, the Spanish Capital Corporations Law and rules and without changing the other sections and subsections regulations further elaborating upon the provisions of such article (without prejudice to the proposal thereof shall apply. In particular, the document made under item Six A), such that said subsection XII evidencing the proxy must contain or attach the of section 2 shall hereafter read as follows: agenda, as well as the solicitation of instructions for the exercise of voting rights and the way in which the proxy-holder will vote in the event that specific “XII. Approving the director remuneration policy as instructions are not given, subject in all cases to the provided by Law and deciding on the application of provisions of Law. consistent compensation systems for the delivery of shares or rights thereto, as well as any other compensation system referencing the value of the The delegation may also include those matters shares, when the beneficiaries of such compensation that the law allows to be dealt with at the General systems are directors of the Bank.” Shareholders’ Meeting even when not provided for in

1 Each of the proposals made under items Six A, Six B, Six C, Six D and Six E will be submitted to a separate vote.

62 2021 Annual General Meeting the agenda. If the delegation does not include them, it of Directors may reduce the required notice period, shall be understood that the shareholder represented disseminating this information in the same manner instructs his representative to abstain from voting on as it disseminates the announcement of the call to those items. meeting.

Without prejudice to the provisions of Section 187 of Pursuant to the provisions of Article 34.5 of the the Spanish Capital Corporations Law, proxies shall Bylaws and 20.4 of these Rules and Regulations, the be conferred pursuant to the provisions of Sections Board may also expand upon the foregoing provisions 184.2 and 522 et seq. thereof. regarding proxies granted by remote means of communication.”

When a proxy is granted by remote means of communication, it shall only be deemed valid if the Item Six D grant is made:

In relation to article 20 of the Rules and Regulations a) by hand-delivery or postal correspondence, for the General Shareholders’ Meeting, regarding sending the Company the duly signed voting by distance means of communication, it attendance card and proxy, or by other written is hereby resolved to amend section 1, without means that, in the judgment of the Board of changing the other sections of such article, such that Directors recorded in a resolution adopted for section 1 of article 20 shall hereafter read as follows: such purpose, allows for due confirmation of the identity of the shareholder granting the proxy and of the representative being “1. Shareholders having the right to attend appointed, or the Meeting may cast their vote regarding proposals relating to the items included in the agenda of any General Shareholders’ Meeting b) by electronic correspondence or by the following means: communication with the Company, including an electronic copy of the attendance card and the proxy; such electronic copy shall specify the a) hand-delivery or postal representation being granted and the identity correspondence, sending the Company of the party represented, and shall include the the duly signed attendance card digital signature or other form of identification and ballot (together with the ballot of the shareholder being represented, in form provided by the Company, if accordance with the conditions set by the any), or other written means that, Board of Directors recorded in a resolution in the judgment of the Board of adopted for such purpose, to ensure that this Directors recorded in a resolution system of representation includes adequate adopted for such purpose, allows assurances regarding authenticity and the for due verification of the identity of identity of the shareholder represented. the shareholder exercising his voting Electronic correspondence or communication rights, or may include telephone communication, when the corresponding announcement of the call to meeting provides so. b) electronic correspondence or communication with the Company, including an electronic copy of the In order to be valid, a proxy granted by any of the attendance card and ballot (together foregoing means of remote communication must with the ballot form provided by the be received by the Company before midnight of the Company, if any); such electronic copy third working day prior to the date the Shareholders’ shall include the digital signature Meeting is to be held on first call, with working or other form of identification of the days being understood as Monday to Friday on shareholder, in accordance with the days that are not public holidays at the place of the conditions set by the Board of Directors registered office. In the resolution approving the call recorded in a resolution adopted for to the Shareholders’ Meeting in question, the Board such purpose, to ensure that this system

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 63 of voting includes adequate assurances Item Seven Delegation to the board of directors of regarding authenticity and the the power to issue all kinds of fixed- identity of the shareholder exercising income securities, preferred interests his vote. Electronic correspondence (participaciones preferentes) or debt or communication may include instruments of a similar nature (including telephone communication, when the certificates cédulas ( ), promissory notes corresponding announcement of the and warrants) that are not convertible, call to meeting provides so. depriving of effect, to the extent of the unused amount, the delegation in such respect conferred by resolution Eight II) In order to be valid, a vote cast by any of the foregoing approved by the shareholders acting at the means must be received by the Company before ordinary general meeting of 3 April 2020. 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 PROPOSAL SUBMITTED BY THE BOARD OF DIRECTORS OF on days that are not public holidays at the place of the BANCO SANTANDER, S.A. REGARDING ITEM SEVEN OF THE registered office. In the resolution approving the call AGENDA FOR THE GENERAL SHAREHOLDERS’ MEETING to the Shareholders’ Meeting in question, the Board CALLED FOR 25 MARCH 2021, ON FIRST CALL, AND FOR 26 of Directors may reduce the required notice period, MARCH 2021, ON SECOND CALL disseminating this information in the same manner as it disseminates the announcement of the call to meeting.” It is proposed to authorise the board of directors to issue all kinds of fixed-income securities, preferred interests (participaciones preferentes) or debt instruments of a Item Six E 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 relation to article 26 of the Rules and Regulations in such respect conferred by resolution Eight II) approved by for the General Shareholders’ Meeting, regarding the shareholders acting at the ordinary general meeting of the publication of resolutions approved by the 3 April 2020. shareholders at a general shareholders’ meeting, it is hereby resolved to amend the text thereof such that it shall hereafter read as follows: This proposal is made without prejudice to those made under items Five A and Six A of the agenda, which are intended to amend certain provisions of the Bylaws and of “Article 26. Publication of Resolutions the Rules and Regulations for the General Meeting of the Bank, respectively, in order to hereafter give to the board of directors the power to issue non-convertible debentures, Without prejudice to registration with the Commercial and in view of the fact that, if said proposals are approved, Registry of recordable resolutions and applicable the bylaw amendment proposed under item Five A of the legal provisions regarding the publication of corporate agenda would not be immediately effective, as it is subject resolutions, the same day the Shareholders’ Meeting to the applicable regulatory approval pursuant to the is held or the next business day, the Company shall provisions of section 4.2.c) of Law 10/2014 of 26 June on the send the text of the approved resolutions to the organisation, supervision and solvency of credit institutions, National Securities Market Commission, by means and of section 10 of Royal Decree 84/2015 of 13 February of a timely notice. The approved resolutions and the implementing Law 10/2014 of 26 June on the organisation, result of the votes shall also be accessible through the supervision and solvency of credit institutions. website of the Company within five days of the end of the General Shareholders’ Meeting. In addition, at the request of any shareholder or their representative Proposal: at the General Shareholders’ Meeting, the Secretary shall issue a certification of the resolutions or of the notarial minutes.” I) To rescind and deprive of effect, to the extent unused, resolution Eight II) approved at the ordinary general shareholders’ meeting of 3 April 2020.

64 2021 Annual General Meeting II) To authorise the board of directors such that, in case established by applicable laws and regulations; and, accordance with the general rules and regulations on the in general, any other condition applicable to the issuance, issuance of debentures and pursuant to the provisions of and, if applicable, appointing the Examiner (Comisario) article 319 of the Regulations of the Commercial Registry, and approving the basic rules that are to govern the legal it may issue, on one or more occasions, up to 50,000 million relations between the Bank and the syndicate, if any and euros, or the equivalent thereof in another currency, in allowed, of holders of the securities that are issued. fixed-income securities in any of the forms admitted by Law, including bonds, certificates cédulas ( ), promissory notes, debentures and preferred interests (participaciones The delegation also includes the grant to the board of preferentes) or debt instruments of a similar nature directors of the power, in each case, to decide the conditions (including warrants payable by physical delivery or set- for repayment of the fixed-income securities issued in off). This power may be exercised by the board of directors reliance on this authorisation, and the power to use, to the within a maximum period of five years from the date of extent applicable, the redemption means referred to in adoption of this resolution by the shareholders, at the end section 430 of the Spanish Capital Corporations Law or any of which period it shall be cancelled to the extent of the other means that may be appropriate. In addition, the board unused amount. of directors is authorised, whenever it deems appropriate, and subject to the necessary official authorisations being obtained, as well as, if required, approval at the Meetings of In the exercise of the delegated powers granted herein, the respective syndicates or bodies representing the holders and by way of example and not of limitation, the board of the securities, to modify the conditions for repayment of of directors shall be responsible for determining the the fixed-income securities issued and the maturity thereof, amount of each issue, always within the stated overall as well as the interest rate, if any, of those included in each quantitative limit; the place of issue (in Spain or abroad) of the issuances made pursuant to this authorisation. and the currency, and in the case of foreign currency, the equivalence thereof in euros; the denomination, whether bonds (bonos), debentures (obligaciones), As to the limits on the delegation, the aforementioned preferred interests (participaciones preferentes) or any amount of 50,000 million euros is the maximum overall limit other denomination permitted by Law (including equity that may be reached at any time by the outstanding nominal instruments among those contemplated by articles 51 balance of the promissory notes or similar securities issued, to 55 or 62 to 65 of Regulation (EU) No 575/2013 of the added to the nominal amount issued of other securities European Parliament and of the Council of 26 June 2013 also issued under this authorisation granted to the board of on prudential requirements for credit institutions and directors. In the case of warrants, the sum of the premiums investment firms, or of any other type or origin; the issuance of the warrants from each issuance approved in accordance date(s); the possibility of the securities being totally or with this delegation shall be taken into account for the partially exchanged for shares or other existing securities of calculation of the above-mentioned limit (or in the case of the Bank or of other entities (and if they are exchangeable, warrants payable by physical delivery, the sum of premiums whether they are mandatorily, contingently or voluntarily and exercise prices). exchangeable, and if voluntarily, whether at the option of the holder of the securities or the issuer) or the inclusion of a call option on such shares; the interest rate, dates and The board of directors is authorised to delegate in turn procedures for payment of the coupon; whether they are (with the power of substitution when appropriate) to the to be callable or not, with or without return of the principal executive committee or to any director with delegated and, if applicable, the redemption periods and events of powers those delegable powers granted pursuant to this redemption (in whole or in part), as well as, if applicable, resolution, all without prejudice to the representative whether they are to be mandatorily callable with or without powers that currently exist or may be granted in relation to return of the principal and interest, including contingently, this resolution. and any events of return of principal; whether the issuance is with or without a maturity date and, in the former case, the maturity date; the type of repayment, premiums Item Eight Director remuneration policy. and tranches; guarantees, including mortgages; form of representation, whether certificated or as book entries; the number of securities and the nominal value thereof; REASONED PROPOSAL SUBMITTED BY THE BOARD OF the subscription procedure; the applicable law, whether DIRECTORS OF BANCO SANTANDER, S.A. REGARDING ITEM domestic or foreign; the application, if any, for admission EIGHT OF THE AGENDA FOR THE GENERAL SHAREHOLDERS’ to trading on regulated or unregulated, organised or MEETING CALLED FOR 25 MARCH 2021, ON FIRST CALL, unorganised, domestic or foreign markets of the securities AND FOR 26 MARCH 2021, ON SECOND CALL that are issued in compliance with the requirements in each

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 65 Under item Eight of the agenda, the director remuneration prudential supervision of credit institutions and investment policy of Banco Santander, S.A. (the “Bank” or the firms-, Circular 2/2016 of 2 February from Banco de España “Company”), formulated as provided by section 529 to credit institutions on supervision and solvency, which novodecies of the Spanish Capital Corporations Law (Ley completes the adjustment of the Spanish legal system to de Sociedades de Capital) (the “Remuneration Policy”), is Directive 2013/36/EU and to Regulation (EU) no 575/2013, submitted to the shareholders for approval at the general and other related provisions). shareholders’ meeting.

The board believes that the Remuneration Policy proposed The board has approved submitting to the shareholders at for approval is reasonably in proportion to the importance the general meeting the aforementioned Remuneration of the Company, is in line with the financial situation thereof Policy, the text of which appears in section 6.4 of the and is consistent with market standards at comparable “Corporate governance” chapter of the consolidated companies. Furthermore, the factors that affect the directors’ report included in the 2020 annual report various components of remuneration for the performance available on the corporate website (www.santander.com) of executive duties are compatible with an appropriate since the date of the call to meeting and is also available and effective management of risks, without offering the to the shareholders for delivery or mailing free of charge. executive directors incentives to assume risks that exceed The text of said policy derives from the report and proposal the level tolerated by the Company, and with the Company’s received from the remuneration committee, which report strategy, objectives, values and interests over the long term. and proposal the board adopts as its own as to all the terms thereof. Proposal:

Although the aforementioned section 529 novodecies would allow the approval of a policy applicable until 2024, To approve, pursuant to the provisions of section 529 the period covered by the Remuneration Policy only includes novodecies of the Spanish Capital Corporations Law (Ley de financial years 2021 (with respect to which the policy Sociedades de Capital), the director remuneration policy of approved at the ordinary general shareholders’ meeting Banco Santander, S.A. for financial years 2021, 2022 and held on 3 April 2020 is completed and updated), 2022 and 2023, the text of which has been made available to the 2023. Consequently, the board shall be required to propose shareholders within the framework of the call to the general to the shareholders at the general meeting the approval of meeting, which appears in section 6.4 of the “Corporate a new remuneration policy no later than financial year 2023. governance” chapter of the consolidated directors’ report included in the 2020 annual report and which, regarding the variable components of the remuneration of executive The remuneration of the directors in their capacity as directors for 2021 and to the extent that they make up a such included in the Remuneration Policy is consistent remuneration system that includes the delivery of shares with the remuneration system contemplated in article 58 of the Bank or of rights thereto, is also submitted to the of the Bylaws and article 33 of the rules and regulations shareholders at the general shareholders’ meeting under of the board and with the proposed establishment of the Items Eleven A and, if appropriate, Eleven C. maximum amount of such remuneration submitted to the shareholders at the general shareholders’ meeting under item Nine of the agenda. Item Nine Director remuneration system: setting of the maximum amount of annual remuneration to be paid to all of the directors in their In addition, the remuneration for performance of executive capacity as such. duties that is also described in the Remuneration Policy complies with the requirements provided by the Spanish Capital Corporations Law and with the principles and rules Proposal: set forth in the Company’s Bylaws and rules and regulations of the board, as well as with such existing provisions as are especially applicable to the directors of the Company To approve, for purposes of the provisions of section 2 because of the status thereof as a credit institution of article 58 of the Bylaws, the fixed annual amount of (primarily, Law 10/2014 of 26 June on the organisation, remuneration of the directors acting as such at 6,000,000 supervision and solvency of credit institutions -which euros, which amount shall be applicable to remuneration transposes in Spain the content of Directive 2013/36/EU corresponding to financial year 2021 and shall remain of the European Parliament and of the Council of 26 June effective for so long as the shareholders acting at a general 2013 on access to the activity of credit institutions and the shareholders’ meeting do not resolve to amend it, the board

66 2021 Annual General Meeting of directors being able to reduce it on the terms established The group with respect to which such approval is required in the aforementioned provision of the Bylaws. is made up of certain persons included within the scope of application of section 32.1 of Law 10/2014, i.e. persons belonging to “categories of staff whose professional activities Item Ten Remuneration system: approval of have a material impact on the risk profile of the institution, maximum ratio between fixed and variable its group, parent company or subsidiaries” (the group components of total remuneration of defined by said provision, the Identified“ Staff” or “Material executive directors and other employees Risk Takers”). This definition, -which includes the executive belonging to categories with professional directors of the Bank, among others-, derives from article activities that have a material impact on the 92(2) of the CRD Directive and has been further developed risk profile. by Commission Delegated Regulation (EU) No 604/2014 of 4 March 2014 supplementing Directive 2013/36/EU of the European Parliament and of the Council with regard to DETAILED PROPOSAL AND RECOMMENDATION SUBMITTED regulatory technical standards with respect to qualitative BY THE BOARD OF DIRECTORS OF BANCO SANTANDER, S.A. and appropriate quantitative criteria to identify categories of REGARDING ITEM TEN OF THE AGENDA FOR THE GENERAL staff whose professional activities have a material impact on SHAREHOLDERS’ MEETING CALLED FOR 25 MARCH 2021, an institution’s risk profile (the “Delegated Regulation”)1. ON FIRST CALL, AND FOR 26 MARCH 2021, ON SECOND CALL The proposal submitted to the shareholders at the meeting entails renewing the authorisation of a Maximum Variable Remuneration Ratio of 200% for a portion of the Identified Under item Ten of the agenda, the establishment of the Staff of the Santander Group and not for all members maximum limit for the variable components of the total thereof. remuneration of a certain group within Banco Santander, S.A. (the “Bank” or the “Company”) and its Group is submitted to the shareholders for approval at the general shareholders’ The remuneration policy for the Identified Staff within meeting, such limit being stated as the maximum the Santander Group is guided by principles similar to percentage that the variable components of remuneration those described in connection with executive directors represent with respect to the fixed components thereof (the in the director remuneration policy, which is submitted “Maximum Variable Remuneration Ratio”). to the shareholders for approval under item Eight of the agenda. Therefore, the purpose of variable remuneration of the Identified Staff2 is to reward employee performance Article 58.6 of the Bylaws and Law 10/2014 of 26 June consistently with rigorous risk management, without on the organisation, supervision and solvency of credit encouraging inappropriate risk-taking and seeking an institutions (“Law 10/2014”), which transposes in Spain the alignment with the interests of the shareholders and with content of Directive 2013/36/EU of the European Parliament the Group’s strategic objectives, thus fostering the creation and of the Council of 26 June 2013 on access to the activity of value over the long term. of credit institutions and the prudential supervision of credit institutions and investment firms (“CRD Directive”), provide for the need to submit to the shareholders for approval at a Without prejudice to the foregoing, the total remuneration general meeting the establishment of a Maximum Variable package for each employee and the structure thereof Remuneration Ratio in excess of 100%, which, in any event, must be competitive, such that it facilitates attracting and shall not exceed 200%. retaining, as well as adequately remunerating, the persons included in the Identified Staff, taking into account the duties and responsibilities assigned to each of them. In this regard, the following considerations are in order:

1 It is noted that the Delegated Regulation is in the process of being amended or replaced under the final draft of the Draft“ regulatory technical standards on criteria to define managerial responsibility and control functions, a material business unit and a significant impact on its risk profile, and categories of staff whose professional activities have a material impact on an institution’s risk profile” published by the European Banking Authority (EBA) on 18 June 2020, and that also contemplated is the amendment of Section 32.1 of Law 10/2014 as a result of the transposition in Spain of Directive 2019/878/EU, amending Directive 2013/36/EU of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms. However, the Bank’s process for arranging the Identified Staff has taken these future amendments into account.

2 In accordance with the standards established by the Delegated Regulation, certain persons that do not currently receive variable remuneration, such as the Bank’s non-executive directors, are included in the Identified Staff (or Material Risk Takers) at the Santander Group.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 67 - Compliance with the regulatory provisions mentioned - In addition, the renewal of Maximum Variable above (Law 10/2014 and the CRD Directive) is Remuneration Ratios of 200% for certain members required of European credit institutions regardless of the Identified Staff continues to allow for simpler of where they operate, whereas non-European and more efficient payroll management. The annual Community institutions are required to comply with adjustment of the components of remuneration of them only with respect to their activities in Europe. As the members of the Identified Staff with a view to a consequence, global institutions like the Santander maintaining an appropriate level of motivation, the Group must compete in terms of talent attraction high level of internal mobility within the Group, and and retention with institutions that are not subject to the remuneration structure that is peculiar to each the same regulations, such that it is advisable to have business area3 make it advisable to have as much maximum flexibility in remuneration matters within flexibility as possible. applicable legal limits.

- Moreover, the authorisation of higher Maximum - Even in the European banking sector, the Bank Variable Remuneration Ratios within legal limits has verified that its main competitors approved is more efficient as a tool to retain talent in view Maximum Variable Remuneration Ratios in excess of possible competitor moves than increasing the of 100% in financial year 2020, as they did in prior amount of the fixed components of remuneration, years. Therefore, the proposal submitted to the which, if it occurred, might entail an increase in the shareholders at the general meeting under item Ten Group’s fixed costs. of the agenda will allow Banco Santander to compete on similar terms with the European institutions whose activities and size are similar to those of - Finally, without prejudice to all other regulations Banco Santander. applicable in the area of remuneration in order to avoid excessive risk-taking by Group employees, a Maximum Variable Remuneration Ratio of up to - The renewal of the resolution for a portion of 200% would also allow, in certain positions that the Identified Staff is due to the advisability of are key to the prudent achievement of results and maintaining the Bank’s flexibility to compete in the business objectives, for a more significant portion of international markets, without provision being made total remuneration to be subject to the achievement for the ratios to exceed 100% in all cases, whilst at of such results and objectives, thus making it the same time taking into account the remuneration possible to reward outstanding performance where structure for each group of employees when more appropriate. precisely defining the group benefiting from the resolution being proposed at the general meeting. The foregoing constitutes the rationale for the proposal submitted to the shareholders for approval at the general - In practice, the average ratio of variable components shareholders’ meeting under item Ten of the agenda. In to fixed components of the remuneration for all of addition, as stated above, the authorisation of a Maximum the categories of management or employees within Variable Remuneration Ratio for certain categories of the Identified Staff during the past financial year is employees that is higher than that generally provided far less than the approved maximum percentage of gives the Bank greater flexibility to adapt the remuneration 200%. Specifically, on average in 2020, the variable schemes applicable to each employee profile, without components of remuneration of the Identified Staff jeopardising the general objectives of bringing the represented 87% of the fixed components (63% remuneration policy into line with the Group’s risk profile, as for the executive directors). Approximately 25% of such ratio is subject in all cases to the legal limit of 200%, to members of the Identified Staff exceeded the ratio the remuneration policy approved by the Company, and to all of 100% in 2020, the median being a 54% ratio and other legal restrictions applicable to variable remuneration. percentile 75 reaching a 99% ratio. Only 2% of the Identified Staff reached ratios over 195%. In this regard, and as stated above, the remuneration policy

3 For example, a feature of the wholesale business is that it adopts remuneration structures in which the weight of variable remuneration over fixed remuneration is more significant than in other businesses. Talent attraction and retention in this business requires maintaining remuneration structures that are aligned with market practices, and therefore, it is particularly desirable to obtain the authorisation to pay a Maximum Variable Remuneration Ratio in excess of 100% to those who perform duties in this area. In this regard, approximately 21% of the Identified Staff performs duties in the Group’s wholesale business.

68 2021 Annual General Meeting for the members of the Identified Staff follows standards The reasoning behind this additional prevision is the that are similar to those included with respect to the advisability of having an adequate degree of flexibility that executive directors in the director remuneration policy that allows combining the application of remuneration policies is submitted to the shareholders at the general meeting for with the incorporation of new businesses to the Group, approval under item Eight of the agenda. Thus, the variable as well as with the rigorous process of determining the components of remuneration of this group for 2021 include, Identified Staff during each financial year. inter alia, an Award (whether Award A or Award B, according to the definition of these terms in the directors’ report and the proposed resolutions included under item Eleven As stated, the ratio of 200% is not expected to be reached for below), to be received partly in cash and partly in shares, with all the members of the Identified Staff for whom this limit collection of a portion of such Award being deferred over a is requested, taking into account their benchmark awards period of three to five or even seven years (depending on and the variable remuneration policy established for this the beneficiary’s profile and any local regulations that might financial year. In fact, under a standard scenario of fulfilment apply). The accrual of the Award is subject to metrics that of targets, the total amount of the variable components of allow for the alignment thereof with the Group’s strategic the remuneration would be similar to the total amount of plan and which take into account, among other aspects, the the fixed components thereof (i.e. an average ratio of 101%). quality of the results achieved, the shareholder return or the Assuming a scenario where targets are fulfilled at 125%, efficient use of capital, in addition to the accrual of part of the the excess of the variable components of remuneration over deferred remuneration in the case of Award A being subject 100% of the fixed components would be 108 million euros, to the achievement of specific long-term metrics allowing considering only those who would exceed a ratio of 100%. for confirmation, if applicable, that the decisions initially Not all the members of the Identified Staff benefiting from made have resulted in sustainable long-term results4. a 200% ratio would have reached a ratio in excess of 100% in such estimate, not being possible to estimate the number of persons that in fact would, since this will depend on the For purposes of calculating the Maximum Variable level of achievement of the objectives of the Group and its Remuneration Ratio in compliance with the aforementioned units in 2021, among other circumstances. provisions, the total remuneration of the relevant members of the Identified Staff for all items has been taken into account, with a breakdown into variable components (i.e. The hypothetical maximum amount in 2021 of the excess of those the accrual of which is subject to the achievement the variable components of remuneration over 100% of the of results or specific objectives) and fixed components (all fixed components for the 1,002 persons benefiting from this other remuneration items), as described in more detail in proposal at 31 December 2020, if all such persons reached the director remuneration policy. the Maximum Variable Remuneration Ratio of 200%, would be 356 million euros.

For purposes of this resolution, the persons for which approval is requested for a Maximum Variable Remuneration In view of this data and of the considerations set forth above Ratio of 200% have been selected on the grounds described regarding the alignment of remuneration with the Group’s above from among all persons making up the Identified Staff long-term interests, it is noted that the decision to approve as at 31 December 2020. The Exhibit to this report includes a a maximum level of variable remuneration for the persons breakdown of the aforementioned number of beneficiaries indicated above would not affect the Bank’s maintenance at 31 December 2020 and the respective positions thereof. of a solid equity base or its obligations under the solvency The customary changes in membership of the Identified rules. Specifically, the impact on both the total phase-in Staff, the possibility of additional regulatory changes to the and fully loaded capital ratios of the Santander Group at definition thereof, and the possibility that new persons may 31 December 2020 in the aforementioned circumstances be included in this group, make it advisable to ask approval estimated by the Bank (108 million euros of excess of from the shareholders at the general meeting for up to a variable remuneration over 100% of the fixed components) maximum of 50 new persons not included in the Exhibit also would amount to 2 basis points, considering only those who to be beneficiaries of a Maximum Variable Remuneration would exceed a ratio of 100%, and, in a scenario in which Ratio of 200%, for which reason the maximum number the ratio for all members of the Identified Staff for which of members of the Identified Staff for which the approval approval is requested reached 200%, it would amount to is requested, including those listed in the Exhibit, is 1,052 6 basis points. Furthermore, for purposes of the provisions (0.55% of the total staff). of rule 39, section 6 of Circular 2/2016 of 2 February from Banco de España to credit institutions on supervision and

4 Further information on the metrics and conditions to which the Award is subject can be found in the report of the remuneration committee and in the directors’ report regarding item Eleven of the agenda.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 69 solvency, which completes the adjustment of the Spanish legal system to Directive 2013/36/EU and to Regulation (EU) no 575/2013, it is noted that the board has especially taken into consideration the current Recommendation of the European Central Bank regarding distributions of dividends5, as well as the levels of and changes in the solvency of the Group.

Moreover, the proposed resolution is understood without prejudice to the need for the companies of the Group in which the members of the Identified Staff to which the resolution refers provide services to comply with the obligations that correspond thereto in each case for purposes of permitting the 100% ratio to be exceeded.

5 Recommendation of the European Central Bank of 15 December 2020 on dividend distributions during the COVID-19 pandemic and repealing Recommendation ECB/2020/35 (ECB/2020/62).

70 2021 Annual General Meeting EXHIBIT

MEMBERS OF THE IDENTIFIED STAFF AT 31 DECEMBER 2020 WITH RESPECT TO WHICH APPROVAL IS REQUESTED FOR A MAXIMUM VARIABLE REMUNERATION RATIO OF 200%

POSITION Nº POSITION Nº

ARGENTINA 9

GERENTE GENERAL 1 GERENTE PRINCIPAL 8

BRAZIL 138

DIR PRESIDENTE 1 SUPTE EXEC CRED CONSIGNADO 1

DIR VICE PRESIDENTE EXEC 10 SUPTE EXEC DESENV CORP (CS) 1

DIRETOR 25 SUPTE EXEC EMPRESAS (CS) 2

DIRETOR EXECUTIVO 2 SUPTE EXEC FINANCEIRO (CS) 2

DIRETOR PRESIDENTE 4 SUPTE EXEC JURIDICO (CS) 2

EXEC PROD MANAGER II 1 SUPTE EXEC OPERACOES (CS) 1

EXEC PROD MANAGER II (CS) 1 SUPTE EXEC PARCERIAS (CS) 1

EXEC SALES MANAGER II (CS) 1 SUPTE EXEC PRIVATE BKG (CS) 1

EXEC TRADER MANAGER II 4 SUPTE EXEC PROD CARTOES (CS) 1

EXEC TRADER SPECIALIST I 1 SUPTE EXEC PRODUTOS (CS) 1

EXECUTIVE IB II 1 SUPTE EXEC REDE (CS) 14

EXECUTIVE IB II (CS) 1 SUPTE EXEC SECURITIZACAO (CS) 1

SENIOR EXECUTIVE (CS) 18 SUPTE EXEC SEGMENTO (CS) 1

SENIOR EXECUTIVE IB (CS) 8 SUPTE EXECUTIVO (CS) 9

SENIOR PRIVATE BANKER 2 SUPTE FINANCEIRO 1

SUPTE EXEC COMERCIAL (CS) 1 SUPTE FINANCEIRO (CS) 1

SUPTE EXEC COML PRIV BKG (CS) 1 SUPTE OUVIDORIA (CS) 1

SUPTE EXEC CORPORATE (CS) 9 SUPTE PRODUTO PRIVATE BKG 1

TRADER V 1 VP SUPERGET 1

VP TI 1 CEO GETNET 1

SUPTE EXEC NEGOCIOS DIGITAIS 1

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 71 POSITION Nº POSITION Nº

CORPORATE CENTRE 217

ANALYSIS & CONTROL VICE-PRESIDENT 1 HEAD 1

BANKER DIRECTOR 1 HEAD (WHL) (CERT) 3

BRANCH MANAGER 1 HEAD OF BANKING & CORPORATE FINANCE, CHINA 1

BUS/CORPBANKING GROUP VP 1 HEAD OF CORPORATE FINANCE, ASIA PACIFIC 1

CEO 1 HEAD OF EXPORT & AGENCY FINANCE, GLOBAL TRANSACTION BANKING, ASIA PACIFIC 1 CHIEF OPERATING OFFICER, ASIA PACIFIC 1 HEAD OF FINANACIAL MANAGEMENT, ASIA PACIFIC 1 COMMERCIAL DEV. VICE-PRESIDENT 2 HEAD OF GLOBAL MARKETS, ASIA PACIFIC 1 COMMUNICATION GROUP VP 1 HEAD OF INSTITUTIONAL BUSINESS GLOBAL 1 COMP&BEN HR SPEC. GROUP VP 2 HEAD OF LEGAL, ASIA PACIFIC 1 CONSEJERO DELEGADO 1 HEAD OF TRADING, ASIA PACIFIC 1 DC RECURSOS HUMANOS 1 HR MANAGEMENT GROUP VP 2 DIGITAL TRANSF GROUP VP 1 LEGAL GROUP VP 2 DIGITAL TRANSFORMATION GROUP VICE- PRESIDENT 3 MANAGING DIRECTOR, BANKING & CORPORATE FINANCE 1 DTOR. BANCO MADESANT 1 MANAGING DIRECTOR, CORPORATE SALES, ESP SANCO PRODUCT DIRECTOR 1 GLOBAL MARKETS 1

EXECUTIVE DIRECTOR, GLOBAL MARKETS SALES 4 MANAGING DIRECTOR, HEAD OF BANKING & CORPORATE FINANCE, NORTH EAST ASIA 1 EXECUTIVE VICE PRESIDENT 45 MANAGING DIRECTOR, HEAD OF GLOBAL DEBT EXECUTIVE VICE-PRESIDENT 8 FINANCING, ASIA 1

FINANCE GROUP VP 5 MANAGING DIRECTOR, HEAD OF GLOBAL TRANSACTION BANKING, ASIA 1 MANAGING DIRECTOR, GLOBAL MARKETS SALES 1 MANAGING DIRECTOR, REGIONAL HEAD MANAGING DIRECTOR, HEAD OF BANKING & OF HUMAN RESOURCES 1 CORPORATE FINANCE, ASIA PACIFIC 1 MANAGING DIRECTOR, TREASURY SALES 1 GLOBAL CIO 1 MGT & CONTR IT GROUP VP 2 GOVERNANCE GROUP VP 2 MGT & CONTR IT VICE-PRESIDENT 3 GROUP EXECUTIVE VICE-PRESIDENT 2 OPERATIONS GROUP VP 1 GROUP SENIOR EXECUTIVE VICE- PRESIDENT 1 OPERATIONS VICE-PRESIDENT 1 GROUP SENIOR EXECUTIVE VP 5 PRESIDENTA 1

72 2021 Annual General Meeting POSITION Nº POSITION Nº

PRODUCT DIRECTOR 5 TWA - EXEMPT 1

PRODUCT MANAGER II 1 UK DIRECTOR (WHL) 2

PRODUCT SPECIALIST - M2 1 VICE PRESIDENT 1

PRODUCT VICE - PRESIDENT 11 VICE-PRESIDENT 9

PROJECT GROUP VP 2 VICEPRESIDENTE 1

PROJECT VICE-PRESIDENT 1 DIR, PROJECT & ACQ FINANCE 1

REGIONAL HEAD FOR ASIA PACIFIC OF PRODUCT VP 1 GRUPO SANTANDER 1 DTOR ASUNTOS INSTITUCIONALESUE 1 RELATIONSHIP LEADERSHIP 1 SANCO TRADER VICE - PRESIDENT 11 SALES MANAGER II (WHL) (CERT) 1

SANCO BANKER VICE - PRESIDENT 1

SANCO EXECUTIVE VICE-PRESIDENT 1

SANCO LEGAL VICE-PRESIDENT 1

SANCO OPERATIONS VICE-PRESIDENT 1

SANCO PRODUCT GROUP VICE-PRESIDENT 1

SANCO QUANTITATIVE ANALYSIS VICE- PRESIDENT_899 2

SANCO RESEARCH VICE-PRESIDENT 1

SANCO SALES VICE-PRESIDENT 4

SENIOR BANKER I (WHL) (CERT) 1

SENIOR BANKER II (WHL) (CERT) 1

SENIOR EXECUTIVE VICE-PRESIDENT 2

SENIOR EXECUTIVE VP 2

SLB STAFF (CERT) 9

STRATEG&CORPDEV GROUP VP 1

STRATEGY&CORPORATE DEV VICE - PRESIDENT 1

STRCTRDPRDCTSMNGR II-WHL CERT 2

TOP MGT/EXEC GROUP VP 7

TRADER GROUP VP 2

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 73 POSITION Nº POSITION Nº

CHILE 22

GERENTE GENERAL 1 JEFE DIVISION PRODUCTOS 1

HEAD BANKING-CORPORATE FINANCE 1 JEFE DIVISION TECNOLOGIA Y OPERACIONES 1

HEAD CORPORATE INVESTMENT BANKING 1 JEFE GESTION DE LA CAPACIDAD Y EXC. OPE. 1

HEAD FS Y A 1 JEFE GESTION FINANCIERA 1

HEAD GLOBAL MARKETS 1 JEFE INNOVACION Y ALIANZAS ESTRATEGICAS 1

JEFE CDO 1 JEFE RED BANCO 1

JEFE DIVISION ADMINISTRACION 1 JEFE RELACION CON INVERSIONISTAS 1

JEFE DIVISION BEI 1 JEFE RRLL Y SERVICIO A PERSONAS 1

JEFE DIVISION CLIENTES EXP Y CALIDAD 1 JEFE SERVICIOS 1

JEFE DIVISION COMERCIAL 1 PRESIDENTE EJECUTIVO 1

JEFE DIVISION FINANCIERA 1 COLOMBIA 2

JEFE DIVISION PERSONAS Y COMUNICACIÓN 1 PRESIDENTE 1

VICEPRESIDENTE CIB 1

SPAIN 79

ASSET & LIABITLITY MANAGER II 1 DTOR DESARROLLO NEGOCIO 3

BANKER SENIOR III 1 DTOR DISTRIBUCIÓN 1

CONSEJERO DELEGADO 1 DTOR ESTRATEGIA 1

DIR BANCA COMERCIAL 1 DIRECTOR COMERCIAL EMPRESAS 1

DIR BCA DIGITAL E INNOVACIÓN 1 DIRECTOR COMERCIAL UNIVERSAL 1

DIR SANTANDER PERSONAL & CC 1 DIRECTOR DE AREA 12

DIRECTOR CAPITAL 1 DIRECTOR GRANDES EMPRESAS 1

DIRECTOR SANTANDER TECNOLOGÍA 1 DIRECTOR MARKETING 1

DTOR ADJUNTO 2 DIRECTOR ORGANIZACION 1

DTOR AS JURIDICA BCA COMERCIAL 1 DIRECTOR PRODUTOS EMPRESAS 1

DTOR ATENCIÓN AL CLIENTE 1 DTOR ASESORÍA FISCAL 1

DTOR COMPENSACIÓN Y BENEFICIOS 1 DTOR ASESORÍA JCA MAYORISTA 2

DTOR COSTES 1 DTOR ASESORÍA JCA PROCESAL 1

74 2021 Annual General Meeting POSITION Nº POSITION Nº

DTOR TECNOLOGÍA 2 DTOR PLANES NEGOCIOS 2

DTOR TECNOLOGÍA Y OPERACIONES 1 DTOR PLANIFICACIÓN Y CONTROL 1

DTOR TERRITORIAL 13 DTOR PROYECTO 1

DTOR TERRITORIAL INSTITUCIONAL 1 EXECUTIVE VICE-PRESIDENT 1

DTOR UCR 1 HEAD 5

ESP GRUPO DTOR SANTANDER OPERA 1 PRODUCT MANAGER I 1

DTOR GESTIÓN FINANCIERA 1 SALES MANAGER II 2

DTOR NEGOCIO HIPOTECARIO 1 DTOR RECUPERACIONES 2

DTOR OPERACIONES 1 DTOR RED DE EMPRESAS 1

MEXICO 46

BANQUERO DIR UHNW 1 DIR EJEC NEGOCIO RECUPERACIONE 1

DE OPERACIONES Y PROCESOS 1 DIR EJEC PDM & SOLUTIONS 1

DGA CHIEF FINANCIAL OFFICER 1 DIR EJEC PLANEACION COMERCIAL 1

DGA ESTR ASU PUB JEF GAB PR EJ 1 DIR EJEC RECUPERACIONES 1

DGA RECURS CORPOR RECUPERACION 1 DIR EJEC RECURSOS HUMANOS 1

DIR EJEC ACPM ESTRUCTURACION 1 DIR EJEC RED BCA PRIVADA 1

DIR EJEC BCA DIGIT Y SPOTLIGHT 1 DIR EJEC RELACION INVERSIONIST 1

DIR EJEC CHIEF OPERA OFFI SCIB 1 DIR EJEC SEGMENTO PRIVADA 1

DIR EJEC CIB CORPOR INVEST BAN 2 DIR EJEC UHNW 1

DIR EJEC CREDITO PARTICULARES 1 DIR GRAL ADJ BCA EMP E INST 1

DIR EJEC DE CAPITAL 1 DIR GRAL ADJ ETRATEGIA NEGOCIO 1

DIR EJEC DE ESTRATEGIA 1 DIR GRAL ADJ GLOBAL CORP BANK 1

DIR EJEC EQUITY 1 DIR GRAL ADJ NEGOCIOS ESPECIALIZADOS 1

DIR EJEC ESTRATEGIA CLIENTES 1 DIR GRAL ADJ RED COMERCIAL 1

DIR EJEC GESTION FINANCIERA 1 DIR GRAL ADJ SANT CORP&INVES B 1

DIR EJEC GLOB TRANSACT BANKING 1 EXECUTIVE DIRECTOR 5

DIR EJEC HEAD REGIONAL RESE AM 1 MANAGING DIRECTOR 3

DIR EJEC MERCADOS 1 PRESIDENTE EJEC DIR GRAL GF 1

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 75 POSITION Nº POSITION Nº

VICEPRESIDENTE BANCA COMERCIAL 1 PERU 3

DIR EJEC SOLUCIONES FINANCIERA 1 DIRECTOR COMERCIAL 1

DIR EJEC TEC INFORMACION CIO 1 DIRECTOR GENERAL DE NEGOCIOS RETAIL 1

GERENTE GENERAL 1

POLAND 26 PORTUGAL 41

CHIEF CORPORATE CLIENTS OFFICER 1 ADJ ADM AR RECUP DESINVESTIM 1

CHIEF CUSTOMER OFFICER 1 ADJ ADM REDE PART E NEG NORTE 1

CHIEF INFORMATION OFFICER 1 ADJUNTO ADM.PEL COMERCIAL PN 1

CHIEF OPERATIONS OFFICER 1 ADMINISTRADOR EXECUTIVO 4

CHIEF TECHNOLOGY OFFICER 1 D NEGÓCIO INTERNACIONAL 1

CISO 1 D PARTIC.E NEGOCIOS ACORES 1

CZŁONEK ZARZĄDU 3 D PLANEAMENTO GESTAO BALANCO 1

DYR. DEP. OBSŁUGI PRAWNEJ BIZNESU 1 DIRETOR 4

DYR. DEP. PARTNERSTWA BIZNESOWEGO 1 DIRETOR ADJUNTO ADMINISTRAÇÃO 5

DYR. DEP. TRANSAKCJI NA RYNKACH FINANS. 1 DIRETOR EXECUTIVO 13

DYR. DEP. ZARZ. I TRANSFORMACJI PROCESÓW 1 PRESIDENTE ASSET MANAGEMENT 1

DYR. OBSZ. KOMUNIK. KORPORAC. I MARKET. 1 PRESIDENTE CE SEGURADORA 1

DYR. OBSZ. STRAT. I TRANSF. MODELU BIZN. 1 PRESIDENTE COMISSÃO EXECUTIVA 1

DYR. OBSZARU BANKOWOŚCI BIZNES. I KORP. 1 RESPONSÁVEL DE ÁREA 1 1

DYREKTOR CENTRUM ARCHITEKTURY IT 1 RESPONSÁVEL DE ÁREA 2 1

DYREKTOR DEPARTAMEN. CYBERBEZPIECZEŃSTWA 1 VICE PRESIDENTE COMISSÃO EXEC. 1

DYREKTOR OBSZARU INFORMACJI ZARZĄDCZEJ 1 VOGAL CONSELHO ADMINISTRACAO 3

DYREKTOR OBSZARU PRAWNEGO 1

DYREKTOR OBSZARU RYNKÓW FINANSOWYCH 1

P.O. DYREKTORA DEPARTAMEN. CYBERBEZPIECZEŃSTWA 1

WICEPREZES ZARZĄDU 3

PREZES ZARZADU 1

76 2021 Annual General Meeting POSITION Nº POSITION Nº

SANTANDER ASSET MANAGEMENT 20 SANTANDER CONSUMER FINANCE (SCF) 34

CEO LOCAL 1 EXECUTIVE VICE-PRESIDENT 10

CHIEF INVESTMENT OFFICER 1 BEREICHSLEITER 2

FINANCE DIRECTOR 1 CEO 3

HUMAN RESOURCES DIRECTOR 1 CEO SANTANDER CONSUMER FINANCE 1

LEGAL DIRECTOR 1 CHIEF EXECUTIVE OFFICER 2

MGT & CONTR IT DIRECTOR 1 CONSUMER FINANCING SERVICES VICE - PRESIDENT 1

PRODUCT DIRECTOR 1 DIRECTOR UNIDAD SCF 1

SALES DIRECTOR 4 EXECUTIVE 1

VICE-PRESIDENT 1 GENERAL MANAGEMENT 1

HEAD OF FIXED INCOME LATAM 1 GENERAL MANAGER 1

HEAD OF GMAS 1 HUMAN RESOURCES VICE - PRESIDENT 1

HEAD OF INVESTMENT TEAM 1 HUMAN RESOURCES VICE-PRESIDENT 1

SENIOR FUNDS EXECUTIVE 1 LEGAL VICE-PRESIDENT 1

SENIOR PORTFOLIO MANAGER 1 MANAGEMENT OFFICE 1

CEO LOCAL 1 OPERATIONS VICE-PRESIDENT 1

CEO, UK 1 PROJECT MANAGER I 1

GCHRO 1 TOP MANAGEMENT/EXECUTIVES VICE-PRESIDENT 1

VORSTAND 4

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 77 POSITION Nº POSITION Nº

SANTANDER LONDON BRANCH (SLB) 34

DIRRED (WHL) (CERT) 2 SENIOR BANKER I (WHL) (CERT) 1

ED SPONSORS, INFRA & UTILITIES 1 SENIOR BANKER II (WHL) (CERT) 3

PRODUCT MANAGER I (WHL) (CERT) 1 TRADING MANAGER I (WHL) (CERT) 4

PRODUCT MANAGER II (WHL)(CERT) 1 TRADING MGR II (WHL) (CERT) 4

RESEARCH MGR II (WHL) (CERT) 1 UK DIRECTOR (CERT) 2

SALES MANAGER I (WHL) (CERT) 3 UK DIRECTOR (WHL) (CERT) 8

SALES MANAGER II (WHL) (CERT) 3

SWITZERLAND 7

COMMERCIAL DIRECTOR, EXECUTIVE BANKER 1 SENIOR BANKER 3

GENERAL MANAGER 1 TEAM LEADER III 1

REGIONAL HEAD, EXECUTIVE BANKER 1

UK 153

AFM STAFF 3 CHIEF OF STAFF TO THE CHIEF OPERATING OFFICER 1

CEO - PSA FINANCE 1 CHIEF OPERATING OFFICER 2

CEO CHIEF OF STAFF, UNIVERSITIES, SUSTAINABILITY CHIEF OPERATING OFFICER, CCB 1 AND CSR 1 CHIEF OPERATING OFFICER, SANTANDER CEO OF INSURANCE AND PROTECTION 1 CORPORATE BANK UK 2

CEO, RETAIL & BUSINESS BANKING 1 CHIEF TRANSFORMATION OFFICER 1

CHANGE AND EXECUTION DIRECTOR, CHIEF COMMERCIAL DIRECTOR - SANTANDER OPERATING OFFICE 1 CONSUMER FINANCE 1

CHIEF CUSTOMER AND INNOVATION OFFICER 1 COO AND LEGAL COUNSEL 1

CHIEF EXECUTIVE OFFICER 1 DEPUTY CEO 1

CHIEF HR OFFICER 1 DEPUTY CEO - PSAF 1

CHIEF INFORMATION & CHANGE OFFICER 1 DEPUTY MLRO 1

CHIEF INFORMATION TECHNOLOGY OFFICER 1 DIRECTOR CUSTOMER ENGAGEMENT SQUADS & DIGITAL INTERMEDIARIES 1 CHIEF LEGAL & REGULATORY OFFICER 1 DIRECTOR FINANCIAL CRIME CENTRE OF EXCELLENCE 1 CHIEF MARKETING OFFICER 1 DIRECTOR MORTGAGE MARKETING 1 DIRECTOR OF ALM 1

78 2021 Annual General Meeting POSITION Nº POSITION Nº

DIRECTOR, ENTERPRISE PORTFOLIO MANAGEMEN DIRECTOR, LEGAL - LITIGATION, CONTENTIOUS OFFICE 1 REGULATORY & COMPETITION 1

DIRECTOR OF CHANGE & TRANSFORMATION - DIRECTOR, SIMPLIFICATION 1 RETAIL & BUSINESS BANKING 1 DIRECTOR, TRANSFORMATION (CONTROLS) 1 DIRECTOR OF COPORATE COMMUNICATIONS 1 DIRECTOR, YORKSHIRE & NE 1 DIRECTOR OF COPORATE COMMUNICATIONS (INTERIM HEAD) 1 ED CONSUMER, RETAIL & HEALTHCARE 1

DIRECTOR OF CORPORATE DEVELOPMENT 1 ED METALS & MINING/INDISTRIALS & ATS 1

DIRECTOR OF CUSTOMER INSIGHT & NEEDS 1 ED MULTI-NATIONALS 1

DIRECTOR OF CUSTOMER OPERATIONS, RETAIL & ED OIL & GAS 1 BUSINESS BANKING 1 HEAD OF ASSET FINANCE 1 DIRECTOR OF FINANCIAL CRIME (UK MRLO) 1 HEAD OF BRANCH INTERACTIONS 1 DIRECTOR OF FORENSIC INVESTIGATION 1 HEAD OF BUSINESS DEVELOPMENT - DIRECTOR OF FUNDING & COLLATERAL SANTANDER SERVICES 1 MANAGEMENT 1 HEAD OF CCB BUSINESS DEVELOPMENT 1 DIRECTOR OF GOVERNANCE & REGULATORY AFFAIRS 1 HEAD OF CONTACT CENTRE TRANSFORMATION 1 DIRECTOR OF HR BUSINESS PARTNERS & HR OPERATIONS 1

DIRECTOR OF INVESTORS RELATIONS AND HEAD OF CUSTOMER INTERACTIONS 1 STRATEGIC INITIATIVES 1 HEAD OF CUSTOMER SOLUTIONS 1 DIRECTOR OF OPERATIONAL EXCELLENCE & CONTROL SERVICES 1 HEAD OF DEPARTMENT (CERT) 1

DIRECTOR OF ORGANISATIONAL CAPABILITIES HEAD OF EXTERNAL COMMUNICATIONS 1 AND SOLUTIONS 1 HEAD OF GTB UK 1 DIRECTOR OF PENSIONS 1 HEAD OF HOTELS 1 DIRECTOR OF REMEDIATION AND REGULATORY PROJECTS 1 HEAD OF INNOVATION SERVICES 1

DIRECTOR OF TRANSFORMATION & SUPPORT, HEAD OF STRATEGY, CORPORATE DEVELOPMENT, RETAIL DISTRIBUTION 1 NEW BUSINESS DEVELOPMENT & CHIEF HR OFFICER 1 DIRECTOR OF WEALTH MANAGEMENT 2 HEAD OF INTERNATIONAL AND SECTOR DIRECTOR, COMMUNITIES 1 SOLUTIONS 1

DIRECTOR, CULTURE & CAPABILITY 1 HEAD OF INTERNATIONAL CLIENT 1

HEAD OF INTERNATIONAL & TRANSACTIONAL HEAD OF INVOICE FINANCE 1 BANKING, CCB 1

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 79 POSITION Nº POSITION Nº

HEAD OF LEGAL (WHOLESALE MARKETS) 1 IT & OPERATIONS DIRECTOR - SANTANDER CONSUMER FINANCE 1 HEAD OF LOAN & RESTRUCTURED FINANCE 1 LENDING & BANKING OPERATIONS DIRECTOR 1 HEAD OF MORTGAGES 1 MANAGING DIRECTOR - NORTH EAST, SCOTLAND & NI 1 HEAD OF OPERATIONS & LEAN AUTOMATION - SANTANDER SERVICES 1 MANAGING DIRECTOR, COMMUNITIES & WEST MIDLANDS 1 HEAD OF ORGANISATION AND COSTS 1 MANAGING DIRECTOR, EAST OF ENGLAND 1 HEAD OF ORIGINATION & CLIENT COVERAGE, CCB 1 MANAGING DIRECTOR, LONDON & SE 1 HEAD OF PORTFOLIO MANAGEMENT 1 MANAGING DIRECTOR, MORTGAGES 1 HEAD OF PRODUCTS 1 MANAGING DIRECTOR, NORTH WEST 1 HEAD OF PRODUCTS & CHANNELS, TRANSACTIONAL BANKING 1 MANAGING DIRECTOR, REAL ESTATE 1

HEAD OF PROJECT & SPECIALISED FINANCE 1 MD SANTANDER INTERNATIONAL 1

HEAD OF SANTANDER BUSINESS SOLUTIONS 1 MD, CATER ALLEN 1

HEAD OF SANTANDER CORPORATE AND MD, CUSTOMER INTERACTIONS CONTACT CENTRES 1 COMMERCIAL BANKING 1 HEAD OF STRATEGIC FUTURE TECH 1 HEAD OF SANTANDER CORPORATE AND INVESTMENT BANKING UK (RING FENCED BANK) 1 SECTOR HEAD, SOCIAL HOUSING 1

HEAD OF SECURITY AND PRIVACY SERVICES NATIONAL HEAD OF FINANCIAL SPONSORS 1 AND CHIEF INFORMATION SECURITY OFFICER 1 NATIONAL HEAD OF GROWTH CAPITAL 1 HEAD OF SMALL BUSINESS 1 NATIONAL HEAD SF CORPORATES 1 HEAD OF SPECIALIST BUSINESS UNITS 1 PEOPLE DIRECTOR AND DEPUTY CHIEF HR MD, HEAD OF SHORT TERM MARKETS & OFFICER 1 CO- HEAD EUROPEAN SECURITIES FINANCE 1 PEOPLE TRANSFORMATION DIRECTOR 1 HEAD OF STRUCTURED FINANCE, CCB 1 POLICY, EMPLOYEE RELATIONS & CHANGE DIRECTOR 1 HEAD OF TRADE & SUPPLIER FINANCE 1 PRODUCT MANAGER I (WHL) (CERT) 1 HEAD OF WORKPLACE TRANSFORMATION 1 PROJECT INVICTUS - CLIENT JOURNEY LEAD 1 HEAD, TRANSACTIONAL BANKING & LIQUIDITY SOLUTIONS 1 QUANTATIVE ANALYSISMGR I (WHL) 1

HR COO 1 RATES SOLUTIONS 1

INTERIM HEAD OF FINANCIAL CRIME PREVENTION 1 REAL ESTATE & LEISURE 1

REGIONAL DIRECTOR, L&SE - BUSINESS SERVICES 1

80 2021 Annual General Meeting POSITION Nº POSITION Nº

REGIONAL DIRECTOR, L&SE - CONSUMER SERVICES 1 STRUCTURED FINANCE 1

REGIONAL DIRECTOR, L&SE - INDUSTRIALS 1 TRADE ORIGINATION 1

REGIONAL DIRECTOR, REAL ESTATE MIDLANDS TRADING MGR II (WHL) (CERT) 1 & SOUTH WEAT 1 UK CIB 1 REGIONAL DIRECTOR, WEST MIDLANDS 1 UK DIRECTOR (CERT) 3 REGIONAL MANAGING DIRECTOR, SOUTH WEST 1 XVA/LINK DESK 2 REWARD & PERFORMANCE MANAGEMENT DIRECTOR 1 SCF GLOBAL ACCOUNT DIRECTOR 1 SENIOR BANKER I (WHL) (CERT) 1 REGIONAL DIRECTOR, REAL ESTATE NORTH & SCOTLAND 1 SENIOR BANKER II 1 REGIONAL DIRECTOR, SCOTLAND & NI 1 SENIOR MANAGER 1 REGIONAL DIRECTOR, SOUTH WEST & SOUTH WALES 1 STRATEGY, HR AND SPECIAL PROJECTS DIRECT - SANTANDER CONSUMER FINANCE 1 REGIONAL MD, SOUTH WEST & WEST MIDS 1

STRCTRDPRDCTSMNGR II-WHL CERT 1 RETAIL CFO 1

URUGUAY 2

GERENTE GENERAL 1 GERENTE GENERAL - COUNTRY HEAD 1

USA 169

CEO 2 CHIEF OPERATION OFFICER - CIB 1

CFO 1 CHIEF STRATEGY OFFICER 1

CHIEF COMMUNICATIONS OFFICER 1 CHIEF TECHNOLOGY OFFICER - SC 1

CHIEF EXEC OFFICER SHUSA 1 CHRO 1

CHIEF EXECUTIVE OFFICER 1 CIO 2

CHIEF FINANCIAL OFFICER 2 CIO OF DATA & CORPORATE FUNCTIONS 1

CHIEF FINANCIAL OFFICER - SC 1 EXECUTIVE DIRECTOR, HEAD OF ANALYTICS AND DECISION SCIENCE 1 CHIEF HUMAN RESOURCES OFFICER - SC 1 COMMERCIAL BANKING RELATIONSHIP MANAGER - IC3 1 CHIEF INFO SECURITY OFFICER US 1 COMMERCIAL DIRECTOR 1 CHIEF INFORMATION OFFICER 2 CORPORATE BANKING RELATIONSHIP MANAGER - M2 5 CHIEF LEGAL OFFICER 1 CLO 1 CHIEF OPERATING OFFICER - GCB 1 CTO 1 CHIEF OPERATING OFFICER - SBNA 1

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 81 POSITION Nº POSITION Nº

DIRECTOR OF PRODUCTS 1 EXECUTIVE DIRECTOR, STRATEGY, UNDERWRITING & PORTFOLIO MANAGEMENT 1 DIRECTOR, PROGRAM MANAGEMENT 1 EXECUTIVE DIRECTOR, TREASURY 2 EXECUTIVE BANKER 2 EX-PR CEO 1 EXECUTIVE BANKER - TEAM LEADER 1 GTB PRODUCT SPECIALIST - M2 1 EXECUTIVE DIRECTOR, ASSET BASED LENDING & RESTUCTURING FINANCE 1 HEAD OF BRANCH OPERATIONS 1

EXECUTIVE DIRECTOR, BENEFITS 1 HEAD OF CBB INITIATIVES ENABLEMENT 1

EXECUTIVE DIRECTOR, BUSINESS MANAGEMENT 1 HEAD OF CHRYSLER CAPITAL AND AUTO RELATIONSHIPS 1

EXECUTIVE DIRECTOR, COMPENSATION, HEAD OF CIB BUSINESS MANAGEMENT 1 BENEFITS, & PAYROLL 1 HEAD OF COMMERCIAL REAL ESTATE AND EXECUTIVE DIRECTOR, CORPORATE SECRETARY 1 VEHICLE FINANCE 1

EXECUTIVE DIRECTOR, CORPORATE SERVICES 1 HEAD OF CONSUMER & BUS BANKING 1

EXECUTIVE DIRECTOR, FINANCIAL PLANNING HEAD OF DATA & ANALYTICS 1 & ANALYSIS 4 HEAD OF FINANCE, COSTS, ORG. & EXECUTIVE DIRECTOR, GOVERNANCE & GRAL. SERVICES 1 REGULATORY RELATIONS 1 HEAD OF GLOBAL DEBT FINANCE 1 EXECUTIVE DIRECTOR, GOVERNMENT RELATIONS & PUBLIC POLICY 1 HEAD OF GLOBAL TRANSACTION BANKING 1

HEAD OF DIGITAL AND SERVICE FOR OTHERS - SC 1 HEAD OF INFRASTRUCTURE SHUSA 1

EXECUTIVE DIRECTOR, HEAD OF BRANCH NETWORK 1 HEAD OF OPERATIONS 1

EXECUTIVE DIRECTOR, HEAD OF BUSINESS BANKINK 1 HEAD OF STRATEGIC RETAIL OPERATIONS 1

EXECUTIVE DIRECTOR, HEAD OF CONSUMER HEAD OF U.S. CORPORATE & INVESTMENT BANKING 1 LENDING AND DEPOSIT PRODUCTS 1 IT CHIEF OPERATIONS OFFICER 1 EXECUTIVE DIRECTOR, HEAD OF CUSTOMER EXPERIENCE 1 MANAGING DIRECTOR 1

EXECUTIVE DIRECTOR, HEAD OF HOME LOANS 1 MANAGING DIRECTOR, BUSINESS MGMT & FRONT OFFICE TRANSFORMATION 1 EXECUTIVE DIRECTOR, HEAD OF WEALTH 2 MARKET DIRECTOR - M3 5 EXECUTIVE DIRECTOR, HUMAN RESOURCES BUSINESS PARTNER 1 NATIONAL BUSINESS DIRECTOR - INVESTMENTS 1

EXECUTIVE DIRECTOR, MIDDLE MARKET 2 PREMIER BANKING DIRECTOR 1

EXECUTIVE DIRECTOR, PRODUCT & CAPABILITIES 1 PRODUCT INTELLIGENCE DIRECTOR 1

EXECUTIVE DIRECTOR, PROGRAM MANAGEMENT 1 PRODUCT SPECIALIST - IC3 17

82 2021 Annual General Meeting POSITION Nº POSITION Nº

PRODUCT SPECIALIST - IC4 1 SR. DIRECTOR, CUSTOMER AND EMPLOYEE EXPERIENCE 1 PRODUCT SPECIALIST - M2 12 SR. DIRECTOR, CUSTOMER SERVICE 1 PRODUCT SPECIALIST - M3 3 SR. DIRECTOR, DEALER QUALITY 1 REGIONAL DIRECTOR 4 SR. DIRECTOR, LEASE END & AUCTION ACCOUNTS 1 SBNA HEAD OF COMMERCIAL BANKING 1 SR. DIRECTOR, LOAN OPERATIONS 2 SNBA HEAD OF CONSUMER & BUS BANKING 1 SR. DIRECTOR, MARKETING 1 HEAD OF DECISION SCIENCES AND MODEL DEVELOPMENT 1 SR. DIRECTOR, MODEL DEVELOPMENT 1 SC CEO 1 SR. DIRECTOR, PRODUCT DEVELOPMENT 1 SC CLO 1 SR. DIRECTOR, PRODUCT MANAGEMENT 1 SENIOR BANKER 2 SR. DIRECTOR, QUALITY MANAGEMENT 1 SENIOR EXECUTIVE, CHIEF MARKETING OFFICER AND US HEAD OF DIGITAL, INNOVATION AND SR. DIRECTOR, RESEARCH 1 PAYMENT STRATEGY 1 SR. DIRECTOR, TECHNICAL PROJECT MANAGEMENT 1 SHUSA CHIEF DATA OFFICER 1 SR. DIRECTOR, TREASURY 1 SR. DEPUTY GENERAL COUNSEL 5 SR. EXECUTIVE, HEAD OF MID-CORPORATE BANKING 1 SR. DIRECTOR, BUSINESS INTELLIGENCE & REPORTING 1 UNDERWRITING - IC3 1

SR. DIRECTOR, CHIEF INFORMATION OFFICER -SC 1 UNDERWRITING & PORTFOLIO MANAGEMENT - M2 1

SR. DIRECTOR, CHIEF INFORMATION SECURITY UNDERWRITING & PORTFOLIO MANAGEMENT - M3 2 OFFICER - SC 1 US CHIEF OF STAFF & HEAD OF TRANSFORMATION SR. DIRECTOR, COLLECTIONS 1 - SHUSA 1

SR. DIRECTOR, CREDIT 1

OVERALL TOTAL 1002

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 83 Proposal: (ii) Authorisation.

To approve a maximum ratio of 200% between the variable Without prejudice to the general provisions set forth and fixed components of the total remuneration of the in item Twelve or to the powers of the board of executive directors and of certain employees belonging to directors in remuneration matters under the Bylaws categories with professional activities that have a material and the rules and regulations of the board, the impact on the risk profile of the Group upon the terms set board of directors of the Bank is hereby authorised, forth below: to the extent required, to implement this resolution, with the power to elaborate, as necessary, on the content hereof and that of the agreements and other (i) Number of affected persons: certain members documents to be used or adapted for such purpose. of the Identified Staff (1,002 at 31 December Specifically, and merely by way of example, the board 2020, as itemised in the Exhibit to the detailed of directors shall have the following powers: recommendation prepared by the board of directors), and up to 50 additional beneficiaries, up to a total maximum of 1,052 persons. (a) To determine any modifications that should be made in the group of Identified Staff members that benefit from the resolution, The beneficiaries of this resolution include the within the maximum limit established by executive directors of Banco Santander and other the shareholders at the general meeting, as employees of Banco Santander or other companies well as the composition and amount of the of the Group belonging to the “Identified Staff” fixed and variable components of the total or “Material Risk Takers”, i.e. to categories with remuneration of said persons. professional activities that have a material impact on the risk profile of the Bank or of the Group, including senior executives, risk-taking employees (b) To approve the basic contents of the or employees engaged in control functions, as well agreements and of such other supplementary as other workers whose total remuneration places documentation as may be necessary or them within the same remuneration bracket as that appropriate. of the foregoing categories. However, it is noted that the categories of personnel who engage in control duties are generally excluded from the scope (c) To approve all such notices and supplementary of this resolution. The members of the Identified documentation as may be necessary or Staff have been selected pursuant to the standards appropriate to file with the European Central established in Commission Delegated Regulation Bank, Banco de España or any other public or (EU) No 604/2014 of 4 March 2014, supplementing private entity. Directive 2013/36/EU of the European Parliament and of the Council with regard to regulatory technical standards with respect to qualitative and appropriate (d) To take any action, carry out any procedure quantitative criteria to identify the categories of staff or make any statement before any public or whose professional activities have a material impact private entity or agency to secure any required on an institution’s risk profile and those of the policy authorisation or verification. for determining the Group’s Identified Staff. Likewise, the amendments that would derive from the final draft of the “Draft regulatory technical standards (e) To interpret the foregoing resolutions, with on criteria to define managerial responsibility and powers to adapt them to the circumstances control functions, a material business unit and a that may arise at any time without significant impact on its risk profile, and categories affecting their basic content, including any of staff whose professional activities have a material regulations or provisions or supervisory body impact on an institution’s risk profile” published by recommendations that may prevent their the European Banking Authority (EBA) on 18 June implementation upon the terms approved or 2020 have also been taken into account for these that require the adjustment thereof. purposes.

(f) In general, to take any actions and execute all such documents as may be necessary or appropriate.

84 2021 Annual General Meeting The board of directors is authorised to delegate REPORT AND PROPOSALS SUBMITTED BY THE BOARD OF (with the power of substitution when appropriate) DIRECTORS OF BANCO SANTANDER, S.A. REGARDING ITEMS to the executive committee or to any director with ELEVEN A, ELEVEN B, ELEVEN C, ELEVEN D AND ELEVEN E OF delegated powers, those delegable powers granted THE AGENDA FOR THE GENERAL SHAREHOLDERS’ MEETING pursuant to this resolution, all without prejudice to CALLED FOR 25 MARCH 2021, ON FIRST CALL, AND FOR 26 the representative powers that currently exist or may MARCH 2021, ON SECOND CALL be granted in relation to this resolution.

Within the framework of its policy on remuneration tied to The Company shall communicate the approval of this the delivery of shares, Banco Santander, S.A. (the “Bank” resolution to all Group companies engaging executives or the “Company”) has maintained the Deferred and or employees belonging to the Identified Staff and who Conditional Variable Remuneration Plan (Plan de Retribución are beneficiaries of this resolution, without prejudice to Variable Diferida y Condicionada) in effect since 2011, which the exercise by such of the Bank’s subsidiaries as may plan conformed at that time to Directive 2010/76/EU of 24 be appropriate in each case of the powers they hold to November, and to the Guidelines on Remuneration Policies implement the remuneration policy with respect to those and Practices approved by the Committee of European executives and employees and, if applicable, to adjust such Banking Supervisors (CEBS), published on 10 December policy to regulations or to the requirements of competent 2010, and which since financial year 2014 has conformed authorities in the respective jurisdiction, as well as to comply to Directive 2013/36/EU of the European Parliament and with the obligations that bind them for such purpose. of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms (“CRD Directive”). Item Eleven Approval of the application of remuneration plans involving the delivery of shares or share options: The CRD Directive, which was transposed into Spanish law by Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions (“Law 10/2014”), entailed Eleven A. Deferred Multiyear Objectives a revision of the rules previously in effect in two ways: (i) Variable Remuneration Plan. there was a tightening of the rules governing the variable remuneration of a certain group of employees of the relevant institutions (for example, by setting limits on the Eleven B. Deferred and Conditional Variable amount of the variable components of remuneration; see Remuneration Plan. the report on item Eleven of the agenda), and (ii) the group to which such rules apply (hereinafter, the “Identified Staff” or “Material Risk Takers”) was redefined in more stringent Eleven C. Digital Transformation Award. terms. As stated above, such changes were reflected by the Bank in the policies on variable remuneration for the Identified Staff or Material Risk Takers from financial year Eleven D. Application of the Group’s buy-out 2014 onwards. regulations.

In addition, for financial year 2016, changes were made to the Eleven E. Plan for employees of Santander policy on variable remuneration of the Identified Staff taking UK Group Holdings plc. and other into account changes in the best international practices as companies of the Group in the United regards remuneration and the recommendations issued Kingdom by means of options on in this respect by the competent authorities, including the shares of the Bank linked to the Guidelines on Sound Remuneration Policies under articles contribution of periodic monetary 74(3) and 75(2) of Directive 2013/36/EU and Disclosures amounts and to certain continuity under article 450 of Regulation (EU) No 575/2013, requirements. published by the European Banking Authority (EBA) on 21 December 2015 and which have applied since 1 January 2017, superseding the aforementioned Guidelines on Remuneration Policies and Practices of 2010.

The main new features of said policy were intended to: (i) simplify the beneficiary remuneration structure,

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 85 by integrating the variable components of the total Although the variable remuneration policy for the Identified remuneration within a single plan1; (ii) improve the ex Staff for financial year 2021 (hereinafter, the2021 “ Variable ante risk adjustment of the variable remuneration, using a Remuneration Policy”) is a continuation of the policy applied single group of annual quantitative and qualitative metrics since financial year 2016, the short-term quantitative that allow appropriate decisions within the appropriate metrics used to determine variable remuneration have risk framework to be compensated and strengthen the been simplified, with the seven used in 2020 and prior years alignment of the variable remuneration with the long-term being reduced to a total of four2. The Digital Transformation interests and objectives of the Bank and its shareholders; Award included in the policy for financial year 2019 has also and (iii) increase the impact of the long-term elements and been maintained in the 2021 Variable Remuneration Policy. the multiyear performance measures, particularly for those This award is aimed at a limited number of beneficiaries members of the Identified Staff who have the largest impact within the Santander Group and is intended to attract and on the institution’s risk profile, and combine more effectively retain the best talent to advance, accelerate and deepen the the short-term and long-term objectives (since fulfilment digital transformation of the Santander Group, which is one of short-term objectives would determine the maximum of its strategic priorities. amount of the long-term amount and such amount could only be reduced, but not increased). The main features of the 2021 Variable Remuneration Policy are described below. Furthermore, as a result of the approval and entry into force of Circular 2/2016 of 2 February from Banco de España to credit institutions on supervision and solvency, which I. Purpose and Beneficiaries completes the adjustment of the Spanish legal system to the CRD Directive and to Regulation (EU) no 575/2013, recovery or “clawback” clauses were introduced into the variable The 2021 Variable Remuneration Policy, which is applicable components of remuneration for financial year 2016, with to all of the Identified Staff3 or Material Risk Takers (and a new malus and clawback policy being approved as part of which, regarding the 2021 Digital Transformation Award, the Group’s remuneration policies. may also apply to some of the Identified Staff and to non-Identified Staff), establishes the provisions for the payment and, where applicable, quantification of the Finally, the update of the Group’s remuneration policies in variable remuneration of said Identified Staff in line with 2020 has taken into consideration Directive 2019/878/EU, the objectives of the Bank’s remuneration policies and in which amends Directive 2013/36/EU of 26 June 2013 on compliance with applicable laws and regulations. access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms (“CRD V Directive”), although the transposition thereof into Taking into account the varying impacts that different Spanish law has not been completed, after which the full members of the Identified Staff may have on the Santander implementation thereof in the Group’s policies in view of the Group’s risk profile, the variable remuneration for financial legal texts ultimately approved will be verified. In addition, year 2021 is implemented as follows: the draft Guidelines on Sound Remuneration Policies under Directive 2013/36/EU published by the European Banking Authority (EBA) on 29 October 2020 within the framework (i) for executive directors, senior management, country of the update to the guidelines published on 21 December heads, other key executives of the main countries 2015 have also been taken into consideration, also with a in which the Group operates, and, in general, Faro view to aligning them with the CRD V Directive. executives of the Group, through the sixth cycle of the Deferred Multiyear Objectives Variable Remuneration Plan (the variable remuneration

1 Except, where applicable, for contributions to benefits schemes that are calculated based on the variable remuneration and are therefore considered a variable component of total remuneration.

2 Detailed quantitative metrics, together with the qualitative evaluation and weightings, are set out in Section 6.4 of the “Corporate Governance” chapter of the consolidated directors’ report, which is part of the 2020 annual report.

3 It is noted that pursuant to the standards established in Commission Delegated Regulation (EU) No 604/2014, the Identified Staff or Material Risk Takers include certain persons who do not receive any variable remuneration. Therefore, such persons do not form part of the group of beneficiaries of the 2021 Variable Remuneration Policy.

86 2021 Annual General Meeting calculated through this plan, “Award A”), to which thereof over a period of three or five years, item Eleven A of the agenda refers; as applicable, according to the beneficiary’s profile4; and

(ii) for the rest of the Identified Staff, through the eleventh cycle of the Deferred and Conditional Variable (b) the Digital Award (applicable to certain Remuneration Plan (the variable remuneration members of the Identified Staff and other calculated through this plan, “Award B” and, employees of the Santander Group who are together with Award A, the “Award”), to which item not part of the Identified Staff). This award is Eleven B of the agenda refers; and to be received partly in shares and partly in share options, whose payment (or, in the case of the share options, exercise period) will be (iii) for certain members of the Identified Staff whose fully deferred in line with the current deferral performance is essential to the growth and digital policy for Identified Staff. transformation of the Santander Group, through the 2021 Digital Transformation Award (the variable remuneration calculated through this award, the - Scope of application. As stated, the 2021 Variable “Digital Award”), to which item Eleven C of the Remuneration Policy will apply to all of the agenda refers. The Digital Award may also be members of the Identified Staff who receive variable awarded to employees of the Santander Group who remuneration (at 31 December 2020, the Identified are not part of the Identified Staff. Staff is comprised of 1,394 persons, without prejudice to the final number of persons making up this group in 2021), plus the non-Identified Staff The beneficiaries of Award A will not receive Award B, and beneficiaries of the Digital Award, and provides vice versa. for the delivery of shares, share options or similar instruments of Banco Santander or, if applicable, of shares, share options or similar instruments of The envisaged number of beneficiaries of Award A is its listed subsidiaries. Specifically, the possibility of approximately 300 persons, the number of beneficiaries of total or partial delivery of securities, share options Award B is approximately 1,200 persons and the number or equivalent instruments of the respective listed of beneficiaries of the Digital Award is approximately 250 subsidiary, such as the ones in Mexico, Chile, Brazil, persons (without prejudice to the specific number of hires, Poland or Santander Consumer USA is contemplated. departures and promotions that finally occur during financial The board of directors, upon a proposal of the year 2021). remuneration committee, may approve the total or partial payment in shares of Banco Santander and/ or of the corresponding subsidiary in the proportion II. General Features of the Variable Remuneration of that it deems appropriate in each case and subject, the Identified Staff (including non- Identified Staff in any case, to the maximum number of Santander regarding the Digital Award) shares that the shareholders at the meeting resolve to deliver and to any regulatory restrictions that may be applicable in each jurisdiction. - Components of variable remuneration. The variable components of the total remuneration of the beneficiaries of the 2021 Variable Remuneration Taking the foregoing into account, regarding the Policy will include: authorisation for the delivery of shares and share options of the Company (and not of the respective subsidiaries), the proposals submitted to the (a) an Award (Award A or Award B, as appropriate), shareholders at the general meeting under: to be received partly in cash and partly in shares, while deferring collection of a portion

4 In relation to certain members of the Identified Staff, the variable components of their remuneration include contributions to benefits schemes calculated based on the variable remuneration of the respective member.

In certain countries, the deferral period or percentage may be longer to comply with applicable local regulations or with the requirements of the competent authority in each case.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 87 (a) item Eleven A contemplates a decision on the new buy- out regulations introduced the possibility application of a sixth cycle of the Deferred of paying such amounts in Santander shares, which Multiyear Objectives Variable Remuneration permits a better alignment with the Company’s long- Plan; term interests.

(b) item Eleven B contemplates a decision on the The delivery of shares of the Bank within the application of an eleventh cycle of the Deferred framework of the application of the aforementioned and Conditional Variable Remuneration Plan; regulations with respect to hiring during financial and year 2021 and during financial year 2022, until the holding of the ordinary general meeting in 2022 (whether or not the person hired will be included (c) item Eleven C contemplates a decision on the within the Identified Staff), is submitted for the application of the Digital Award. approval of the shareholders at the general meeting under item Eleven D of the agenda. Therefore, the application of these buy-out regulations will be The foregoing is without prejudice to the fact that, regardless of the possible inclusion of the executive if the amendments to the bylaws and the rules and or employee hired among the beneficiaries of Award regulations submitted to the shareholders’ meeting A or of Award B, as applicable and depending on the under items Five B and Six B are approved, the board category to which they are assigned within the Group, of directors may develop, amend, alter or adapt or, as the case may be, among the beneficiaries of the the corresponding terms and conditions regarding Digital Award. matters that become part of its area of authority.

III. Award A and Award B - Limitations on variable remuneration. Any variable components of total remuneration that will be paid to each member of the Identified Staff in connection - Determination of the Award. At the beginning of with financial year 2021 shall not exceed 100% 2022 and following a proposal of the remuneration of the fixed components or, for some members of committee, the board of directors will verify if the this group, 200% of such fixed components if the targets on which the maximum amount of the 2021 resolution contemplated in item Ten of the agenda is Award is contingent have been met. Subsequently, approved. if applicable, the 2021 Award for each member of the Identified Staff will be established based on the target award for such financial year. The Award - Buy-out regulations. Pursuant to the provisions of the setting will take into account the quantitative metrics remuneration policy and as established in prior years, and qualitative factors applicable to the Award and there are buy-out regulations aimed at establishing which have been revised with respect to those homogeneous rules applicable to hiring by any entity corresponding to previous financial years. of the Santander Group in which such hiring entity assumes, as a part of the offer to the corresponding executive or employee (whether or not he or she - Form of payment of the Award. The Award will be belongs to the Identified Staff), the cost of the variable paid 50% in cash and 50% in shares, part in 2021 and remuneration that such persons would have been part on a deferred basis over three or five years, as paid by their previous company and that they would follows: lose as a consequence of accepting the offer from the Group. These types of rules are compatible with the regulations and recommendations applicable Beneficiaries of Award A: to the Company and are widespread in the market; their purpose is to maintain a degree of flexibility to be able to attract the best talent and to be fair with • 40% to 60% of Award A, depending on the respect to the loss of rights that an executive or category to which the beneficiary belongs, will employee incurs due to joining the Group. be paid in 2022, in halves and net of taxes (after applying the corresponding withholdings or payments on account), in cash and in shares Before the approval of the buy-out regulations, the (this part of the total amount of Award A, the Group generally paid the executive or employee “Immediate Payment Amount”). the corresponding amounts in cash. However, the

88 2021 Annual General Meeting • The amount corresponding to the remaining By way of exception, if the regulations so allow, it is possible percentage (the “Deferred Amount”) will be that payment of Awards of less than 50,000 euros (or, if deferred by thirds or fifths, as applicable, and less, than the thresholds ultimately established in the legal will be paid, if applicable, in the following provisions transposing the CRD V Directive) will not be financial years (until financial year 2025 or deferred. 2027, as applicable). Each year the respective amount will be paid, net of taxes (after applying the corresponding withholdings or - Conditions for the accrual of the deferred portion of payments on account), half in cash and half in the Award. In addition to the beneficiary remaining shares. within the Santander Group, the accrual of the deferred portion of both Award A and Award B is conditional upon the non-existence of “bad actor” These deferral periods and the deferred amount may (malus) provisions revealing improper risk-taking be increased (but not reduced) in certain territories in accordance with the Group’s malus and clawback to conform them to applicable legal provisions in the policy. relevant jurisdiction or to the requirements of the competent authority. Furthermore, pursuant to applicable legal provisions, the amounts paid for the Award shall be subject to clawback Beneficiaries of Award B: clauses in the instances provided for in the applicable policy of the Bank.

• 40% to 60% of Award B, depending on the remuneration level of the beneficiary, will be Additionally, the accrual of the deferred portion of Award A paid in 2022, in halves and net of taxes (after to be paid in financial years 2025 and, if applicable, 2026 applying the corresponding withholdings or and 2027 (the “Deferred Portion Subject to Objectives”) is payments on account), in cash and in shares subject to the achievement of certain targets for the 2021- (this part of the total amount of Award B, the 2023 period (the “Multiyear Objectives”) and to the metrics “Immediate Payment Amount”). and achievement scales associated with such Multiyear Objectives, which are those set forth below:

• The amount corresponding to the remaining percentage (the “Deferred Amount”) will be (a) Achievement of the underlying consolidated deferred by thirds or fifths, as applicable, and earnings-per-share (“EPS”) growth target will be paid, if applicable, in the following of Banco Santander for 2023 compared to financial years (until financial year 2025 or 20205. The coefficient corresponding to this 2027, as applicable). Each year the respective target (the “EPS Coefficient”) will be obtained amount will be paid, net of taxes (after from the following table: applying the corresponding withholdings or EPS growth in 2023 payments on account), half in cash and half in EPS Coefficient shares. (% over 2020) ≥ 125% 1.5

This deferral period may be extended (but not ≥ 100% but < 125% 1 – 1.5 (*) reduced) in certain territories to conform it to applicable legal provisions in the relevant ≥ 70% but < 100% 0 - 1 (*) jurisdiction or to the requirements of the competent authority. < 70% 0

(*) Straight-line increase in EPS Coefficient based on the specific percentage of

5 The EPS’ growth target is notably higher than in previous financial years, as the base value, which is the 2020 EPS, has significantly decreased as a result of extraordinary circumstances that are beyond the group’s management, as is the crisis caused by the covid-19 pandemic. This is why such ambitious targets have been set for the coming years.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 89 growth of 2023 EPS with respect to (*) Straight-line increase in CET1 2020 EPS within this bracket of the Coefficient based on 2023’s CET1 scale. within this bracket of the scale.

(b) Relative performance of total shareholder In order to verify if this target has been met, return (“TSR”) of the Bank for the 2021- any potential increase in CET1 deriving 2023 period compared to the TSRs of a group from share capital increases (other than of 9 credit institutions (the “Peer Group”), those implemented under the Santander assigning the corresponding TSR Coefficient Dividendo Elección scrip dividend scheme) depending on the Bank’s TSR position within will be disregarded. Moreover, the CET1 ratio the Peer Group. at 31 December 2023 may be adjusted to remove the effects of any regulatory change TSR position of “TSR Coefficient” to its calculation rules or any extraordinary Santander circumstance (such as impairments, corporate Exceeding percentile transactions or restructuring procedures) that 1 66 may arise in relation to its calculation until Between percentiles such date. 33 and 66 (both 0 - 1 (*) inclusive) The following formula will be applied to determine the Below percentile 33 0 annual amount of the Deferred Portion Subject to Objectives, if any, for each beneficiary in financial years 2025 and, if (*) Proportional increase in TSR Coefficient applicable, 2026 and 2027 (each of these payments, a “Final according to the number of positions Annual Payment”), without prejudice to any adjustments moved up in the ranking within this that may result from “bad actor” (malus) clauses: bracket of the scale. Final Annual Payment = Amt. x (1/3 x A + 1/3 x B + 1/3 x C) TSR measures a shareholder’s return on investment as the sum of the change in the where, share price plus dividends and other similar items (including the Santander Dividendo Elección scrip dividend scheme) that the - “ Amt.” corresponds to a fifth or a third, as applicable shareholder may receive during the period based on the beneficiary’s profile (and therefore, on under consideration. the applicable deferral period of five or three years), of the Deferred Amount of Award A.

The Peer Group will be made up of the following institutions: BBVA, BNP Paribas, Citi, - “ A” is the EPS Coefficient according to the scale and Credit Agricole, HSBC, ING, Itaú, Scotiabank terms and conditions in paragraph (a) above based and Unicredit. on EPS growth in 2023 compared to 2020.

(c) Compliance with the fully-loaded common - “ B” is the TSR Coefficient according to the scale equity tier 1 (“CET1”) ratio target of the in paragraph (b) above based on the relative Santander Group for financial year 2023. The performance of the TSR of the Bank for the 2021- coefficient corresponding to this target (the 2023 period with respect to the Peer Group. “CET1 Coefficient”) will be obtained from the following table: - “ C” is the CET1 Coefficient resulting from compliance CET1 in 2023 CET1 Coefficient with the CET1 target for 2023 described in paragraph (c) above. ≥ 12% 1

≥ 11% but < 12% 0 - 1 (*) - Assuming in any case that if “(1/3 x A + 1/3 x B + 1/3 x C)” yields a figure greater than 1, 1 shall be applied < 11% 0 as the multiplier.

90 2021 Annual General Meeting Finally, and in relation to the Deferred Multiyear Objectives • The award is subject to achieving specific milestones Variable Remuneration Plan, provision is made to include connected with digital transformation while also within the board’s powers the ability to adjust positively aiming at fostering long-term share value creation. or negatively, following a proposal of the remuneration committee, the level of achievement of the Multiyear Objectives when inorganic transactions, material changes • The award will be paid out in restricted shares and to the Group’s composition or size or other extraordinary share options of Banco Santander (both 50%) and is circumstances (such as impairments, legal changes or subject generally to malus and clawback provisions. restructuring procedures) have occurred which affect the suitability of the metric and achievement scale established in each case and resulting in an impact not related to the • Shares and share options will vest in three tranches performance of the executive directors and executives being (third, fourth and fifth anniversaries) in line with the evaluated. Identified Staff deferral schemes currently in place within the Santander Group (or in full at the third anniversary for the least restrictive deferral scheme), IV. Digital Award thus driving emphasis on fostering long-term share value creation (the least restrictive scheme in this regard will be followed with respect to non- Identified The financial sector is undergoing a profound transformation. Staff). With the move towards digital solutions, the Santander Group is taking firm steps towards transforming its culture, people and business in line with a new paradigm. • The award design is aligned with the regulatory, internal risk and governance frameworks and does not entail improper risk-taking. Deferral, malus and Now more than ever, the need to attract and retain the clawback clauses, and other regulatory elements best talent to advance, accelerate and deepen the digital are aligned and consistent with existing Santander transformation of the Santander Group is essential. The Group policy on these matters. Digital Award, already in place since financial year 2019, is designed to provide the Santander Group with a tool to attract and retain resources that drive long-term share value V. Plan for employees of Group companies in the United creation through the achievement of key digital milestones. Kingdom

Key elements of this Digital Award include: Finally, and as is customary, included under item Eleven E is a proposal regarding the Plan for employees of Santander UK Group Holdings plc. and other companies of the Group • An objective to attract and retain the best talent in the United Kingdom by means of options on shares of to advance, accelerate and deepen the digital the Bank linked to the contribution of periodic monetary transformation of the Santander Group. amounts and to certain continuity requirements.

• Provide compensation elements that are competitive Proposals1: with remuneration systems being offered by companies competing with the Santander Group for digital talent. Item Eleven A

• Participation is restricted to a maximum of 250 people Deferred Multiyear Objectives Variable Remuneration Plan that are critical to drive the digital transformation.

To approve the implementation of the sixth cycle of the • The total amount of the award is limited to €30 Deferred Multiyear Objectives Variable Remuneration Plan, million in the aggregate. inasmuch as it is a remuneration system that includes the delivery of shares of the Bank or rights thereon, which has

1 Each of the proposals made under items Eleven A to Eleven E will be submitted to a separate vote.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 91 been approved by the board of directors on the terms and The number of beneficiaries of Award A is expected to be conditions described below: 300 persons, though this resolution does not affect those persons whose Award A is not paid, either in whole or in part, in shares or similar instruments of Banco Santander, I. Purpose and Beneficiaries but rather in shares or similar instruments of subsidiaries of Banco Santander. Taking into account possible changes in the workforce, the number of beneficiaries of this resolution The sixth cycle of the Deferred Multiyear Objectives Variable may change. The board of directors, or the executive Remuneration Plan will be implemented in connection with committee acting by delegation therefrom, may approve the variable remuneration or award (hereinafter, “Award inclusions (through promotion or hiring at the Santander A”) for financial year 2021 that is approved by the board of Group) or exclusions, without changing the maximum total directors or the appropriate body in each case, for executive number of shares authorised to be delivered at any time. directors of Banco Santander, senior management, country heads, other key executives from the main countries in which the Group operates and, in general, the Faro executives of The purpose of this sixth cycle of the Deferred Multiyear the Group, all of them belonging to the “Identified Staff” Objectives Variable Remuneration Plan is (a) to defer a or “Material Risk Takers” (i.e. to categories of staff whose portion of Award A over a period of three to five years, professional activities have a material impact on the risk depending on the beneficiary, subject to the non-occurrence profile of the institution or its Group in accordance with of certain circumstances, (b) in turn, to link a portion of such section 32.1 of Law 10/2014 of 26 June on the organisation, amount to the performance of the Bank over a multiyear supervision and solvency of credit institutions, and the period, (c) for its payment, if applicable, in cash and in regulations in implementation thereof). Santander shares, and (d) also paying the other portion of such variable remuneration, in cash and in Santander shares at the outset, all in accordance with the rules set forth below.

II. Operation

Award A of the beneficiaries for financial year 2021 will be paid according to the following percentages, depending on the time of payment and on the group to which the beneficiary belongs (the Immediate“ Payment Percentage”, to identify the portion for which payment is not deferred, and the “Deferred Percentage”, to identify the portion for which payment is deferred):

Immediate Deferred Portion Deferred Deferral Payment Subject to Percentage (*) Period (*) Percentage Objectives (*)

Executive directors and members of the Identified Last 3 years (3/5 of Staff whose total target(**) 40% 60% 5 years Deferred Percentage) variable remuneration is ≥ €2.7 mill. (***)

Senior management, country heads of countries representing at least 1% of the Group’s financial Last 3 years (3/5 of capital and other Faro executives whose total target 50% 50% 5 years Deferred Percentage) variable remuneration(**) is ≥ €1.7 mill. (< €2.7 mill.). (***)

Rest of Faro executives who are beneficiaries of Last year (1/3 of 60% 40% 3 years Award A (***) Deferred Percentage)

92 2021 Annual General Meeting (*) In certain countries, the deferred percentage and the deferral period may be different to comply with applicable local regulations or with the requirements of the competent authority in each case. Likewise, the deferred portion subject to objectives may apply to years that are not the last years, but not before the third year.

(**) Benchmark variable remuneration for standard achievement (100% of objectives).

(***) The average closing exchange rates for the fifteen trading days prior to Friday, exclusive, of the week prior to the date on which the board of directors approved the variable remuneration of the executive directors of the Bank for financial year 2020 (2 February 2021), shall be used to assign a beneficiary to the corresponding category for variable remuneration not denominated in euros.

Taking the foregoing into account, Award A for financial year (v) The beneficiaries receiving Santander shares 2021 will be paid as follows: pursuant to paragraphs (i) to (iv) above may not directly or indirectly hedge them before delivery thereof. They may likewise not transfer them or (i) Each beneficiary will receive in 2022, depending directly or indirectly hedge the shares for one year on the group to which such beneficiary belongs, as from the delivery thereof. Furthermore, pursuant the Immediate Payment Percentage applicable in to the Group’s share holding policy, the executive each case, in halves and net of taxes (after applying directors of Banco Santander may not transfer the corresponding withholdings or payments on Santander shares that they receive pursuant to account), in cash and in Santander shares (the “Initial paragraphs (i) to (iv) above for three years from the Date”, meaning the specific date on which the date of delivery thereof, unless the director holds an Immediate Payment Percentage is paid). amount in Santander shares equal to two times the director’s annual fixed remuneration.

(ii) Payment of the Deferred Percentage of Award A applicable in each case depending on the group to (vi) On occasion of each payment of the deferred amount which the beneficiary belongs will be deferred over a in cash, and subject to the same requirements, the period of 3 or 5 years (the “Deferral Period”) and will beneficiary may be paid an amount in cash that be paid in thirds or fifths, as applicable, within thirty offsets the effect of inflation on said deferred amount days of the anniversaries of the Initial Date in 2023, in cash. 2024 and 2025 and, if applicable, 2026 and 2027 (the “Anniversaries”), provided that the conditions described below are met. In addition to continuity of the beneficiary within the Santander Group2, the accrual of all Annual Payments is subject to none of the circumstances giving rise to the (iii) The deferred portion will be divided into thirds or application of malus provisions as set out in the malus and fifths (each one, anAnnual “ Payment”), which clawback chapter of the Group’s remuneration policy having will determine the maximum amount to be paid, if occurred during the period prior to each of the deliveries. applicable, on each of the Anniversaries. Likewise, amounts of Award A already paid shall be subject to possible clawback by the Bank in the instances and for the period described in said policy, all upon the terms and (iv) Each of the payments to be made on the Anniversaries conditions set forth therein. will be made 50% in cash and the other 50% in Santander shares, after applying any withholding or payment on account applicable at any time. The application of malus and clawback provisions is triggered in those events in which there is a deficient financial

2 When termination of the relationship with Banco Santander or another entity of the Santander Group is due to retirement, early retirement or pre-retirement of the beneficiary, for termination judicially declared to be improper, unilateral separation for good cause by an employee (which includes, in any case, the situations set forth in section 10.3 of Royal Decree 1382/1985 of 1 August governing the special relationship of senior management, for the persons subject to these rules), permanent disability or death, or as a result of an employer other than Banco Santander ceasing to belong to the Santander Group, as well as in cases of mandatory redundancy, the right

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 93 performance of the entity as a whole or of a specific division subject to the achievement of certain targets referring to or area thereof or of exposures generated by the staff, and the 2021-2023 period (the “Multiyear Objectives”) and to which must take into account at least the following factors: the metrics and achievement scales associated with such Multiyear Objectives, which are those set forth below:

(i) Significant failures in risk management committed by the entity or by a business or risk control unit. (a) Achievement of the underlying consolidated earnings-per-share (“EPS”) growth target of Banco Santander for 2023 compared to 20203. The (ii) An increase in the capital needs of the entity or a coefficient corresponding to this target (the “EPS business unit that was not expected at the time the Coefficient”) will be obtained from the following exposures were generated. table:

EPS growth in 2023 (% over EPS Coefficient (iii) Regulatory sanctions or court sentences for facts 2020) that might be attributable to the unit or to the staff ≥ 125% 1.5 responsible for them. Also a breach of the entity’s internal codes of conduct. ≥ 100% but < 125% 1 – 1.5 (*)

≥ 70% but < 100% 0 - 1 (*) (iv) Improper conduct, whether individual or collective. Negative effects from the sale of unsuitable products < 70% 0 and the responsibility of the persons or bodies making such decision shall be especially considered. (*) Straight-line increase in EPS Coefficient based on the specific percentage of growth of 2023 The individual policies of each country may also include EPS with respect to 2020 EPS within this any other standard required by legal provisions or by local bracket of the scale. regulators.

(b) Relative performance of total shareholder return Additionally, the accrual of the third and, if applicable, (“TSR”) of the Bank for the 2021- 2023 period fourth and fifth Annual Payments (these Annual Payments, compared to the TSRs of a peer group of 9 credit together, the “Deferred Portion Subject to Objectives”) is institutions. to delivery of the shares and the cash amounts that have been deferred, as well as any amounts arising from the inflation adjustment of deferred amounts in cash, shall remain under the same conditions in force as if none of such circumstances had occurred.

In the event of death, the right shall pass to the successors of the beneficiary.

In cases of justified temporary leave due to temporary disability, suspension of the contract of employment due to maternity or paternity, or leave to care for children or a relative, there shall be no change in the rights of the beneficiary.

If the beneficiary goes to another company of the Santander Group (including through international assignment and/or expatriation), there shall be no change in the rights thereof.

If the relationship terminates by mutual agreement or because the beneficiary obtains a leave not referred to in any of the preceding paragraphs, the terms of the termination or temporary leave agreement shall apply.

None of the above circumstances shall give any right to receive the deferred amount in advance, except where necessary to comply with mandatory regulations or, where appropriate, to avoid a conflict of interest. If the beneficiary or the successors thereof maintain the right to receive deferred remuneration in shares and in cash, such remuneration shall be delivered within the periods and upon the terms set forth in the plan rules.

3 The EPS’ growth target is notably higher than in previous financial years, as the base value, which is the 2020 EPS, has significantly decreased as a result of extraordinary circumstances that are beyond the group’s management, as is the crisis caused by the covid-19 pandemic. This is why such ambitious targets have been set for the coming years.

94 2021 Annual General Meeting For these purposes: CET1 in 2023 CET1 Coefficient

≥ 12% 1 - “ TSR” means the difference (expressed as a percentage) between the final value of an investment ≥ 11% but < 12% 0 - 1 (*) in ordinary shares of Banco Santander and the initial value of that investment, taking into account that < 11% 0 for the calculation of such final value, dividends or other similar items (such as the Santander Dividendo (*) Straight-line increase in CET1 Coefficient Elección scrip dividend scheme) received by the based on 2023’s CET1 within this bracket of shareholder due to such investment during the the scale. corresponding period of time will be considered as if they had been invested in more shares of the same class on the first date on which the dividend In order to verify if this target has been met, any or similar item is owed to the shareholders and at potential increase in CET1 deriving from share capital the average weighted listing price on said date. To increases (other than those implemented under calculate TSR, the average weighted daily volume of the Santander Dividendo Elección scrip dividend the average weighted listing prices corresponding to scheme) will be disregarded. Moreover, the CET1 the fifteen trading sessions prior to 1 January 2021 ratio at 31 December 2023 may be adjusted to (excluded) (for the calculation of the initial value) and remove the effects of any regulatory change to its of the fifteen trading sessions prior to 1 January 2024 calculation rules or any extraordinary circumstance (excluded) (for the calculation of the final value) will (such as impairments, corporate transactions or be taken into account. restructuring procedures) that may arise in relation to its calculation until such date.

- “ Peer Group” means the group made up of the following 9 financial institutions: BBVA, BNP Paribas, Thus, the following formula will be applied to determine Citi, Credit Agricole, HSBC, ING, Itaú, Scotiabank and the annual amount of the Deferred Portion Subject to Unicredit. Objectives, if any, for each beneficiary in financial years 2025 and, if applicable, 2026 and 2027 (each of these payments, a “Final Annual Payment”), without prejudice to For this TSR metric, the following achievement scale is any adjustments that may result from “bad actor” (malus) established: clauses:

TSR position of Santander “TSR Coefficient” Final Annual Payment = Amt. x (1/3 x A + 1/3 x B + 1/3 x C) Exceeding percentile 66 1

Between percentiles 33 and 66 where, 0 - 1 (*) (both inclusive)

Below percentile 33 0 - “ Amt.” corresponds to a fifth or a third, as applicable based on the beneficiary’s profile (and therefore on the applicable deferral period of five or three years), (*) Proportional increase in TSR Coefficient of the Deferred Amount of Award A. according to the number of positions moved up in the ranking within this bracket of the scale. - “ A” is the EPS Coefficient according to the scale and terms and conditions in paragraph (a) above based on EPS growth in 2023 compared to 2020. (c) Compliance with the fully-loaded common equity tier 1 (“CET1”) ratio target of the Santander Group for financial year 2023. The coefficient corresponding to - “ B” is the TSR Coefficient according to the scale this target (the “CET1 Coefficient”) will be obtained in paragraph (b) above based on the relative from the following table: performance of the TSR of the Bank for the 2021- 2023 period with respect to the Peer Group.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 95 - “ C” is the CET1 Coefficient resulting from compliance IV. Other rules with the CET1 target for 2023 described in paragraph (c) above. In the event of a change in the number of shares due to a decrease or increase in the par value of the shares or a - Assuming in any case that if “(1/3 x A + 1/3 x B + 1/3 transaction with an equivalent effect, the number of shares x C)” yields a figure greater than 1, 1 shall be applied to be delivered will be modified so as to maintain the as the multiplier. percentage of the total share capital represented by them.

III. Maximum Number of Shares to Be Delivered Information from the stock exchange with the largest trading volume will be used to determine the listing price of the share. The final number of shares delivered to each beneficiary, including both those for immediate payment and those for deferred payment, shall be calculated taking into account: If necessary or appropriate for legal, regulatory or similar (i) the amount resulting from applying applicable taxes (or reasons, the delivery mechanisms provided for herein may withholdings or payments on account), and (ii) the average be adapted in specific cases without altering the maximum weighted daily volume of the average weighted listing number of shares linked to the plan or the basic conditions prices of the shares of Santander for the fifteen trading upon which the delivery thereof is made contingent. Such sessions prior to the Friday (exclusive) of the previous week adaptations may include the substitution of the delivery of to the date on which the board of directors approves Award shares with the delivery of equivalent amounts in cash, or A for the executive directors of the Bank for financial year vice versa. 2021 (hereinafter, the “2022 Listing Price”).

The shares to be delivered may be owned by the Bank or Taking into account that the board of directors has estimated by any of its subsidiaries, be newly-issued shares, or be that the maximum amount of Award A to be delivered in obtained from third parties with whom agreements have shares to the beneficiaries of the sixth cycle of the Deferred been signed to ensure that the commitments made will be Multiyear Objectives Variable Remuneration Plan will come met. to 147 million euros (the “Maximum Amount of Award A Distributable in Shares” or “MAAADS”), the maximum number of Santander shares that may be delivered to such V. Authorisation beneficiaries under this plan (theLimit “ of Award A in Shares” or “LAAS”) will be determined, after deducting any applicable taxes (including withholdings and payments on Without prejudice to the general provisions set forth in account), by applying the following formula: item Twelve or in preceding sections or to the powers of the board of directors in remuneration matters under the LAAS = MAAADS / 2022 Listing Price Bylaws and the rules and regulations of the board, the board of directors of the Bank is hereby authorised, to the extent required, to implement this resolution, with the power to Included in the Maximum Amount of Award A Distributable elaborate, as necessary, on the rules set forth herein and on in Shares is the estimated maximum amount of Award A the content of the agreements and other documents to be to be delivered in shares to the executive directors of the used. Specifically, and merely by way of example, the board Bank, which comes to 11.5 million euros (the “Maximum of directors shall have the following powers: Amount Distributable in Shares for Executive Directors” or “MADSED”). The maximum number of Santander shares that may be delivered to the executive directors under this (i) To approve the basic content of the agreements and plan (the “Limit on Shares for Executive Directors” or of such other supplementary documentation as may “LSED”) will be determined, after deducting any applicable be necessary or appropriate. taxes (including withholdings and payments on account), by applying the following formula: (ii) To approve all such notices and supplementary documentation as may be necessary or appropriate LSED= MADSED / 2022 Listing Price to file with any public or private agency or entity, including, if required, the respective prospectuses.

96 2021 Annual General Meeting (iii) To take any action, carry out any procedure or make (vii) To approve, where applicable, the engagement of any statement before any public or private entity one or more internationally recognised third parties or agency to secure any required authorisation or to verify the achievement of the Multiyear Objectives. verification. In particular, and merely by way of example, it may ask such third parties: to obtain, from appropriate sources, the data upon which the calculations of (iv) To determine the specific number of shares to be TSR are to be based; to perform the calculations received by each of the beneficiaries of the plan of the TSR of the Bank and the TSRs of the entities to which this resolution refers, observing the within the Peer Group; to compare the Bank’s TSR established maximum limits. with the TSRs of the entities within the Peer Group; to recalculate CET1 removing the effects of share capital increases and regulatory changes; and to (v) To specify which executives or employees are provide advice on the decision as to how to act in the beneficiaries of Award A and to determine the event of unexpected changes in the Peer Group that assignment of the beneficiaries of the plan to one may require adjustments to the rules for comparison category or another of those described in this among them or on the amendment of the Peer resolution, without altering the maximum amount of Group in light of objective circumstances that justify Award A to be delivered in shares, except in the event such amendment (such as inorganic transactions or that Faro executives or executives in a similar category other extraordinary circumstances). initially assigned to the remuneration plan to which item Eleven B refers are finally assigned to this plan implementing Award A, in which case the board (viii) To interpret the foregoing resolutions, with powers will be entitled to use for Award A the excess of the to adapt them, without affecting their basic content, maximum amount set under item Eleven B (so that, to the circumstances that may arise at any time, altogether, the maximum amount set under items including, in particular, adapting the delivery Eleven A and Eleven B is under no circumstances mechanisms, without altering the maximum number exceeded). Likewise, the Limit of Award A in Shares of shares linked to the plan or the basic conditions shall be deemed to include the shares or equivalent upon which the delivery thereof is made contingent, instruments to be used for meeting the contractual which may include the substitution of the delivery remuneration commitments of the Bank or its of shares with the delivery of equivalent amounts subsidiaries with payment in shares or equivalent in cash, or the alteration of the mechanisms for instruments of the Bank. net delivery of shares under the procedures that are established for the payment of taxes, or when so required for regulatory, tax, operational or Additionally, the board of directors will be entitled contractual reasons. In addition, the board may adapt to apply the measures and mechanisms that may the aforementioned plan (including the adjustment be appropriate to compensate for the dilution or removal of any metrics and achievement scales for effect, if any, that may occur as a result of corporate the Multiyear Objectives, the inclusion of additional transactions and shareholder distributions for so long targets for the delivery of any deferred amount of as the shares are not delivered to the beneficiaries; Award A or the increase of the Deferred Percentages and, in the event that the maximum amount or of the Deferral Period) to any mandatory distributable in shares to be delivered is exceeded in regulations or administrative interpretation that may relation to any of the three groups to which the plan prevent the implementation thereof on the approved is directed, to authorise the deferral and payment of terms. the excess in cash.

(ix) To adjust positively or negatively, following a (vi) Extend the deferral period in the jurisdiction or proposal of the remuneration committee, the level jurisdictions where so required and in respect of all or of achievement of the Multiyear Objectives when part of the beneficiaries of Award A in order to adapt to inorganic transactions, material changes to the the applicable regulations in force at any given time Group’s composition or size or other extraordinary or to the requirements of the competent authority, circumstances (such as impairments, legal changes making such adjustments as may be necessary to or restructuring procedures) have occurred which adapt Award A to the new deferral period. affect the suitability of the metric and achievement scale established in each case and resulting in an impact not related to the performance of the executive directors and executives being evaluated.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 97 (x) To develop and specify the conditions upon which I. Purpose and Beneficiaries the receipt by the beneficiaries of the corresponding shares or deferred amounts is contingent, as well as to determine whether, according to the plan to which The eleventh cycle of the Deferred and Conditional Variable this resolution refers, the conditions upon which the Remuneration Plan will be implemented with respect to the receipt by the beneficiaries of the respective shares or variable remuneration or award (hereinafter, “Award B”) to cash amounts is made contingent have been fulfilled, be approved by the board of directors, or by the appropriate with the power to modulate the cash amounts and body in each case, for financial year 2021 for categories of the number of shares to be delivered depending on staff whose professional activities have a material impact the existing circumstances, all following a proposal on the risk profile of the institution or its Group (all of them of the remuneration committee. together, the “Identified Staff” or “Material Risk Takers” and identified under section 32.1 of Law 10/2014 of26 June on the organisation, supervision and solvency of credit (xi) In general, to take any actions and execute all such institutions, and the regulations in implementation thereof), documents as may be necessary or appropriate. or other persons included in this group under regulatory or corporate standards in a specific country, and who are not beneficiaries of the plan to which item Eleven A above refers. Furthermore and as regards matters that are or become part of its area of authority, the board of directors has the power to develop, amend, alter or adapt the terms and conditions The number of members of the Identified Staff who would of the sixth cycle of the Deferred Multiyear Objectives be beneficiaries of this plan comes to approximately 1,200 Variable Remuneration Plan and of the other cycles of the persons, though this resolution does not affect those whose referred plan that remain in force. Award is not paid, either in whole or in part, in shares or similar instruments of Banco Santander, but rather in shares or similar instruments of subsidiaries of Banco Santander. The board of directors is also authorised to delegate Taking into account possible changes in the workforce, the (with the power of substitution when appropriate) to the number of beneficiaries of this resolution may change. executive committee or to any director with delegated The board of directors, or the executive committee acting powers those delegable powers granted pursuant to this by delegation therefrom, may approve inclusions (through resolution, all without prejudice to the representative promotion or hiring at the Group) in or exclusions from the powers that currently exist or may be granted in relation to members of the Identified Staff that are beneficiaries of this resolution. this plan, without changing the maximum total number of shares authorised to be delivered at any time.

The provisions of this resolution are deemed to be without prejudice to the exercise by such of the Bank’s subsidiaries The purpose of this eleventh cycle of the Deferred and as may be appropriate in each case of the powers they hold Conditional Variable Remuneration Plan is to defer a portion to implement the variable remuneration policy, the plan and of Award B for a period of three years (or five years in the the cycles thereof with respect to their own executives and case of beneficiaries with award levels comparable to employees and, if applicable, to adjust them to regulations those of certain categories of Award A) for its payment, if or to the requirements of competent authorities in the applicable, in cash and in Santander shares (subject to the respective jurisdiction. non-occurrence of certain circumstances), also paying the other portion of such variable remuneration in cash and in Santander shares at the outset, all in accordance with the Eleven B rules set forth below.

Deferred and Conditional Variable Remuneration Plan II. Operation

To approve the implementation of the eleventh cycle of Award B of the beneficiaries for financial year 2021 will be the Deferred and Conditional Variable Remuneration Plan, paid according to the following percentages, depending inasmuch as it is a remuneration system that includes the on the time of payment and the remuneration level of the delivery of shares of the Bank or of rights thereon, which beneficiary (theImmediate “ Payment Percentage”, to has been approved by the board of directors on the terms identify the portion for which payment is not deferred, and and conditions described below: the “Deferred Percentage”, to identify the portion for which payment is deferred):

98 2021 Annual General Meeting Immediate Deferred Payment Deferral Period (*) Percentage (*) Percentage

Beneficiaries of Award B whose total target variable 40% 60% 5 years remuneration(**) is ≥ €2.7 mill. (***)

Beneficiaries of Award B whose total target variable 50% 50% 5 years remuneration(**) is ≥ €1.7 mill. (< €2.7 mill.). (***)

Other beneficiaries of Award B. (***) 60% 40% 3 years

(*) In certain countries, the deferred percentage or the deferral period may be different to comply with applicable local regulations or with the requirements of the competent authority in each case.

(**) Benchmark variable remuneration for standard achievement (100% of objectives).

(***) The average closing exchange rates for the fifteen trading days prior to Friday, exclusive, of the week prior to the date on which the board of directors approved the variable remuneration of the executive directors of the Bank for financial year 2020 (2 February 2021), shall be used to assign a beneficiary to the corresponding category for variable remuneration not denominated in euros.

Taking the foregoing into account, Award B for financial year (iv) Each of the payments that are to be made on the 2021 will be paid as follows: Anniversaries will be made 50% in cash and the other 50% in Santander shares, after applying any withholding or payment on account applicable at any (i) Each beneficiary will receive the Immediate Payment time. Percentage of Award B in 2022, in halves and net of taxes (after applying the corresponding withholdings or payments on account), in cash and in Santander (v) The beneficiaries receiving Santander shares shares (the “Initial Date”, meaning the specific date pursuant to paragraphs (i) to (iv) above may not on which said percentage of Award B is paid). directly or indirectly hedge such shares before the delivery thereof. They may likewise not transfer them or directly or indirectly hedge the shares for (ii) Payment of the Deferred Percentage of Award B one year as from the delivery thereof. will be deferred over a period of 3 or 5 years (the “Deferral Period”) and will be paid in thirds or fifths, as applicable, within thirty days of the anniversaries (vi) On occasion of each payment of the deferred amount of the Initial Date in 2023, 2024, 2025 and, if in cash, and subject to the same requirements, the applicable, 2026 and 2027 (the “Anniversaries”), beneficiary may be paid an amount in cash that provided that the conditions described below are offsets the effect of inflation on said deferred amount met. in cash.

(iii) The deferred portion will be divided into thirds or fifths (each one, anAnnual “ Payment”), which will determine the maximum amount to be paid, if applicable, on each of the Anniversaries.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 99 In addition to continuity of the beneficiary within the (iv) Improper conduct, whether individual or collective. Santander Group4, the accrual of all Annual Payments is Negative effects from the sale of unsuitable products subject to none of the circumstances giving rise to the and the responsibility of the persons or bodies application of malus provisions as set out in the malus and making such decision shall be especially considered. clawback chapter of the Group’s remuneration policy having occurred during the period prior to each of the deliveries. Likewise, amounts of Award B already paid shall be subject The individual policies of each country may also include to possible clawback by the Bank in the instances and for any other standard required by legal provisions or by local the period described in said policy, all upon the terms and regulators. conditions set forth therein.

If the foregoing requirements are met on each Anniversary, The application of malus and clawback provisions is the beneficiaries shall receive the cash and shares, in thirds triggered in those events in which there is a deficient financial or fifths, as applicable, within thirty days of the first, second, performance of the entity as a whole or of a specific division third and, if applicable, fourth and fifth Anniversary. or area thereof or of exposures generated by the staff, and which must take into account at least the following factors: III. Maximum Number of Shares to Be Delivered

(i) Significant failures in risk management committed by the entity or by a business or risk control unit. The final number of shares delivered to each beneficiary, including both those for immediate payment and those for deferred payment, shall be calculated taking into account: (ii) An increase in the capital needs of the entity or a (i) the amount resulting from applying applicable taxes (or business unit that was not expected at the time the withholdings or payments on account), and (ii) the average exposures were generated. weighted daily volume of the average weighted listing prices of the shares of Santander for the fifteen trading sessions prior to the Friday (exclusive) of the previous week (iii) Regulatory sanctions or court sentences for facts to the date on which the board of directors approves Award that might be attributable to the unit or to the staff A for the executive directors of the Bank for financial year responsible for them. Also a breach of the entity’s 2021 (hereinafter, the “2022 Listing Price”). internal codes of conduct.

4 When termination of the relationship with Banco Santander or another entity of the Santander Group is due to retirement, early retirement or pre-retirement of the beneficiary, for termination judicially declared to be improper, unilateral separation for good cause by an employee (which includes, in any case, the situations set forth in section 10.3 of Royal Decree 1382/1985 of 1 August governing the special relationship of senior management, for the persons subject to these rules), permanent disability or death, or as a result of an employer other than Banco Santander ceasing to belong to the Santander Group, as well as in cases of mandatory redundancy, the right to delivery of the shares and the cash amounts that have been deferred, as well as any amounts arising from the inflation adjustment of deferred amounts in cash, shall remain under the same conditions in force as if none of such circumstances had occurred.

In the event of death, the right shall pass to the successors of the beneficiary.

In cases of justified temporary leave due to temporary disability, suspension of the contract of employment due to maternity or paternity, or leave to care for children or a relative, there shall be no change in the rights of the beneficiary.

If the beneficiary goes to another company of the Santander Group (including through international assignment and/or expatriation), there shall be no change in the rights thereof.

If the relationship terminates by mutual agreement or because the beneficiary obtains a leave not referred to in any of the preceding paragraphs, the terms of the termination or temporary leave agreement shall apply.

None of the above circumstances shall give any right to receive the deferred amount in advance, except where necessary to comply with mandatory regulations or, where appropriate, to avoid a conflict of interest. If the beneficiary or the successors thereof maintain the right to receive deferred remuneration in shares and in cash, such remuneration shall be delivered within the periods and upon the terms set forth in the plan rules.

100 2021 Annual General Meeting Taking into account that the board of directors has estimated the content of the agreements and other documents to be that the maximum amount of Award B to be delivered in used. Specifically, and merely by way of example, the board shares to the beneficiaries of the tenth cycle of the Deferred of directors shall have the following powers: and Conditional Variable Remuneration Plan comes to 187 million euros (the “Maximum Amount of Award B Distributable in Shares” or “MAABDS”), the maximum (i) To approve the basic content of the agreements and number of Santander shares that may be delivered to such of such other supplementary documentation as may beneficiaries under this plan (the “Limit of Award B in be necessary or appropriate. Shares” or “LABS”) will be determined, after deducting any applicable taxes (including withholdings and payments on account), by applying the following formula: (ii) To approve all such notices and supplementary documentation as may be necessary or appropriate LABS = MAABDS / 2022 Listing Price to file with any public or private agency or entity, including, if required, the respective prospectuses.

IV. Other rules (iii) To take any action, carry out any procedure or make any statement before any public or private entity In the event of a change in the number of shares due to or agency to secure any required authorisation or a decrease or increase in the par value of the shares or a verification. transaction with an equivalent effect, the number of shares to be delivered will be modified so as to maintain the percentage of the total share capital represented by them. (iv) To determine the specific number of shares to be received by each of the beneficiaries of the plan to which this resolution refers, observing the Information from the stock exchange with the largest established maximum limits. trading volume will be used to determine the listing price of the share. (v) Without altering the maximum amount of Award B to be delivered in shares, to specify which executives or If necessary or appropriate for legal, regulatory or similar employees are beneficiaries of the plan; to apply the reasons, the delivery mechanisms provided for herein may measures and mechanisms that may be appropriate be adapted in specific cases without altering the maximum to compensate for the dilution effect, if any, that number of shares linked to the plan or the basic conditions may occur as a result of corporate transactions and upon which the delivery thereof is made contingent. Such shareholder distributions for so long as the shares adaptations may include the substitution of the delivery of are not delivered to the beneficiaries; and, in the shares with the delivery of equivalent amounts in cash, or event that the maximum amount distributable in vice versa. shares to be delivered to the beneficiaries of the plan is exceeded, to authorise the deferral and payment of the excess in cash. The shares to be delivered may be owned by the Bank or by any of its subsidiaries, be newly-issued shares, or be obtained from third parties with whom agreements have (vi) Extend the deferral period in the jurisdiction or been signed to ensure that the commitments made will be jurisdictions where so required and in respect of all or met. part of the beneficiaries of Award B in order to adapt to the applicable regulations in force at any given time or to the requirements of the competent authority, V. Authorisation making such adjustments as may be necessary to adapt Award B to the new deferral period.

Without prejudice to the general provisions set forth in item Twelve or in preceding sections or to the powers of (vii) To interpret the foregoing resolutions, with powers the board of directors in remuneration matters under the to adapt them, without affecting their basic content, Bylaws and the rules and regulations of the board, the board to the circumstances that may arise at any time, of directors of the Bank is hereby authorised, to the extent including, in particular, adapting the delivery required, to implement this resolution, with the power to mechanisms, without altering the maximum elaborate, as necessary, on the rules set forth herein and on number of shares linked to the plan or the basic

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 101 conditions upon which the delivery thereof is made employees and, if applicable, to adjust them to regulations contingent, which may include the substitution or to the requirements of competent authorities in the of the delivery of shares with the delivery of respective jurisdiction. equivalent amounts in cash, or the alteration of the mechanisms for net delivery of shares under the procedures that are established for the payment Eleven C of taxes, or when so required for regulatory, tax, operational or contractual reasons. In addition, the board may adapt the aforementioned plan (including Digital Transformation Award the introduction of new conditions for the delivery of any deferred amount of Award B or the amendment of existing conditions and, if applicable, the increase The Digital Transformation Award for 2021 (the “Digital of the deferred percentages or the deferral period) Award”) is a remuneration system that includes the to any mandatory regulations or administrative delivery of shares and share options of the Bank that has interpretation that may prevent the implementation been approved by the board of directors on the terms and thereof on the approved terms. conditions described below:

(viii) To develop and specify the conditions upon which I. Purpose and Beneficiaries the receipt by the beneficiaries of the corresponding shares or deferred amounts is contingent, as well as to determine whether, according to the plan to which The Digital Award will be implemented in connection with this resolution refers, the conditions upon which the the variable remuneration policy for financial year 2021, and receipt by the beneficiaries of the respective shares or the specific award will be approved by the board of directors cash amounts is made contingent have been fulfilled, or the appropriate body as detailed below. with the power to modulate the cash amounts and the number of shares to be delivered depending on the existing circumstances, all following a proposal The purpose of the Digital Award is to attract and retain of the remuneration committee. talent that will advance, accelerate and deepen the digital transformation of the Santander Group. With this programme, the Santander Group offers a remuneration (ix) In general, to take any actions and execute all such element that is competitive with remuneration systems documents as may be necessary or appropriate. being offered by other market players competing for digital talent.

Furthermore and as regards matters that are or become part of its area of authority, the board of directors has the power The number of beneficiaries of the Digital Award is limited to develop, amend, alter or adapt the terms and conditions to a maximum of 250 persons, and the total amount of the of the eleventh cycle of the Deferred and Conditional award is limited to €30 million. The beneficiaries will be Variable Remuneration Plan and of the other cycles of the nominated by senior management of the Santander Group. referred plan that remain in force. Subsequently, nominations will be reviewed and finally approved by the remuneration committee or the board of directors, as appropriate. Notwithstanding the above, the The board of directors is also authorised to delegate inclusion of beneficiaries (through promotion, mobility or (with the power of substitution when appropriate) to the hiring at the Group) may be approved at any given time, executive committee or to any director with delegated without in any event changing the authorised maximum powers those delegable powers granted pursuant to this number of shares or share options to be delivered. resolution, all without prejudice to the representative powers that currently exist or may be granted in relation to this resolution. II. Operation

The provisions of this resolution are deemed to be without The qualifier for the Digital Award is meeting important prejudice to the exercise by such of the Bank’s subsidiaries milestones that are aligned with the Group´s digital as may be appropriate in each case of the powers they hold roadmap and determined by the board of directors, taking to implement the variable remuneration policy, the plan and into account the digitalisation strategy of the Group. the cycles thereof with respect to their own executives and

102 2021 Annual General Meeting The accrual of the Digital Award is subject to the Santander The public information regarding financial year 2021 to Group’s ability to achieve key milestones in the digital be made available to the shareholders on occasion of the transformation of the Bank, supporting its evolution to 2022 ordinary general shareholders’ meeting will specify be the best open and responsible global financial services the level of achievement of the milestones on which the platform. These milestones and the metrics to evaluate amount of the Digital Award depends. the level of achievement thereof will be approved by the board of directors upon a proposal from the remuneration committee at the beginning of each financial year. The Digital Award will be implemented 50% in shares of Specifically, in 2021 and regarding the Digital Award, the Banco Santander and 50% in options on shares of Banco performance conditions to be evaluated will be set against Santander, based on the fair value of the share options the success of the following four initiatives, to which others when they are granted. may be added that the board of directors deems appropriate due to the significance thereof, upon a proposal from the remuneration committee: For Identified Staff members subject to a five-year deferral period, the Digital Award (shares and share options) will vest in thirds on the third, fourth and fifth anniversary of the 1. In relation to Pago Nxt Consumer payment platform: grant. For Identified Staff members subject to a three-year implementation of Superdigital platform in seven deferral period and staff with no deferral requirement, the countries, acquisition of over 1.5 million active award will vest in full on the third anniversary of the grant customer base and accelerating growth through (unless that, for Identified Staff members, the applicable B2B (business to business) and B2B2C (business to regulation requires otherwise). In both cases, the deferral business to customer) partnerships, acquiring more is aimed at fostering long-term share value creation. Share than 50% of the new customers through these options vested can be exercised until maturity, with all channels, which are more cost-effective. options lapsing after eight years from granting.

2. In relation to Digital Consumer Bank: launching Any delivery of shares or share options (whether or not online API for checkout lending in the European Union paid and including settlements thereof) will be subject and completion of controllable items for Openbank generally to the Santander Group’s general malus and launch in USA. clawback provisions as described in the Santander Group’s remuneration policy and to the continuity of the beneficiary within the Santander Group. In this regard, the board may 3. In relation to One Santander strategy: define specific rules for non-Identified Staff. implementation in Europe of One Common Mobile Experience and, specifically, implementation of Europe ONE app for individual customers in at least III. Maximum number of shares to be delivered and three of the four countries by December 2021; and applicable rules be among the three-top rated entities in terms of Mobile NetPromoter Score (Mobile NPS) in at least two of the four countries by December 2021. The final number of shares directly delivered to each beneficiary shall be calculated taking into account: (i) the amount resulting from applying applicable taxes (including 4. In relation to cloud adoption: host 75% of migratable withholdings and payments on account), and (ii) the average virtual machines on cloud technology (either weighted daily volume of the average weighted listing prices public cloud or OHE) by December 2021. For these of the shares of Santander for the fifteen trading sessions purposes, mainframes, physical servers and servers prior to the Friday (exclusive) of the previous week to the with non-x86 operating systems will be considered date on which the board of directors, or the appropriate non-migratable. body in each case, approves the Digital Award for financial year 2021 (the “2022 Listing Price”).

At the beginning of 2022 and following a proposal of the remuneration committee, the board of directors will verify if Taking into account that the maximum amount of the the milestones on which the amount of the Digital Award is Digital Award to be delivered in shares to the beneficiaries contingent have been met. Subsequently, if applicable, the of this award amounts to 15 million euros (the “Maximum Digital Award will be granted to each beneficiary (awarding Amount of the Digital Award Distributable in Shares” or a specific number of shares and granting a specific number “MADADS”), the maximum number of Santander shares of share options). that may be delivered to such beneficiaries under this award

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 103 (the “Limit of Digital Award in Shares” or “LDAS”) will be V. Other rules determined, after deducting any applicable taxes (including withholdings and payments on account), by applying the following formula: In the event of a change in the number of shares due to a decrease or increase in the par value of the shares or a LDAS = MADADS / 2022 Listing Price transaction with an equivalent effect, the number of shares and the conditions of the exercise of the share options to be delivered will be modified so as to maintain the percentage Consistent with Group policy for Identified Staff members, of the total share capital represented by those shares or Santander shares received by the beneficiaries may not be otherwise correct the effect of such change. directly or indirectly hedged prior to the delivery thereof. Nor may Beneficiaries directly or indirectly transfer or hedge said shares for a period of one year as from delivery thereof. Information from the stock exchange with the largest For these purposes, personnel who are not Identified Staff trading volume will be used to determine the listing price shall receive the same treatment as Identified Staff who are of the share. subject to a three-year deferral period.

If necessary or appropriate for legal, regulatory or similar IV. Maximum number of share options to be delivered reasons, the delivery mechanisms provided for herein may and applicable rules be adapted in specific cases without altering the maximum number of shares or share options linked to the award or the basic conditions upon which the delivery thereof is made Each share option will have one share as underlying asset contingent. Such adaptations may include the substitution and the strike price of each option will be equal to the 2022 of the delivery of shares or the share options with the Listing Price. Settlement of the options upon exercise will delivery of equivalent amounts in cash, or vice versa. take place by settlement of the difference between the strike price for the option and the applicable Santander share market price at the time of exercise. The shares to be delivered may be owned by the Bank or by any of its subsidiaries, be newly-issued shares, or be obtained from third parties with whom agreements have The maximum number of share options to be delivered (the been signed to ensure that the commitments made will be “Limit of Digital Award in Share Options” or “LDASO”) will met. be determined based on the maximum number of shares that would be delivered to each beneficiary as a result of the exercise of the share options if payment was made by VI. Authorisation delivery of Santander shares, which must be calculated taking into account: (i) the fair value (“FV”) calculated in accordance with generally applicable accounting standards Without prejudice to the general provisions set forth in (IFRS - International Financial Reporting Standards) for item Twelve or in preceding sections or to the powers of share-based payments as of the date of the options grant, the board of directors in remuneration matters under the which will be a fraction of the 2022 Listing Price; and (ii) the Bylaws and the rules and regulations of the board, the board 2022 Listing Price. of directors of the Bank is hereby authorised, to the extent required, to implement this resolution, with the power to elaborate, as necessary, on the rules set forth herein and on Taking into account that the maximum amount of the Digital the content of the agreements and other documents to be Award to be delivered in share options to its beneficiaries used. Specifically, and merely by way of example, the board amounts to 15 million euros (the “Maximum Amount of directors shall have the following powers: of the Digital Award Distributable in Share Options” or “MADADSO”), the LDASO will be determined, after deducting any applicable taxes (including withholdings and (i) To approve the basic content of the agreements and payments on account), by applying the following formula: of such other supplementary documentation as may be necessary or appropriate. LDASO = MADADSO / 2022 Listing Price x FV (ii) To approve all such notices and supplementary Exercising options may only be allowed during specific documentation as may be necessary or appropriate timeframes within the year as determined in the relevant to file with any public or private agency or entity, plan regulations. including, if required, the respective prospectuses.

104 2021 Annual General Meeting (iii) To take any action, carry out any procedure or make (ix) To determine, develop and specify the conditions any statement before any public or private entity upon which the receipt by the beneficiaries of the or agency to secure any required authorisation or corresponding shares and share options is subject, verification. as well as to determine whether, according to the award to which this resolution refers, the conditions upon which the receipt by the beneficiaries of the (iv) To determine the specific number of shares and respective shares or share options is subject have shares options to be received by each of the been fulfilled, with the power to modulate the beneficiaries of the award to which this resolution number of shares and share options to be delivered refers, observing the established maximum limits. depending on the existing circumstances, in particular those extraordinary that are beyond the management of the beneficiaries of the award that (v) To postpone the date of payment of the Digital might have had an impact, positively or negatively, Award in one or more jurisdictions and in respect of in its fulfilment, all following a proposal of the all or some of the beneficiaries of the Digital Award in remuneration committee. order to adjust to the remuneration deferral periods required by applicable legal provisions or arising from the requirements of the competent authority. (x) In general, to take any actions and execute all such documents as may be necessary or appropriate.

(vi) To regulate any mechanisms necessary or appropriate to implement the exercise of the share Furthermore and as regards matters that are or become part option, including the procedure for determination of of its area of authority, the board of directors has the power the applicable market price. to develop, amend, alter or adapt the terms and conditions of the eleventh cycle of the Digital Award and of the other remuneration plans of similar nature that remain in force. (vii) Without altering the maximum amount of the Digital Award, to set the rules or criteria to specify which executives or employees are beneficiaries of the The board of directors is also authorised to delegate award and, when appropriate, to directly designate (with the power of substitution when appropriate) to the them; to apply the measures and mechanisms that executive committee or to any director with delegated may be appropriate to compensate for the dilution powers those delegable powers granted pursuant to this effect, if any, that may occur as a result of corporate resolution, all without prejudice to the representative transactions and shareholder distributions. powers that currently exist or may be granted in relation to this resolution.

(viii) To interpret the foregoing resolutions, with powers to adapt them, without affecting their basic content, The provisions of this resolution are deemed to be without to the circumstances that may arise at any time, prejudice to the exercise by such of the Bank’s subsidiaries including, in particular, adapting the delivery as may be appropriate in each case of the powers they hold mechanisms, without altering the maximum number to implement the variable remuneration policy and the of shares and share options linked to the award award with respect to their own executives and employees or the basic conditions upon which the delivery and, if applicable, to adjust them to regulations or to the thereof is made contingent, which may include the requirements of competent authorities in the respective substitution of the delivery of shares or share options jurisdiction. with the delivery of equivalent amounts in cash, or the alteration of the mechanisms for net delivery of shares or share options under the procedures Eleven D that are established for the payment of taxes, or when so required for regulatory, tax, operational or contractual reasons. In addition, the board may adapt Application of the Santander Group’s buy-out regulations the Digital Award to any mandatory regulations or administrative interpretation that may prevent the implementation thereof on the approved terms. To authorise, inasmuch as it is a remuneration system that includes the delivery of shares of the Bank or of rights thereon or that is linked to the price of the shares, the (immediate or deferred) delivery of shares of the Bank

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 105 within the application of the Group’s buy-out regulations Santander, S.A. or of companies within its Group (and in which have been approved by the board of directors of the which the Group directly or indirectly holds at least 90% Bank, following a proposal of the remuneration committee. of the capital), which has been approved by the board of directors on the terms and conditions described below:

Such buy-out regulations are an instrument to be selectively used in the engagement of executives or employees who, A plan in which between 5 and 500 pounds Sterling is as a result of accepting a job offer from the Bank (or from deducted from the employee’s net pay every month, as other Santander Group’s companies), lose the right to chosen by the employee, who may, at the end of the receive certain variable remuneration from their previous chosen period (3 or 5 years), choose between collecting company. Therefore, these rules, which take into account the the amount contributed, the interest accrued and a bonus regulations and recommendations that apply to the Bank, (tax-exempt in the United Kingdom), or exercising options allow for the maintenance of certain flexibility to be able to on shares of Banco Santander, S.A. in an amount equal attract the best talent and to be fair with respect to the loss to the sum of such three amounts at a fixed price. In case of rights that an executive or employee incurs due to joining of voluntary resignation, the employee will recover the the Group, given that the conditions of the buy-out take into amount contributed to that time, but will forfeit the right to account the conditions applicable to the remunerations the exercise the options. loss of which is compensated for.

The exercise price in pounds Sterling will be the result of The maximum number of shares that may be delivered reducing by up to a maximum of 20% the average of the under this resolution is a number such that, multiplying purchase and sale prices of Santander shares at the close of the number of shares delivered (or recognised) on each trading in London for the 3 trading days prior to the reference occasion by the average weighted daily volume of the date. In the event that these listing prices are unavailable for averaged weighted listing prices of the Santander shares for any reason, such reduction will be applied to the average the fifteen trading sessions prior to the date on which they price weighted by average traded volumes on the Spanish are delivered (or recognised), does not exceed the amount Mercado Continuo for the 15 trading days prior to the of 40 million euros. reference date. This amount will be converted into pounds Sterling using, for each day of listing, the average exchange rate for that day as published in the Financial Times, London The authorisation granted hereby may be used to edition, on the following day. The reference date will be set undertake commitments to deliver shares in relation to in the final approval of the plan by the British Tax Authority the engagements that occur during financial year 2021 (“invitation date”) and will occur between 21 and 41 days and during financial year 2022, until the ordinary general following the date of publication of the consolidated results meeting is held in 2022. of Banco Santander, S.A. for the first half of 2021.

Eleven E The employees must decide upon their participation in the plan within a period between 42 and 63 days following publication of the consolidated results of Banco Santander, Plan for employees of Santander UK Group Holdings plc. S.A. for the first half of 2021. 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 The maximum monthly amount that each employee may continuity requirements. assign to all voluntary savings plans subscribed by such employee (whether for the plan to which this resolution refers or for other past or future “sharesave schemes”) is To approve, inasmuch as it is a remuneration system that 500 pounds Sterling. includes the delivery of shares of the Bank or of rights thereon or that is linked to the price of the shares, the implementation of a voluntary savings plan (“sharesave The maximum number of shares of Banco Santander, scheme”) intended for the employees of Santander UK S.A. to be delivered under this plan, approved for 2021, is Group Holdings plc., of companies within the subgroup 25,025,216, equal to 0.14% of the share capital as of the thereof and of the other companies of the Santander Group date of the call to meeting. registered in the United Kingdom (in which the Group directly or indirectly holds at least 90% of the capital), including employees at United Kingdom branches of Banco

106 2021 Annual General Meeting The plan is subject to the approval of the tax authorities of thereof, and in particular, to delegate to the executive the United Kingdom. Each of the subgroups and companies committee or to any director with delegated covered by the plan will ultimately decide whether or not to powers all or any of the powers received from the implement this plan in connection with its employees. shareholders at this general shareholders’ meeting by virtue of the preceding resolutions as well as under this Resolution Twelve. Without prejudice to the generality of the provisions of resolution Twelve below, and without prejudice to the powers of the board of directors in remuneration matters B) To authorise Ms Ana Patricia Botín-Sanz de Sautuola y under the Bylaws and the rules and regulations of the board, O’Shea, Mr José Antonio Álvarez Álvarez and Mr Jaime the board of directors is hereby authorised, as required, to Pérez Renovales so that any of them, acting severally the broadest extent permitted by law and with the express and without prejudice to any other existing power power of delegation to the executive committee, to carry of attorney whereby authority is granted to record out any acts that may be necessary or merely appropriate the corporate resolutions in a public instrument, in order to implement the aforementioned plan, as well as may appear before a Notary Public and execute, to further develop and elaborate, to the extent required, on behalf of the Bank, any public instruments that on the rules set forth herein. All of the foregoing will also may be required or appropriate in connection with be deemed to be without prejudice to the acts that the the resolutions adopted by the shareholders at this decision-making bodies of Santander UK Group Holdings general shareholders’ meeting. In addition, the plc., of companies within the subgroup thereof and of the aforementioned persons are empowered, also on a other companies of the Santander Group registered in the several basis, to carry out the required filing of the United Kingdom or having branches therein and referred to annual accounts and other documentation with the in the first paragraph above, have already performed or may Commercial Registry. hereafter perform in the exercise of their powers, within the framework defined by this resolution of the shareholders acting at the meeting, in order to implement the plan and ITEM TO BE SUBMITTED TO A CONSULTATIVE VOTE to establish, develop and elaborate on the rules applicable thereto. Item Thirteen Annual director remuneration report.

Item Twelve Authorisation to the board of directors to interpret, remedy, Annual director remuneration report supplement, implement and develop the resolutions approved by the shareholders at the meeting, The shareholders are asked to provide a consultative vote as well as to delegate the powers on the annual director remuneration report, approved received from the shareholders at by the board of directors following a proposal of the the meeting, and grant of powers to remuneration committee, on the terms established by convert such resolutions into notarial law and in Circular 4/2013 of 12 June, of the National instruments. Securities Market Commission (as amended by Circulars 7/2015 of 22 December, 2/2018 of 12 June and 1/2020 of 6 October of the National Securities Market Commission). Proposal: The aforementioned annual report is included in sections 6 (except for 6.6), 9.4 and 9.5 of the “Corporate governance” chapter of the consolidated directors’ report, which is part of Without prejudice to the delegations of powers contained in the 2020 annual report. the preceding resolutions, it is hereby resolved:

A) To authorise the board of directors to interpret, remedy, supplement, carry out and further develop the preceding resolutions, including the adjustment thereof to conform to verbal or written evaluations of the Commercial Registry or of any other authorities, officials or institutions which are competent to do so, as well as to comply with any requirements that may legally need to be satisfied for the effectiveness

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 107

Curricula Vitae of the directors, including those submitted to re-election or ratification

This section contains the curricula of the directors, including those submitted to re-election or ratification. These texts have been extracted for our shareholders’ convenience from the 2020 annual report of Banco Santander, S.A. (the “2020 report”) and must be read in conjunction with the full 2020 report, which is available at our corporate website: www.santander.com and at the information desks in this room.

Other positions of note: Ms Botín is a member of the board of Ana directors of The Coca-Cola Company. She is also founder and Botín-Sanz de Sautuola y O’Shea chairman of the CyD Foundation (which supports higher GROUP EXECUTIVE CHAIRMAN education) and the Empieza por Educar Foundation (the Spanish subsidiary of the international NGO, Teach for All), and sits on Executive director the advisory board of the Massachusetts Institute of Technology (MIT). In February 2021, she was appointed president of the European Banking Federation. Ms Botín joined the board in 1989. Positions in other Group companies: Ms Botín is a non- Nationality: Spanish. Born in 1960 in Santander, Spain. executive director of Santander UK plc and Santander UK Group Holdings plc; a non-executive chairman of Universia España Red Education: Degree in Economics from Bryn Mawr College de Universidades, S.A. and Universia Holding, S.L; and a non- (Pennsylvania, United States). executive director of Santander Holding USA, Inc., Santander Experience: Ms Botín joined Banco Santander, S.A. after Bank, N.A. and PagoNxt, S.L. working at JP Morgan (New York, 1980-1988). In 1992, she Membership of board committees: Executive committee was appointed senior executive vice-president. Between (chairman), and innovation and technology committee. 1992 and 1998, she led Santander’s expansion into Latin America. In 2002, she was appointed executive chairman of Skills and competencies: Extensive international experience in Banco Español de Crédito, S.A. Between 2010 and 2014, banking, having held the highest executive roles. She has also she was chief executive officer of Santander UK. In 2014, led the transformational, strategic and cultural change of Grupo she was appointed executive chairman of Santander. Santander. Moreover, she has shown an ongoing commitment to sustainable and inclusive growth, as demonstrated by her philanthropic activities.

Inc. He also sat on the supervisory boards of Santander José Antonio Consumer AG, Santander Consumer Bank GmbH and Santander Álvarez Álvarez Bank Polska, S.A. He was a board member of Bolsas y Mercados Españoles, S.A. VICE CHAIRMAN & CHIEF EXECUTIVE OFFICER Other positions of note: None. Executive director Positions in other Group companies: Mr Álvarez is non- executive director of Banco Santander (Brasil), S.A. and PagoNxt, Mr Álvarez joined the board in 2015. S.L. Nationality: Spanish. Born in 1960 in León, Spain. Membership of board committees: Executive committee, and innovation and technology committee. Education: Degree in Economics and Business Administration. MBA from the University of Chicago. Skills and competencies: Mr Álvarez is a highly qualified and talented leader with a distinguished career in banking. He brings Experience: José Antonio Álvarez joined Santander in 2002 significant strategic and international management expertise, in and was appointed senior executive vice president of the particular financial planning, asset management and consumer Financial Management and Investor Relations division in finance. He has vast experience with, and a strong reputation 2004 (Group chief financial officer). He served as director among, key stakeholders such as regulators and investors. at SAM Investments Holdings Limited, Santander Consumer Finance, S.A. and Santander Holdings US,

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 111 at Close Brothers Group plc (2006-2014) and Catlin Group Ltd Bruce (2010-2014). He previously worked at JP Morgan Chase for 18 Carnegie-Brown years and Bank of America for four years. VICE CHAIRMAN & Other positions of note: Mr Carnegie-Brown is the non- LEAD INDEPENDENT DIRECTOR executive chairman of Lloyd’s of London and Cuvva Limited. Non-executive director (independent) Positions in other Group companies: Mr Carnegie-Brown is non-executive director of Santander UK plc and Santander UK Joined the board in 2015. Group Holdings plc. Nationality: British. Born in 1959 in Freetown, Sierra Membership of board committees: Executive committee, Leone. nomination committee (chairman), remuneration committee (chairman), and innovation and technology committee. Education: Master of Arts in English Language and Literature from the University of Oxford. Skills and competencies: Mr Carnegie-Brown has a lengthy background in banking (particularly investment banking) and Experience: Mr Carnegie-Brown was non-executive considerable expertise in insurance. He also possesses chairman of Moneysupermarket.com Group plc significant international experience in Europe (UK), the Middle (2014-2019), non-executive director of Jardine Lloyd East and Asia. His top-management insight provides the board Thompson Group plc (2016-2017) and non-executive chair with know-how in regard to remuneration, appointments and of AON UK Ltd (2012-2015). He was the founder and risk. As lead independent director, he has also gained an managing partner of the quoted private equity division of 3i excellent understanding of investors’ expectations, as well as Group plc, and president and chief executive officer of managing relations with them and financial entities. Marsh Europe, S.A. He was also lead independent director

Corporation and US Pack Logistics LLC. She has also held various Homaira posts at Microsoft Corporation and Thales Group. Akbari Other positions of note: Ms Akbari is chief executive officer of Non-executive director AKnowledge Partners, LLC and an independent director of (independent) Landstar System, Inc. and Temenos, AG. Positions in other Group companies: Ms Akbari is non-executive director of Santander Consumer USA Holdings Inc. and PagoNxt, Ms Akbari joined the board in 2016. S.L. Nationality: American and French. Born in 1961 in Tehran, Membership of board committees: Audit committee, innovation Iran. and technology committee, and responsible banking, Education: PhD in Experimental Particle Physics from Tufts sustainability and culture committee. University and MBA from Carnegie Mellon University. Skills and competencies: Ms Akbari brings significant executive Experience: Homaira Akbari was non-executive director of experience from technology companies. Her knowledge about Gemalto NV and Veolia Environment, S.A. She was digital transformation challenges is an asset to the board. She chairman and CEO of SkyBitz, Inc., managing director of also has extensive experience in various geographies and TruePosition Inc., non-executive director of Covisint knowledge about water, energy and waste management and treatment, which are of particular value to the group.

Advisers, S.V., S.A. (2000-2008). Previously, he had been a legal Javier adviser within the International Legal Department of Banco Botín-Sanz de Sautuola y O’Shea Santander, S.A. (1998-1999). Non-executive director Other positions of note: In addition to the financial sector, Mr Botín works with several not-for-profit organisations. He has been chairman of the Botín Foundation since 2014 and is also a trustee of the Princess of Girona Foundation. Mr Botín joined the board in 2004. Positions in other Group companies: None. Nationality: Spanish. Born in 1973 in Santander, Spain. Membership of board committees: None. Education: Degree in Law from the Complutense University Skills and competencies: Mr Botín brings international and of Madrid. managerial expertise to the board, particularly in finance and Experience: Javier Botín founded JB Capital Markets, banking. He also brings a deep understanding of Grupo Sociedad de Valores, S.A.U in 2008 and has been its Santander, its operations and its strategy from his tenure as a executive chairman ever since. He was co-founder and non-executive director. executive director of the equities division of M&B Capital

112 2021 Annual General Meeting at Close Brothers Group plc (2006-2014) and Catlin Group Ltd He was a board member at AMBEV. S.A., Gol Linhas Aéreas, S.A. Bruce (2010-2014). He previously worked at JP Morgan Chase for 18 and Duratex, S.A. He was chairman of WorldWildlife Group years and Bank of America for four years. Álvaro (WWF) Brazil, a board member at WWF International and Carnegie-Brown Cardoso de Souza Other positions of note: Mr Carnegie-Brown is the non- chairman and member of the audit and asset management VICE CHAIRMAN & Non-executive director executive chairman of Lloyd’s of London and Cuvva Limited. committees of FUNBIO (Fundo Brasileiro para a Biodiversidade). LEAD INDEPENDENT DIRECTOR (independent) Non-executive director (independent) Positions in other Group companies: Mr Carnegie-Brown is Other positions of note: None. non-executive director of Santander UK plc and Santander UK Positions in other Group companies: Mr de Souza is the non- Joined the board in 2015. Group Holdings plc. Mr de Souza joined the board in 2018. executive chairman of Banco Santander (Brasil), S.A. Nationality: British. Born in 1959 in Freetown, Sierra Membership of board committees: Executive committee, Nationality: Portuguese. Born in 1948 in Guarda, Portugal. Membership of board committees: Risk supervision, regulation Leone. nomination committee (chairman), remuneration committee Education: Degree in Economics and Business and compliance committee (chairman), and responsible (chairman), and innovation and technology committee. banking, sustainability and culture committee. Education: Master of Arts in English Language and Administration from Pontificia Universidade Católica de São Literature from the University of Oxford. Skills and competencies: Mr Carnegie-Brown has a lengthy Paulo, MBA-Management Program for Executives from the Skills and competencies: Mr de Souza possesses broad background in banking (particularly investment banking) and University of Pittsburgh, and a graduate of the Investment international experience in banking, particularly in Brazil. He has Experience: Mr Carnegie-Brown was non-executive considerable expertise in insurance. He also possesses Banking Marketing Program at Wharton Business School. a solid understanding of strategy and risk management, which is chairman of Moneysupermarket.com Group plc significant international experience in Europe (UK), the Middle key to his role as chairman of our risk supervision, regulation (2014-2019), non-executive director of Jardine Lloyd Experience: Álvaro Cardoso de Souza has held various roles East and Asia. His top-management insight provides the board and compliance committee. In addition, his active involvement Thompson Group plc (2016-2017) and non-executive chair in Citibank Group, including CEO of Citibank Brazil, as well with know-how in regard to remuneration, appointments and with several environmental foundations and NGOs brings with of AON UK Ltd (2012-2015). He was the founder and as senior roles in the US relating to consumer finance, risk. As lead independent director, he has also gained an him very useful knowledge about sustainability. managing partner of the quoted private equity division of 3i private banking and Latin America. excellent understanding of investors’ expectations, as well as Group plc, and president and chief executive officer of managing relations with them and financial entities. Marsh Europe, S.A. He was also lead independent director Coca-Cola European Partners plc and executive chairman of Sol Olive Partners S.A. She also holds several roles at Cobega Group Corporation and US Pack Logistics LLC. She has also held various Daurella Comadrán companies and is chairman of the board of trustees of the FERO Oncology Research Foundation. Homaira posts at Microsoft Corporation and Thales Group. Non-executive director Akbari Other positions of note: Ms Akbari is chief executive officer of (independent) Positions in other Group companies: None. Non-executive director AKnowledge Partners, LLC and an independent director of Membership of board committees: Nomination committee, (independent) Landstar System, Inc. and Temenos, AG. remuneration committee, and responsible banking, Positions in other Group companies: Ms Akbari is non-executive Ms Daurella joined the board in 2015. sustainability and culture committee. director of Santander Consumer USA Holdings Inc. and PagoNxt, Nationality: Spanish. Born in 1966 in Barcelona, Spain. Skills and competencies: Ms Daurella brings to the board Ms Akbari joined the board in 2016. S.L. Education: Degree in Business and MBA from ESADE. excellent strategy and high-level management skills from her Nationality: American and French. Born in 1961 in Tehran, Membership of board committees: Audit committee, innovation international top-executive experience at listed and large Experience: Sol Daurella Comadrán served on the board of Iran. and technology committee, and responsible banking, privately-held entities, particularly distributors. She has vast the Círculo de Economía and was an independent non- knowledge of corporate governance as the former chair of Education: PhD in Experimental Particle Physics from Tufts sustainability and culture committee. executive director at Banco Sabadell, S.A., Ebro Foods, S.A. several boards. She also possesses audit experience, having University and MBA from Carnegie Mellon University. Skills and competencies: Ms Akbari brings significant executive and Acciona, S.A. She has also been the honorary consul- served on several audit committees. In addition, as a trustee at Experience: Homaira Akbari was non-executive director of experience from technology companies. Her knowledge about general of Iceland in Barcelona since 1992. various health, education and environmental foundations, Ms digital transformation challenges is an asset to the board. She Gemalto NV and Veolia Environment, S.A. She was Other positions of note: Ms Daurella is chairman of Daurella contributes responsible business and sustainability chairman and CEO of SkyBitz, Inc., managing director of also has extensive experience in various geographies and insight to the board. TruePosition Inc., non-executive director of Covisint knowledge about water, energy and waste management and treatment, which are of particular value to the group.

Previously, he had been the manager of worldwide devices, Advisers, S.V., S.A. (2000-2008). Previously, he had been a legal Henrique media and platforms at Google, European sales and business adviser within the International Legal Department of Banco de Castro development manager at Dell Inc. and a consultant at McKinsey Javier & Company. Botín-Sanz de Sautuola y O’Shea Santander, S.A. (1998-1999). Non-executive director Other positions of note: Mr de Castro is an independent director Non-executive director Other positions of note: In addition to the financial sector, Mr (independent) Botín works with several not-for-profit organisations. He has of Fiserv Inc. been chairman of the Botín Foundation since 2014 and is also a Positions in other Group companies: Mr de Castro is a non- trustee of the Princess of Girona Foundation. Joined the board in 2019. executive director of PagoNxt, S.L. Mr Botín joined the board in 2004. Positions in other Group companies: None. Nationality: Portuguese. Born in 1965 in Lisbon, Portugal. Membership of board committees: Audit committee, Nationality: Spanish. Born in 1973 in Santander, Spain. Membership of board committees: None. Education: Degree in Business Administration from the remuneration committee, and innovation and technology Lisbon School of Economics & Management (Portugal) and committee. Education: Degree in Law from the Complutense University Skills and competencies: Mr Botín brings international and MBA from the University of Lausanne (Switzerland). of Madrid. managerial expertise to the board, particularly in finance and Skills and competencies: Due to his executive roles in the world’s top technology companies, Mr de Castro brings valuable Experience: Javier Botín founded JB Capital Markets, banking. He also brings a deep understanding of Grupo Experience: Henrique de Castro was an independent Santander, its operations and its strategy from his tenure as a director at First Data Corporation and chief operating experience in technological and digital strategy from a wide Sociedad de Valores, S.A.U in 2008 and has been its range of geographies. executive chairman ever since. He was co-founder and non-executive director. officer at Yahoo. executive director of the equities division of M&B Capital

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 113 Society/Council of the Americas, Laurel Strategies and Qualitas Gina of Life Foundation. Díez Barroso Other positions of note: She is the founder and president of Non-executive director Grupo Diarq, S.A. de C.V. and Centro de Diseño y Comunicación, (independent) S.C. (Universidad Centro). In addition, she is a member of the board of Dalia Women, S.A.P.I de C.V. (Dalia Empower), member of Comité de 200 (C200) and represents Mexico at the W20, the Ms Díez joined the board in 2020. G20 womens' initiative. She founded and is a trustee of the Pro- Educación Centro and Diarq foundations. Nationality: Mexican. Born in 1955 in Mexico City, Mexico. Positions in other Group companies: None. Education: Degree in Design from Centro de Diseño, Mexico City. Membership of board committees: None. Experience: She has over 20 years' experience in the real Skills and competencies: Ms Díez possesses vast experience in estate and education sectors. Until April 2020, she was an the real estate and education sectors, and has extensive independent director of Banco Santander México, S.A. and knowledge of responsible business and sustainability as a result of having been a charter member and trustee of foundations several Grupo Santander companies in Mexico. She has focusing on education, gender diversity and social support. been member of the board of directors of Americas

In 1987, he joined Morgan Stanley as managing director of Luis investment banking for Europe and, from 1997 to February Isasi Fernández de Bobadilla 2020, held the role of chairman and country head for Spain. He Non-executive director is now a senior adviser there. He has also been director of Madrileña Red de Gas, S.A. and Sociedad Rectora de la Bolsa de Madrid, S.A., as well as an independent director of Grifols, S.A. Other positions of note: Mr Isasi is a non-executive chair of Mr Isasi joined the board in 2020. Santander España and an independent director of Compañía de Nationality: Spanish. Born in 1956 in Jerez de la Frontera, Distribución Integral Logista Holdings, S.A. (Logista). Spain. Positions in other Group companies: None. Education: Degree in Economics and Business Membership of board committees: Executive committee, Administration and MBA from Columbia Business School. remuneration committee, and risk supervision, regulation and Experience: With broad experience in the financial and compliance committee. securities market sectors, Mr Isasi began his career at Skills and competencies: Mr Isasi has vast experience in a wide Abengoa, before holding various executive positions at JP range of sectors and international markets, as well as a strong Morgan in New York and First National Bank of Chicago in institutional network within Spain. London.

Bolsas y Mercados Españoles, S.A. (BME) and the board of Ramiro trustees of the Fundación Española de Banca para Estudios Mato García-Ansorena Financieros (FEBEF). Non-executive director Other positions of note: Mr Mato is chairman of Ansorena, S.A. (independent) and vice-chairman of the board of trustees of Fundación Esperanza y Alegría. Positions in other Group companies: None. Mr Mato joined the board in 2017. Membership of board committees: Executive committee, audit Nationality: Spanish. Born in 1952 in Madrid, Spain. committee, risk supervision, regulation and compliance committee, and responsible banking, sustainability and culture Education: Degree in Economics from the Complutense committee (chairman). University of Madrid and graduate of Harvard Business School’s Management Development Programme. Skills and competencies: Mr Mato has had an extensive career in banking and capital markets. He has held senior executive and Experience: Ramiro Mato held several roles in Banque BNP non-executive roles and brings considerable expertise in top Paribas, including chairman of BNP Paribas Group in Spain. management, audit, risk and strategy, mainly within the Previously, he had held several top roles in Argentaria. He financial sector. He has also been active on the boards of was a member of the Spanish Banking Association (AEB), trustees of several education foundations.

114 2021 Annual General Meeting Society/Council of the Americas, Laurel Strategies and Qualitas Furthermore, he has been director of PNM Resources, Inc., the of Life Foundation. International Swaps and Derivatives Association (ISDA) and the Gina Ramón Martín Santa Fe Opera, and a member of the board of trustees of Díez Barroso Other positions of note: She is the founder and president of Chávez Márquez amfAR (the Foundation for AIDS Research). Non-executive director Grupo Diarq, S.A. de C.V. and Centro de Diseño y Comunicación, Non-executive director (independent) S.C. (Universidad Centro). In addition, she is a member of the (independent) Other positions of note: Mr Chávez is an independent director board of Dalia Women, S.A.P.I de C.V. (Dalia Empower), member of Recursion Pharmaceuticals, Inc., Paige.AI, Inc. and Mount of Comité de 200 (C200) and represents Mexico at the W20, the Sinai Genomics, Inc. DBA Sema4. He is also member of the G20 womens' initiative. She founded and is a trustee of the Pro- Harvard University Board of Overseers, member of the board of Ms Díez joined the board in 2020. Mr Chávez joined the board in 2020. Educación Centro and Diarq foundations. trustees of the Institute for Advanced Study of Princeton (New Nationality: Mexican. Born in 1955 in Mexico City, Mexico. Nationality: American. Born in 1964 in Alburquerque, New Positions in other Group companies: None. Jersey) and of the Los Angeles Philharmonic, as well as a Education: Degree in Design from Centro de Diseño, Mexico (US). member of the Stanford University School of Medicine Board of Membership of board committees: None. Mexico City. Education: A.B. magna cum laude in Biochemical Sciences Fellows. Experience: She has over 20 years' experience in the real Skills and competencies: Ms Díez possesses vast experience in and Master of Computer Science from Harvard University. Positions in other Group companies: Mr Chávez is a non- estate and education sectors. Until April 2020, she was an the real estate and education sectors, and has extensive PhD in Medical Information Sciences from Stanford executive director of PagoNxt, S.L. independent director of Banco Santander México, S.A. and knowledge of responsible business and sustainability as a result University. of having been a charter member and trustee of foundations Membership of board committees: Nomination committee, several Grupo Santander companies in Mexico. She has focusing on education, gender diversity and social support. Experience: Mr Chávez was Chief technology officer (CTO) remuneration committee, risk supervision, regulation and been member of the board of directors of Americas and co-founder of Quorum Software Systems (1989-1993), compliance committee and innovation and technology global head of energy derivatives at Credit Suisse Financial committee (chairman). Products (1997-2000) and CEO and co-founder of Kiodex Skills and competencies: Mr Chávez brings extensive In 1987, he joined Morgan Stanley as managing director of (2000-2004). In 2005, he joined Goldman Sachs, where he experience in the global financial and IT sectors, which will Luis investment banking for Europe and, from 1997 to February was a partner from 2006 to 2019 and where he held enhance the board's digital capabilities. Isasi Fernández de Bobadilla 2020, held the role of chairman and country head for Spain. He various executive positions, including global co-head of the Non-executive director is now a senior adviser there. He has also been director of securities division, Chief information officer (CIO) and CFO. Madrileña Red de Gas, S.A. and Sociedad Rectora de la Bolsa de He was also member of the management committee from Madrid, S.A., as well as an independent director of Grifols, S.A. 2012 until 2019, when he left the firm. Other positions of note: Mr Isasi is a non-executive chair of Mr Isasi joined the board in 2020. Santander España and an independent director of Compañía de Nationality: Spanish. Born in 1956 in Jerez de la Frontera, Distribución Integral Logista Holdings, S.A. (Logista). He also held various executive positions at Cargill Inc. between Spain. Positions in other Group companies: None. Sergio 2004 and 2012, including executive vice-chairman, member of Education: Degree in Economics and Business Membership of board committees: Executive committee, Rial the board of directors and global CFO. He has also been CEO at Seara Foods and Marfrig Global Foods and a director of Mosaic Administration and MBA from Columbia Business School. remuneration committee, and risk supervision, regulation and Executive director Fertilizers. Experience: With broad experience in the financial and compliance committee. securities market sectors, Mr Isasi began his career at Skills and competencies: Mr Isasi has vast experience in a wide Other positions of note: Mr Rial is an independent director of Abengoa, before holding various executive positions at JP range of sectors and international markets, as well as a strong Delta Airlines Inc. and non-executive chairman of Ebury Partners Morgan in New York and First National Bank of Chicago in institutional network within Spain. Mr Rial joined the board in 2020. Limited. London. Nationality: Spanish and brazilian. Born in 1960 in Rio de Positions in other Group companies: Mr Rial is a non-executive Janeiro, Brazil. director of Banco Santander International (USA), SAM Investment Holding Limited, PagoNxt, S.L. and Santander Global Bolsas y Mercados Españoles, S.A. (BME) and the board of Education: Degree in Law and Economics and postgraduate Trade Platforms Solutions, S.L., and non-executive chairman of studies from the Instituto Brasileiro do Mercado de Ramiro trustees of the Fundación Española de Banca para Estudios Universia Brasil, S.A. Capitais, Insead, Harvard Business School and Wharton Mato García-Ansorena Financieros (FEBEF). Business School. Membership of board committees: None. Non-executive director Other positions of note: Mr Mato is chairman of Ansorena, S.A. Skills and competencies: Mr Rial brings extensive executive (independent) and vice-chairman of the board of trustees of Fundación Experience: Mr Rial joined the Group as chairman of the Esperanza y Alegría. board of Banco Santander (Brasil), S.A. in 2015, becoming experience in banking and finance. He also has a deep its CEO and vice-chairman in 2016. He has been a director understanding of Latin American markets, especially Brazil. His Positions in other Group companies: None. of Banco Santander International since 2018 and, since previous experience in multinational groups across geographical Mr Mato joined the board in 2017. Membership of board committees: Executive committee, audit April 2019, regional head for South America. He held areas and sectors increases the board’s diversity and gives it a valuable perspective on environmental and social issues. Nationality: Spanish. Born in 1952 in Madrid, Spain. committee, risk supervision, regulation and compliance various executive positions at ABN Amro group between committee, and responsible banking, sustainability and culture 1982 and 2004, including CEO for Asia and member of the Education: Degree in Economics from the Complutense committee (chairman). global ExCo. University of Madrid and graduate of Harvard Business School’s Management Development Programme. Skills and competencies: Mr Mato has had an extensive career in banking and capital markets. He has held senior executive and Experience: Ramiro Mato held several roles in Banque BNP non-executive roles and brings considerable expertise in top Paribas, including chairman of BNP Paribas Group in Spain. management, audit, risk and strategy, mainly within the Previously, he had held several top roles in Argentaria. He financial sector. He has also been active on the boards of was a member of the Spanish Banking Association (AEB), trustees of several education foundations.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. Agenda 115 Belén Other positions of note: Non-executive director of Aviva plc, Romana García London and independent director of SIX Group AG and Bolsas y Non-executive director Mercados Españoles, Sociedad Holding de Mercados y Sistemas (independent) Financieros, S.A.U. Furthermore, she is a member of the board of trustees of the Rafael del Pino Foundation and co-chair of the Global Board of Trustees of the Digital Future Society, and Belén Romana joined the board in 2015. member of the advisory board of GFI, España and TribalData. Nationality: Spanish. Born in 1965 in Madrid, Spain. Positions in other Group companies: None. Education: Degree in Economics and Business Membership of board committees: Executive committee, audit Administration from Universidad Autónoma de Madrid and committee, risk supervision, regulation and compliance State Economist. committee, innovation and technology committee, and responsible banking, sustainability and culture committee. Experience: Belén Romana was formerly senior executive vice-president of Economic Policy, director-general of the Skills and competencies: Given her background as a Treasury of the Spanish Ministry of Economy, and director government economist and overall executive and non-executive at Banco de España and the CNMV. She was also a director experience in finance (particularly from serving on the audit at the Instituto de Crédito Oficial and other entities on committees of listed companies), Ms Romana is a recognised behalf of the Spanish Ministry of Economy. She served as a financial expert. Having held important positions in Spanish non-executive director at Banco Español de Crédito, S.A. credit institutions and in the field of capital markets, she can and as executive chairman of Sociedad de Gestión de also provide strategic insights into banking, financial regulations Activos Procedentes de la Reestructuración Bancaria, S.A. and government relations. (SAREB).

Group Head of Asset and Liability Management and Regional Pamela Markets, Group Head of Internal Audit, Group Head of Corporate Walkden Affairs and Group Manager of Investor Relations. In addition, she Non-executive director served as an independent member of the UK Prudential (independent) Regulation Authority (PRA) Regulatory Reform Panel and as member of the European Banking Authority Stakeholder Group. Other positions of note: Mrs Walkden is a lay member of the Mrs Walkden joined the board in 2019. Welfare and Ethics Committee of the Royal Veterinary College. Nationality: British. Born in 1960 in Worcester, England. Positions in other Group companies: None. Education: Master's Degree in Economics from Cambridge Membership of board committees: Audit committee University. (chairman). Experience: Pamela Walkden has had an extensive career Skills and competencies: Ms Walkden is a recognised financial in banking. She has served in a number of senior expert in view of her broad, international experience in banking management positions at Standard Chartered Bank, and auditing. including as Group Head of Human Resources, Chief Risk Officer, Group Treasurer,

116 2021 Annual General Meeting Belén Other positions of note: Non-executive director of Aviva plc, Romana García London and independent director of SIX Group AG and Bolsas y Non-executive director Mercados Españoles, Sociedad Holding de Mercados y Sistemas (independent) Financieros, S.A.U. Furthermore, she is a member of the board of trustees of the Rafael del Pino Foundation and co-chair of the Global Board of Trustees of the Digital Future Society, and Belén Romana joined the board in 2015. member of the advisory board of GFI, España and TribalData. Nationality: Spanish. Born in 1965 in Madrid, Spain. Positions in other Group companies: None. Education: Degree in Economics and Business Membership of board committees: Executive committee, audit Administration from Universidad Autónoma de Madrid and committee, risk supervision, regulation and compliance State Economist. committee, innovation and technology committee, and responsible banking, sustainability and culture committee. Experience: Belén Romana was formerly senior executive vice-president of Economic Policy, director-general of the Skills and competencies: Given her background as a Treasury of the Spanish Ministry of Economy, and director government economist and overall executive and non-executive at Banco de España and the CNMV. She was also a director experience in finance (particularly from serving on the audit at the Instituto de Crédito Oficial and other entities on committees of listed companies), Ms Romana is a recognised behalf of the Spanish Ministry of Economy. She served as a financial expert. Having held important positions in Spanish non-executive director at Banco Español de Crédito, S.A. credit institutions and in the field of capital markets, she can and as executive chairman of Sociedad de Gestión de also provide strategic insights into banking, financial regulations Activos Procedentes de la Reestructuración Bancaria, S.A. and government relations. (SAREB). Director remuneration

Group Head of Asset and Liability Management and Regional Pamela Markets, Group Head of Internal Audit, Group Head of Corporate Walkden Affairs and Group Manager of Investor Relations. In addition, she policy and annual director Non-executive director served as an independent member of the UK Prudential (independent) Regulation Authority (PRA) Regulatory Reform Panel and as member of the European Banking Authority Stakeholder Group. Other positions of note: Mrs Walkden is a lay member of the remuneration report Mrs Walkden joined the board in 2019. Welfare and Ethics Committee of the Royal Veterinary College. Nationality: British. Born in 1960 in Worcester, England. Positions in other Group companies: None. Education: Master's Degree in Economics from Cambridge Membership of board committees: Audit committee University. (chairman). Experience: Pamela Walkden has had an extensive career Skills and competencies: Ms Walkden is a recognised financial in banking. She has served in a number of senior expert in view of her broad, international experience in banking management positions at Standard Chartered Bank, and auditing. including as Group Head of Human Resources, Chief Risk Officer, Group Treasurer,

This section contains the director remuneration policy referred to in item Eight on the agenda and the annual director remuneration report submitted to a consultative vote under item Thirteen on the agenda. These texts have been extracted for our shareholders’ convenience from the 2020 report and must be read in conjunction with the full 2020 report, which is available at our corporate website: www.santander.com and at the information desks in this room. In particular, the extracts include section 6.4 (remuneration policy) and 6 (except for 6.6), 9.4 and 9.5 (annual director remuneration report) of the “Corporate governance” chapter of the 2020 report.

Responsible Corporate Economic Risk management banking governance and financial review and compliance Responsible Corporate Economic Risk management banking governance and financial review and compliance 6. Remuneration

Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.7, 9.4 and 9.5 comprise the annual report on directors’ remuneration that must be The remuneration committee and the board enlisted the preparedD. Breakdown and submitted of bylaw-stipulated to the consultative emoluments vote of the assistance of Willis Towers Watson to: general shareholders' meeting. • Compare relevant data with that on markets and In addition, section 6.4 sets out the directors' remuneration comparable entities on account of the group’s size, Totalpolicy director for 2021 bylaw-stipulated, 2022 and 2023 ,emoluments which is to be and put attendance to a vote at fees receivedcharacteristics in 2020 amounted and operations. to EUR 4.1 million (EUR 4.9 million the general shareholders' meeting. • Analyse and confirm compliance with certain quantitative inThe 2019). annual This report is 31% on lessdirectors' than theremuneration amount approved and the at the general meeting.metrics Eachrequired director to evaluate earned accomplishmentthe following amounts of objectives. for directors' remuneration policy for 2021, 2022 and 2023 were approved by our board of directors on 22 February 2021, • Estimate the fair value of variable remuneration linked to withoutthese items: any votes against or abstentions. long-term objectives.

The current remuneration policy for directors is available on our corporate website. 6.2 Remuneration of directors for supervisoryAmount in euros and collective decision-making 6.1 Principles of the remuneration policy duties: policy applied in 2020 2020 stipulated 2019 Director remuneration in their capacity as such A. Composition and limits The board of directors sets the individual remuneration of According to our Bylaws, the remunerationBoard and emoluments of directors in directors (including executive directors) for the performanceAnnual allotmenttheir condition as such consists of a fixed annual amount set of supervisory and collectiveNon- decision-making duties within at the general shareholders' meeting.committee This amountand remains in the amount fixedExec by shareholdersexecuti and commensurately with effect until shareholders vote toattendance amend it,attendance even though the the roles they perform on the collectiveN decision-making board may reduce it in the years it deems appropriate. At the body,Directors their committeeutive membershipve Board and attendance,EC and AC ASCannual RC RSRCCgeneral RBSCC shareholders'Total meeting,fees remunerationfees for other objective circumstances the board might consider. 2020 was set at EUR 6 million, which included (a) annual allotment and (b) attendance fees. RemunerationMs Ana Botín- of directors for executive duties Santander has taken out a civil liability insurance policy for Banco Santander’s remuneration policy for executive duties directors subject to usual terms proportionate to its dictatesSanz de Sautuola that: — 76,500 144,500 — — — — 12,750 233,750 55,220 288,970 333,800 circumstances. 1.y O’SheaRemuneration must be in line with shareholders' interests, Directors can receive shares, share options or share-linked conducive to creating long-term value and compatible with compensation, subject to prior approval at the general our rigorous risk management, long-term strategy and shareholders' meeting. Directors can also receive other Mrvalues. José Antonio — 76,500 144,500 — — compensation — — following — 221,000 a proposal 48,620 made by 269,620 the 312,800 2.ÁlvarezFixed Álvarez remuneration must make up a significant proportion remuneration committee and upon resolution by the board of of total compensation. directors, as may be deemed appropriate, in consideration for the performance of other duties in Banco Santander, whether 3.MrVariable Bruce remuneration must reward individuals for their they are the duties of an executive director or otherwise in role in achieving set goalsI within 326,380 the framework144,500 of —prudent 21,250 21,250addition to — their oversight — 513,380 and collective 81,620 decision-making 595,000 700,000 as Carnegie-Brownrisk management. board members.

4. The global remuneration package and its structure must be Lastly, non-executive directors do not have the right to Mscompetitive Homaira in order to attract and retain talent. receive any benefit on the occasion of their removal from I 76,500 — 34,000 — office. — — 12,750 123,250 79,040 202,290 225,900 5.AkbariRemuneration decisions must avert conflicts of interest and discrimination. Mr Francisco Javier Botín-Sanz de Sautuola y N 76,500 — — — — — — 76,500 44,720 121,220 136,800241 O’SheaA Mr Álvaro Antonio Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 —

Ms Sol Daurella I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 ComadránMr Henrique Manuel Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 Borges Cirne de D MsCastro Gina Díez BarrosoE I 1,973 — — — — — — 1,973 2,080 4,053 — Mr Luis Isasi Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Mr Ramiro Mato García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 GordilloI Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

243 Annual report 2020 Annual report 2020 Contents Contents

B. Annual allotment Each director received the amounts for serving on the board and its committees included in the chart below for 2019 and 2020.

As a gesture of responsibility in view of the situation created by the health emergency the board of directors agreed on 5 May 2020 to reduce their allotments by 20% for the balance of 2020, with effect from 1 April 2020, and propose that amounts saved thereby be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic. B. Annual allotment Accordingly, the applicable amounts in 2020 and 2019 were: Each director received the amounts for serving on the board and its committees included2020 in the chart below for 2019 and 2020. Amount per director in euros 1 Apr to 31 Dec 1 Jan to 31 Mar 2019 AsMembers a gesture of the of boardresponsibility of directors in view of the situation created by the health emergency49,500 the board of directors22,500 agreed on 5 May90,000 2020Members to reduce of the executivetheir allotments committee by 20% for the balance of 2020, with effect from 1 93,500April 2020, and propose42,500 that amounts170,000 saved Members of the audit committee 22,000 10,000 40,000 therebyMembers be of used the appointments to finance the committee initiatives of Banco Santander to fight against the covid-1913,750 pandemic. 6,250 25,000 Members of the remuneration committee 13,750 6,250 25,000 Accordingly,Members of the the risk applicable supervision, amounts regulation in 2020 and compliance and 2019 committee were: 22,000 10,000 40,000 Members of the responsible banking, sustainability and culture committee 8,250 3,750 15,000 Chairman of the audit committee 38,5002020 17,500 70,000 Chairman of the appointments committee 27,500 12,500 50,000 AmountChairman per of director the remuneration in euros committee 1 Apr to27,500 31 Dec 1 Jan to 12,50031 Mar 50,000 Chairman of the risk supervision, regulation and compliance committee 38,500 17,500 70,0002019 MembersChairman of the boardresponsible of directors banking, sustainability and culture committee 49,50027,500 22,50012,500 90,00050,000 Lead director 60,500 27,500 110,000 MembersNon-executive of the vice executive chairmen committee 93,50016,500 42,5007,500 170,00030,000

A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time Membersand dedication of the to audit perform committee these roles. However, in line with the board of directors' decision to reduce their22,000 allotments and fees with10,000 effects from 1 April 202040,000 explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will Membersbe EUR 595,000. of the appointments committee 13,750 6,250 25,000

C.Members Attendance of the feesremuneration committee 13,750 6,250 25,000 Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board andMembers committees of the risk meetings supervision, (not regulation including and the compliance executive committee committee, for which no fees22,000 are set) totalled the10,000 amounts included40,000 in the chart below for the last two years.

TheMembers amounts of the applied responsible until banking, 31 March sustainability 2020 were and the culture same committee as in 2019. On 5 May 2020,8,250 as a gesture of responsibility3,750 in view 15,000of the situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco SantanderChairman of to the fight audit against committee the covid-19 pandemic. 38,500 17,500 70,000

Chairman of the appointments committee 27,500 202012,500 50,000 Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar 2019

BoardChairman of directors of the remuneration committee 27,500 2,080 12,500 2,600 50,000 2,600 AuditChairman committee of the risk and supervision, risk supervision, regulation regulation and compliance and compliance committee committee 38,500 1,360 17,500 1,700 70,000 1,700 Other committees (excluding executive committee) 1,200 1,500 1,500 Chairman of the responsible banking, sustainability and culture committee 27,500 12,500 50,000 Lead director 60,500 27,500 110,000 Non-executive vice chairmen 16,500 7,500 30,000

A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to 242 the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time and dedication to perform these roles. However, in line with the board of directors' decision to reduce their allotments and fees with effects from 1 April 2020 explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will be EUR 595,000.

C. Attendance fees Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board and committees meetings (not including the executive committee, for which no fees are set) totalled the amounts included in the chart below for the last two years.

The amounts applied until 31 March 2020 were the same as in 2019. On 5 May 2020, as a gesture of responsibility in view of the situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic.

2020

Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar 2019

Board of directors 2,080 2,600 2,600

Audit committee and risk supervision, regulation and compliance committee 1,360 1,700 1,700

Other committees (excluding executive committee) 1,200 1,500 1,500

242 Responsible Corporate Economic Risk management Annual report 2020 banking governance and financial review and compliance Contents Responsible Corporate Economic Risk management banking governance and financial review and compliance

B. Annual allotment D. Breakdown of bylaw-stipulated emoluments Each director received the amounts for serving on the board and its committees included in the chart below for 2019 and 2020. Total director bylaw-stipulated emoluments and attendance fees received in 2020 amounted to EUR 4.1 million (EUR 4.9 million in 2019). This is 31% less than the amount approved at the general meeting. Each director earned the following amounts for As a gesture of responsibility in view of the situation created by the health emergency the board of directors agreed on 5 May these items: 2020 to reduce their allotments by 20% for the balance of 2020, with effect from 1 April 2020, and propose that amounts saved Amount in euros thereby be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic. 2020 stipulated 2019 Annual allotment Board and emoluments Accordingly, the applicable amounts in 2020 and 2019 were: Non- committee and Exec executi attendance attendance N 2020 Directors utive ve Board EC AC ASC RC RSRCC RBSCC Total fees fees Ms Ana Botín- Amount per director in euros 1 Apr to 31 Dec 1 Jan to 31 Mar Sanz de Sautuola — 76,500 144,500 — — — — 12,750 233,750 55,220 288,970 333,800 2019 y O’Shea Members of the board of directors 49,500 22,500 90,000 Mr José Antonio Álvarez Álvarez — 76,500 144,500 — — — — — 221,000 48,620 269,620 312,800 Members of the executive committee 93,500 42,500 170,000 Mr Bruce Carnegie-Brown I 326,380 144,500 — 21,250 21,250 — — 513,380 81,620 595,000 700,000 Members of the audit committee 22,000 10,000 40,000 D. BreakdownMs Homaira of bylaw-stipulatedI 76,500 emoluments — 34,000 — — — 12,750 123,250 79,040 202,290 225,900 Akbari Members of the appointments committee 13,750 6,250 25,000 Mr Francisco Members of the remuneration committee 13,750 6,250 25,000 Javier Botín-Sanz de Sautuola y N 76,500 — — — — — — 76,500 44,720 121,220 136,800 O’SheaA Members of the risk supervision, regulation and compliance committee 22,000 10,000 40,000 Total director bylaw-stipulated emoluments and attendance fees received in 2020 amounted to EUR 4.1 million (EUR 4.9 million Mr Álvaro Antonio Members of the responsible banking, sustainability and culture committee 8,250 3,750 15,000 Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB Chairman of the audit committee 38,500 17,500 70,000 Mr Ramón Martín in 2019). This Cis 31% lessI than the 8,086 amount approved — at — the general 548 5,269 meeting. 8,430 Each director — earned 22,333 the 15,120 following amounts 37,453 for — Chávez Márquez Chairman of the appointments committee 27,500 12,500 50,000 Ms Sol Daurella Comadrán I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 Chairman of the remuneration committee 27,500 12,500 50,000 Mr Henrique theseManuel items: Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 Chairman of the risk supervision, regulation and compliance committee 38,500 17,500 70,000 Borges Cirne de D MsCastro Gina Díez Chairman of the responsible banking, sustainability and culture committee 27,500 12,500 50,000 E Barroso I 1,973 — — — — — — 1,973 2,080 4,053 — Lead director 60,500 27,500 110,000 Mr Luis Isasi Amount in euros Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — F Non-executive vice chairmen 16,500 7,500 30,000 Bobadilla Mr Ramiro Mato I 119,000 144,500 34,000 — — 2020 34,000 12,750 344,250 86,160 430,410 500,3002019 A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to García-Ansorena stipulated the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — and dedication to perform these roles. However, in line with the board of directors' decision to reduce their allotments and fees with effects from 1 April 2020 Ms Belén Romana Board and emoluments explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will García I 98,044 144,500 34,000 Annual — allotment — 34,000 12,750 323,294 93,980 417,274 524,600 be EUR 595,000. Mrs Pamela Ann Non- committee and WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Exec executi attendance attendance Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 C. Attendance fees I N GordilloDirectors utive ve Board EC AC ASC RC RSRCC RBSCC Total fees fees Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 and committees meetings (not including the executive committee, for which no fees are set) totalled the amounts included in the de VacaJ chart below for the last two years. MrMs GuillermoAna Botín- de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 K The amounts applied until 31 March 2020 were the same as in 2019. On 5 May 2020, as a gesture of responsibility in view of the RomeroSanz de Sautuola — 76,500 144,500 — — — — 12,750 233,750 55,220 288,970 333,800 situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco Colomery O’SheaL Santander to fight against the covid-19 pandemic. Mr Carlos Fernández I — — — — — — — — — — 213,249 M 2020 González TotalMr José Antonio 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712 Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar — 76,500 144,500 — — — — — 221,000 48,620 269,620 312,800 2019 A.Álvarez All amounts Álvarez received were reimbursed to Fundación Botín. Board of directors 2,080 2,600 2,600 B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. Audit committee and risk supervision, regulation and compliance committee 1,360 1,700 1,700 E.Mr Director Bruce since 22 December 2020. F. Director since 19 May 2020 I 326,380 144,500 — 21,250 21,250 — — 513,380 81,620 595,000 700,000 G. Executive director since 30 May 2020 Other committees (excluding executive committee) 1,200 1,500 1,500 H.Carnegie-Brown Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L.Ms Stepped Homaira down as director on 27 October 2020 M. Stepped down as director on I28 October 76,500 2019 — 34,000 — — — 12,750 123,250 79,040 202,290 225,900 NAkbari Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee Mr RSRCC:Francisco Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee. Javier Botín-Sanz 242 de Sautuola y N 76,500 — — — — — — 76,500 44,720 121,220 136,800243 O’SheaA Mr Álvaro Antonio Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 —

Ms Sol Daurella I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 ComadránMr Henrique Manuel Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 Borges Cirne de D MsCastro Gina Díez BarrosoE I 1,973 — — — — — — 1,973 2,080 4,053 — Mr Luis Isasi Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Mr Ramiro Mato García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 GordilloI Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

243 Annual report 2020 Annual report 2020 Contents Contents

6.3 Remuneration of directors for executive duties The policy on directors’ remuneration for executive duties in In the case of Sergio Rial, who was appointed director on April 2020 was approved by the board of directors and put to a 2020, he has not received any remuneration for executive binding vote at the general shareholders' meeting on 3 April duties in Banco Santander, S.A. during 2020, but he qualifies 2020B. Annual, with allotment 94,40% of the votes in favour. The table below as an executive director pursuant to section 529 duodecies of summarises the policy and its implementation for Ana Botín the Spanish Companies Act (Ley de Sociedades de Capital), and José Antonio Álvarez. because of his role as CEO and vice-president of Banco Each director received the amounts for serving on the board and its Santandercommittees (Brasil) included S.A. in (Santander the chart below Brasil). for 2019 and 2020.

AsComponent a gesture of responsibilityType in viewPolicy of the situation created by the health emergencyImplementation the board of in 2020directors agreed on 5 May • Ana Botin: EUR 3,176 thousand. Gross annual Fixed • Paid in cash on a monthly basis. 2020salary to reduce their allotments by 20% for the balance of 2020, with effect from 1• AprilJosé 2020, Antonio and Álvarez: propose EUR that 2,541 amounts thousand. saved Variable Variable • Individual benchmark reference. • See section 6.3 B ii) for details on annual metrics therebyremuneration be used to finance the initiatives• Calculated of Banco against Santander annual quantitativeto fight against metrics the covid-19and assessment. pandemic. and a qualitative assessment on account of • See section 6.3 B iv) for details on long-term individual performance. metrics. • 50% of each payment is shares withheld for • See section 6.3 B iii) for details on individual Accordingly, the applicable amounts inthree 2020 years, and unless 2019 thewere: director already holds variable pay. shares for an amount equivalent to twice their fixed remuneration. The number of shares is set at the time of the award. • 40% paid in 2021; 2020 • 60% deferred in five years. Amount per director in euros ◦ 24% paid in equal parts in 2022 and 2023.1 Apr to 31 Dec 1 Jan to 31 Mar ◦ 36% paid in equal parts in 2024, 2025 and 2019 2026, provided certain long-term objectives are met (2020-2022).

Members of the boardFixed of directors • Annual contribution of 22% of base salary. •49,500No change since 201822,500 90,000 Pension scheme Variable • Annual contribution of 22% of 30% of the • See section 6.3 C for details on annual Members of the executive committee average of variable remuneration in the last three 93,500contributions and pension42,500 balance. 170,000 years • Includes life, accident and medical insurance, and • No change for Ana Botín or José Antonio Álvarez Fixed other in-kind compensation. Members of the audit committee 22,000since 2018. 10,000 40,000 • Includes a fixed remuneration supplement in cash (not considered salary or pensionable) since Other supplementary death and disability benefits were remunerationMembers of the appointments committeeeliminated. 13,750 6,250 25,000 Members of the remuneration committee• Payment for non-compete commitment •13,750N/A. 6,250 25,000 Shareholding N/A • In addition to the regulatory obligation to hold • Policy updated during 2020 to assure policy shares for one year from their grant date, compliance with recommendation 62 to the Members of the risk supervision, regulationexecutive and compliance directors committeealso have the obligation to 22,000Good Governance Code10,000 for Listed Companies40,000 of hold them for three years from their award date, the CNMV unless the director already holds shares for an Members of the responsible banking, sustainabilityamount equivalent and culture to 200% committee of their fix annual 8,250 3,750 15,000 remuneration. • Ana Botín and José Antonio Alvarez have the Chairman of the audit committee obligation to accumulate this 200% within a 38,500 17,500 70,000 period of five years since 2016 to demonstrate Chairman of the appointments committeethe shareholding. 27,500 12,500 50,000 Chairman of the remuneration committee 27,500 12,500 50,000 A. Gross annual salary TheChairman board of resolved the risk supervision, to maintain regulation the same and gross compliance annual committeesalary Executive directors’38,500 gross annual salary17,500 and fixed annual70,000 for Ana Botín and José Antonio Álvarez for 2020 as in 2019. contribution to pension for 2020 and 2019 were as follows: ItChairman also maintained of the responsible the fixed banking, pension sustainability contribution and of culture 22% of committee 27,500 12,500 50,000 gross annual salary it had declared in 2019 for 2020. Lead director 60,500 27,500 110,000 Non-executive vice chairmen 16,500 7,500 30,000

A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to 244 the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time and dedication to perform these roles. However, in line with the board of directors' decision to reduce their allotments and fees with effects from 1 April 2020 explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will be EUR 595,000.

C. Attendance fees Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board and committees meetings (not including the executive committee, for which no fees are set) totalled the amounts included in the chart below for the last two years.

The amounts applied until 31 March 2020 were the same as in 2019. On 5 May 2020, as a gesture of responsibility in view of the situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic.

2020

Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar 2019

Board of directors 2,080 2,600 2,600

Audit committee and risk supervision, regulation and compliance committee 1,360 1,700 1,700

Other committees (excluding executive committee) 1,200 1,500 1,500

242 Responsible Corporate Economic Risk management Annual report 2020 banking governance and financial review and compliance Contents Responsible Corporate Economic Risk management banking governance and financial review and compliance

6.3 Remuneration of directors 2020 2019 Fixed annual Fixed annual for executive duties Gross annual pension Gross annual pension EUR thousand salary contribution Total salary contribution Total The policy on directors’ remuneration for executive duties in In the case of Sergio Rial, who was appointed director on April 2020 was approved by the board of directors and put to a 2020, he has not received any remuneration for executive Ms Ana Botín-Sanz de Sautuola y O’Shea 3,176 699 3,875 3,176 699 3,875 binding vote at the general shareholders' meeting on 3 April duties in Banco Santander, S.A. during 2020, but he qualifies Mr José Antonio Álvarez Álvarez 2,541 559 3,100 2,541 559 3,100 2020, with 94,40% of the votes in favour. The table below as an executive director pursuant to section 529 duodecies of Mr Rodrigo Echenique GordilloA — — — 600 — 600 summarises the policy and its implementation for Ana Botín the Spanish Companies Act (Ley de Sociedades de Capital), Total 5,717 1,258 6,975 6,317 1,258 7,575 and José Antonio Álvarez. because of his role as CEO and vice-president of Banco A. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020. Figure includes his gross annual salary until Santander (Brasil) S.A. (Santander Brasil). he ceased to be an executive director.

Component Type Policy Implementation in 2020 B. Variable remuneration • Ana Botin: EUR 3,176 thousand. Gross annual Fixed • Paid in cash on a monthly basis. salary • José Antonio Álvarez: EUR 2,541 thousand. i) General policy for 2020 Variable Variable • Individual benchmark reference. • See section 6.3 B ii) for details on annual metrics D. BreakdownThe board approved of bylaw-stipulated the executive directors’ emoluments variable remuneration • Calculated against annual quantitative metrics and assessment. remuneration on the remuneration committee’s and a qualitative assessment on account of • See section 6.3 B iv) for details on long-term individual performance. metrics. recommendation, according to its policy: A. Any exceptional adjustment supported by evidence • 50% of each payment is shares withheld for • See section 6.3 B iii) for details on individual • Variable components (including the variable part of the three years, unless the director already holds variable pay. Total director bylaw-stipulated emoluments and attendance fees received in 2020 amounted to EUR 4.1 million (EUR 4.9 million shares for an amount equivalent to twice their contributions to the benefit systems) of executive directors’ Quantitative metrics and qualitative assessment aspects are fixed remuneration. The number of shares is set total remuneration in 2020 should amount to less than described below. at the time of the award. 200% of fixed components, as established by resolution of • 40% paid in 2021; in the2019). annual This general is 31% shareholders'less than the amount meeting approved on 3 April at 2020. the general •meeting. Payment Each of the director approved earned incentive the following is split equallyamounts into for cash • 60% deferred in five years. and shares. 40% is paid in 2021, once the final amount has • At the beginning of 2021, on the remuneration committee’s ◦ 24% paid in equal parts in 2022 and 2023. these items: been set. The remaining 60% will be deferred in equal parts ◦ 36% paid in equal parts in 2024, 2025 and recommendation, the board approved the final amount of over five years (subject to long-term metrics) as follows: 2026, provided certain long-term objectives the 2020 incentive, based on the set bonus pool in are met (2020-2022). accordance with the directors' remuneration policy • The deferred amount payable in 2022 and 2023, (24% of Fixed • Annual contribution of 22% of base salary. • No change since 2018 approved at the general shareholders' meeting of 3 April theAmount total) in willeuros be paid if none of the malus clauses 2020, in consideration of: described below are triggered. Pension scheme Variable • Annual contribution of 22% of 30% of the • See section 6.3 C for details on annual average of variable remuneration in the last three contributions and pension balance. • A group of short-term quantitative metrics measured • The deferred amount payable in 2024, 2025 and 2026, years against annual objectives. 2020 2019 (36% of the total) will be paid if the malusstipulated clauses are not • Includes life, accident and medical insurance, and • No change for Ana Botín or José Antonio Álvarez Fixed other in-kind compensation. • A qualitative assessment that cannot adjust the triggered and the multi-year targets described below are since 2018. • Includes a fixed remuneration supplement in quantitative result by more than 25 percentage points reached. These targets can onlyBoard reduce and emoluments these amounts cash (not considered salary or pensionable) since upwards or downwards. Annual allotment and the number of deferred shares (which can be lower Other supplementary death and disability benefits were Non- but not higher). committee and remuneration eliminated. • Any exceptional adjustment that must be supported by evidence. Exec executi attendance attendance • Payment for non-compete commitment • N/A. N • When the deferred amount is paid in cash, the beneficiary Directors• The final figureutive is adjustedve toBoard executive directors’EC AC ASC RCmay RSRCC be paid RBSCC the amountTotal adjustedfees for inflationfees up to the Shareholding N/A • In addition to the regulatory obligation to hold • Policy updated during 2020 to assure individual variable remuneration benchmark in date of payment. shares for one year from their grant date, compliance with recommendation 62 to the policy accordance with the current model as well as (i) their executive directors also have the obligation to Good Governance Code for Listed Companies of • All payments in shares will be withheld for three years the CNMV individual objectives, which generally match the group’s hold them for three years from their award date, Ms Ana Botín- after being delivered, unless the director already holds unless the director already holds shares for an and cover financial, risk management, client satisfaction shares for an amount equivalent to twice his/her annual amount equivalent to 200% of their fix annual and social impact metrics, such as being among the Top Sanz de Sautuola — 76,500 144,500 — — — salary. — 12,750 233,750 55,220 288,970 333,800 remuneration. 10 companies to work for in the group’s main geographies • Ana Botín and José Antonio Alvarez have the y O’Sheaor financial empowerment objectives; and (ii) how they obligation to accumulate this 200% within a • The hedging of Santander shares received during the period of five years since 2016 to demonstrate achieve them, with consideration for how they manage retention and deferral periods is expressly prohibited. The the shareholding. employees and have adhered to corporate values. sale of shares is also prohibited for one year from time Mr José Antonio they are received. Álvarez Álvarez — 76,500 144,500 — — — — — 221,000 48,620 269,620 312,800 A. Gross annual salary Mr Bruce The board resolved to maintain the same gross annual salary Executive directors’ gross annual salary and fixed annual I 326,380 144,500 — 21,250 21,250 — — 513,380 81,620 595,000 700,000 for Ana Botín and José Antonio Álvarez for 2020 as in 2019. contribution to pension for 2020 and 2019 were as follows: Carnegie-Brown It also maintained the fixed pension contribution of 22% of gross annual salary it had declared in 2019 for 2020. Ms Homaira Akbari I 76,500 — 34,000 — — — 12,750 123,250 79,040 202,290 225,900 Mr Francisco Javier Botín-Sanz 244 de Sautuola y N 76,500 — — — — — — 76,500 44,720 121,220 136,800245 O’SheaA Mr Álvaro Antonio Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 —

Ms Sol Daurella I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 ComadránMr Henrique Manuel Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 Borges Cirne de D MsCastro Gina Díez BarrosoE I 1,973 — — — — — — 1,973 2,080 4,053 — Mr Luis Isasi Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Mr Ramiro Mato García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 GordilloI Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

243 Annual report 2020 Annual report 2020 Contents Contents

The payment schedule of the incentive is illustrated below.

B. Annual allotment Each director received the amounts for serving on the board and its committees included in the chart below for 2019 and 2020.

As a gesture of responsibility in view of the situation created by the health emergency the board of directors agreed on 5 May 2020 to reduce their allotments by 20% for the balance of 2020, with effect from 1 April 2020, and propose that amounts saved thereby be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic.

Accordingly,All deferred paymentsthe applicable can be amounts subject in to 2020 malus, and even 2019 if theywere: the group's risk, compliance, audit, human resources and are not subject to long-term objectives. Similarly, Santander general secretariat and financial accounting and control can claw back paid incentives in the scenarios and for the functions, who among others provided input on risk, solvency, period dictated in the group’s malus and clawback policy. liquidity, results' quality and recurrence, and other compliance and control2020 aspects. The quantitative and ii) Quantitative metrics and qualitative assessment for 2020 qualitative results for the bonus pool resulting from the ExecutiveAmount per directors’ director in variableeuros remuneration for 2020 has been process above,1 Apr to which 31 Dec are considered 1 Jan to 31 by Mar the board, upon based on the corporate centre executives' common bonus recommendation from the remunerations committee, are2019 pool, which calculation comes from the quantitative and included in the chart below. qualitative metrics approved by the board at the beginning of 2020Members on the of the remuneration board of directors committee’s recommendation. It is worth noting49,500 that none of the metrics22,500 and targets below90,000 This also takes into account the input received from the have been modified in any manner, despite the exceptional humanMembers resources of the executive committee, committee which for these purpose counts crisis circumstances93,500 created by the covid-1942,500 pandemic:170,000 on the participation of the senior management in charge of Members of the audit committee 22,000 10,000 40,000 Members of the appointments committee 13,750 6,250 25,000 Members of the remuneration committee 13,750 6,250 25,000 Members of the risk supervision, regulation and compliance committee 22,000 10,000 40,000 Members of the responsible banking, sustainability and culture committee 8,250 3,750 15,000 Chairman of the audit committee 38,500 17,500 70,000 Chairman of the appointments committee 27,500 12,500 50,000 Chairman of the remuneration committee 27,500 12,500 50,000 Chairman of the risk supervision, regulation and compliance committee 38,500 17,500 70,000 Chairman of the responsible banking, sustainability and culture committee 27,500 12,500 50,000 Lead director 60,500 27,500 110,000 Non-executive vice chairmen 16,500 7,500 30,000

A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to 246 the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time and dedication to perform these roles. However, in line with the board of directors' decision to reduce their allotments and fees with effects from 1 April 2020 explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will be EUR 595,000.

C. Attendance fees Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board and committees meetings (not including the executive committee, for which no fees are set) totalled the amounts included in the chart below for the last two years.

The amounts applied until 31 March 2020 were the same as in 2019. On 5 May 2020, as a gesture of responsibility in view of the situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic.

2020

Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar 2019

Board of directors 2,080 2,600 2,600

Audit committee and risk supervision, regulation and compliance committee 1,360 1,700 1,700

Other committees (excluding executive committee) 1,200 1,500 1,500

242 Responsible Corporate Economic Risk management Annual report 2020 banking governance and financial review and compliance Contents Responsible Corporate Economic Risk management banking governance and financial review and compliance

The payment schedule of the incentive is illustrated below. Quantitative metrics Qualitative Category Total and Weighted weighted (weight) Metrics % Achievement over target Assessment assessmentA Component Assessment scoreB Customers Net Target: TOP3 in 6 countries. 81.3 % 8.13 % Evaluation of the +2.15% - Strength in 20.33 % (20%) Promoter Achieved: TOP3 in 6 countriesD robustness of the governance, especially Score (NPS)C governance, culture in the approval of and management of products, and relevant conduct risk with our improvements in clients remuneration models, while some aspects of culture and Number of Target: 22,719,800 100.5 % 10.05 % management by the loyal Achieved: 22.838.300 D first line of defense are customers still under development. Risks (10%) Non- % Target: 3.08% 95.6 % 4.78 % Assessment of the + 1.45% - 6.23 % performing % Achieved: 3.21% control environment Improvement of the loans ratio and appropriate control environment, management key in managing the of risk appetite and risks derived from the D. Breakdown of bylaw-stipulated emoluments excesses recognised. health and economic Cost of % Target: 1.02% 0.0 % 0.00 % crisis. No relevant non- Credit Ratio % Achieved: 1.28% compliance in risk (IFRS9) appetite. All deferred payments can be subject to malus, even if they the group's risk, compliance, audit, human resources and Capital Capital ratio % Target: 11.90% 180.0 % 36.00 % Efficient capital + 3.10% - Reinforced 39.10 % Total(20%) director(CET1) bylaw-stipulated% Achieved: emoluments 12.10% and attendance fees received in 2020management. amounted to EURcapital 4.1 million ratio and (EUR above 4.9 million are not subject to long-term objectives. Similarly, Santander general secretariat and financial accounting and control the target, despite the can claw back paid incentives in the scenarios and for the functions, who among others provided input on risk, solvency, significant increase in provisions due to the period dictated in the group’s malus and clawback policy. liquidity, results' quality and recurrence, and other in 2019). This is 31% less than the amount approved at the general meeting. Each director earned thecontext following of the year amounts for compliance and control aspects. The quantitative and Return Ordinary net Target: €8,243.2 million 0.0 % 0.00 % Suitability of +1.83% - Solid and 5.41 % ii) Quantitative metrics and qualitative assessment for 2020 (50%) profit Result: €4,581.15 millionG business sustainable results qualitative results for the bonus pool resulting from the E Executive directors’ variable remuneration for 2020 has been process above, which are considered by the board, upon (ONP) growth compared to despite global crisis these items: the context, with focus this based on the corporate centre executives' common bonus recommendation from the remunerations committee, are previous year, year on on new pool, which calculation comes from the quantitative and included in the chart below. considering origination and the market protecting spreads, qualitative metrics approved by the board at the beginning of environment managing costs in an 2020 on the remuneration committee’s recommendation. It is worth noting that none of the metrics and targets below Amount inand euros competitors. efficient manner. This also takes into account the input received from the have been modified in any manner, despite the exceptional RoTE - % Target: 11,34% 0.0 % 0.00 % Sustainability and + 0.30% - Sustainable G human resources committee, which for these purpose counts crisis circumstances created by the covid-19 pandemic: Return on % Achieved: 6.71% solidity of results. growth in a global Tangible Efficient cost crisis environment, on the participation of the senior management in charge of Equity 2020 management and with more efficient use 2019 achievement of of capital in termstipulated of efficiency profitability. goals. Board and emoluments Annual allotment Progress in the + 3.28% - Progress commitments exceeding forecasts in Non- assumed to promote committeemost of the Group'sand the Group's responsible banking Exec executi Responsible Banking attendanceagenda commitments. attendance N agenda and incorporate it into its Directors utive ve Board EC AC ASC RC RSRCCbusiness RBSCC strategyTotal fees fees (additional indicator in 2020) ExceptionalMs Ana Botín- Elements (non-exhaustive) under consideration: macro- The underlying business performance resulted (3.75) % adjustment economic environment, general control environment, in a final bonus calculation of 71.08% of the compliance with internal and external regulations, prudent target bonus. The board of directors, upon Sanz de Sautuola —and efficient 76,500 liquidity 144,500 and capital planning — management. — — — recommendation 12,750 233,750 from the 55,220 remuneration 288,970 333,800 committee, exercised its discretion to reduce this target bonus to 67.32%, which was the y O’Shea original target submitted to the board in December 2020 and resolved that the amount saved would be contributed to the Santander fund set up to support the fight against Mr José Antonio — 76,500 144,500 — — — — Covid-19 — 221,000 48,620 269,620 312,800 ÁlvarezTOTAL Álvarez 67.32 % A. The weighted assessment is the result of multiplying each objective’s assessment by its weighting per category. Each category has same weighting, except as described under Note E below. B.Mr Result Bruce of adding or subtracting the qualitative assessment to/from the weighted assessment. C. The net promoter core (NPS) measures customers' willingness to recommend Santander. The assessment is based on the number of the group's core markets where Santander’s NPS scoresI in the top 326,380 3, as well 144,500 as on its performance — 21,250 against 21,250competitors. In 2020. — — 513,380 81,620 595,000 700,000 D.TheCarnegie-Brown achievement amount is calculated by adding the weight each country where the target is met has over the total of Santander Group clients. E. For this purpose, ONP is attributed ordinary net profit, adjusted upwards or downwards for transactions the board believes have an impact not connected to the performance of evaluated directors, for which extraordinary profit, corporate transactions, special allowances, or accounting or legal adjustments that may occur in Msthe Homaira year are evaluated. The specific weight of ONP in the total scorecard is 20% and RoTE is 30%. F. 2020 underlying profit attributable to the Group is €5,081 million, but restructuring costs have been applied to it for the purpose of calculating scorecard results, reducing this figure to €4,581I million 76,500 — 34,000 — — — 12,750 123,250 79,040 202,290 225,900 G.2020Akbari ordinary RoTE is 7.44%, but restructuring costs have been applied to it for the purpose of calculating scorecard results, reducing this figure to 6.71%. Mr Francisco Javier Botín-Sanz 246 de Sautuola y N 76,500 — — — — — — 76,500 44,720 121,220 136,800247 O’SheaA Mr Álvaro Antonio Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 —

Ms Sol Daurella I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 ComadránMr Henrique Manuel Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 Borges Cirne de D MsCastro Gina Díez BarrosoE I 1,973 — — — — — — 1,973 2,080 4,053 — Mr Luis Isasi Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Mr Ramiro Mato García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 GordilloI Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

243 Annual report 2020 Annual report 2020 Contents Contents

The following section details the individual variable was deferred variable remuneration linked to long-term remuneration approved by the board. objectives at face value). Accordingly, the total of her salary and bonus for 2020 has been established at EUR 4,844 iii) Determination of the individual variable remuneration thousand, with EUR 3,176 thousand salary and EUR 1,668 for executive directors set in 2020 thousand bonus (of which EUR 1,068 thousand is the sum The board approved executive directors’ variable immediately payable and deferred -not linked to long-term remuneration on the remuneration committee’s objectives- variable remuneration, and EUR 600 thousand is B.recommendation Annual allotment based on the policy mentioned in the deferred variable remuneration linked to long-term objectives at face value). paragraphs above and the result of the quantitative metrics Eachand qualitative director received assessment the amounts described for above, serving and on taking the board into and its Josécommittees Antonio included Álvarez’s in total the chartsalary below and bonus for 2019 for 2019and 2020. was account the commitment made by Ana Botín and José Antonio EUR 6,893 thousand, with EUR 2,541 thousand salary and Alvarez on 23 March 2020 to reduce the total on their salary EUR 4,352 thousand bonus (of which EUR 2,786 thousand and variable remuneration in 50% described below. was the sum of immediately payable and deferred -not linked As a gesture of responsibility in view of the situation created by the tohealth long-term emergency objectives- the board variable of directors remuneration, agreed andon 5 EUR May The board also verified that none of the following 1,566 thousand was deferred variable remuneration linked to 2020circumstances to reduce have their occurred: allotments by 20% for the balance of 2020, withlong-term effect from objectives 1 April at2020, face and value). propose Accordingly, that amounts the total saved of 1 his salary and bonus for 2020 has been established at EUR thereby• The Group’s be used ONP to finance for 2020 the was initiatives not more of Bancothan 50% Santander less to fight3,446.5 against thousand, the covid-19 with pandemic. EUR 2,541 thousand salary and EUR than for 2019. Otherwise, variable remuneration would not 906 thousand bonus (of which EUR 580 thousand is have been greater than 50% of the benchmark incentive. immediately payable and deferred -not linked to long-term Accordingly,• The group’s the ONP applicable was not amountsnegative. inOtherwise, 2020 and the2019 incentive were: objectives- variable remuneration, and EUR 326 thousand is would have been zero. deferred variable remuneration linked to long-term objectives at face value). The board voted to maintain the same benchmark incentive The chart below shows2020 the comparison between the amounts for Ana Botín and José Antonio Álvarez in 2020 as in 2019. received in 2019 and those received in 2020: Variable contributions to pensions were not modified in 2020, % Var. 2019 2020 2020 soAmount the amounts per director are in the euros 22% of the 30% of the last three 1 Apr to 31 Dec 1 Jan to 31 Mar vs assigned bonus' average. Salary Bonus Total Salary Bonus Total 20192019 Chairman 3,176 6,512 9,688 3,176 1,668 4,844 (50) % VoluntaryMembers of Reduction the board ofof Executivedirectors Remuneration (Chairman and 49,500 22,500 90,000 CEO) CEO 2,541 4,352 6,893 2,541 906 3,447 (50) % OnMembers 23 March of the 2020, executive given committee the health crisis created by the 93,500 42,500 170,000 covid-19 pandemic, Ana Botín and José Antonio Álvarez Additionally, Ana Botin has made a personal decision to proposed to reduce their 2020 total compensation (salary and donate the full amount of the cash bonus paid this year for 2020 to Banco Santander's Euros de tu nómina program, bonus)Members by of 50% the auditand use committee the amounts saved to finance the 22,000 10,000 40,000 through which employees can give up part of their pay to Santander covid-19 relief fund. This proposal was supported projects sponsored by a group of charities voted for by by the remuneration committee and approved by the board of Members of the appointments committee employees and Banco13,750 Santander matches6,250 the employees25,000 directors. donation, and to Empieza por Educar, the Spanish affiliate of To achieve the 50% reduction compared to 2019, the board of Teach for All. directorsMembers decidedof the remuneration to apply an committee additional adjustment to Ana 13,750 6,250 25,000 Breakdown of immediately payable and deferred Botín’s and José Antonio Alvarez’s variable compensation, remuneration reducingMembers theof the variable risk supervision, compensation regulation by 74% and compliance in the case committee of Ana 22,000 10,000 40,000 Botín and 79% in the case of José Antonio Álvarez. The immediately payable variable remuneration in deferred amounts not contingent on long-term metrics and variable AnaMembers Botín’s of totalthe responsible salary and banking, bonus sustainabilityfor 2019 was and EUR culture 9,688 committee remuneration deferred8,250 and contingent3,750 on long-term 15,000 thousand, with EUR 3,176 thousand salary and EUR 6,512 objectives approved by the board of directors, following a thousand bonus (of which EUR 4,168 thousand was the sum proposal by the remuneration committee resulting from the ofChairman immediately of the auditpayable committee and deferred -not linked to long-term aforementioned38,500 process are: 17,500 70,000 objectives- variable remuneration, and EUR 2,344 thousand Chairman of the appointments committee 27,500 12,500 50,000 Chairman of the remuneration committee 27,500 12,500 50,000 Chairman of the risk supervision, regulation and compliance committee 38,500 17,500 70,000 Chairman of the responsible banking, sustainability and culture committee 27,500 12,500 50,000

1Lead director 60,500 27,500 110,000 For this purpose, ONP is attributed ordinary net profit, adjusted upwards or downwards for transactions the board believes have an impact not connected to the performance of evaluated directors, for which extraordinary profit, corporate transactions, impairments, or accounting or legal adjustments that may occur during Non-executivethe year are evaluated. vice chairmen The exclusion in the calculation for these purposes of goodwill impairments is aligned16,500 with the supervisors'7,500 criteria on their 30,000 recommendations on dividend distributions.

A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to 248 the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time and dedication to perform these roles. However, in line with the board of directors' decision to reduce their allotments and fees with effects from 1 April 2020 explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will be EUR 595,000.

C. Attendance fees Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board and committees meetings (not including the executive committee, for which no fees are set) totalled the amounts included in the chart below for the last two years.

The amounts applied until 31 March 2020 were the same as in 2019. On 5 May 2020, as a gesture of responsibility in view of the situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic.

2020

Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar 2019

Board of directors 2,080 2,600 2,600

Audit committee and risk supervision, regulation and compliance committee 1,360 1,700 1,700

Other committees (excluding executive committee) 1,200 1,500 1,500

242 Responsible Corporate Economic Risk management Annual report 2020 banking governance and financial review and compliance Contents Responsible Corporate Economic Risk management banking governance and financial review and compliance

The following section details the individual variable was deferred variable remuneration linked to long-term Immediately payable and deferred (not linked to long-term objectives) variable remuneration remuneration approved by the board. objectives at face value). Accordingly, the total of her salary and bonus for 2020 has been established at EUR 4,844 2020 2019 iii) Determination of the individual variable remuneration thousand, with EUR 3,176 thousand salary and EUR 1,668 EUR thousand In cash In shares Total In cash In shares Total for executive directors set in 2020 thousand bonus (of which EUR 1,068 thousand is the sum Ms Ana Botín-Sanz de Sautuola y O’Shea 534 534 1,068 2,084 2,084 4,168 The board approved executive directors’ variable immediately payable and deferred -not linked to long-term Mr José Antonio Álvarez Álvarez 290 290 580 1,393 1,393 2,786 remuneration on the remuneration committee’s objectives- variable remuneration, and EUR 600 thousand is recommendation based on the policy mentioned in the deferred variable remuneration linked to long-term objectives Mr Rodrigo Echenique Gordillo — — — 640 640 1,280 at face value). paragraphs above and the result of the quantitative metrics Total 824 824 1,648 4,117 4,117 8,234 and qualitative assessment described above, and taking into José Antonio Álvarez’s total salary and bonus for 2019 was EUR 6,893 thousand, with EUR 2,541 thousand salary and A. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020. Immediate and deferred variable account the commitment made by Ana Botín and José Antonio remuneration not contingent on long-term objectives included until he stepped down. Alvarez on 23 March 2020 to reduce the total on their salary EUR 4,352 thousand bonus (of which EUR 2,786 thousand B. The share amounts in the foregoing table correspond to a total of 307 thousand shares in Banco Santander (1,122 thousand shares in 2019). and variable remuneration in 50% described below. was the sum of immediately payable and deferred -not linked The following chart states deferred variable remuneration at fair value, which will only be received in 2024, 2025 and 2026, to long-term objectives- variable remuneration, and EUR provided that long-term multi-year targets are met The board also verified that none of the following 1,566 thousand was deferred variable remuneration linked to circumstances have occurred: long-term objectives at face value). Accordingly, the total of (see section 6.3 B iv)), beneficiaries continue to be employed at Santander Group, in accordance with the terms approved in the 2 1 his salary and bonus for 2020 has been established at EUR D. Breakdowngeneral shareholders' of bylaw-stipulated meeting, and noemoluments circumstances triggering malus clauses occur : • The Group’s ONP for 2020 was not more than 50% less 3,446.5 thousand, with EUR 2,541 thousand salary and EUR than for 2019. Otherwise, variable remuneration would not 906 thousand bonus (of which EUR 580 thousand is Deferred variable remuneration linked to long-term objectives (fair value) have been greater than 50% of the benchmark incentive. immediately payable and deferred -not linked to long-term • The group’s ONP was not negative. Otherwise, the incentive objectives- variable remuneration, and EUR 326 thousand is Total director bylaw-stipulated emoluments and attendance fees received2020 in 2020 amounted to EUR 4.1 million2019 (EUR 4.9 million would have been zero. deferred variable remuneration linked to long-term objectives EUR thousand In cash In shares Total In cash In shares Total at face value). Ms Ana Botín-Sanz de Sautuola y O’Shea 210 210 420 821 821 1,642 The board voted to maintain the same benchmark incentive The chart below shows the comparison between the amounts in 2019). This is 31% less than the amount approved at the general meeting. Each director earned the following amounts for for Ana Botín and José Antonio Álvarez in 2020 as in 2019. received in 2019 and those received in 2020: Mr José Antonio Álvarez Álvarez 114 114 228 548 548 1,096 Variable contributions to pensions were not modified in 2020, % Var. Mr Rodrigo Echenique Gordillo — — — 252 252 504 2019 2020 2020 these items: so the amounts are the 22% of the 30% of the last three vs Total 324 324 648 1,621 1,621 3,242 assigned bonus' average. Salary Bonus Total Salary Bonus Total 2019 A. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020. Variable remuneration contingent on long- Chairman 3,176 6,512 9,688 3,176 1,668 4,844 (50) % term objectives included until he stepped down. Voluntary Reduction of Executive Remuneration (Chairman and B. The number of shares in the table total 121 thousand shares in Banco Santander (442 thousand shares in 2019). CEO) CEO 2,541 4,352 6,893 2,541 906 3,447 (50) % Amount in euros

On 23 March 2020, given the health crisis created by the Fair value has been determined on the grant date based on the valuation report of an independent expert, Willis Towers Watson. Additionally, Ana Botin has made a personal decision to covid-19 pandemic, Ana Botín and José Antonio Álvarez Based on the design of the plan for 2020 and success levels of similar plans2020 at peer entities, the expert found a range of 2019 proposed to reduce their 2020 total compensation (salary and donate the full amount of the cash bonus paid this year for stipulated 2020 to Banco Santander's Euros de tu nómina program, 60%-80% reasonable to estimate the initial success ratio. Therefore, fair value was considered to be 70% of the maximum value. bonus) by 50% and use the amounts saved to finance the through which employees can give up part of their pay to Santander covid-19 relief fund. This proposal was supported Board and emoluments projects sponsored by a group of charities voted for by The maximum number of shares to be delivered under theAnnual allotmentboard approved the 2020 bonus for executive directors), by the remuneration committee and approved by the board of employees and Banco Santander matches the employees plan (480 thousand sharesNon- not adjusted for fair value) is which was EUR 2.685 per share.committee and directors. donation, and to Empieza por Educar, the Spanish affiliate of within the limit of 4,283 thousand shares authorised in the iv) Multi-year targets linked to the payment of deferred To achieve the 50% reduction compared to 2019, the board of Teach for All. annual general meetingExec executi on 3 April 2020 for executive attendance attendance N amounts in 2024, 2025 and 2026 directors decided to apply an additional adjustment to Ana directors. This limit was calculated with the weighted average Breakdown of immediately payable and deferred dailyDirectors volume of weightedutive ve averageBoard listing pricesEC of Santander AC ASC The RC multi-year RSRCC RBSCC targets linkedTotal to the feespayment offees the deferred Botín’s and José Antonio Alvarez’s variable compensation, remuneration reducing the variable compensation by 74% in the case of Ana shares in the 15 trading sessions prior to the Friday (not amounts payable in 2024, 2025 and 2026 are: Botín and 79% in the case of José Antonio Álvarez. The immediately payable variable remuneration in deferred inclusive) before 2 February 2021 (the date on which the amounts not contingent on long-term metrics and variable Ms Ana Botín- Ana Botín’s total salary and bonus for 2019 was EUR 9,688 remuneration deferred and contingent on long-term Sanz de Sautuola — 76,500 144,500 — — — — 12,750 233,750 55,220 288,970 333,800 thousand, with EUR 3,176 thousand salary and EUR 6,512 objectives approved by the board of directors, following a thousand bonus (of which EUR 4,168 thousand was the sum proposal by the remuneration committee resulting from the y O’SheaMetrics Weight Target and compliance scales (metrics ratios) of immediately payable and deferred -not linked to long-term aforementioned process are: A Earnings per share (EPS) growth in 2022 33 % If EPS growth ≥ 15%, then metric ratio is 1.5 objectives- variable remuneration, and EUR 2,344 thousand vs 2019 If EPS growth ≥ 10% but < 15%, then metric ratio is 1 – 1.5C Mr José Antonio If EPS growth ≥ 5% but < 10%, then metric ratio is 0 – 1C — 76,500 144,500 — If —EPS growth — < 5%, —then metric — ratio 221,000 is 0 48,620 269,620 312,800 ÁlvarezB RelativeÁlvarez Total Shareholder Return (TSR)A 33 % If ranking of Santander above percentile 66, then metric ratio is 1 in 2020-2022 within a peer group If ranking of Santander between percentiles 33 and 66, then ratio is 0 – 1D If ranking of Santander below percentile 33, then metric ratio is 0 MrC Bruce Fully loaded target common equity Tier 1 33 % If CET1 is ≥ 12%, then metric ratio is 1 B ratio (CET1) for 2022I 326,380 144,500 — 21,250If CET1 21,250 is ≥ 11% but —< 12%, then — metric 513,380 ratio is 81,620 0 – 1E 595,000 700,000 Carnegie-Brown If CET1 is < 11%, then metric ratio is 0

A. TSR refers to the difference (%) between the final and initial values of capital invested in ordinary shares of Banco Santander. The final value is calculated based on Msthe Homaira dividends or other similar concepts (such as the Santander Scrip Dividend programme) shareholders receive for this investment during the corresponding period -as if they had invested in moreI shares 76,500 of the same type — at the 34,000 first date on which — the —dividend or — similar 12,750 concept 123,250was payable to 79,040 shareholders- 202,290 and the weighted 225,900 1 For this purpose, ONP is attributed ordinary net profit, adjusted upwards or downwards for transactions the board believes have an impact not connected to the Akbari 2 performance of evaluated directors, for which extraordinary profit, corporate transactions, impairments, or accounting or legal adjustments that may occur during Corresponds to the fair value of the maximum amount to be received over a total of 3 years, subject to continued service -with certain exceptions-, non- applicability the year are evaluated. The exclusion in the calculation for these purposes of goodwill impairments is aligned with the supervisors' criteria on their of malus clauses and compliance with set goals. Fair value was estimated at the plan award date on account of several scenarios for the variables in the plan recommendations on dividend distributions. Mr duringFrancisco the measurement periods. Javier Botín-Sanz 248 de Sautuola y N 76,500 — — — — — — 76,500 44,720 121,220 136,800249 O’SheaA Mr Álvaro Antonio Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 —

Ms Sol Daurella I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 ComadránMr Henrique Manuel Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 Borges Cirne de D MsCastro Gina Díez BarrosoE I 1,973 — — — — — — 1,973 2,080 4,053 — Mr Luis Isasi Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Mr Ramiro Mato García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 GordilloI Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

243 Annual report 2020 Annual report 2020 Contents Contents

average share price at that date. To calculate TSR, the weighted average daily volumes of the weighted average listing prices for the fifteen trading sessions prior to 1 January 2020 (exclusive) is considered (to calculate the initial value) and the fifteen trading sessions prior to 1 January 2023 (exclusive) (to calculate the final value). The peer group consists of BBVA, BNP Paribas, Citi, Crédit Agricole, HSBC, ING, Itaú, Scotia Bank and Unicredit. B. To check success in terms of this objective, possible increases in CET1 resulting from capital increases will be disregarded (except in relation to the Santander Scrip Dividend programme). Furthermore, the CET1 ratio at 31 December 2022 could be adjusted to factor out the impact of any new regulations on its calculation up to that date. C. Linear increase in the EPS ratio based on the specific EPS growth rate in 2022 in respect of 2019 within this bracket of the scale. D. Proportional increase in the TSR ratio based on the number of positions moved up in the ranking. B.E. LinearAnnual increase allotment in the CET1 ratio as a function of the CET1 ratio in 2022 within this bracket of the scale.

EachTo determine director receivedthe annual the amount amounts of forthe serving deferred on portion the board and its committees included in the chart below for 2019 and 2020. linked to objectives corresponding to each board member in Malus and clawback clauses are triggered if the financial 2024, 2025 and 2026, the following formula shall be applied performance of the Banco Santander, a specific division or to each of these payments ('Final annuity') without prejudice area, or exposures generated by staff is poor on account of: Asto anya gesture adjustment of responsibility deriving from in view the malusof the clauses:situation created by the health emergency the board of directors agreed on 5 May 2020 to reduce their allotments by 20% for the balance of 2020, withCategory effect from 1 AprilFactors 2020, and propose that amounts saved Final annuity = Amt. x (1/3 x A + 1/3 x B + 1/3 x C) Significant failures in risk management by Risk Banco Santander, or by a business or risk therebywhere: be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic. control unit. • 'Amt.' is one third of the variable remuneration amount An increase in capital requirements at the Banco Santander or one of its business deferred conditional on performance (i.e. Amt. will be 12% Capital Accordingly, the applicable amounts in 2020 and 2019 were: units not planned at the time that exposure of the total variable pay set in early 2021). was generated. • 'A' is the EPS ratio according to the scale in the table above, Regulatory penalties or legal convictions for2020 events that might be attributable to the based on EPS growth in 2022 vs 2019. Regulation and internal codes unit or staff responsible for them. In • 'B' is the TSR ratio according to the scale in the table above, addition, failure to comply with Banco Amount per director in euros 1 Apr to 31 DecSantander’s 1 Jan internal to 31 codesMar of conduct. according to the relative performance of Banco Santander’s 2019 TSR within its peer group in 2020-2022. Improper conduct, whether individual or collective. Negative effects deriving from the marketing of unsuitable products and •Members'C' is the of CET1 the board ratio of according directors to compliance with the CET1 Conduct 49,500 22,500 90,000 the liability of persons or bodies making target for 2022 described in the table above. such decisions will be considered especially significant. •MembersIn any event, of the ifexecutive the result committee of (1/3 x A + 1/3 x B + 1/3 x C) is 93,500 42,500 170,000 greater than 1, the multiplier will be 1. The application of malus or clawback clauses for executive •Membersv) Malus of andthe audit clawback committee directors shall be22,000 determined by the10,000 board of directors,40,000 at the proposal of the remuneration committe, and cannot be Deferred amounts (whether or not contingent on multi-year proposed once the retention period for the final payment in targets)Members will of the be appointmentsearned if the committee beneficiariy continues to work 13,750 6,250 25,000 with the group3, and none of the circumstances triggering the shares under the plan has elapsed in early 2027. Therefore, malus clause arise before each payment, according to the on the remuneration committee’s recommendation and sectionMembers on of malus the remuneration and clawback committee clauses in the remuneration depending on the13,750 level of compliance6,250 with the conditions25,000 for policy. applying malus clauses, the board determines the specific Members of the risk supervision, regulation and compliance committee deferred incentive22,000 amount to be paid10,000 as well as any amount40,000 Similarly, Banco Santander can clawback any paid variable that could be subject to clawback. amounts in the scenarios and for the period dictated by the termsMembers and of conditions the responsible in the banking, said policy. sustainability and culture committee C. Main features 8,250of the benefit plans3,750 15,000 Executive directors participate in the defined contribution Variable remuneration for 2020 can be clawed back until the pension scheme created in 2012, which covers contingencies beginningChairman of of the 2027 audit. committee 38,500 17,500 70,000 due to retirement, disability and death. Chairman of the appointments committee 27,500 12,500 50,000 3 When the beneficiary’s relationship with Banco Santander or another group entity terminates because of retirement, early retirement or pre-retirement; a dismissal ruled by the courts to be wrongful; unilateral withdrawal for good cause by an employee (which includes the situations set forth in article 10.3 of Royal Decree Chairman1382/1985, of ofthe 1 August,remuneration governing committee the special relationship of senior management, for the persons subject27,500 to these rules); permanent12,500 disability or death; 50,000 mandatory redundancy; or because an employer other than Banco Santander ceases to belong to Santander Group, the right to receive shares and deferred amounts in cash and any amounts of the deferred amounts in cash adjusted for inflation will remain under the same conditions in force as if none of such Chairmancircumstances of the had risk occurred. supervision, In the case regulation of death, and the complianceright will pass committee to the beneficiary’s heirs. 38,500 17,500 70,000 In cases of justified temporary leave due to temporary disability, suspension of contract due to maternity or paternity leave, or leave to care for children or a relative, there will be no change in the beneficiary’s rights. If the beneficiary goes to another group company (even through international assignment and/or expatriation), these rights will likewise not change. If the relationship terminates by mutual agreement or because the beneficiary obtains a leave not mentioned Chairmanabove, the of terms the responsibleof the termination banking, or temporary sustainability leave agreement and culture will committee apply. 27,500 12,500 50,000 None of those circumstances attach the right to receive the deferred amount in advance. If beneficiaries or their heirs maintain the right to receive deferred pay in shares and cash and any deferred amounts in cash adjusted for inflation, it will be delivered within the periods and under the terms dictated by the rules for the Leadplans. director 60,500 27,500 110,000 None of the above circumstances shall give the right to receive the deferred amount in advance. If the beneficiary or the successors thereof maintain the right to receive the deferred remuneration in shares and cash and, where applicable, the amounts arising from the adjustment for inflation of the deferred amounts in cash, Non-executiveit shall be delivered vice withinchairmen the periods and under the terms provided in the rules for the plans. 16,500 7,500 30,000

A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to 250 the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time and dedication to perform these roles. However, in line with the board of directors' decision to reduce their allotments and fees with effects from 1 April 2020 explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will be EUR 595,000.

C. Attendance fees Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board and committees meetings (not including the executive committee, for which no fees are set) totalled the amounts included in the chart below for the last two years.

The amounts applied until 31 March 2020 were the same as in 2019. On 5 May 2020, as a gesture of responsibility in view of the situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic.

2020

Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar 2019

Board of directors 2,080 2,600 2,600

Audit committee and risk supervision, regulation and compliance committee 1,360 1,700 1,700

Other committees (excluding executive committee) 1,200 1,500 1,500

242 Responsible Corporate Economic Risk management Annual report 2020 banking governance and financial review and compliance Contents Responsible Corporate Economic Risk management banking governance and financial review and compliance average share price at that date. To calculate TSR, the weighted average daily volumes of the weighted average listing prices for the fifteen trading sessions prior to In the event of pre-retirement and up until the retirement The provisions recognised in 2020 for retirement pensions a 1 January 2020 (exclusive) is considered (to calculate the initial value) and the fifteen trading sessions prior to 1 January 2023 (exclusive) (to calculate the final date, executive directors have the right to receive an annual amounted to 2,019 thousand euros (2,003 thousand euros in value). The peer group consists of BBVA, BNP Paribas, Citi, Crédit Agricole, HSBC, ING, Itaú, Scotia Bank and Unicredit. B. To check success in terms of this objective, possible increases in CET1 resulting from capital increases will be disregarded (except in relation to the Santander Scrip allowance. Ana Botín’s maximum allotment is the sum of her 2019), as broken down below. Dividend programme). Furthermore, the CET1 ratio at 31 December 2022 could be adjusted to factor out the impact of any new regulations on its calculation up to fixed remuneration and 30% of the average of her last three that date. variable remuneration amounts. José Antonio Álvarez’s EUR thousand 2020 2019 C. Linear increase in the EPS ratio based on the specific EPS growth rate in 2022 in respect of 2019 within this bracket of the scale. D. Proportional increase in the TSR ratio based on the number of positions moved up in the ranking. allotment is his fixed remuneration paid as senior vice Ms Ana Botín-Sanz de Sautuola y O’Shea 1,155 1,145 president. E. Linear increase in the CET1 ratio as a function of the CET1 ratio in 2022 within this bracket of the scale. Mr José Antonio Álvarez Álvarez 864 858 According to the 2012 system, contracts for executive Total 2,019 2,003 To determine the annual amount of the deferred portion directors (and other senior managers) with defined benefit linked to objectives corresponding to each board member in Malus and clawback clauses are triggered if the financial pension obligations were transformed into a defined These are the amounts corresponding to each executive 2024, 2025 and 2026, the following formula shall be applied performance of the Banco Santander, a specific division or contribution system. The new system gives executive director as of 31 December 2020 and 2019 in the pension to each of these payments ('Final annuity') without prejudice area, or exposures generated by staff is poor on account of: directors the right to receive benefits upon retirement, even if scheme: to any adjustment deriving from the malus clauses: they are not active at Banco Santander at the time, based on contributions to the system. It also replaces their previous Category Factors EUR thousand 2020 2019 right to receive a pension supplement in the event of Final annuity = Amt. x (1/3 x A + 1/3 x B + 1/3 x C) Significant failures in risk management by Ms Ana Botín-Sanz de Sautuola y O’Shea 49,444 48,104 Risk Banco Santander, or by a business or risk D. Breakdownretirement. of bylaw-stipulated emoluments where: Mr José Antonio Álvarez Álvarez 18,082 17,404 control unit. The initial amount for each executive director in the new Mr Rodrigo Echenique Gordillo — 13,268 An increase in capital requirements at the • 'Amt.' is one third of the variable remuneration amount defined contribution pension scheme corresponded to the Banco Santander or one of its business Total 67,526 78,776 deferred conditional on performance (i.e. Amt. will be 12% Capital units not planned at the time that exposure Totalmarket director value ofbylaw-stipulated the assets for which emoluments the provisions and attendance for due fees received in 2020 amounted to EUR 4.1 million (EUR 4.9 million of the total variable pay set in early 2021). was generated. obligations were recognised when the previous pension A. Rodrigo Echenique has not participated in the defined contribution pension commitments had been transferred to the new pension scheme described in the preceding paragraphs. However, for reference • 'A' is the EPS ratio according to the scale in the table above, Regulatory penalties or legal convictions purposes, this year’s table details his rights before he was named an for events that might be attributable to the scheme.in 2019). This is 31% less than the amount approved at the general meeting.executive Eachdirector. director Rodrigo Echenique'searned the accrued following obligation amounts as of December for based on EPS growth in 2022 vs 2019. Regulation and unit or staff responsible for them. In 2020 is zero, since he received the benefit in the form of capital in 2020. internal codes Every year since 2013, Banco Santander has been Therefore, there is no pending commitment in this regard in respect of • 'B' is the TSR ratio according to the scale in the table above, addition, failure to comply with Banco Rodrigo Echenique. Santander’s internal codes of conduct. contributingthese items: to the pension scheme for executive directors according to the relative performance of Banco Santander’s and senior executives in proportion to their pensionable bases TSR within its peer group in 2020-2022. Improper conduct, whether individual or D. Other remuneration collective. Negative effects deriving from until their departure from the group, retirement, death or the marketing of unsuitable products and disability (even during pre-retirement). The pensionable base Santander Group also takes out insurance policies for life, • 'C' is the CET1 ratio according to compliance with the CET1 Conduct the liability of persons or bodies making for executive directors is the sum of fixed remuneration plus health and other contingencies for its executive directors. This target for 2022 described in the table above. Amount in euros such decisions will be considered especially 30% of the average of their last three variable remuneration other remuneration component includes the fixed significant. supplement approved for Ana Botín and José Antonio Álvarez • In any event, if the result of (1/3 x A + 1/3 x B + 1/3 x C) is amounts (in the event of José Antonio Álvarez’s pre- to replace the supplementary benefits from the pension greater than 1, the multiplier will be 1. retirement, it will be his fixed remuneration as a senior 2020 stipulated 2019 The application of malus or clawback clauses for executive executive vice-president). Contributions will be 22% of scheme eliminated in 2018, in addition to the cost for insuring • v) Malus and clawback directors shall be determined by the board of directors, at the pensionable bases in all cases. death or disability until they retire.Board Executive and emoluments directors are proposal of the remuneration committe, and cannot be also covered under the group’s civil liability insurance policy. Deferred amounts (whether or not contingent on multi-year Annual allotment proposed once the retention period for the final payment in Pursuant to remuneration regulations, contributions targets) will be earned if the beneficiariy continues to work Non- Rodrigo Echenique received 1,800committee thousand eurosand as first 3 shares under the plan has elapsed in early 2027. Therefore, calculated on the basis of variable remuneration are subject with the group , and none of the circumstances triggering the payment for his compensation for his two-year non-compete on the remuneration committee’s recommendation and to the discretionaryExec pensionexecuti benefits scheme. Therefore, attendance attendance malus clause arise before each payment, according to the N commitment from the date he stepped down as executive depending on the level of compliance with the conditions for under the policy, malus and clawback clauses can be enforced section on malus and clawback clauses in the remuneration director (30 April 2019). In May 2020 he received the same applying malus clauses, the board determines the specific onDirectors them in placeutive at any givenve timeBoard and duringEC the same AC ASC RC RSRCC RBSCC Total fees fees policy. amount for the payment that was pending in connection with deferred incentive amount to be paid as well as any amount period in which variable remuneration is deferred. this commitment. Similarly, Banco Santander can clawback any paid variable that could be subject to clawback. Furthermore, these contributions must be invested in shares inMs Banco Ana Botín- Santander for five years from the date of the amounts in the scenarios and for the period dictated by the Note 5 to the group’s consolidated financial statements terms and conditions in the said policy. C. Main features of the benefit plans executive director's retirement, or from the date on which executiveSanz de Sautuola directors leave— the group. 76,500 Once 144,500 that period —has — describes — —other 12,750 benefits 233,750 received 55,220by executive 288,970 directors 333,800 in Executive directors participate in the defined contribution detail. Variable remuneration for 2020 can be clawed back until the elapsed, the amount invested in shares will be paid to them pension scheme created in 2012, which covers contingencies ory O’Shea their beneficiaries if some contingency covered by the beginning of 2027. E. Shareholdings due to retirement, disability and death. pension scheme was happened or will be added to the remainder of their cumulative balance until their retirement In 2016, on the remuneration committee’s recommendation, ageMr José when Antonio the total amount will be paid. 3 the board of directors approved a shareholding policy to When the beneficiary’s relationship with Banco Santander or another group entity terminates because of retirement, early retirement or pre-retirement; a dismissal — 76,500 144,500 — — better — align — executive — directors 221,000 with 48,620 shareholders’ 269,620 long-term 312,800 ruled by the courts to be wrongful; unilateral withdrawal for good cause by an employee (which includes the situations set forth in article 10.3 of Royal Decree TheÁlvarez benefit Álvarez plan is outsourced to Santander Seguros y interests. 1382/1985, of 1 August, governing the special relationship of senior management, for the persons subject to these rules); permanent disability or death; Reaseguros, Compañía Aseguradora, S.A. The economic rights mandatory redundancy; or because an employer other than Banco Santander ceases to belong to Santander Group, the right to receive shares and deferred amounts in cash and any amounts of the deferred amounts in cash adjusted for inflation will remain under the same conditions in force as if none of such of the directors previously mentioned belong to them even if According to this policy, in addition to the executive directors’ circumstances had occurred. In the case of death, the right will pass to the beneficiary’s heirs. theyMr Bruce are not active at Banco Santander at the time of their commitment to maintaining a significant holding of shares in In cases of justified temporary leave due to temporary disability, suspension of contract due to maternity or paternity leave, or leave to care for children or a retirement, death or disability.I 326,380Their contracts 144,500 do not —stipula 21,250te 21,250the group —for as long — as 513,380 they have 81,620 their role, 595,000 executive 700,000 relative, there will be no change in the beneficiary’s rights. If the beneficiary goes to another group company (even through international assignment and/or Carnegie-Brown expatriation), these rights will likewise not change. If the relationship terminates by mutual agreement or because the beneficiary obtains a leave not mentioned any severance payment outside the extent of the law for directors active on 1 January 2016 would have five years to above, the terms of the termination or temporary leave agreement will apply. termination of contract or the aforementioned annual demonstrate that their personal assets include shares in None of those circumstances attach the right to receive the deferred amount in advance. If beneficiaries or their heirs maintain the right to receive deferred pay in allowanceMs Homaira for pre-retirement. Banco Santander that amount to twice their nett annual shares and cash and any deferred amounts in cash adjusted for inflation, it will be delivered within the periods and under the terms dictated by the rules for the I 76,500 — 34,000 — salary — on that — 12,750 date. Executive 123,250 directors 79,040 have 202,290 complied with 225,900 plans. Pursuant to the director's remuneration policy approved at None of the above circumstances shall give the right to receive the deferred amount in advance. If the beneficiary or the successors thereof maintain the right to Akbari this policy. receive the deferred remuneration in shares and cash and, where applicable, the amounts arising from the adjustment for inflation of the deferred amounts in cash, the annual general meeting on 23 March 2018, the system it shall be delivered within the periods and under the terms provided in the rules for the plans. contributesMr Francisco 22% of the respective pensionable base. Javier Botín-Sanz 250 de Sautuola y N 76,500 — — — — — — 76,500 44,720 121,220 136,800251 O’SheaA Mr Álvaro Antonio Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 —

Ms Sol Daurella I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 ComadránMr Henrique Manuel Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 Borges Cirne de D MsCastro Gina Díez BarrosoE I 1,973 — — — — — — 1,973 2,080 4,053 — Mr Luis Isasi Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Mr Ramiro Mato García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 GordilloI Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

243 Annual report 2020 Annual report 2020 Contents Contents

Likewise, in addition to the regulatory obligation for executive However, in 2020 Alvaro Cardoso de Souza was paid BRL directors not to sell the shares they receive as remuneration 1,947 thousand (EUR 335 thousand) as non-executive for a year from their award, which is included in the chairman of Banco Santander Brasil, S.A., Homaira Akbari was shareholding policy, and will apply to all cases, this policy has paid USD 190 thousand (EUR 156 thousand) as member of also been updated to include the obligation for executive the board of Santander Consumer USA (SCUSA) and EUR directors not to sell the shares they receive as remuneration 17,200 as member of the Board of PagoNxt), and Henrique for a period of three years from their award date, unless the Manuel Drummond Borges Cirne de Castro and Ramón Martín executiveB. Annual directorallotment already holds Banco Santander shares for Chávez Márquez were each paid the same EUR 17,200 as an amount equivalent to twice his/her fix annual members of the board of PagoNxt. remuneration. Each director received the amounts for serving on the board and its Likewise,committees Luis included Isasi was in paidthe chart EUR 740below thousand for 2019 as and chairman 2020. F. Remuneration of Sergio Rial in Santander Brasil of the board of Santander Spain (amount included in the chart below as "other remuneration" as it is paid by Banco AsSergio a gesture Rial has of receivedresponsibility the following in view of remuneration the situation Increated his role by the Santander,health emergency S.A.) the board of directors agreed on 5 May as CEO of Santander Brasil: 20202020 to reduce their allotments byBRL 20% thousand for the balanceEUR thousand of 2020, withH. effectIndividual from remuneration 1 April 2020, and of directors propose thatfor all amounts items in saved 2020 therebyBase salary be used to finance the initiatives12,645 of Banco Santander2,175 to fightBelow against is athe breakdown covid-19 pandemic.of each director’s short-term salary Other fixed benefits 39 7 (payable immediately) and deferred remuneration not based Pensions 5,041 867 on long-term performance for 2020 and 2019. Note 5 to the group’s consolidated financial statements contains Accordingly,Variable remuneration the applicable amounts in 202030,240 and 2019 were:5,201 disclosures on shares delivered in 2020 under the deferred Total 47,965 8,250 remuneration schemes of previous years where conditions for their delivery were met in the related years. His variable remuneration is subject to the same policy 2020 principles, deferrals, multi year targets linked to the payment ofAmount deferred per directoramounts in euros and malus and clawback principles 1 Apr to 31 Dec 1 Jan to 31 Mar described in B herein, though referred to the subsidiary where 2019 he is the CEO.

G.Members Remuneration of the board of boardof directors members as representatives of 49,500 22,500 90,000 Banco Santander TheMembers executive of the committee executive committee has resolved that the remuneration 93,500 42,500 170,000 received by directors who represent Banco Santander on boards of companies where it owns equity and were appointedMembers of after the audit 18 March committee 2002 will accrue to the group. No 22,000 10,000 40,000 executive director received remuneration for this type of representationMembers of the inappointments 2020 or 2019. committee 13,750 6,250 25,000 Members of the remuneration committee 13,750 6,250 25,000 Members of the risk supervision, regulation and compliance committee 22,000 10,000 40,000 Members of the responsible banking, sustainability and culture committee 8,250 3,750 15,000 Chairman of the audit committee 38,500 17,500 70,000 Chairman of the appointments committee 27,500 12,500 50,000 Chairman of the remuneration committee 27,500 12,500 50,000 Chairman of the risk supervision, regulation and compliance committee 38,500 17,500 70,000 Chairman of the responsible banking, sustainability and culture committee 27,500 12,500 50,000 Lead director 60,500 27,500 110,000 Non-executive vice chairmen 16,500 7,500 30,000

A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to 252 the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time and dedication to perform these roles. However, in line with the board of directors' decision to reduce their allotments and fees with effects from 1 April 2020 explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will be EUR 595,000.

C. Attendance fees Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board and committees meetings (not including the executive committee, for which no fees are set) totalled the amounts included in the chart below for the last two years.

The amounts applied until 31 March 2020 were the same as in 2019. On 5 May 2020, as a gesture of responsibility in view of the situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic.

2020

Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar 2019

Board of directors 2,080 2,600 2,600

Audit committee and risk supervision, regulation and compliance committee 1,360 1,700 1,700

Other committees (excluding executive committee) 1,200 1,500 1,500

242 Responsible Corporate Economic Risk management Annual report 2020 banking governance and financial review and compliance Contents Responsible Corporate Economic Risk management banking governance and financial review and compliance

Likewise, in addition to the regulatory obligation for executive However, in 2020 Alvaro Cardoso de Souza was paid BRL EUR thousand directors not to sell the shares they receive as remuneration 1,947 thousand (EUR 335 thousand) as non-executive 2020 2019 for a year from their award, which is included in the chairman of Banco Santander Brasil, S.A., Homaira Akbari was Bylaw-stipulated shareholding policy, and will apply to all cases, this policy has paid USD 190 thousand (EUR 156 thousand) as member of emoluments Salary and bonus of executive directors also been updated to include the obligation for executive the board of Santander Consumer USA (SCUSA) and EUR Board and Immediate Deferred board Board and payment payment directors not to sell the shares they receive as remuneration 17,200 as member of the Board of PagoNxt), and Henrique committees committee bonus bonus Pension for a period of three years from their award date, unless the Manuel Drummond Borges Cirne de Castro and Ramón Martín annual attendance Fixed (50% in (50% in Contribut Other executive director already holds Banco Santander shares for Chávez Márquez were each paid the same EUR 17,200 as Directors allotment fees Salary shares) shares) Total ion remuneration Total Total Ms Ana Botín-Sanz de Sautuola y an amount equivalent to twice his/her fix annual members of the board of PagoNxt. O’Shea 234 55 3,176 667 400 4,243 1,155 1,131 6,818 9,954 remuneration. Likewise, Luis Isasi was paid EUR 740 thousand as chairman Mr José Antonio Álvarez Álvarez 221 49 2,541 362 217 3,120 864 1,764 6,018 8,270 F. Remuneration of Sergio Rial in Santander Brasil of the board of Santander Spain (amount included in the chart Mr Bruce Carnegie-Brown 513 82 — — — — — — 595 700 below as "other remuneration" as it is paid by Banco Ms Homaira Akbari 123 79 — — — — — — 202 226 Sergio Rial has received the following remuneration In his role Santander, S.A.) Mr Francisco Javier Botín-Sanz de as CEO of Santander Brasil: Sautuola y O’SheaA 77 45 — — — — — — 122 137 Mr Álvaro Antonio Cardoso de 2020 BRL thousand EUR thousand H. Individual remuneration of directors for all items in 2020 B D. BreakdownSouza of bylaw-stipulated emoluments183 60 — — — — — — 243 276 Base salary C 12,645 2,175 Below is a breakdown of each director’s short-term salary Mr Ramón Martín Chávez Márquez 22 15 — — — — — — 37 — Other fixed benefits 39 7 (payable immediately) and deferred remuneration not based Ms Sol Daurella Comadrán 132 82 — — — — — — 214 240 on long-term performance for 2020 and 2019. Note 5 to the Pensions 5,041 867 Mr Henrique Manuel Drummond group’s consolidated financial statements contains D Variable remuneration 30,240 5,201 TotalBorges director Cirne de Castro bylaw-stipulated emoluments132 and attendance 85 — fees received — in 2020 — amounted — to —EUR 4.1 million— (EUR 217 4.9 million 86 E disclosures on shares delivered in 2020 under the deferred Ms Gina Díez Barroso 2 2 — — — — — — 4 — Total 47,965 8,250 remuneration schemes of previous years where conditions for Mr Luis Isasi Fernández de their delivery were met in the related years. inBobadilla 2019).F This is 31% less than the amount160 approved 43 at the —general meeting. — Each — director — earned — the following 740 amounts 943 for — His variable remuneration is subject to the same policy Mr Ramiro Mato García-Ansorena 344 86 — — — — — — 430 500 principles, deferrals, multi year targets linked to the payment Mr Sergio RialG 42 21 — — — — — — 63 — of deferred amounts and malus and clawback principles theseMs Belén items: Romana García 323 94 — — — — — — 417 525 described in B herein, though referred to the subsidiary where H he is the CEO. Mrs Pamela Ann Walkden 148 66 — — — — — — 214 34 Mr Rodrigo Echenique GordilloI 95 60 — — — — — 1,800 1,955 4,874 G. Remuneration of board members as representatives of Mr Ignacio Benjumea Cabeza de J Amount in euros Banco Santander Vaca 130 43 — — — — — 102 275 524 K The executive committee has resolved that the remuneration Mr Guillermo de la Dehesa Romero 80 28 — — — — — — 108 399 Ms Esther Giménez-Salinas i received by directors who represent Banco Santander on L 2020 2019 Colomer 120 71 — — — — — —stipulated 191 228 boards of companies where it owns equity and were M appointed after 18 March 2002 will accrue to the group. No Mr Carlos Fernández González ——————— Board and emoluments— — 214 executive director received remuneration for this type of Total 2020 3,081 1,066 5,717Annual allotment 1,029 617 7,363 2,019 5,537 19,066 — representation in 2020 or 2019. Total 2019 Non- 3,770 1,094 6,317 5,146 3,087 14,550 2,003committee 5,770 and — 27,187 A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 AprilExec 2018.executi attendance attendance C. Director since 27 October 2020. N D. Director since 17 July 2019. E.Directors Director since 22 Decemberutive 2020.ve Board EC AC ASC RC RSRCC RBSCC Total fees fees F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I.SteppedMs Ana Botín- down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K.Sanz Stepped de Sautuola down as director on— 3 April 2020. 76,500 144,500 — — — — 12,750 233,750 55,220 288,970 333,800 L. Stepped down as director on 27 October 2020. M.y O’Shea Stepped down as director on 28 October 2019. The following table provides each executive director’s salary contingent on multi-year targets. It is only paid if they remain active in the group, malus clauses do not apply and set multi-year targets (or their minimum thresholds, with the corresponding deductionMr José Antonio arranged at the end of the year) are achieved. Álvarez Álvarez — 76,500 144,500 — — — — — 221,000 48,620 269,620 312,800 EUR thousand 2020 2019 Mr Bruce I 326,380 144,500 — 21,250 21,250 (50% in shares) — A — 513,380 81,620 595,000(50% in shares) 700,000A Carnegie-BrownMs Ana Botín-Sanz de Sautuola y O’Shea 420 1,642 Mr José Antonio Álvarez Álvarez 228 1,096 B Mr Rodrigo Echenique Gordillo — 504 MsTotal Homaira I 76,500 — 34,000 — — —648 12,750 123,250 79,040 202,290 3,242 225,900 A.Akbari Fair value of the maximum amount receivable over a total of 3 years (2024, 2025 and 2026), which was estimated when the plan was granted, based on several scenarios relating to variables in the plan during the measurement periods. B. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020. Mr Francisco Javier Botín-Sanz 252 de Sautuola y N 76,500 — — — — — — 76,500 44,720 121,220 136,800253 O’SheaA Mr Álvaro Antonio Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 —

Ms Sol Daurella I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 ComadránMr Henrique Manuel Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 Borges Cirne de D MsCastro Gina Díez BarrosoE I 1,973 — — — — — — 1,973 2,080 4,053 — Mr Luis Isasi Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Mr Ramiro Mato García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 GordilloI Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

243 Annual report 2020 Annual report 2020 Contents Contents

I. Ratio of variable to fixed pay components in 2020 J. Comparative analysis of directors' remuneration, company performance and average remuneration of At the April 2020 AGM, shareholders approved a maximum employees ratio of 200% of variable to fixed components in executive directors’ pay. This chart summarises directors’ compensation (short-term The table below shows the ratio of variable components to remuneration, deferred variable remuneration and/or B.fixed Annual components allotment for each executive director’s total pay in deferred variable remuneration linked to multi-year targets) 2020. This ratio decreased by 90 p.p. for Ana Botín and by 66 for executive duties in relation to underlying attributable p.p. for José Antonio Álvarez in respect of 2019 owing to the profit. decrease in their variable pay mentioned in subsection B.iii. Each director received the amounts for serving on the board and its committeesRatio of executive included directors’ in the chart total belowremuneration for 2019 to and 2020. Variable Components / underlying attributable profit Executive directors fixed components (%) AsMs a Ana gesture Botín-Sanz of responsibility de Sautuola yin O’Shea view of the situation created 40 by % the health emergency the board of directors agreed on 5 May Mr José Antonio Álvarez Álvarez 24 % 2020Mr Sergio to reduce Rial their allotments by 20% for the balance of 1672020, % with effect from 1 April 2020, and propose that amounts saved

Forthereby these be purposes: used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic. • Variable components include all items of this nature, such Accordingly,as any contributions the applicable to the amounts pension in scheme 2020 and calculated 2019 were: on directors’ variable pay. • Fixed components consist of the other items each director receives for executive duties, including contributions to 2020 pension schemes calculated on the basis of fixed remuneration and other benefits, as well as all bylaw- Amountstipulated per director emoluments in euros that the director is entitled to 1 Apr to 31 Dec 1 Jan to 31 Mar receive in his or her capacity as such. 2019 Members of the board of directors 49,500 22,500 90,000 The following chart shows the comparative analysis between the directors' remuneration, the company performance (underlying profitMembers attributable of the executive to the committee Group, Ordinary ROTE) and the average remuneration of Santander93,500 employees42,500 in the last 5 years:170,000

Directors' remuneration1 2020 2019 2018 2017 2016 •Members Executive of Directors the audit committee 22,000 10,000 40,000 Ms Ana Botín-Sanz de Sautuola y O’Shea 6,818 9,954 10,483 10,582 9,800 MrMembers José Antonio of the appointmentsÁlvarez Álvarez committee 6,018 13,7508,270 8,645 6,250 8,893 25,0008,255 Mr Sergio RialA 63 — — — — 2 •Members Non-Executive of the remuneration Directors committee 13,750 6,250 25,000 Mr Bruce Carnegie-Brown 595 700 732 731 721 MrMembers Francisco of the Javier risk Botín-Sanz supervision, de regulation Sautuola y and O’Shea complianceB committee 122 22,000137 121 10,000 124 40,000115 Ms Sol Daurella Comadrán 214 240 215 207 191 Ms Belén Romana GarcíaC 417 525 414 297 219 MsMembers Homaira of theAkbari responsibleD banking, sustainability and culture committee 202 8,250226 199 3,750 159 15,00032 Mr Ramiro Mato García-AnsorenaE 430 500 450 36 — MrChairman Álvaro ofCardoso the audit de SouzacommitteeF 243 38,500276 148 17,500 — 70,000— Mr Henrique Manuel Drummond Borges Cirne de CastroG 217 86 — — — MrsChairman Pamela of Annthe appointmentsWalkdenH committee 214 27,50034 — 12,500 — 50,000— Mr Luis Isasi Fernández de BobadillaI 943 — — — — MrChairman Ramón of Martín the remuneration Chávez Márquez committeeJ 37 27,500— — 12,500 — 50,000— Ms Gina Díez BarrosoK 4 — — — — Company’sChairman of performance the risk supervision, regulation and compliance committee 38,500 17,500 70,000 Underlying profit attributable to the Group 5.081 8.252 8.064 7.516 6.621 Ordinary RoTE 7,44% 11,79% 12,08% 11,82% 11,08% Employees'Chairman of averagethe responsible remuneration banking, sustainability and culture committee 43.867 27,50043.262 41.52212,50040.519 50,000n.a.

1. Deferred variable remuneration linked to long-term objectives not included. 2. Non-executive directors' remuneration fluctuations are caused by joining or leaving the Board of Directors and the difference in the amount of meetings they assist during the year. Hence there is no correlation between their remuneration and the company performance. A. Executive director since 30 May 2020.Lead B. director All amounts received were reimbursed to Fundación Botín. C. Director since 22 December 2015. D. Director since 27 September60,500 2016. E. Director since27,500 28 November 2017. F. 110,000Director since 23 March 2018. G. Director since 17 July 2019. H. Director since 29 Octobre 2019. I. Director since 19 May 2020. J. Director since 27 October 2020. K.Director since 22 December 2020. Non-executive vice chairmen 16,500 7,500 30,000

A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to 254 the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time and dedication to perform these roles. However, in line with the board of directors' decision to reduce their allotments and fees with effects from 1 April 2020 explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will be EUR 595,000.

C. Attendance fees Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board and committees meetings (not including the executive committee, for which no fees are set) totalled the amounts included in the chart below for the last two years.

The amounts applied until 31 March 2020 were the same as in 2019. On 5 May 2020, as a gesture of responsibility in view of the situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic.

2020

Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar 2019

Board of directors 2,080 2,600 2,600

Audit committee and risk supervision, regulation and compliance committee 1,360 1,700 1,700

Other committees (excluding executive committee) 1,200 1,500 1,500

242 Responsible Corporate Economic Risk management Annual report 2020 banking governance and financial review and compliance Contents Responsible Corporate Economic Risk management banking governance and financial review and compliance

I. Ratio of variable to fixed pay components in 2020 J. Comparative analysis of directors' remuneration, J. Summary of link between risk, performance and remuneration company performance and average remuneration of At the April 2020 AGM, shareholders approved a maximum Banco Santander's remuneration policy and its application in 2020 have promoted sound and effective risk management while employees ratio of 200% of variable to fixed components in executive the fulfilment of business objectives. directors’ pay. This chart summarises directors’ compensation (short-term The key elements of the remuneration policy for executive directors making alignment between risk, performance and reward in remuneration, deferred variable remuneration and/or The table below shows the ratio of variable components to 2020 were as follows: fixed components for each executive director’s total pay in deferred variable remuneration linked to multi-year targets) for executive duties in relation to underlying attributable 2020. This ratio decreased by 90 p.p. for Ana Botín and by 66 Key words Aspect aligning risk, performance and remuneration p.p. for José Antonio Álvarez in respect of 2019 owing to the profit. The balance of quantitative metrics and qualitative assessments, including customer, risk, capital and decrease in their variable pay mentioned in subsection B.iii. Metrics balance profitability in relation to risk, used to determine the executive directors’ variable remuneration. Ratio of executive directors’ total remuneration to Variable Components / underlying attributable profit The adjustment to variable remuneration if certain financial thresholds are not reached, which may limit the Executive directors fixed components (%) Financial thresholds variable remuneration to 50% of the previous year's amount or lead to it not being awarded at all. Ms Ana Botín-Sanz de Sautuola y O’Shea 40 % The long-term objectives linked to the last three portions of the deferred variable remuneration. These Mr José Antonio Álvarez Álvarez 24 % Long-term objectives objectives are directly associated with return to shareholders relative to a peer group, earnings per share and maintaining a sound capital base. Mr Sergio Rial 167 % The discretion of the board to consider the performance of each executive director in the award of their D. BreakdownIndividual performance of bylaw-stipulatedindividual emoluments variable remuneration. For these purposes: Variable remuneration cap 200% of fixed remuneration. • Variable components include all items of this nature, such The work undertaken by the human resources committee aided by senior managers Control functions Control functions involvement leading control functions in relation to the analysis of quantitative metrics information and undertaking as any contributions to the pension scheme calculated on Total director bylaw-stipulated emolumentsqualitative analysis. and attendance fees received in 2020 amounted to EUR 4.1 million (EUR 4.9 million directors’ variable pay. Malus can be applied to unvested deferred pay and clawback can be applied to vested or paid compensation Malus and clawback under the conditions dictated by the group’s remuneration policy. • Fixed components consist of the other items each director receives for executive duties, including contributions to inPayment 2019). inThis shares is 31% less than theAt amountleast 50% approved of variable at paythe isgeneral in shares meeting. withheld Each for a director period of earned time upon the delivery.following amounts for pension schemes calculated on the basis of fixed remuneration and other benefits, as well as all bylaw- stipulated emoluments that the director is entitled to these items: receive in his or her capacity as such. 6.4 Directors' remuneration policy for Directors’Amount remuneration in euros for 2021 The following chart shows the comparative analysis between the directors' remuneration, the company performance (underlying 2021, 2022 and 2023 submitted to a A. Directors remuneration in their capacity as such profit attributable to the Group, Ordinary ROTE) and the average remuneration of Santander employees in the last 5 years: binding shareholder vote In 2021, directors, in their capacity as such, will receive remuneration2020 for supervisory and collective decision-making2019 1 stipulated Directors' remuneration 2020 2019 2018 2017 2016 Remuneration policy principles and remuneration system duties for a total of up to 6 million euros as authorised by the • Executive Directors shareholders at the April 2020 AGMBoard (whichand emoluments will again be put Ms Ana Botín-Sanz de Sautuola y O’Shea 6,818 9,954 10,483 10,582 9,800 A. Directors’ remuneration in their capacity as such Annual allotmentto a vote at the 2021 AGM). It consists of: Mr José Antonio Álvarez Álvarez 6,018 8,270 8,645 8,893 8,255 Non- committee and Director’s remuneration is regulated by article 58 of the • annual allocation; and Mr Sergio RialA 63 — — — — Banco Santander’sExec bylawsexecuti and article 33 of the Rules and attendance attendance 2 • Non-Executive Directors regulations of the board of directors. NFor 2021, 2022 and • attendance fees. 2023, no changes to the principles and composition of Mr Bruce Carnegie-Brown 595 700 732 731 721 Directors utive ve Board EC AC ASC RC RSRCC RBSCC Total fees fees directors’ remuneration for supervisory and collective The amounts agreed for 2021 are the same as those initially Mr Francisco Javier Botín-Sanz de Sautuola y O’SheaB 122 137 121 124 115 decision-making duties are planned with respect of those in established for 2020 disclosed in section 6.2.B and C above, Ms Sol Daurella Comadrán 214 240 215 207 191 2020. They are described in sections 6.1 and 6.2. with the exception of the IT and innovation committee, whose C Ms Ana Botín- Ms Belén Romana García 417 525 414 297 219 members will receive an annual allotment of EUR 25,000, Ms Homaira AkbariD 202 226 199 159 32 B.Sanz Executive de Sautuola directors' remuneration— 76,500 144,500 — — with — an additional — 12,750 EUR 233,750 70,000 in the 55,220 case of 288,970 its chairman, 333,800 and Mr Ramiro Mato García-AnsorenaE 430 500 450 36 — Executive directors are entitled to be paid the remuneration the same attendance fees as other committees (with the F (e.g.,y O’Shea salaries, incentives, bonuses, severance payments for exception of the executive committee, the audit committee Mr Álvaro Cardoso de Souza 243 276 148 — — G early termination from such duties, and amounts to be paid and the risk supervision, regulation and compliance Mr Henrique Manuel Drummond Borges Cirne de Castro 217 86 — — — by Banco Santander for insurance premiums or contributions committee). H Mrs Pamela Ann Walkden 214 34 — — — toMr savings José Antonio schemes) deemed appropriate for performing Mr Luis Isasi Fernández de BobadillaI 943 — — — — executive functions following— a proposal 76,500 144,500 from the — — The — specific — amounts — and 221,000 the form 48,620 of payment 269,620 are 312,800 Mr Ramón Martín Chávez MárquezJ 37 — — — — remunerationsÁlvarez Álvarez committee and by resolution of the board of determined by the board of directors in the manner described K in section 6.2 above, based on the objective circumstances of Ms Gina Díez Barroso 4 — — — — directors, subject to the limits set by law. For 2021, 2022 and 2023, no changes to the principles of executive directors’ each director. Company’s performance remunerationMr Bruce for executive duties are planned. They are Underlying profit attributable to the Group 5.081 8.252 8.064 7.516 6.621 described in sections 6.1 Iand 6.3. 326,380 144,500 — 21,250 21,250As per the —description — of 513,380 the director 81,620 remuneration 595,000 system, 700,000 Ordinary RoTE 7,44% 11,79% 12,08% 11,82% 11,08% Carnegie-Brown Banco Santander will pay the premium for the civil liability insurance of its directors in 2021, which it took out under Employees' average remuneration 43.867 43.262 41.522 40.519 n.a. Every year, Banco Santander conducts a comparative analysis of total compensation for executive directors and other senior customary market terms and proportionally to the 1. Deferred variable remuneration linked to long-term objectives not included. 2. Non-executive directors' remuneration fluctuations are caused by joining or leaving the Board of Directors and executives.Ms Homaira For 2021, the analysis will consist of a 'peer circumstances of Banco Santander. the difference in the amount of meetings they assist during the year. Hence there is no correlation between their remuneration and the company performance. A. Executive director since 30 May I 76,500 — 34,000 — — — 12,750 123,250 79,040 202,290 225,900 2020. B. All amounts received were reimbursed to Fundación Botín. C. Director since 22 December 2015. D. Director since 27 September 2016. E. Director since 28 November 2017. F. Director group'Akbari made up by BBVA, BNP Paribas, Citi, Crédit Agricole, since 23 March 2018. G. Director since 17 July 2019. H. Director since 29 Octobre 2019. I. Director since 19 May 2020. J. Director since 27 October 2020. K.Director since 22 December 2020. HSBC, ING, Itaú, Scotia Bank and Unicredit. Mr Francisco Javier Botín-Sanz 254 de Sautuola y N 76,500 — — — — — — 76,500 44,720 121,220 136,800255 O’SheaA Mr Álvaro Antonio Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 —

Ms Sol Daurella I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 ComadránMr Henrique Manuel Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 Borges Cirne de D MsCastro Gina Díez BarrosoE I 1,973 — — — — — — 1,973 2,080 4,053 — Mr Luis Isasi Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Mr Ramiro Mato García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 GordilloI Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

243 Annual report 2020 Annual report 2020 Contents Contents

B. Executive directors' remuneration for the performance of no malus clauses described under section 6.3 B vi) are executive duties triggered. i) Fixed remuneration components • The amount deferred over the next three years (36% of the total) will be paid in 2025, 2026 and 2027, on the A) Gross annual salary condition that no malus clauses are triggered and long- On the remuneration committee’s recommendation, the term targets –described in section D) Deferred incentive boardB. Annual resolved allotment that Ana Botín and José Antonio Álvarez’s subject to long-term performance objectives– are met. gross annual salaries would be the same for 2021 as in 2020. Their gross annual salary amounts could increase owing to The Group can claw back incentives already paid in the cases adjustmentsEach director made received to the the fixed amounts remuneration for serving mix on basedthe board on and its andcommittees during the included term set in theout chartin its malusbelow andfor 2019 clawback and 2020. policy, standards approved by the remuneration committee, as long described under section 6.3 B vi). as it will not increase the group’s costs. As a gesture of responsibility in view of the situation created by the Exceptionally,health emergency when the a newboard executive of directors director agreed joins on Banco 5 May As regional head for South America, Sergio Rial will receive, Santander, his/her variable pay may include a sign-on bonus subject2020 to to reduce the approval their allotments of the 2021 by 20%AGM, for a gross the balance annual of 2020, withand/or effect buyouts. from 1 April 2020, and propose that amounts saved salary amount of EUR 750 thousand. thereby be used to finance the initiatives of Banco Santander to fightVariable against components the covid-19 in pandemic. executive directors’ total B) Other fixed remuneration components remuneration for 2021 cannot exceed the limit of 200% of fixed components, submitted for approval to the 2021 AGM. • Benefit systems: defined contribution schemes as set out in However, under EU regulations on remuneration, certain Accordingly,section 'Pre-retirement the applicable and amounts benefit in schemes'. 2020 and 2019 were: variable components can excluded. • Supplement to fixed salary: Ana Botín will receive EUR A. Variable remuneration benchmark 525,000 and José Antonio Álvarez, EUR 710,000 as a 2020 supplement to their fixed pay in 2021. This had been Variable remuneration for executive directors in 2021 will be approved in 2018 when the supplementary death and set based on a standard benchmark contingent upon the full Amountdisability per director pension in eurosschemes were eliminated. achievement1 Apr of to set 31 Dectargets. The 1 Jan board to 31 Marof directors may revise the variable pay benchmark on the remuneration committee’s2019 • Social welfare benefits: executive directors will also receive recommendation and following market and internal Memberssocial welfare of the board benefits of directors such as life insurance premiums, contribution criteria.49,500 22,500 90,000 medical insurance and the allocation of remuneration to employee loans, in accordance with Banco Santander’s B. Setting of final variable remuneration based on yearly Membersgeneral of policy the executive for senior committee management, and in the same results 93,500 42,500 170,000 terms as the rest of employees. Additional information can Based on that standard benchmark, 2021 variable be found under the 'Pre-retirement and benefit plans' remuneration for executive directors will be based on the Memberssection. of the audit committee corporate bonus22,000 pool, and set according10,000 to: 40,000 ii)Members Variable of remuneration the appointments components committee • A set of short-term13,750 quantitative metrics6,250 measured against25,000 The board approved the policy on executive directors’ variable annual objectives. remuneration for 2021 on the remuneration committee recommendation,Members of the remuneration based on thecommittee remuneration policy • A qualitative assessment13,750 that cannot6,250 raise or lower the25,000 principles described under section 6.3. quantitative result by more than 25%.

InMembers the case of of the Sergio risk supervision, Rial, although regulation it is not and expected compliance that committee he • An exceptional22,000 adjustment that must10,000 be supported by40,000 duly will receive any variable remuneration from Banco Santander, substantiated evidence and may involve changes owing to S.A.Members in 2021, of the the responsible same principles banking, apply sustainability to his variable and culture committee control and/or risk8,250 defficiencies, negative3,750 assessments15,000 from remuneration in Santander Brasil, though referred to the supervisors or unexpected material events. metrics and targets for the region and country where he In an effort to further simplify the executive compensation carries out his executive duties. Chairman of the audit committee framework, upon38,500 recommendation 17,500from the remuneration70,000 Executive directors’ variable remuneration consists of a single committee, the board of directors has approved a incentiveChairman scheme,of the appointments linked to the committee achievement of short-and simplification of27,500 the metrics based on12,500 yearly results, which50,000 long-term objectives. It is structured as follows: number has been reduced from the seven metrics used in 2020 and previous years to four. •Chairman The final of amount the remuneration of variable committee remuneration will be set at the 27,500 12,500 50,000 start of the following year (2022) based on the benchmark Chairmanamount ofand the subject risk supervision, to compliance regulation with and the compliance annual committee 38,500 17,500 70,000 objectives described under section B) below. •Chairman 40% of theof the incentive responsible will banking, be paid sustainability immediately and once culture the finalcommittee 27,500 12,500 50,000 amount has been set, and 60% will be deferred in equal parts paid out over five years and subject to long-term Leadmetrics: director 60,500 27,500 110,000

• The amount deferred over the first two years (24% of the Non-executivetotal) will bevice paid chairmen in 2023 and 2024 on the condition that 16,500 7,500 30,000

A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to 256 the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time and dedication to perform these roles. However, in line with the board of directors' decision to reduce their allotments and fees with effects from 1 April 2020 explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will be EUR 595,000.

C. Attendance fees Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board and committees meetings (not including the executive committee, for which no fees are set) totalled the amounts included in the chart below for the last two years.

The amounts applied until 31 March 2020 were the same as in 2019. On 5 May 2020, as a gesture of responsibility in view of the situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic.

2020

Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar 2019

Board of directors 2,080 2,600 2,600

Audit committee and risk supervision, regulation and compliance committee 1,360 1,700 1,700

Other committees (excluding executive committee) 1,200 1,500 1,500

242 Responsible Corporate Economic Risk management Annual report 2020 banking governance and financial review and compliance Contents Responsible Corporate Economic Risk management banking governance and financial review and compliance

B. Executive directors' remuneration for the performance of no malus clauses described under section 6.3 B vi) are The scorecard below provides the detailed quantitative The final three payments will also be subject to long-term executive duties triggered. metrics, qualitative assessment factors and weightings: objectives described in section D) below. i) Fixed remuneration components • The amount deferred over the next three years (36% of Category and Quantitative The portion paid in shares cannot be sold until one year has the total) will be paid in 2025, 2026 and 2027, on the weighting metrics Qualitative assessment elapsed since they were delivered. A) Gross annual salary condition that no malus clauses are triggered and long- Accomplishment of objectives Customers A D) Deferred variable pay subject to long-term objectives On the remuneration committee’s recommendation, the term targets –described in section D) Deferred incentive (20%) NPS in the rules on risk conduct board resolved that Ana Botín and José Antonio Álvarez’s subject to long-term performance objectives– are met. with customers. As indicated above, the amounts deferred in 2025, 2026 and gross annual salaries would be the same for 2021 as in 2020. Appropriate management of 2027 will be paid on the condition that the group achieves its Their gross annual salary amounts could increase owing to The Group can claw back incentives already paid in the cases risk appetite and excesses long-term targets for 2021-2023, in addition to the terms adjustments made to the fixed remuneration mix based on and during the term set out in its malus and clawback policy, Risks - Cost of recognised. described in section E). standards approved by the remuneration committee, as long described under section 6.3 B vi). Credit Ratio (10%) Adequate management of The long term metrics and related targets are: as it will not increase the group’s costs. operational risk. Exceptionally, when a new executive director joins Banco a. Banco Santander’s consolidated underlying EPS growth Santander, his/her variable pay may include a sign-on bonus Capital - Capital As regional head for South America, Sergio Rial will receive, target in 2023 vs 2020. The EPS ratio for this target is and/or buyouts. Ratio (CET1)(20%) Efficient capital management subject to the approval of the 2021 AGM, a gross annual B obtained as follows: salary amount of EUR 750 thousand. D. Breakdown of bylaw-stipulated emoluments Variable components in executive directors’ total EPS growth in 2023 B) Other fixed remuneration components remuneration for 2021 cannot exceed the limit of 200% of Suitable business growth in Shareholders respect of the previous year, fixed components, submitted for approval to the 2021 AGM. (% vs. 2020) ‘EPS Ratio' • Benefit systems: defined contribution schemes as set out in (80%) considering the market and However, under EU regulations on remuneration, certain section 'Pre-retirement and benefit schemes'. Total director bylaw-stipulated emolumentscompetitors. and attendance fees received≥ 125% in 2020 amounted to EUR1.5 4.1 million (EUR 4.9 million variable components can excluded. A Sustainable and robust ≥ 100% but < 125% 1 – 1.5 • Supplement to fixed salary: Ana Botín will receive EUR earnings. A A. Variable remuneration benchmark Return - RoTE: ≥ 70% but < 100% 0 - 1 525,000 and José Antonio Álvarez, EUR 710,000 as a return on tangible in 2019). This is equity31% lessB than theProgress amount against approved the 11at publicthe general meeting.< 70% Each director earned the0 following amounts for supplement to their fixed pay in 2021. This had been Variable remuneration for executive directors in 2021 will be (50%) commitments for responsible approved in 2018 when the supplementary death and set based on a standard benchmark contingent upon the full banking included in the A. Straight-line increase in the EPS ratio based on the underlying EPS growth responsible banking report. disability pension schemes were eliminated. achievement of set targets. The board of directors may revise these items: rate in 2023 in respect of 2020 within this bracket of the scale. the variable pay benchmark on the remuneration committee’s Efficient cost management • Social welfare benefits: executive directors will also receive recommendation and following market and internal and achievement of efficiency goals. social welfare benefits such as life insurance premiums, contribution criteria. To verify compliance with this objective, the board, following medical insurance and the allocation of remuneration to a proposal from the remuneration committee, may adjust it A. Net promoter score. to removeAmount the in euros effects of any regulatory change to its employee loans, in accordance with Banco Santander’s B. Setting of final variable remuneration based on yearly B. For this purpose, these metrics may be adjusted upwards or downwards by calculation rules or any extraordinary circumstances (such as general policy for senior management, and in the same results the board,following a proposal from the remuneration committee, when impairments, corporate transactions or restructuring terms as the rest of employees. Additional information can Based on that standard benchmark, 2021 variable inorganic transactions, material changes to the Group’s composition or size 2020 2019 or other extraordinary circumstances (such as impairments, legal changes or procedures) that have occurred which affectstipulated the suitability of be found under the 'Pre-retirement and benefit plans' remuneration for executive directors will be based on the restructuring procedures) have occurred which affect the suitability of the the metric and achievement scale established in each case section. corporate bonus pool, and set according to: metric and achievement scale established in each case and resulting in an impact not related to the performance of the executive directors and and resulting in an impact not relatedBoard and to theemoluments performance of Annual allotmentthe executive directors and executives being evaluated. ii) Variable remuneration components • A set of short-term quantitative metrics measured against executives being evaluated.Non- committee and The board approved the policy on executive directors’ variable annual objectives. (b)Relative performance of Banco Santander's total remuneration for 2021 on the remuneration committee Lastly, as additionalExec conditionsexecuti for determining the incentive, shareholder return (TSR) in attendance2021-2023 attendance in respect of the • A qualitative assessment that cannot raise or lower the N recommendation, based on the remuneration policy the following circumstances must be confirmed to set weighted TSR of a peer group comprising 9 credit quantitative result by more than 25%. principles described under section 6.3. variableDirectors pay: utive ve Board EC AC ASC RCinstitutions, RSRCC RBSCC with the appropriateTotal feesTSR ratio basedfees on the • An exceptional adjustment that must be supported by duly group’s TSR among its peers. In the case of Sergio Rial, although it is not expected that he • If the group’s ONP for 2021 were 50% less than in 2020, substantiated evidence and may involve changes owing to will receive any variable remuneration from Banco Santander, Msvariable Ana Botín- pay would in no case exceed 50% of the benchmark control and/or risk defficiencies, negative assessments from Ranking of Santander TSR 'TRS Ratio' S.A. in 2021, the same principles apply to his variable incentive for 2021. th Above the 66 percentile 1 remuneration in Santander Brasil, though referred to the supervisors or unexpected material events. Sanz de Sautuola — 76,500 144,500 — — — — 12,750 233,750 55,220 288,970 333,800 rd A metrics and targets for the region and country where he • If the group’s ONP were negative, the incentive would be Between the 33 and 66th percentile 0 – 1 In an effort to further simplify the executive compensation (both inclusive) carries out his executive duties. y zero.O’Shea framework, upon recommendation from the remuneration Below the 33rd percentile 0 Executive directors’ variable remuneration consists of a single committee, the board of directors has approved a When setting individual bonuses, the board will also consider simplification of the metrics based on yearly results, which A. Increase in the TSR ratio proportional to the number of positions moved up in incentive scheme, linked to the achievement of short-and restrictionsMr José Antonio to the dividend policy imposed by supervisors. the ranking. long-term objectives. It is structured as follows: number has been reduced from the seven metrics used in — 76,500 144,500 — — — — — 221,000 48,620 269,620 312,800 2020 and previous years to four. C)Álvarez Forms Álvarez of payment of the incentive TSR measures the return on shareholders’ investment. It is • The final amount of variable remuneration will be set at the Variable remuneration is 50% in cash and 50% in shares. One the sum of the change in share price plus dividends and other start of the following year (2022) based on the benchmark portion is paid in 2022 and the other is deferred for five years similar items (including the Santander Scrip Dividend amount and subject to compliance with the annual andMr Bruce subject to long-term metrics: programme) shareholders can receive during the period. objectives described under section B) below. I 326,380 144,500 — 21,250 21,250The peer group — comprises — 513,380 the following 81,620 entities: 595,000 BBVA, 700,000 BNP a)Carnegie-Brown 40% of variable pay is paid in 2022, net of tax, with half in Paribas, Citi, Credit Agricole, HSBC, ING, Itaú, Scotiabank and • 40% of the incentive will be paid immediately once the final cash and half in shares. Unicredit. amount has been set, and 60% will be deferred in equal parts paid out over five years and subject to long-term b)Ms 60%Homaira paid, if applicable, in five equal parts in 2023, 2024, metrics: 2025, 2026 and 2027,I net of 76,500tax, with half — in cash 34,000 and half — — — 12,750 123,250 79,040 202,290 225,900 Akbariin shares, under the conditions stipulated in section D). • The amount deferred over the first two years (24% of the total) will be paid in 2023 and 2024 on the condition that Mr Francisco Javier Botín-Sanz 256 de Sautuola y N 76,500 — — — — — — 76,500 44,720 121,220 136,800257 O’SheaA Mr Álvaro Antonio Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 —

Ms Sol Daurella I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 ComadránMr Henrique Manuel Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 Borges Cirne de D MsCastro Gina Díez BarrosoE I 1,973 — — — — — — 1,973 2,080 4,053 — Mr Luis Isasi Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Mr Ramiro Mato García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 GordilloI Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

243 Annual report 2020 Annual report 2020 Contents Contents

(c) Compliance with the Santander Group’s consolidated fully Hedging Santander shares received during the retention and loaded target common equity tier 1 ratio (CET1) for 2023. deferral periods is expressly prohibited. The CET1 ratio relating to this target is obtained as described below: The effect of inflation on the deferred amounts in cash may be offset.

CET1 in 2023 CET1 ratio Selling shares is also prohibited for at least one year since they are received. B. ≥Annual 12% allotment 1 A ≥ 11% pero < 12% 0 – 1 The remuneration committee may propose to the board Each< 11% director received the amounts0 for serving on the board and its adjustmentscommittees included in variable in remunerationthe chart below under for 2019 exceptional and 2020. circumstances owing to internal or external factors, such as A. Linear increase in the CET1 ratio based on the CET1 ratio for 2022 within requirements, orders or recommendations issued by this range of the scale. As a gesture of responsibility in view of the situation created by the regulatoryhealth emergency or supervisory the board bodies. of directors Such adjustments agreed on 5will May be described in detail in the report on the remuneration 2020To verify to reduce compliance their allotmentswith this objective, by 20% forthe the CET1 balance ratio of 2020, withcommittee effect from and 1 theApril annual 2020, report and propose on directors’ that amounts remuneration saved deriving from share capital increases (other than those put to a non-binding vote at the annual general meeting. therebyimplemented be used under to finance the Santander the initiatives Dividendo of Banco Elección Santander scrip to fight against the covid-19 pandemic. dividend scheme) will be disregarded. Moreover, the CET1 iv. Shareholdings ratio at 31 December 2023 may be adjusted by the board, As described in section 6.3.E, in addition to the regulatory Accordingly,following a proposal the applicable of the amountsremuneration in 2020 committee, and 2019 to were: obligation not to sell shares they receive as remuneration for remove the effects of any regulatory change to its calculation a year since from their award date, in order to comply with rules or any extraordinary circumstance (such as recommendation 62 of the Spanish Corporate Governance impairments, corporate transactions or restructuring Code, the policy on shareholdings2020 has been updated to procedures) not related to the performance of the executive include the obligation for executive directors not to sell the directors and executives being evaluated, that may arise in shares they receive as variable remuneration for a period of relationAmount perto itsdirector calculation in euros until such date. three years1 Apr from to 31 their Dec award 1date, Jan to unless 31 Mar the executive director already holds Banco Santander shares for an amount2019 The following formula will be used to set the annual amount equivalent to twice his/her annual salary. of performance-based deferred variable remuneration in 2025,Members 2026 of theand board 2027 of ('Final directors annuity'), without prejudice to v. Principle of equal49,500 pay 22,500 90,000 any adjustment deriving from the application of the malus policyMembers (see of section the executive 6.3 B committeevi): Executive directors,93,500 as well as any other42,500 Santander employee,170,000 Final annuity = Amt. x (1/3 x A + 1/3 x B + 1/3 x C) are subject to the principle of equal pay included in Santander Group's Remuneration Policy, which does not allow for any where: Members of the audit committee kind of discrimination,22,000 and fosters for10,000 remuneration 40,000 • 'Amt.' is one third of variable remuneration deferred management to assure equal pay for men and women. Membersconditional of the on appointments performance committee (i.e. Amt. will be 12% of the 13,750 6,250 25,000 total incentive set in early 2022). Directors’ remuneration for 2022 and 2023 •Members 'A' is the of EPS the remunerationratio according committee to the scale in the table above, A. Directors’ remuneration13,750 6,250 25,000 based on EPS growth in 2023 vs 2020. For 2022 and 2023, no changes to directors’ remuneration are planned in respect of the remuneration described for 2021, •Members 'B' is the of TSR the riskratio supervision, according regulation to the scale and in compliance the table committee above, although shareholders22,000 at the 2022 or10,000 2023 annual general40,000 according to the relative performance of Banco Santander’s meeting could approve an amount higher than the six million TSR within its peer group in 2021-2023. euros currently in force, or the board could approve an Members of the responsible banking, sustainability and culture committee alternative allocation8,250 of that amount3,750 to directors. 15,000 • 'C' is the CET1 ratio according to compliance with the CET1 Chairmantarget for of the2023 audit described committee in section (c) above. B. Directors' remuneration38,500 for the performance17,500 of executive70,000 duties • In any event, if the result of (1/3 x A + 1/3 x B + 1/3 x C) is Executive directors’ remuneration will conform to principles greater than 1, the multiplier will be 1. Chairman of the appointments committee similar to those 27,500applied in 2021, with12,500 the following changes.50,000 The estimated maximum amount to be delivered in shares to i. Fixed components of remuneration executiveChairman ofdirectors the remuneration is 11.5 million committee euros. 27,500 12,500 50,000 A. Gross annual salary E) Other terms of the incentive Executive directors’ annual gross fixed pay may be adjusted DirectorsChairman willof the be risk paid supervision, deferred regulation amounts and(including compliance those committee 38,500 17,500 70,000 each year based on the criteria approved by the remuneration linked to long-term targets) if they remain in the group and committee at any given time. For 2022 and 2023, it may not none of the circumstances triggering malus clauses arise (as increase above 5% of their annual gross salary in the previous perChairman the malus of the and responsible clawback banking, section sustainability in the group’s and culture committee 27,500 12,500 50,000 remuneration policy) under terms similar to those indicated year. It could also increase owing to adjustments made to the forLead 2020. director Furthermore, the group can claw back paid fixed remuneration60,500 mix based on standards27,500 approved 110,000by the incentives under the scenarios, period and terms and remuneration committee, as long as it will not increase the conditions set out in the remuneration policy. Group’s costs. Non-executive vice chairmen 16,500 7,500 30,000

A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to 258 the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time and dedication to perform these roles. However, in line with the board of directors' decision to reduce their allotments and fees with effects from 1 April 2020 explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will be EUR 595,000.

C. Attendance fees Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board and committees meetings (not including the executive committee, for which no fees are set) totalled the amounts included in the chart below for the last two years.

The amounts applied until 31 March 2020 were the same as in 2019. On 5 May 2020, as a gesture of responsibility in view of the situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic.

2020

Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar 2019

Board of directors 2,080 2,600 2,600

Audit committee and risk supervision, regulation and compliance committee 1,360 1,700 1,700

Other committees (excluding executive committee) 1,200 1,500 1,500

242 Responsible Corporate Economic Risk management Annual report 2020 banking governance and financial review and compliance Contents Responsible Corporate Economic Risk management banking governance and financial review and compliance

(c) Compliance with the Santander Group’s consolidated fully Hedging Santander shares received during the retention and The 5% increase mentioned above may be higher for one or • If ONP does not reach a certain compliance threshold, the loaded target common equity tier 1 ratio (CET1) for 2023. deferral periods is expressly prohibited. several directors provided that, when applying the rules or incentive cannot exceed 50% of the year’s incentive The CET1 ratio relating to this target is obtained as requirements or supervisory recommendations that may be benchmark. described below: The effect of inflation on the deferred amounts in cash may applicable, and if so proposed by the remuneration be offset. committee, it is appropriate to adjust their remuneration mix • If the group’s ONP were negative, the incentive would be and, in particular, their variable remuneration, in view of the zero. CET1 in 2023 CET1 ratio Selling shares is also prohibited for at least one year since functions they perform they are received. ≥ 12% 1 • When setting individual variable pay, the board will also A consider restrictions to the dividend policy imposed by ≥ 11% pero < 12% 0 – 1 This should not increase executive directors’ total The remuneration committee may propose to the board supervisors. < 11% 0 remuneration. Otherwise, it must be disclosed in the report adjustments in variable remuneration under exceptional on the remuneration committee and the annual report on circumstances owing to internal or external factors, such as director's remuneration put to a non-binding vote at annual B. Forms of payment of the incentive A. Linear increase in the CET1 ratio based on the CET1 ratio for 2022 within requirements, orders or recommendations issued by this range of the scale. general meeting. No changes to pay forms are planned in respect of the terms regulatory or supervisory bodies. Such adjustments will be in place for 2021. described in detail in the report on the remuneration B) Other fixed remuneration components To verify compliance with this objective, the CET1 ratio committee and the annual report on directors’ remuneration No changes planned in respect of the terms for 2021. C. Deferred variable remuneration subject to long-term deriving from share capital increases (other than those put to a non-binding vote at the annual general meeting. D. Breakdown of bylaw-stipulated emoluments objectives implemented under the Santander Dividendo Elección scrip ii) Variable remuneration components The last three annual payments of each deferred variable iv. Shareholdings dividend scheme) will be disregarded. Moreover, the CET1 The policy on executive directors’ variable remuneration for remuneration amount will be made in accordance with the ratio at 31 December 2023 may be adjusted by the board, As described in section 6.3.E, in addition to the regulatory 2022 and 2023 will be based on the same principles as in terms described under section E) above and if the group fulfils following a proposal of the remuneration committee, to obligation not to sell shares they receive as remuneration for Total2021, director following bylaw-stipulated the same single-incentive emoluments scheme and attendance described fees receivedlong-term in 2020 objectives amounted for at to least EUR three 4.1 million years. (EURThis may4.9 million only remove the effects of any regulatory change to its calculation a year since from their award date, in order to comply with above, and subject to the same rules of operation and confirm or reduce payment amounts and number of deferred rules or any extraordinary circumstance (such as recommendation 62 of the Spanish Corporate Governance limitations. shares. impairments, corporate transactions or restructuring Code, the policy on shareholdings has been updated to in 2019). This is 31% less than the amount approved at the general meeting. Each director earned the following amounts for procedures) not related to the performance of the executive include the obligation for executive directors not to sell the A) Setting variable remuneration Long-term metrics will, at least, cover value creation and directors and executives being evaluated, that may arise in shares they receive as variable remuneration for a period of Executive directors’ variable remuneration for 2022 and 2023 shareholder returns as well as capital and sustainability over relation to its calculation until such date. three years from their award date, unless the executive willthese be items: set based on the corporate bonus pool and a a minimum period of three years. They will be aligned with director already holds Banco Santander shares for an amount benchmark approved for each year which takes into account: the group’s strategic plan and main priorities towards its The following formula will be used to set the annual amount equivalent to twice his/her annual salary. stakeholders. They can be measured for the entire group or by of performance-based deferred variable remuneration in • a set of short-term quantitative metrics measured against country or business, when appropriate, and subsequently 2025, 2026 and 2027 ('Final annuity'), without prejudice to v. Principle of equal pay annual objectives and aligned with the group’s strategic comparedAmount to in a euros group of peers. any adjustment deriving from the application of the malus plan. These metrics will also cover, at least, shareholder policy (see section 6.3 B vi): Executive directors, as well as any other Santander employee, return targets, capital and customers. They can be The portion paid in shares cannot be sold until one year has Final annuity = Amt. x (1/3 x A + 1/3 x B + 1/3 x C) are subject to the principle of equal pay included in Santander measured at group level and, where applicable, at division elapsed2020 since they were delivered. 2019 Group's Remuneration Policy, which does not allow for any stipulated where: level, for a specific business division headed by an executive kind of discrimination, and fosters for remuneration director. The results of each metric can be contrasted with D. Other terms of the incentive management to assure equal pay for men and women. Board and emoluments • 'Amt.' is one third of variable remuneration deferred the budget for the financial year, as well as with growthAnnual allotmentNo changes to the continuity, malus and clawback clauses of conditional on performance (i.e. Amt. will be 12% of the the remuneration policy for 2021 described in section E are Directors’ remuneration for 2022 and 2023 from the previous year.Non- committee and total incentive set in early 2022). expected. Furthermore, no changes are planned in respect of • a qualitative assessment that cannot raise or lower the A. Directors’ remuneration Exec executi the clauses on hedging shares orattendance the deferred attendance amounts in • 'A' is the EPS ratio according to the scale in the table above, quantitative result by more than 25%.N It will be conducted cash adjusted for inflation. based on EPS growth in 2023 vs 2020. For 2022 and 2023, no changes to directors’ remuneration are Directorsfor the same categoriesutive ve as the BoardquantitativeEC metrics, AC ASC RC RSRCC RBSCC Total fees fees planned in respect of the remuneration described for 2021, including shareholder returns, risk and capital management iii) Shareholdings • 'B' is the TSR ratio according to the scale in the table above, although shareholders at the 2022 or 2023 annual general and customers. The policy on shareholdings approved in 2016, with the according to the relative performance of Banco Santander’s meeting could approve an amount higher than the six million Ms Ana Botín- amendment introduced in 2020 relating to not selling the TSR within its peer group in 2021-2023. euros currently in force, or the board could approve an • an exceptional adjustment that must be duly substantiated shares they receive as variable remuneration for a period of alternative allocation of that amount to directors. Sanzand de may Sautuola involve changes— owing 76,500 to control 144,500 and/or risk — — — — 12,750 233,750 55,220 288,970 333,800 • 'C' is the CET1 ratio according to compliance with the CET1 three years detailed in section 6.3.E above will apply in 2022 shortfalls, negative assessments from supervisors or and 2023, unless the remuneration committee proposes it be target for 2023 described in section (c) above. B. Directors' remuneration for the performance of executive y unexpectedO’Shea material events. duties amended to the board in light of exceptional circumstances (regulations, orders or recommendations from regulators or • In any event, if the result of (1/3 x A + 1/3 x B + 1/3 x C) is The quantitative metrics, qualitative assessment and Executive directors’ remuneration will conform to principles supervisors). Such amendments would be described in detail greater than 1, the multiplier will be 1. potential extraordinary adjustments will ensure main similar to those applied in 2021, with the following changes. Mr José Antonio in the report on the remuneration committee and the annual objectives are considered— from the 76,500 perspective 144,500 of the —various — — — — 221,000 48,620 269,620 312,800 The estimated maximum amount to be delivered in shares to report on director’s remuneration put to a non-binding vote at i. Fixed components of remuneration stakeholdersÁlvarez Álvarez and that the importance of risk and capital executive directors is 11.5 million euros. the annual general meeting. management is factored in. A. Gross annual salary E) Other terms of the incentive iv) Principle of equal pay Executive directors’ annual gross fixed pay may be adjusted OnceMr Bruce the corporate bonus pool is fixed according to the Directors will be paid deferred amounts (including those The same principle of equal pay that applies for executive each year based on the criteria approved by the remuneration criteria above, the board Iof directors, 326,380 further 144,500 to a proposal — 21,250 21,250 — — 513,380 81,620 595,000 700,000 linked to long-term targets) if they remain in the group and directors and any other Santander employee described in committee at any given time. For 2022 and 2023, it may not fromCarnegie-Brown the remunerations committee, decides on the none of the circumstances triggering malus clauses arise (as respect of 2021 applies for 2022 and 2023. increase above 5% of their annual gross salary in the previous individual bonus, taking into consideration the level of per the malus and clawback section in the group’s achievement of their individual objectives, which in general remuneration policy) under terms similar to those indicated year. It could also increase owing to adjustments made to the termsMs Homaira coincide with the bonus pool metrics (60%) and their Terms and conditions of executive directors’ contracts for 2020. Furthermore, the group can claw back paid fixed remuneration mix based on standards approved by the compliance with corporateI values 76,500 (40%). — 34,000 — — — 12,750 123,250 79,040 202,290 225,900 incentives under the scenarios, period and terms and remuneration committee, as long as it will not increase the Akbari Executive directors’ terms of service are governed by board- conditions set out in the remuneration policy. Group’s costs. approved contracts they sign with Banco Santander. The basic Lastly, the following circumstances must be confirmed to set terms and conditions, besides those relating to the variableMr Francisco remuneration: Javier Botín-Sanz 258 de Sautuola y N 76,500 — — — — — — 76,500 44,720 121,220 136,800259 O’SheaA Mr Álvaro Antonio Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 —

Ms Sol Daurella I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 ComadránMr Henrique Manuel Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 Borges Cirne de D MsCastro Gina Díez BarrosoE I 1,973 — — — — — — 1,973 2,080 4,053 — Mr Luis Isasi Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Mr Ramiro Mato García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 GordilloI Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

243 Annual report 2020 Annual report 2020 Contents Contents

remuneration mentioned above, are the ones described They both participate in the defined contribution scheme herebelow. created in 2012, which covers the contingencies of retirement, disability and death. Banco Santander makes A. Exclusivity and non-competition annual contributions to executive directors’ benefit plans Executive directors may not contract with other companies or schemes. Annual contributions are calculated in proportion to entities to perform services, unless expressly authorised by executive directors’ pensionable bases, and the group will B.the Annual board ofallotment directors. In all cases, they are bound by a duty of continue to make them until the executive directors’ leave the non-competition in relation to companies and activities group or until their early retirement within the group, their similar in nature to Banco Santander and its consolidated death or disability (including during pre-retirement). The Eachgroup. director received the amounts for serving on the board and its pensionablecommittees includedbase of executive in the chart directors’ below forannual 2019 contributions and 2020. is their fixed remuneration plus 30% of the average of their In addition, executive director contracts impose prohibitions last three variable remuneration amounts. Contributions will on competing and attracting customers, employees and be 22% of pensionable bases. suppliers,As a gesture which of responsibility can be enforced in view for twoof the years situation after theircreated by the health emergency the board of directors agreed on 5 May termination in their executive duties for reasons other than a The pension amount that corresponds to contributions linked breach2020 to by reduce Banco their Santander. allotments In regard by 20% to forAna the Botín balance and José of 2020, withto effectvariable from remuneration 1 April 2020, will and be propose invested that in Santander amounts sharessaved therebyAntonio beÁlvarez, used tothe finance compensation the initiatives to be ofpaid Banco by Banco Santander to fightfor against five years the covid-19from the pandemic.earlier of the date of retirement or Santander for this duty of non-competition is 80% of the fixed cessation. It will be paid in cash after the five years have remuneration, 40% payable on termination of the contract elapsed or on the retirement date (if later). Moreover, the and 60% at the end of the two-year period for Ms Ana Botín malus and clawback clauses for variable remuneration andAccordingly, Mr José Antoniothe applicable Álvarez. amounts in 2020 and 2019 were: contributions will apply for the same period as the related bonus or incentive. However, it is envisaged that in 2021, subject to approval at the 2021 AGM, their contracts shall be amended so that the This benefit plan is outsourced2020 to Santander Seguros y compensation for the duty of non-competition shall be twice Reaseguros, Compañía Aseguradora, S.A. Executive directors’ the amount of the fixed remuneration. economic rights under the scheme belong to them even if Amount per director in euros they are not1 Apr active to 31 inDec the group 1 Jan at to the 31 time Mar of their B. Code of Conduct retirement, death or disability. Their contracts do not provide2019 Executive directors are obliged to adhere strictly to the for any severance pay upon termination apart from what the group’sMembers General of the board Code of and directors the Code of Conduct in Securities law provides and49,500 in the case of pre-retirement,22,500 the 90,000 Markets, especially in terms of confidentiality, professional aforementioned annual allotment. ethics and conflicts of interest. Members of the executive committee E. Insurance and93,500 other remuneration42,500 and benefits in170,000 kind C. Termination Ana Botín and José Antonio Álvarez will receive the TheMembers length of of the executive audit committee directors' contract supplement to their22,000 fixed remuneration10,000 approved when40,000 the supplementary life and health benefits were eliminated in s is indefinite. Contracts do not provide for any severance 2018. It will be paid in 2021, 2022 and 2023 in the same paymentMembers uponof the terminationappointments apart committee from what the law provides. amount and continue13,750 to be paid until6,250 they reach retirement25,000 age (even if they are still active). If Ana Botín’s contract is terminated by Banco Santander, she mustMembers remain of the available remuneration to the committee group for four months in order The group has life13,750 and health insurance6,250 policies taken out25,000 for to ensure proper transition (6 months from the moment pre- directors. Insurance premiums for 2021 include standard life retirementMembers of provisions the risk supervision, are taken regulation out). During and compliance this period, committee she insurance and the22,000 life insurance cover10,000 with the supplement40,000 to would continue to receive her gross annual salary. their fixed remuneration mentioned above. In 2022 and 2023, premiums could vary if directors’ fixed pay or actuarial D.Members Pre-retirement of the responsible and benefit banking, plans sustainability and culture committee circumstances change.8,250 3,750 15,000 The board of directors has approved, subject to the condition that the remuneration policy be approved at the annual Furthermore, executive directors are covered by Banco generalChairman shareholders' of the audit committee meeting, an amendment to the Santander’s civil38,500 liability insurance policy17,500 and may receive70,000 contracts of the executive directors whereby: other benefits in kind (such as employee loans) pursuant to Chairman of the appointments committee the group’s general27,500 policy and subject12,500 to the corresponding50,000 • Ana Botín ceases to have the right to pre-retire if she leaves tax treatment. Banco Santander out of her own volition, keeping this right Chairmanin case of thetermination remuneration by Banco committee Santander until 31 August F. Confidentiality27,500 and return of documents12,500 50,000 2022. After this date, she does not have the right to pre- Directors are bound to a strict duty of confidentiality during retire. While she keeps this right she will be entitled to an their relationship and subsequent to termination. Executive Chairmanannual ofallotment the risk supervision, equal to the regulation sum of andher compliancefixed committee directors are required38,500 to return any 17,500documents and items70,000 remuneration and 30% of the average amount of her last relating to their activities and in their possession to Banco Chairmanvariable of remuneration, the responsible tobanking, a maximum sustainability of three. and This culture committee Santander. 27,500 12,500 50,000 allotment is subject to the malus and clawback provisions in place for a period of five years. Lead director 60,500 27,500 110,000 • José Antonio Álvarez ceases to have the right to pre-retire in case of termination of his contract. Non-executive vice chairmen 16,500 7,500 30,000

A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to 260 the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time and dedication to perform these roles. However, in line with the board of directors' decision to reduce their allotments and fees with effects from 1 April 2020 explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will be EUR 595,000.

C. Attendance fees Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board and committees meetings (not including the executive committee, for which no fees are set) totalled the amounts included in the chart below for the last two years.

The amounts applied until 31 March 2020 were the same as in 2019. On 5 May 2020, as a gesture of responsibility in view of the situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic.

2020

Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar 2019

Board of directors 2,080 2,600 2,600

Audit committee and risk supervision, regulation and compliance committee 1,360 1,700 1,700

Other committees (excluding executive committee) 1,200 1,500 1,500

242 Responsible Corporate Economic Risk management Annual report 2020 banking governance and financial review and compliance Contents Responsible Corporate Economic Risk management banking governance and financial review and compliance remuneration mentioned above, are the ones described They both participate in the defined contribution scheme G. Other terms and conditions This compensation could be paid fully or partly in shares, herebelow. created in 2012, which covers the contingencies of Executive directors’ contracts stipulate the following notice depending on the delivery limits approved at the annual retirement, disability and death. Banco Santander makes periods: general shareholders' meeting. Authorisation is expected to A. Exclusivity and non-competition annual contributions to executive directors’ benefit plans be sought at the next general shareholders’ meeting in order Executive directors may not contract with other companies or schemes. Annual contributions are calculated in proportion to By decision of the to deliver a maximum number of shares to any new executive entities to perform services, unless expressly authorised by executive directors’ pensionable bases, and the group will Banco Santander By decision of the directors or employees to whom buyout regulations apply. the board of directors. In all cases, they are bound by a duty of continue to make them until the executive directors’ leave the (months) director (months) Furthermore, sign-on bonuses can only be paid once to new non-competition in relation to companies and activities group or until their early retirement within the group, their Ms Ana Botin-Sanz de executive directors, in cash or in shares, and in each case they similar in nature to Banco Santander and its consolidated death or disability (including during pre-retirement). The Sautuola y O’Shea 6* 4 will not exceed the sum of the maximum variable group. pensionable base of executive directors’ annual contributions Mr José Antonio remuneration awarded for all executive directors. is their fixed remuneration plus 30% of the average of their Álvarez Álvarez 6 — In addition, executive director contracts impose prohibitions last three variable remuneration amounts. Contributions will * From the moment she ceases to have the right to pre-retire on competing and attracting customers, employees and be 22% of pensionable bases. 6.5 Preparatory work and decision-making suppliers, which can be enforced for two years after their process with a description of the termination in their executive duties for reasons other than a The pension amount that corresponds to contributions linked Contracts do not provide pay in lieu of notice clauses. breach by Banco Santander. In regard to Ana Botín and José to variable remuneration will be invested in Santander shares participation of the remuneration Antonio Álvarez, the compensation to be paid by Banco for five years from the earlier of the date of retirement or TermsD. Breakdown and conditions of bylaw-stipulated of Sergio Rial's emoluments contracts committee Santander for this duty of non-competition is 80% of the fixed cessation. It will be paid in cash after the five years have The contract between Sergio Rial and Banco Santander, S.A. remuneration, 40% payable on termination of the contract elapsed or on the retirement date (if later). Moreover, the Section 4.7 'Remuneration committee activities for 2020', (the for his role as Santander Regional Head of South America, and 60% at the end of the two-year period for Ms Ana Botín malus and clawback clauses for variable remuneration report on the remuneration committee) states: whose EUR 750 thousand remuneration is being submitted to and Mr José Antonio Álvarez. contributions will apply for the same period as the related Total director bylaw-stipulated emoluments and attendance fees received in 2020 amounted to EUR 4.1 million (EUR 4.9 million bonus or incentive. the approval of the 2021 AGM as part of this remuneration • Pursuant to Banco Santander’s bylaws and the Rules and However, it is envisaged that in 2021, subject to approval at policy, includes his confirmation that this role is compatible regulations of the board of directors, the duties relating to the 2021 AGM, their contracts shall be amended so that the This benefit plan is outsourced to Santander Seguros y within 2019). his role This as is CEO 31% and less vice-president than the amount of Santander approved Brasil,at the general meeting.the remuneration Each director of directors earned the performed following by amounts the for compensation for the duty of non-competition shall be twice Reaseguros, Compañía Aseguradora, S.A. Executive directors’ and is subject to an indefinite term, and to customary remuneration committee. the amount of the fixed remuneration. economic rights under the scheme belong to them even if exclusivity and non-competition, code of conduct, termination they are not active in the group at the time of their (withoutthese items: including any payment for termination) and • How the remuneration committee is composed on the date B. Code of Conduct retirement, death or disability. Their contracts do not provide confidentiality and return of documents conditions. the report is approved. Executive directors are obliged to adhere strictly to the for any severance pay upon termination apart from what the Likewise, the terms and conditions of the remuneration he group’s General Code and the Code of Conduct in Securities law provides and in the case of pre-retirement, the • The number of meetings it had in 2020, including joint receives in his condition as CEO and vicechairman of Markets, especially in terms of confidentiality, professional aforementioned annual allotment. sessionsAmount with in euros the risk, compliance and regulation Santander Brasil are fixed by this subsidiary, in accordance ethics and conflicts of interest. supervision committee. E. Insurance and other remuneration and benefits in kind with Group policies, the subsidiary's policies, and applicable local regulations. • The date of the meeting in which the report was approved. C. Termination Ana Botín and José Antonio Álvarez will receive the 2020 stipulated 2019 The length of executive directors' contract supplement to their fixed remuneration approved when the Appointment of new executive directors • The 2019 annual report on directors’ remuneration was supplementary life and health benefits were eliminated in Board and emoluments Annual allotmentapproved by the board of directors and put to a binding vote s is indefinite. Contracts do not provide for any severance 2018. It will be paid in 2021, 2022 and 2023 in the same The components of remunerationNon- and basic structure of the at the April 2020 AGM, with 93.77%committee of the votesand in favour. payment upon termination apart from what the law provides. amount and continue to be paid until they reach retirement agreements described in this remunerations policy will apply The tally of the votes was: age (even if they are still active). to any new director that is given executive functions at Banco If Ana Botín’s contract is terminated by Banco Santander, she Santander, notwithstandingExec executi the possibility of amending attendance attendance A N Number % of total must remain available to the group for four months in order The group has life and health insurance policies taken out for specific terms of agreements so that, overall, they contain Votes cast 10,429,789,366 96.55 % to ensure proper transition (6 months from the moment pre- directors. Insurance premiums for 2021 include standard life conditionsDirectors similarutive to thoseve previouslyBoard described.EC AC ASC RC RSRCC RBSCC Total fees fees retirement provisions are taken out). During this period, she insurance and the life insurance cover with the supplement to would continue to receive her gross annual salary. their fixed remuneration mentioned above. In 2022 and 2023, Directors’ total remuneration for executive duties cannot Number % of totalA premiums could vary if directors’ fixed pay or actuarial exceedMs Ana Botín- the highest remuneration received by the group’s Votes against 649,059,435 6.01 % D. Pre-retirement and benefit plans circumstances change. current executive directors under the remuneration policy Sanz de Sautuola — 76,500 144,500 — — Votes — in favour — 12,750 233,7509,777,014,101 55,220 288,970 90.51 333,800 % The board of directors has approved, subject to the condition approved by shareholders. The same rules apply if a director that the remuneration policy be approved at the annual Furthermore, executive directors are covered by Banco assumesy O’Shea new duties or becomes an executive director. Abstentions 372,790,860 3.45 % general shareholders' meeting, an amendment to the Santander’s civil liability insurance policy and may receive A. Percentage on total valid votes and abstentions. contracts of the executive directors whereby: other benefits in kind (such as employee loans) pursuant to If a director takes up executive functions in a specific division the group’s general policy and subject to the corresponding orMr local José Antonio unit, the board of directors, on the remuneration • Ana Botín ceases to have the right to pre-retire if she leaves tax treatment. committee's recommendation,— can 76,500 adapt 144,500 the metrics —for — — — — 221,000 48,620 269,620 312,800 Banco Santander out of her own volition, keeping this right settingÁlvarez Álvarez and paying incentives to take that division or local unit in case of termination by Banco Santander until 31 August F. Confidentiality and return of documents into account in addition to the group. 2022. After this date, she does not have the right to pre- Directors are bound to a strict duty of confidentiality during retire. While she keeps this right she will be entitled to an their relationship and subsequent to termination. Executive RemunerationMr Bruce paid to directors in that capacity will be annual allotment equal to the sum of her fixed directors are required to return any documents and items included within the maximumI amount 326,380 set 144,500 by shareholders — 21,250 to 21,250 — — 513,380 81,620 595,000 700,000 remuneration and 30% of the average amount of her last relating to their activities and in their possession to Banco beCarnegie-Brown distributed by the board of directors in the terms described variable remuneration, to a maximum of three. This Santander. above. allotment is subject to the malus and clawback provisions A new director coming from an entity outside Santander in place for a period of five years. Ms Homaira Group could be paid a buyoutI to 76,500offset any variable — 34,000 — — — 12,750 123,250 79,040 202,290 225,900 • José Antonio Álvarez ceases to have the right to pre-retire remunerationAkbari foregone for having accepted a contract with in case of termination of his contract. the group; and/or a sign-on bonus for leaving to join Banco Santander.Mr Francisco Javier Botín-Sanz 260 de Sautuola y N 76,500 — — — — — — 76,500 44,720 121,220 136,800261 O’SheaA Mr Álvaro Antonio Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 —

Ms Sol Daurella I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 ComadránMr Henrique Manuel Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 Borges Cirne de D MsCastro Gina Díez BarrosoE I 1,973 — — — — — — 1,973 2,080 4,053 — Mr Luis Isasi Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Mr Ramiro Mato García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 GordilloI Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

243 Responsible Corporate Economic Risk management banking governance and financial review and compliance Responsible Corporate Economic Risk management banking governance and financial review and compliance

• The portion of variable remuneration paid or deferred as shares for group executives in Brazil, Chile, Mexico, Poland and Santander Consumer US can be delivered in shares or similar instruments of their own listed entities (as in previous years).

In 2021, the board will maintain its flexibility in determining total or partial payment in shares or similar instruments of Banco Santander and/or subsidiaries in the proportion it considers appropriate in accordance with the maximum number of Santander shares to be delivered set by shareholders at the annual general shareholders' meeting and any regulatory restrictions applicable in each jurisdiction).

The aggregate amount of variable remuneration for identified staff in 2020, the amounts deferred in cash and shares, and D. Breakdown of bylaw-stipulated emoluments the ratio of the variable to fixed remuneration components are explained in the remuneration policies chapter of Banco Santander’s Pillar III disclosures report for 2020. Total director bylaw-stipulated emoluments and attendance fees received in 2020 amounted to EUR 4.1 million (EUR 4.9 million in 2019). This is 31% less than the amount approved at the general meeting. Each director earned the following amounts for 6.7 Prudentially significant disclosures documentthese items: On the remuneration committee’s recommendation, the board approves the key remuneration elements of managers or employees who, while not belonging to senior management, take on risks, carry out control functions (i.e. Amount in euros internal audit, risk management and compliance) or who receive global remuneration that places them in the same 2020 2019 remuneration bracket as senior management and employees stipulated who take on risk. These are typically those whose professional activities may have an important impact on the Board and emoluments Group's risk profile (all of these, together with the seniorAnnual allotment management and BancoNon- Santander's board of directors form committee and the so called 'IdentifiedExec executi Staff' or 'Material Risk Takers') attendance attendance N Every year, the remuneration committee reviews and, if applicable,Directors updatesutive identified ve staffBoard in order toEC includeAC ASC RC RSRCC RBSCC Total fees fees individuals within the organisation who qualify as such. The Remuneration Policies chapter in the 2020 Pillar III disclosuresMs Ana Botín- report4 of Banco Santander, S.A. explains the criteriaSanz de Sautuolaand regulations followed— 76,500 to identify 144,500 such staff.— — — — 12,750 233,750 55,220 288,970 333,800 Aty O’Shea the end of 2020, 1,394 group executives (including executive directors and non-director senior managers) were considered identified staff (1,359 in 2019), which accounts for 0.73% of the total workforce (0.69% in 2019). Mr José Antonio — 76,500 144,500 — — — — — 221,000 48,620 269,620 312,800 IdentifiedÁlvarez Álvarez staff have the same remuneration standards as executive directors (see sections 6.1 and 6.3), but not: •Mr Category-based Bruce deferralI percentages326,380 144,500and terms. — 21,250 21,250 — — 513,380 81,620 595,000 700,000 •Carnegie-Brown The possibility of certain manager categories of only having deferred variable pay subject to malus and clawback Msclauses Homaira (and not to long-term targets). Akbari I 76,500 — 34,000 — — — 12,750 123,250 79,040 202,290 225,900

4 MrThe Francisco 2020 Pillar III disclosures report can be found on our corporate website. Javier Botín-Sanz de Sautuola y N 76,500 — — — — — — 76,500 44,720 121,220 136,800263 O’SheaA Mr Álvaro Antonio Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 —

Ms Sol Daurella I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 ComadránMr Henrique Manuel Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 Borges Cirne de D MsCastro Gina Díez BarrosoE I 1,973 — — — — — — 1,973 2,080 4,053 — Mr Luis Isasi Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Mr Ramiro Mato García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 GordilloI Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

243 Annual report 2020 Annual report 2020 Contents Contents

9.4 Reconciliation to the CNMV’s remuneration report model

Included in Section in the statistical CNMV model report Further information elsewhere and comments A. Remuneration policy for the present fiscal year B.A.1 Annual allotmentNo • See section 6.4. • See sections 4.7 and 6.5. • See 'Summary of link between risk, performance and reward' in section 6.3. EachA.2 director receivedNo the amountsSee section for serving6.4. on the board and its committees included in the chart below for 2019 and 2020. A.3 No See section 6.4. A.4 No See section 6.5. AsB. aOverall gesture summary of responsibility of application in view of ofthe the remuneration situation created policy byover the the health last fiscal emergency year the board of directors agreed on 5 May 2020B.1 to reduceNo their allotmentsSee bysections 20% 6.1for, the6.2. balanceand 6.3. of 2020, with effect from 1 April 2020, and propose that amounts saved B.2 No See 'Summary of link between risk, performance and reward' in section 6.3. therebyB.3 be usedNo to finance theSee initiatives sections 6.2 of andBanco 6.3 .Santander to fight against the covid-19 pandemic. B.4 No See section 6.5. Accordingly,B.5 theNo applicable amountsSee section in 20206.2 and and 6.3 2019 were: B.6 No See 'Gross annual salary' in section 6.3. B.7 No See 'Variable remuneration' in section 6.3. B.8 No Not applicable. 2020 B.9 No See 'Main features of the benefit plans' in section 6.3. B.10Amount per directorNo in euros See 'Other remuneration' in section 6.3. 1 Apr to 31 Dec 1 Jan to 31 Mar B.11 No See 'Terms and conditions of executive directors´ contracts' in section 6.4. 2019 B.12 No No remuneration for this component. B.13Members of theNo board of directorsSee note 5 to the consolidated financial statements. 49,500 22,500 90,000 B.14 No See 'Insurance and other remuneration and benefits in kind' in section 6.4. B.15Members of theNo executive committeeSee 'Remuneration of board members as representatives of the93,500 Bank' in section 6.3.42,500 170,000 B.16 No No remuneration for this component. C.Members Breakdown of the ofaudit the committee individual remuneration of directors 22,000 10,000 40,000 C Yes See section 9.5. C.1 a) i) Yes See section 9.5. C.1Members a) ii) of theYes appointments committeeSee section 9.5. 13,750 6,250 25,000 C.1 a) iii) Yes See section 9.5. C.1Members a) iii) of theYes remuneration committeeSee section 9.5. 13,750 6,250 25,000 C.1 b) i) Yes See section 9.5. C.1Members b) ii) of theNo risk supervision,Not regulation awarded. and compliance committee 22,000 10,000 40,000 C.1 b) iii) No Not awarded. C.1Members b) iv) of theNo responsible banking,Not awarded. sustainability and culture committee 8,250 3,750 15,000 C.1 c) Yes See section 9.5. D. Other information of interest DChairman of theNo audit committeeSee section 4.7 38,500 17,500 70,000 Chairman of the appointments committee 27,500 12,500 50,000 Chairman of the remuneration committee 27,500 12,500 50,000 Chairman of the risk supervision, regulation and compliance committee 38,500 17,500 70,000 Chairman of the responsible banking, sustainability and culture committee 27,500 12,500 50,000 Lead director 60,500 27,500 110,000 Non-executive vice chairmen 16,500 7,500 30,000

A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to 302 the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time and dedication to perform these roles. However, in line with the board of directors' decision to reduce their allotments and fees with effects from 1 April 2020 explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will be EUR 595,000.

C. Attendance fees Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board and committees meetings (not including the executive committee, for which no fees are set) totalled the amounts included in the chart below for the last two years.

The amounts applied until 31 March 2020 were the same as in 2019. On 5 May 2020, as a gesture of responsibility in view of the situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic.

2020

Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar 2019

Board of directors 2,080 2,600 2,600

Audit committee and risk supervision, regulation and compliance committee 1,360 1,700 1,700

Other committees (excluding executive committee) 1,200 1,500 1,500

242 Responsible Corporate Economic Risk management banking governance and financial review and compliance Responsible Corporate Economic Risk management banking governance and financial review and compliance

9.5 Statistical information on remuneration required by the CNMV

B. OVERALL SUMMARY OF HOW REMUNERATION POLICY WAS APPLIED DURING THE YEAR ENDED B.4 Report on the result of non-binding vote at General Shareholders´ Meeting on annual report on remuneration from previous year, indicating the number of votes against, as the case may be.

Number % of total Votes cast 10,429,789,366 96.55 %

Number % of total Votes against 649,059,435 6.01 % Votes in favour 9,777,014,101 90.51 % D. BreakdownAbstentions of bylaw-stipulated372,790,860 emoluments 3.45 % C. ITEMISED INDIVIDUAL REMUNERATION ACCRUED BY EACH DIRECTOR

Directors Type Period of accrual in year 2020 TotalMs Ana director Botín-Sanz bylaw-stipulated de Sautuola y O’Shea emoluments and attendanceExecutive fees receivedFrom in 01/01/2020 2020 amounted to 31/12/2020 to EUR 4.1 million (EUR 4.9 million Mr José Antonio Álvarez Álvarez Executive From 01/01/2020 to 31/12/2020 Mr Bruce Carnegie-Brown Independent From 01/01/2020 to 31/12/2020 inMs 2019). Homaira This Akbari is 31% less than the amount approved Independentat the general meeting.From 01/01/2020 Each director to 31/12/2020 earned the following amounts for Mr Francisco Javier Botín-Sanz de Sautuola y O’Shea Other external From 01/01/2020 to 31/12/2020 theseMr Álvaro items: Antonio Cardoso de Souza Independent From 01/01/2020 to 31/12/2020 Mr Ramón Martín Chávez Márquez Independent From 27/10/2020 to 31/12/2020 Ms Sol Daurella Comadrán Independent From 01/01/2020 to 31/12/2020 Mr Henrique Manuel Drummond Borges Cirne de Castro Independent From 01/01/2020 to 31/12/2020 Ms Gina Díez Barroso Independent FromAmount 22/12/2020 in euros to 31/12/2020 Mr Luis Isasi Fernández de Bobadilla Independent From 19/05/2020 to 31/12/2020 Mr Ramiro Mato García-Ansorena Independent From2020 01/01/2020 to 31/12/2020 2019 Mr Sergio Rial Executive From 30/05/2020 to 31/12/2020 stipulated Ms Belén Romana García Independent From 01/01/2020 to 31/12/2020Board and emoluments Mrs Pamela Ann Walkden IndependentAnnual allotment From 01/01/2020 to 31/12/2020 Mr Rodrigo Echenique GordilloNon- Other external From 01/01/2020 to 22/12/2020committee and Mr Ignacio BenjumeaExec Cabezaexecuti de Vaca Other external From 01/01/2020 to 05/05/2020attendance attendance Mr Guillermo de la Dehesa Romero N Other external From 01/01/2020 to 03/04/2020 DirectorsMs Esther Giménez-Salinasutive ve i ColomerBoard EC IndependentAC ASC RC FromRSRCC 01/01/2020RBSCC to 27/10/2020Total fees fees Ms Ana Botín- Sanz de Sautuola — 76,500 144,500 — — — — 12,750 233,750 55,220 288,970 333,800 y O’Shea Mr José Antonio Álvarez Álvarez — 76,500 144,500 — — — — — 221,000 48,620 269,620 312,800 Mr Bruce Carnegie-Brown I 326,380 144,500 — 21,250 21,250 — — 513,380 81,620 595,000 700,000 Ms Homaira Akbari I 76,500 — 34,000 — — — 12,750 123,250 79,040 202,290 225,900 Mr Francisco Javier Botín-Sanz de Sautuola y N 76,500 — — — — — — 76,500 44,720 121,220 136,800303 O’SheaA Mr Álvaro Antonio Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 —

Ms Sol Daurella I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 ComadránMr Henrique Manuel Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 Borges Cirne de D MsCastro Gina Díez BarrosoE I 1,973 — — — — — — 1,973 2,080 4,053 — Mr Luis Isasi Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Mr Ramiro Mato García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 GordilloI Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

243 Responsible Corporate Economic Risk management banking governance and financial review and compliance Annual report 2020 Annual report 2020 Contents Responsible Corporate Economic Risk management Contents banking governance and financial review and compliance

9.5 Statistical information on remuneration required by the CNMV C.1 Complete the following tables on individual remuneration of each director (including the remuneration for exercising executive functions) accrued during the year. B. OVERALL SUMMARY OF HOW REMUNERATION POLICY WAS APPLIED DURING THE YEAR ENDED a) Remuneration from the reporting company: B.4 Report on the result of non-binding vote at General Shareholders´ Meeting on annual report on remuneration from previous I) Remuneration in cash (thousand euros) year, indicating the number of votes against, as the case may be. Remuneration Number % of total B. Annual allotment for Long-term Votes cast 10,429,789,366 96.55 % Fixed membership of Short-term variable Total Total remune Per diem Board's variable remuneration Severance Other year year EachName director received theration amountsallowances for servingcommittees on the boardSalary and its remunerationcommittees included in the1 chart paybelowgrounds for 2019 and2020 2020.2019 Ms Ana Botín-Sanz Number % of total de Sautuola y O’Shea 77 55 157 3,176 534 828 — 525 5,352 6,119 Votes against 649,059,435 6.01 % Mr José Antonio Votes in favour 9,777,014,101 90.51 % As aÁlvarez gesture Álvarez of responsibility 77 in view of 49the situation created 144 2,541 by the health emergency 290 the 559 board of directors — agreed 710 on 4,370 5 May 4,957 Abstentions 372,790,860 Mr Bruce Carnegie- 3.45 % 2020Brown to reduce their allotments 326 by 20% 82 for the balance 187 of 2020, — with effect from — 1 April 2020, — and propose — that — amounts 595 saved 700 D. Breakdown of bylaw-stipulated emoluments therebyMs Homaira be used Akbari to finance the 77 initiatives 79 of Banco Santander 46 to — fight against the — covid-19 pandemic. — — — 202 226 C. ITEMISED INDIVIDUAL REMUNERATION ACCRUED BY EACH DIRECTOR Mr Francisco Javier Botín-Sanz de Sautuola y O’Shea Directors Type Period of accrual in year 2020 77 45 — — — — — — 122 137 TotalMs Ana director Botín-Sanz bylaw-stipulated de Sautuola y O’Shea emoluments and attendanceExecutive fees receivedFrom in 01/01/2020 2020 amounted to 31/12/2020 to EUR 4.1 million (EUR 4.9 million Accordingly,Mr Álvaro Antonio the applicable amounts in 2020 and 2019 were: Cardoso de Souza 136 60 47 — — — — — 243 276 Mr José Antonio Álvarez Álvarez Executive From 01/01/2020 to 31/12/2020 Mr Ramón Martín inMr 2019). Bruce Carnegie-BrownThis is 31% less than the amount approved Independentat the general meeting.From 01/01/2020 Each director to 31/12/2020 earned the following amounts for Chávez Márquez 8 15 14 — — — — — 37 — Ms Homaira Akbari Independent From 01/01/2020 to 31/12/2020 Ms Sol Daurella 2020 Mr Francisco Javier Botín-Sanz de Sautuola y O’Shea Other external From 01/01/2020 to 31/12/2020 Comadrán 77 82 55 — — — — — 214 240 Mr Álvaro Antonio Cardoso de Souza Independent From 01/01/2020 to 31/12/2020 Mr Henrique Manuel these items: AmountDrummond per director Borges in euros 1 Apr to 31 Dec 1 Jan to 31 Mar Mr Ramón Martín Chávez Márquez Independent From 27/10/2020 to 31/12/2020 Cirne de Castro 77 85 55 — — — — — 217 2019 86 Ms Sol Daurella Comadrán Independent From 01/01/2020 to 31/12/2020 Ms Gina Díez Barroso 2 2 — — — — — — 4 — Mr Henrique Manuel Drummond Borges Cirne de Castro Independent From 01/01/2020 to 31/12/2020 MembersMr Luis ofIsasi the board of directors 49,500 22,500 90,000 Ms Gina Díez Barroso Independent FromAmount 22/12/2020 in euros to 31/12/2020 Fernández de Bobadilla 44 43 116 — — — — 740 943 — Mr Luis Isasi Fernández de Bobadilla Independent From 19/05/2020 to 31/12/2020 MembersMr Ramiro of the Mato executive committee 93,500 42,500 170,000 Mr Ramiro Mato García-Ansorena Independent From2020 01/01/2020 to 31/12/2020 2019 García-Ansorena 119 86 225 — — — — — 430 500 Mr Sergio Rial Executive From 30/05/2020 to 31/12/2020 stipulated Mr Sergio Rial 42 21 — — — — — — 63 — Ms Belén Romana García Independent From 01/01/2020 to 31/12/2020 Members of the audit committee 22,000 10,000 40,000 Board and emoluments Ms Belén Romana Mrs Pamela Ann Walkden IndependentAnnual allotment From 01/01/2020 to 31/12/2020 García 98 94 225 — — — — — 417 525 Mr Rodrigo Echenique GordilloNon- Other external From 01/01/2020 to 22/12/2020committee and MembersMrs Pamela of the Ann appointments committee 13,750 6,250 25,000 Mr Ignacio Benjumea Cabeza de Vaca Other external From 01/01/2020 to 05/05/2020 Walkden 114 66 34 — — — — — 214 34 Mr Guillermo de laExec Dehesaexecuti Romero Other external From 01/01/2020 to 03/04/2020attendance attendance Mr Rodrigo N MembersEchenique of the Gordillo remuneration committee 75 60 20 — — 13,750 414 1,800 6,250 — 2,369 25,000 3,926 DirectorsMs Esther Giménez-Salinasutive ve i ColomerBoard EC IndependentAC ASC RC FromRSRCC 01/01/2020RBSCC to 27/10/2020Total fees fees Mr Ignacio Benjumea Cabeza de Vaca 35 43 95 — — — — 102 275 524 MembersMr Guillermo of the derisk la supervision, regulation and compliance committee 22,000 10,000 40,000 Ms Ana Botín- Dehesa Romero 23 28 57 — — — — — 108 399 Ms Esther Giménez- Sanz de Sautuola — 76,500 144,500 — — — — 12,750 233,750 55,220 288,970 333,800 MembersSalinas ofi Colomer the responsible banking, 64 sustainability 71 and culture 56 committee — — 8,250 — — 3,750 — 191 15,000 228 Mr Carlos Fernández y O’Shea ChairmanGonzález of the audit committee — — — — — 38,500 — —17,500 — — 70,000 214 Mr José Antonio ChairmanComments of the appointments committee 27,500 12,500 50,000 — 76,500 144,500 — — — — — 221,000 48,620 269,620 312,800 1. Includes deferred amounts from the 2016 deferred and conditional variable remuneration plan subject to long term metrics for Ana Botín, Álvarez Álvarez José Antonio Álvarez and Rodrigo Echenique, of which only a third was paid in 2020. Chairman of the remuneration committee 27,500 12,500 50,000 Mr Bruce Chairman of the risk supervision, regulation and compliance committee 38,500 17,500 70,000 Carnegie-Brown I 326,380 144,500 — 21,250 21,250 — — 513,380 81,620 595,000 700,000 Chairman of the responsible banking, sustainability and culture committee 27,500 12,500 50,000 Ms Homaira Akbari I 76,500 — 34,000 — — — 12,750 123,250 79,040 202,290 225,900 Lead director 60,500 27,500 110,000 Mr Francisco Non-executive vice chairmen 16,500 7,500 30,000 Javier Botín-Sanz A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to N 76,500 — — — — — — 76,500 44,720 121,220 136,800303 304 de Sautuola y the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time A O’Shea and dedication to perform these roles. However, in line with the board of directors' decision to reduce their allotments and fees with effects from 1 April 2020 explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will Mr Álvaro Antonio be EUR 595,000. Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB C. Attendance fees Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 — Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board and committees meetings (not including the executive committee, for which no fees are set) totalled the amounts included in the Ms Sol Daurella chart below for the last two years. Comadrán I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 Mr Henrique The amounts applied until 31 March 2020 were the same as in 2019. On 5 May 2020, as a gesture of responsibility in view of the Manuel situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco Borges Cirne de D Santander to fight against the covid-19 pandemic. MsCastro Gina Díez E I 1,973 — — — — — — 1,973 2,080 4,053 — Barroso 2020 Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar Mr Luis Isasi 2019 Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Board of directors 2,080 2,600 2,600 Mr Ramiro Mato Audit committee and risk supervision, regulation and compliance committee 1,360 1,700 1,700 García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Other committees (excluding executive committee) 1,200 1,500 1,500 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 I Gordillo 242 Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

243 Resposible Corporate Economic Risk management Resposiblebanking Corporategovernance report Economicand financial review Riskand compliancemanagement banking governance report and financial review and compliance

II) Table of changes in share-based remuneration schemes and gross profit from consolidated shares or financial instruments

Instruments Financial instruments matured but Financial instruments at granted at start of year not Financial instruments at start of year 2020 2020 Financial instruments consolidated during 2020 exercised end of year 2020 Net proft from shares No. of handed over or II) Table of changes in share-based remuneration schemes and gross profit from consolidated shares or financial instrumentsequivalent consolidated No. of No. of shares / Price of the fnancial No of No. of equivalent No. of equivalent No. of handed consolidated instruments No. of No. of equivalent Name Name of Plan instruments shares instruments shares instruments over shares (EUR thousand) instruments instruments shares 1st cycle of deferred variable remuneration plan linked to multi-year targets (2016) 216,308 216,308 — — 165,043 165,043 2.685 443 Instruments 51,265 — —

2nd cycle of deferred variable remuneration 206,775 206,775 Financial — instruments — — — — — matured but — 206,775 206,775 Ms Ana plan linked to multi-year targets (2017) Botín- Financial instruments at granted at start of year not Financial instruments at Sanz de 3rd cycle of deferred variable remuneration 309,911 309,911 — — — — — — — 309,911 309,911 Sautuola plan linked to multi-year targets (2018) start of year 2020 2020 Financial instruments consolidated during 2020 exercised end of year 2020 y O’Shea 4th cycle of deferred variable remuneration plan linked to multi-year targets (2019) 319,390 319,390 — — — — — — — 319,390 319,390

5th cycle of deferred variable remuneration — — 310,615 310,615 198,792 198,792 2.685 Net proft 534 — 111,823 111,823 plan linked to multi-year targets (2020) from shares

No. of handed over or Instruments Financial instruments matured but Financial instruments at granted at start of year equivalent consolidated not Financial instruments at start of year 2020 2020 Financial instruments consolidated during 2020 exercised end of year 2020 No. of No. of shares / Price of the fnancial No of Resposible Corporate Economic Risk managementNet proft No. of equivalent No. of equivalent No. of handed consolidated frominstruments shares No. of No. of equivalent banking governance report and financial review No. of and compliancehanded over or Name Name of Plan instruments shares instruments shares instruments equivalentover shares (EURconsolidated thousand) instruments instruments shares No. of No. of shares / Price of the fnancial No of No. of equivalent No. of equivalent No. of handed consolidated instruments No. of No. of equivalent Name 1st cycle of deferredName variable of Plan remuneration instruments shares instruments shares instruments over shares (EUR thousand) instruments instruments shares 1st cycle of deferred variable remuneration 216,308 216,308 — — 165,043 165,043 2.685 443 51,265 — — plan linked to multi-year targets (2016) 145,998 145,998 — — 111,396 111,396 2.685 299 34,602 — — 2nd cycle of deferred variable remuneration plan linked to multi-year targets (2017) 138,283 138,283 — — — — — — — 138,283 138,283 Mr José 2nd cycle of deferred variable remuneration Antonio 3rd cycle of deferred variable remuneration 206,775 206,775 — — — — — — — 206,775 206,775 II) Table of changes in share-based remuneration schemes andÁlvarezMs gr Anaoss planprofit linked from to multi-year consolidated targets (2018)(2017) shares 207,097 or financial 207,097 instruments — — — — — — — 207,097 207,097 Álvarez Botín- 4th cycle of deferred variable remuneration plan3rd cycle linked of todeferred multi-year variable targets remuneration (2019) 213,449 213,449 — — — — — — — 213,449 213,449 Sanz de 309,911 309,911 — — — — Instruments — — — 309,911 309,911 5thplan cycle linked of todeferred multi-year variable targets remuneration (2018) — — 168,715 168,715 107,976 107,976 2.685 290 — 60,739 60,739 Sautuola plan linked to multi-yearFinancial targets instruments (2020) matured but Financial instrumentsy O’Shea at granted at start of year not Financial instruments at start of year 20204th cycle of deferred variable2020 remuneration 319,390 319,390Financial instruments — consolidated — during — 2020 — —exercised — end of — year 319,3902020 319,390 plan linked to multi-year targets (2019) Net proft from shares 5th cycle of deferred variable remuneration — — 310,615No. of 310,615 198,792handed 198,792 over or 2.685 534 — 111,823 111,823305 plan linked to multi-year targets (2020) equivalent consolidated No. of No. of shares / Price of the fnancial No of No. of equivalent No. of equivalent No. of handed consolidated instruments No. of No. of equivalent Name Name of Plan instruments shares instruments shares instruments over shares (EUR thousand) instruments instruments shares 1st cycle of deferred variable remuneration plan linked to multi-year targets (2016) 216,308 216,308 — — 165,043 165,043 2.685 443 51,265 Instruments — — Financial instruments matured but 2nd cycle of deferred variable remuneration 206,775 206,775 — — — — — — — 206,775 206,775 Ms Ana plan linked to multi-year targets (2017) Financial instruments at granted at start of year not Financial instruments at Botín- start of year 2020 2020 Financial instruments consolidated during 2020 exercised end of year 2020 Sanz de 3rd cycle of deferred variable remuneration 309,911 309,911 — — — — — — — 309,911 309,911 Sautuola plan linked to multi-year targets (2018) y O’Shea 4th cycle of deferred variable remuneration Net proft plan linked to multi-year targets (2019) 319,390 319,390 — — — — — — from shares — 319,390 319,390 5th cycle of deferred variable remuneration No. of handed over or plan linked to multi-year targets (2020) — — 310,615 310,615 198,792 198,792 2.685 equivalent 534 consolidated — 111,823 111,823 No. of No. of shares / Price of the fnancial No of No. of equivalent No. of equivalent No. of handed consolidatedInstruments instruments No. of No. of equivalent Name NameFinancial of Plan instrumentsinstruments shares instruments shares instruments over sharesmatured(EUR thousand) but instruments instruments shares Financial instruments at granted at start of year not Financial instruments at start of year 2020 2020 Financial instruments consolidated during 2020 exercised end of year 2020 1st cycle of deferred variable remuneration 145,998 145,998 — — 111,396 111,396 2.685 299 34,602 — — plan linked to multi-year targets (2016) Net proft from shares 2nd cycle of deferred variable remuneration No. of handed over or plan linked to multi-year targets (2017) 138,283 138,283 equivalent — — —consolidated — — — — 138,283 138,283 Mr José No. of No. of shares / Price of the fnancial No of No. of equivalent No. of equivalent No. of handed consolidated instruments No. of No. of equivalent Name Name of Plan instrumentsAntonio shares3rd cycle of deferredinstruments variable remunerationshares 207,097instruments 207,097 over — shares — —(EUR thousand) — instruments — — instruments — 207,097shares 207,097 1st cycle of deferred variable remuneration Álvarez plan linked to multi-year targets (2018) plan linked to multi-year targets (2016) 145,998 Álvarez 145,998 — — 111,396 111,396 2.685 299 34,602 — — 4th cycle of deferred variable remuneration 2nd cycle of deferred variable remuneration 213,449 213,449 — — — — — — — 213,449 213,449 plan linked to multi-year targets (2017) 138,283 138,283plan linked to multi-year targets — (2019) — — — — — — 138,283 138,283 Mr José Antonio 3rd cycle of deferred variable remuneration 207,097 207,0975th cycle of deferred variable — remuneration — — — — — — 207,097 207,097 Álvarez plan linked to multi-year targets (2018) — — 168,715 168,715 107,976 107,976 2.685 290 — 60,739 60,739 Álvarez 4th cycle of deferred variable remuneration plan linked to multi-year targets (2020) plan linked to multi-year targets (2019) 213,449 213,449 — — — — — — — 213,449 213,449 5th cycle of deferred variable remuneration plan linked to multi-year targets (2020) — — 168,715 168,715 107,976 107,976 2.685 290 — 60,739 60,739

305 305 Resposible Corporate Economic Risk management banking governance report and financial review and compliance Annual Report 2020 Resposible Corporate Economic Risk management Contents banking governance report and financial review and compliance Annual Report 2020 Contents

II) Table of changes in share-based remuneration schemes and gross profit from consolidated shares or financial instruments Instruments Financial instruments matured but Instruments Financial instruments at granted at start of year not Financial instruments at end Financial instruments matured but start of year 2020 2020 Financial instruments consolidated during 2020 exercised of year 2020 Financial instruments at granted at start of year not Financial instruments at Net proft start of year 2020 2020 Financial instruments consolidated during 2020 exercised end of year 2020 from shares Net proft No. of handed over or from shares equivalent consolidated No. of handed over or No. of No. of shares / Price of the fnancial No of II) Table of changes in share-based remuneration schemes and gross profit from consolidated shares or financial instrumentsequivalent consolidated No. of equivalent No. of equivalent No. of handed consolidated instruments No. of No. of equivalent No. of No. of shares / Price of the fnancial No of Name Name of Plan instruments shares instruments shares instruments over shares (EUR thousand) instruments instruments shares No. of equivalent No. of equivalent No. of handed consolidated instruments No. of No. of equivalent 1st cycle of deferred variable remuneration Name Name of Plan instruments shares instruments shares instruments over shares (EUR thousand) instruments instruments shares plan linked to multi-year targets (2016) 108,134 108,134 — — 82,506 82,506 2.685 222 25,628 — — 1st cycle of deferred variable remuneration 2nd cycle of deferred variable remuneration plan linked to multi-year targets (2016) 216,308 216,308 — — 165,043 165,043 2.685 443 Instruments 51,265 — — Mr 107,764 107,764 — — — — — — — 107,764 107,764 Rodrigo plan linked to multi-year targets (2017) 2nd cycle of deferred variable remuneration 206,775 206,775 Financial — instruments — — — — — matured but — 206,775 206,775 Echenique 3rd cycle of deferred variable remuneration Ms Ana plan linked to multi-year targets (2017) Gordillo plan linked to multi-year targets (2018) 164,462 164,462 — — — — — — — 164,462 164,462 Botín- 3rd cycle of deferred variable remuneration Financial instruments at granted at start of year not Financial instruments at Instruments Sanz de 309,911 309,911 — — — — — — — 309,911 309,911 4th cycle of deferred variable remuneration 98,092 98,092 — — — — — — — 98,092 98,092 Sautuola plan linked to multi-year targets (2018) start of year 2020 2020 Financial instruments consolidated during 2020 exercised end of year 2020 plan linked to multi-year targets (2019) y O’Shea 4th cycle of deferred variable remuneration Financial instruments matured but plan linked to multi-year targets (2019) 319,390 319,390 — — — — — — — 319,390 319,390 5th cycle of deferred variable remuneration Net proft Financial instruments at granted at startComments of year not Financial instruments at end plan linked to multi-year targets (2020) — — 310,615 310,615 198,792 198,792 2.685 534 — 111,823 111,823 from shares After reviewing the results of the 1st cycle of the deferred variable remuneration plan linked to multi-year targets (2016), the board of directors confirmed in 2020, upon recommendation from the remunerations committee, a 76.3% achievement of the long-term metrics of thestart plan, of year and 2020the amounts of the pending2020 deliveries for eachFinancial executive instruments director, payable consolidated in February during 2020,2020 2021 andexercised 2022 in connectionof with year this 2020 plan. No. of handed over or Instruments Financial instruments matured but Financial instruments at granted at start of year equivalent consolidated not Financial instruments at start of year 2020 2020 Financial instruments consolidated during 2020 exercised end of year 2020 Net proft No. of No. of shares / Price of the fnancial No of Resposible Corporate Economic Risk managementNet proft No. of equivalent No. of equivalent No. of handed consolidated frominstruments shares No. of No. of equivalent Annual Report 2020 from shares banking governance report and financial review No. of and compliancehanded over or Contents Name Name of Plan instruments shares instruments shares instruments equivalentover shares (EURconsolidated thousand) instruments instruments shares No. of handed over or No. of No. of shares / Price of the fnancial No of No. of equivalent No. of equivalent No. of handed consolidated instruments No. of No. of equivalent Name 1st cycle of deferredName variable of Plan remuneration instruments 216,308 216,308shares instruments — shares — instruments 165,043 165,043over shares 2.685 (EUR thousand) 443 instruments 51,265 instruments — shares — equivalent consolidated plan1st cycle linked of todeferred multi-year variable targets remuneration (2016) 145,998 145,998 — — 111,396 111,396 2.685 299 34,602 — — plan linked to multi-year targets (2016) No. of No. of shares / Price of the fnancial 2nd cycle of deferred variable remuneration No of plan linked to multi-year targets (2017) 138,283 138,283 — — — — — — — 138,283 138,283 Mr José 2nd cycle of deferred variable remuneration No. of equivalent No. of equivalent No. of handed consolidated instruments No. of No. of equivalent Antonio 3rd cycle of deferred variable remuneration 206,775 206,775 — — — — — — — 206,775 206,775 II) Table of changes in share-based remuneration schemes andÁlvarezMs gr Anaoss planprofit linked from to multi-year consolidated targets (2018)(2017) shares 207,097 or financial 207,097 instruments — — — — — — — 207,097 207,097 Álvarez Name Name of Plan instruments shares instruments shares instruments over shares (EUR thousand) instruments instruments shares Instruments Botín- 4th cycle of deferred variable remuneration 213,449 213,449 — — — — — — — 213,449 213,449 Financial instruments matured but plan3rd cycle linked of todeferred multi-year variable targets remuneration (2019) Sanz de 309,911 309,911 — — — — Instruments — — — 309,911 309,911 Financial instruments at granted at start of year not Financial instruments at end 5thplan cycle linked of todeferred multi-year variable targets remuneration (2018) — — 168,715 168,715 107,976 107,976 2.685 290 — 60,739 60,739 1st cycle of deferred variable remuneration Sautuola plan linked to multi-yearFinancial targets instruments (2020) matured but start of year 2020 2020 Financial instruments consolidated during 2020 exercised of year 2020 Financial instruments at granted at start of year not Financial instruments at 108,134 108,134 — — 82,506 82,506 2.685 222 25,628 — — y O’Shea 4th cycle of deferred variable remuneration plan linked to multi-year targets (2016) Net proft start of year 2020 2020 319,390 319,390Financial instruments — consolidated — during — 2020 — —exercised — end of — year 319,3902020 319,390 from shares plan linked to multi-year targets (2019) Net proft No. of handed over or from shares Mr 2nd cycle of deferred variable remuneration equivalent consolidated 5th cycle of deferred variable remuneration — — 310,615No. of 310,615 198,792handed 198,792 over or 2.685 534 — 111,823 111,823305 306 107,764 107,764 — — No. of — — — No. of — — shares 107,764 / 107,764Price of the fnancial No of plan linked to multi-year targets (2020) equivalent consolidated Rodrigo plan linked to multi-year targets (2017) No. of equivalent No. of equivalent No. of handed consolidated instruments No. of No. of equivalent No. of No. of shares / Price of the fnancial No of Name Name of Plan instruments shares instruments shares instruments over shares (EUR thousand) instruments instruments shares No. of equivalent No. of equivalent No. of handed consolidated instruments No. of No. of equivalent Echenique 3rd cycle of deferred1st cycle variable of deferred remuneration variable remuneration Name Name of Plan instruments shares instruments shares instruments over shares (EUR thousand) instruments instruments shares Gordillo plan linked to multi-year targets 164,462 (2016) 164,462 108,134 — — 108,134 — — — — — — 82,506 — 82,506 164,462 164,462 2.685 222 25,628 — — 1st cycle of deferred variable remuneration plan linked to2nd multi-year cycle targets of deferred (2018) variable remuneration plan linked to multi-year targets (2016) 216,308 216,308 — — 165,043 165,043 2.685 443 51,265 Instruments — — Mr 107,764 107,764 — — — — — — — 107,764 107,764 Financial instruments matured but Rodrigo plan linked to multi-year targets (2017) 2nd cycle of deferred variable remuneration 206,775 206,775 — — — — — — — 206,775 206,775 Echenique4th cycle of deferred3rd cycle variable of deferred remuneration variable remuneration Ms Ana plan linked to multi-year targets (2017) Financial instruments at granted at start of year not Financial instruments at Gordillo plan linked to multi-year targets 98,092 (2018) 98,092 164,462 — — 164,462 — — — — — — — — 98,092— 98,092 — — — 164,462 164,462 Botín- 3rd cycle of deferred variable remuneration start of year 2020 2020 Financial instruments consolidated during 2020 exercised end of year 2020 plan linked to multi-year targets (2019) Sanz de 309,911 309,911 — — — — — — — 309,911 309,911 4th cycle of deferred variable remuneration 98,092 98,092 — — — — — — — 98,092 98,092 Sautuola plan linked to multi-year targets (2018) plan linked to multi-year targets (2019) y O’Shea 4th cycle of deferred variable remuneration Net proft plan linked to multi-year targets (2019) 319,390 319,390 — — — — — — from shares — 319,390 319,390 5th cycle of deferred variable remuneration No. of handed over or Comments plan linked to multi-year targets (2020) — — 310,615 310,615 198,792 198,792 2.685 equivalent 534 consolidated — 111,823 111,823 After reviewing the results of the 1st cycle of the deferred variable remunerationComments plan linked to multi-year targets (2016), the board of directors confirmed in 2020, upon recommendation from the remunerations No. of No. of shares / Price of the fnancial No of committee, a 76.3% achievement of the long-term metrics of the plan, and the amounts of the pending deliveries for each executive director, payable in February 2020, 2021 and 2022 in connection with this plan. No. of equivalent No. of equivalent No. of handed consolidatedInstruments instruments No. of No. of equivalent Name NameFinancial of Plan instrumentsinstruments shares instruments shares instruments over sharesmatured(EUR thousand) but instruments instruments shares After reviewing the results of the 1st cycle of the deferred variable remuneration plan linked to multi-year targets (2016), the board of directors confirmed in 2020, upon recommendation from the remunerations Financial instruments at granted at start of year not Financial instruments at start of year 2020 2020 Financial instruments consolidated during 2020 exercised end of year 2020 committee, a 76.3% achievement of the long-term metrics of the plan, and the amounts of the pending deliveries for each executive director, payable in February 2020, 2021 and 2022 in connection with this plan. 1st cycle of deferred variable remuneration 145,998 145,998 — — 111,396 111,396 2.685 299 34,602 — — plan linked to multi-year targets (2016) Net proft from shares 2nd cycle of deferred variable remuneration No. of handed over or plan linked to multi-year targets (2017) 138,283 138,283 equivalent — — —consolidated — — — — 138,283 138,283 Mr José No. of No. of shares / Price of the fnancial No of No. of equivalent No. of equivalent No. of handed consolidated instruments No. of No. of equivalent Name Name of Plan instrumentsAntonio shares3rd cycle of deferredinstruments variable remunerationshares 207,097instruments 207,097 over — shares — —(EUR thousand) — instruments — — instruments — 207,097shares 207,097 1st cycle of deferred variable remuneration Álvarez plan linked to multi-year targets (2018) plan linked to multi-year targets (2016) 145,998 Álvarez 145,998 — — 111,396 111,396 2.685 299 34,602 — — 4th cycle of deferred variable remuneration 2nd cycle of deferred variable remuneration 213,449 213,449 — — — — — — — 213,449 213,449 plan linked to multi-year targets (2017) 138,283 138,283plan linked to multi-year targets — (2019) — — — — — — 138,283 138,283 Mr José Antonio 3rd cycle of deferred variable remuneration 207,097 207,0975th cycle of deferred variable — remuneration — — — — — — 207,097 207,097 Álvarez plan linked to multi-year targets (2018) — — 168,715 168,715 107,976 107,976 2.685 290 — 60,739 60,739 Álvarez 4th cycle of deferred variable remuneration plan linked to multi-year targets (2020) plan linked to multi-year targets (2019) 213,449 213,449 — — — — — — — 213,449 213,449 5th cycle of deferred variable remuneration plan linked to multi-year targets (2020) — — 168,715 168,715 107,976 107,976 2.685 290 — 60,739 60,739

305 305 306

306 Responsible Corporate Economic Risk management banking governance and financial review and compliance Annual report 2020 Annual report 2020 Contents Responsible Corporate Economic Risk management Contents banking governance and financial review and compliance

III) Long-term saving systems ii) Table of changes in share/based remunerations schemes and gross profit from consolidated shares of financial instruments Remuneration from consolidation of rights Name to savings system Ms Ana Botín-Sanz de Sautuola y O’Shea 1,155 Financial Instruments instruments matured but Mr José Antonio Álvarez Álvarez 864 B. Annual allotment at start of year Financial instruments granted not Financial instruments 2020 at start of year 2020 Financial instruments consolidated during 2020 exercised at end of year 2020

Each director received the amounts for serving on the board and its committees included in theNet proft chart below for 2019 and 2020. Contribution over the year from the company (EUR thousand) from shares handed over Savings systems with Savings systems with or consolidated unconsolidated No. of Price of consolidated economic rights economic rights Amount of accumulated funds (EUR thousand) No. of equivalent the fnancial As a gesture of responsibilityNo. of inequiva view of the situationNo. created of by the healthshares emergency / consolida the boardinstruments of directors agreed on 5 May No of 2020 2019 instru lent No. of equivalent No. of handed ted (EUR No. of No. of equivalent Name Name of Plan ments shares instruments shares instruments over shares thousand) instruments instruments shares Systems with Systems with Systems with Systems with 2020 to reduce their allotments by 20% for the balance of 2020, with effect from 1 April 2020, and propose that amounts saved D. Breakdown of bylaw-stipulated emoluments consolidated unconsolidat consolidated unconsolidat 5th cycle of economic ed economic economic ed economic deferred therebyMr bevariable used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic. Name 2020 2019 2020 2019 rights rights rights rights Sergio remuneration — — 355,263 355,263 227,367 227,367 7.32 1,664 — 127,896 127,896 Rial plan linked to Ms Ana Botín-Sanz de 1,155 1,145 — — 49,444 — 48,104 — Sautuola y O’Shea multi-year Total director bylaw-stipulated emoluments and attendance fees received in 2020 amounted to EUR 4.1 million (EUR 4.9 million Accordingly,targets the (2020)applicable amounts in 2020 and 2019 were: Mr José Antonio 864 858 — — 18,082 — 17,404 — Álvarez Álvarez Mr Rodrigo Echenique iii) Long term saving systems in 2019).Gordillo This is 31% less than the —amount approved — at the general — meeting. — Each director — earned the following — amounts 13,268 for — 2020 Remuneration from consolidation of rights theseiv) Details items: of other items (Thousands of EUR) AmountName per director in euros to savings system 1 Apr to 31 Dec 1 Jan to 31 Mar Mr Sergio Rial 693 Amount 2019 Name Item remunerated Ms Ana Botín- Life and accident insurance and 584 Members of the board of directorsContribution over the year from the company (EUR thousand) 49,500 22,500 90,000 Sanz de fixed remuneration supplement Amount in euros Sautuola y insurance Savings systems with Savings systems with O’Shea consolidated unconsolidated Other remuneration 22 2020 2019 Members of the executive committeeeconomic rights economic rights 93,500Amount of accumulated42,500 funds (EUR thousand)170,000 stipulated 2020 2019 Amount Members of the audit committee Systems22,000 with Systems with10,000 Systems with Systems40,000 with Name Item remunerated Board and emoluments consolidated unconsolidat consolidated unconsolidat Mr José Antonio Life and accident insurance and Annual 1,045 allotment economic ed economic economic ed economic Álvarez Álvarez fixedNon- remuneration supplement committee and MembersName of the appointments committee2020 2019 2020 2019 13,750rights rights6,250 rights 25,000rights insurance Mr Sergio Rial 693 — — — — — — — ExecOtherexecuti remuneration 9 attendance attendance Directors utive ve BoardN EC AC ASC RC RSRCC RBSCC Total fees fees Members of the remuneration committee 13,750 6,250 25,000 b) Remuneration of the company directors for seats on the iv) Detail of other items (Thousands of EUR) boards of other group companies: Members of the risk supervision, regulation and compliance committee 22,000 10,000 40,000 Amount Remunerated Msi) Ana Remuneration Botín- in cash (Thousands of EUR) Name Item 2020 MembersMr Sergio of theRial responsible banking,Fundo de sustainability Pensão do and culture committee 174 8,250 3,750 15,000 Sanz de Sautuola — 76,500 144,500 Remuneration— — — — 12,750 233,750 55,220 288,970 333,800 Governo for membership Short-term Long-term Total Total Fixed Per diem of Board's variable variable Severance Other year year Other remuneration 7 y O’SheaName remuneration allowances committees Salary remuneration remuneration pay grounds 2020 2019 Chairman of the audit committee 38,500 17,500 70,000 Ms Homaira Akbari 184 — — — — — — — 184 — Mr Álvaro Antonio Mr CardosoJosé Antonio de Souza 310 — — — — — — 25 335 325 Chairman of the appointments committee 27,500 12,500 50,000 Mr Ramón Martín — 76,500 144,500 — — — — — 221,000 48,620 269,620 312,800 ÁlvarezChávez Álvarez Márquez 17 — — — — — — — 17 — Mr Henrique Chairman of the remuneration committee 27,500 12,500 50,000 Manuel Drummond 17 — — — — — — — 17 — Mr BorgesBruce Cirne de Castro I 326,380 144,500 — 21,250 21,250 — — 513,380 81,620 595,000 700,000 Chairman of the risk supervision, regulation and compliance committee 38,500 17,500 70,000 Carnegie-BrownMs Gina Díez 14 — — — — — — — 14 — Barroso Chairman of the responsible banking, sustainability and culture committee 27,500 12,500 50,000 MsMr Homaira Sergio Rial — — — 2,175 1,664 — — 181 4,020 — Akbari I 76,500 — 34,000 — — — 12,750 123,250 79,040 202,290 225,900 Lead director 60,500 27,500 110,000 Mr Francisco Non-executive vice chairmen 16,500 7,500 30,000 Javier Botín-Sanz N 76,500 — — — — — — 76,500 44,720 121,220 136,800307 308A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to de Sautuola y the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time A O’Shea and dedication to perform these roles. However, in line with the board of directors' decision to reduce their allotments and fees with effects from 1 April 2020 explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will Mr Álvaro Antonio be EUR 595,000. Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB C. Attendance fees Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 — Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board and committees meetings (not including the executive committee, for which no fees are set) totalled the amounts included in the Ms Sol Daurella chart below for the last two years. Comadrán I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 Mr Henrique The amounts applied until 31 March 2020 were the same as in 2019. On 5 May 2020, as a gesture of responsibility in view of the Manuel situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco Borges Cirne de D Santander to fight against the covid-19 pandemic. MsCastro Gina Díez E I 1,973 — — — — — — 1,973 2,080 4,053 — Barroso 2020 Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar Mr Luis Isasi 2019 Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Board of directors 2,080 2,600 2,600 Mr Ramiro Mato Audit committee and risk supervision, regulation and compliance committee 1,360 1,700 1,700 García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Other committees (excluding executive committee) 1,200 1,500 1,500 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 I Gordillo 242 Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

243 Annual report 2020 Annual report 2020 Contents Contents

ii) Table of changes in share/based remunerations schemes and gross profit from consolidated shares of financial instruments

Financial Instruments instruments matured but B. Annual allotment at start of year Financial instruments granted not Financial instruments 2020 at start of year 2020 Financial instruments consolidated during 2020 exercised at end of year 2020

Each director received the amounts for serving on the board and its committees included in theNet proft chart below for 2019 and 2020. from shares handed over or No. of Price of consolidated No. of equivalent the fnancial As a gesture of responsibilityNo. of inequiva view of the situationNo. created of by the healthshares emergency / consolida the boardinstruments of directors agreed on 5 May No of instru lent No. of equivalent No. of handed ted (EUR No. of No. of equivalent 2020Name to reduce Name of their Plan allotmentsments shares by 20%instruments for the balanceshares of 2020,instruments with effectover from 1shares April 2020,thousand) and proposeinstruments that amountsinstruments savedshares 5th cycle of deferred therebyMr bevariable used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic. Sergio remuneration — — 355,263 355,263 227,367 227,367 7.32 1,664 — 127,896 127,896 Rial plan linked to multi-year Accordingly,targets the (2020)applicable amounts in 2020 and 2019 were:

iii) Long term saving systems 2020 Remuneration from consolidation of rights AmountName per director in euros to savings system 1 Apr to 31 Dec 1 Jan to 31 Mar Mr Sergio Rial 693 2019

Members of the board of directorsContribution over the year from the company (EUR thousand) 49,500 22,500 90,000 Savings systems with Savings systems with consolidated unconsolidated Members of the executive committeeeconomic rights economic rights 93,500Amount of accumulated42,500 funds (EUR thousand)170,000 2020 2019 Members of the audit committee Systems22,000 with Systems with10,000 Systems with Systems40,000 with consolidated unconsolidat consolidated unconsolidat economic ed economic economic ed economic MembersName of the appointments committee2020 2019 2020 2019 13,750rights rights6,250 rights 25,000rights Mr Sergio Rial 693 — — — — — — — Members of the remuneration committee 13,750 6,250 25,000 iv) Detail of other items (Thousands of EUR) Members of the risk supervision, regulation and compliance committee 22,000 10,000 40,000 Amount Remunerated Name Item 2020 Mr Sergio Rial Fundo de Pensão do 174 Members of the responsible banking,Governo sustainability and culture committee 8,250 3,750 15,000 Chairman of the audit committeeOther remuneration 7 38,500 17,500 70,000 Chairman of the appointments committee 27,500 12,500 50,000 Chairman of the remuneration committee 27,500 12,500 50,000 Chairman of the risk supervision, regulation and compliance committee 38,500 17,500 70,000 Chairman of the responsible banking, sustainability and culture committee 27,500 12,500 50,000 Lead director 60,500 27,500 110,000 Non-executive vice chairmen 16,500 7,500 30,000

308A. Since 2015, Bruce Carnegie-Brown has been allocated EUR 700,000 in minimum total annual pay (including annual allowances and attendance fees) for services to the board and its committees, particularly as chairman of the appointments and remuneration committees and lead independent director; and for the required time and dedication to perform these roles. However, in line with the board of directors' decision to reduce their allotments and fees with effects from 1 April 2020 explained above, which is shared by Mr. Bruce Carnegie-Brown, the same reduction shall be applied to this amount. Accordingly, the amount assigned for 2020 will be EUR 595,000.

C. Attendance fees Pursuant to resolutions approved by the board on the remuneration committee’s recommendations, attendance fees for board and committees meetings (not including the executive committee, for which no fees are set) totalled the amounts included in the chart below for the last two years.

The amounts applied until 31 March 2020 were the same as in 2019. On 5 May 2020, as a gesture of responsibility in view of the situation created by the health emergency, the board of directors agreed to reduce their attendance fees by 20% for the balance of 2020, with effect from 1 April 2020, and propose that the amounts saved thereby be used to finance the initiatives of Banco Santander to fight against the covid-19 pandemic.

2020

Attendance fees per director per meeting in euros 1 Apr to 31 Dec 1 Jan to 31 Mar 2019

Board of directors 2,080 2,600 2,600

Audit committee and risk supervision, regulation and compliance committee 1,360 1,700 1,700

Other committees (excluding executive committee) 1,200 1,500 1,500

242 Responsible Corporate Economic Risk management banking governance and financial review and compliance Responsible Corporate Economic Risk management banking governance and financial review and compliance c) Summary of remuneration (Thousands of EUR) The summary should include the amounts corresponding to all the items of remuneration included in this report that have been accrued by the director, in thousand euros.

Remuneration accrued in the company Remuneration accrued in group companies

Gross profit Contribut Gross profit Contribut on ions to on ions to Total consolidated the long- Remunerat consolidated the long- Remuner cash shares or term ion for Total cash shares or term ation for remuner financial savings other remunera financial savings other Total Total Name ation1 instruments1 plan items Total 2020 Total 2019 tion instruments plan items 2020 2019 Ms Ana Botín-Sanz de Sautuola y O’Shea 5,352 977 1,155 606 8,090 9,954 — — — — — — Mr José Antonio Álvarez Álvarez 4,370 589 864 1,054 6,877 8,270 — — — — — — Mr Bruce Carnegie-Brown 595 — — — 595 700 — — — — — — D. BreakdownMs Homaira Akbari of bylaw-stipulated 202 emoluments — — — 202 226 184 — — — 184 — Mr Francisco Javier Botín-Sanz de Sautuola y O’Shea 122 — — — 122 137 — — — — — — TotalMr Álvaro director Antonio bylaw-stipulated Cardoso de Souza emoluments 243 and — attendance — —fees received 243 in 2762020 amounted 335 to EUR — 4.1 — million — (EUR 3354.9 million 325 Mr Ramón Martín Chávez Márquez 37 — — — 37 — 17 — — — 17 — inMs 2019). Sol Daurella This Comadrán is 31% less than the 214amount approved — —at the general — meeting. 214 240Each director — earned — the following — — amounts — for — Mr Henrique Manuel Drummond Borges Cirne de Castro 217 — — — 217 86 17 — — — 17 — theseMs Gina items: Díez Barroso 4 — — — 4 — 14 — — — 14 — Mr Luis Isasi Fernández de Bobadilla 943 — — — 943 — — — — — — —

Mr Ramiro Mato García-Ansorena 430 — — — 430 500 — — — — — — Mr Sergio Rial 63 — — — 63 Amount — in euros 4,020 1,664 693 181 6,558 — Ms Belén Romana García 417 — — — 417 525 — — — — — — Mrs Pamela Ann Walkden 214 — — — 214 2020 34 — — — —stipulated — 2019 — Mr Rodrigo Echenique Gordillo 2,369 222 — 4 2,595 4,874 — — — — — — Mr Ignacio Benjumea Cabeza de Board and emoluments Vaca 275 — — Annual — allotment 275 524 — — Mr Guillermo de la Dehesa RomeroNon- 108 — — — 108 399 — committee and — Ms Esther Giménez-Salinas i Colomer Exec executi 191 — — — 191 228 — attendance attendance — N DirectorsMr Carlos Fernándezutive González ve Board — EC — —AC ASC — RC — RSRCC 214 RBSCC — Total — —fees — fees — — Total 16,366 1,788 2,019 1,664 21,837 27,187 4,587 1,664 693 181 7,125 325

Ms Ana Botín- Comments 1. Includes deferred amounts from the 2016 deferred and conditional variable remuneration plan subject to long term metrics for Ana Botín, JoséSanz deAntonio Sautuola Álvarez and Rodrigo— Echenique,76,500 144,500 of which only —a third was— paid in— 2020. — 12,750 233,750 55,220 288,970 333,800 y O’Shea This annual report on remuneration has been approved by the board of directors of the company, at its meeting on 22 FebruaryMr José Antonio 2021 . — 76,500 144,500 — — — — — 221,000 48,620 269,620 312,800 StateÁlvarez if Álvarez any directors have voted against or abstained from approving this report. YesMr Bruce o No þ Carnegie-Brown I 326,380 144,500 — 21,250 21,250 — — 513,380 81,620 595,000 700,000 Ms Homaira Akbari I 76,500 — 34,000 — — — 12,750 123,250 79,040 202,290 225,900 Mr Francisco

Javier Botín-Sanz 309 de Sautuola y N 76,500 — — — — — — 76,500 44,720 121,220 136,800 O’SheaA Mr Álvaro Antonio Cardoso de I 136,000 — — — — 34,000 12,750 182,750 60,420 243,170 275,500 SouzaB Mr Ramón Martín Chávez MárquezC I 8,086 — — 548 5,269 8,430 — 22,333 15,120 37,453 —

Ms Sol Daurella I 76,500 — — 21,250 21,250 — 12,750 131,750 81,920 213,670 239,700 ComadránMr Henrique Manuel Drummond I 76,500 — 34,000 — 21,250 — — 131,750 85,040 216,790 86,746 Borges Cirne de D MsCastro Gina Díez BarrosoE I 1,973 — — — — — — 1,973 2,080 4,053 — Mr Luis Isasi Fernández de N 44,389 83,847 — — 12,361 19,790 — 160,387 42,640 203,027 — BobadillaF Mr Ramiro Mato García-Ansorena I 119,000 144,500 34,000 — — 34,000 12,750 344,250 86,160 430,410 500,300 Mr Sergio RialG — 42,000 — — — — — — 42,000 20,800 62,800 — Ms Belén Romana García I 98,044 144,500 34,000 — — 34,000 12,750 323,294 93,980 417,274 524,600 Mrs Pamela Ann WalkdenH I 114,454 — 34,000 — — — — 148,454 66,140 214,594 33,915 Mr Rodrigo Echenique N 74,724 — — 20,757 — — — 95,481 60,020 155,501 219,134 GordilloI Mr Ignacio Benjumea Cabeza N 34,500 65,167 — — 9,583 15,333 5,750 130,333 43,140 173,473 432,700 de VacaJ Mr Guillermo de la Dehesa N 23,100 43,633 — 6,417 6,417 — — 79,567 28,180 107,747 398,800 RomeroK Ms Esther Giménez-Salinas i I 63,532 — — 17,648 — 28,236 10,589 120,005 71,400 191,405 228,768 ColomerL Mr Carlos Fernández I — — — — — — — — — — 213,249 GonzálezM Total 1,545,182 915,147 170,000 87,870 97,380 173,789 92,839 3,082,207 1,066,260 4,148,467 4,862,712

A. All amounts received were reimbursed to Fundación Botín. B. Director since 1 April 2018. C. Director since 27 October 2020. D. Director since 17 July 2019. E. Director since 22 December 2020. F. Director since 19 May 2020 G. Executive director since 30 May 2020 H. Director since 29 October 2019. I. Stepped down as executive director on 30 April 2019. Non-executive director from 1 May 2019 to 22 December 2020 J. Stepped down as director on 5 May 2020. K. Stepped down as director on 3 April 2020. L. Stepped down as director on 27 October 2020 M. Stepped down as director on 28 October 2019 N Includes emoluments for chairing committees and other roles. P: Proprietary I: Independent N: Non-external (neither proprietary nor independent). EC: Executive committee AC: Audit committee ASC: Appointments committee RC: Remuneration committee RSRCC: Risk supervision, regulation and compliance committee. RBSCC: Responsible Banking, sustainability and culture committee.

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