BANCO SANTANDER, S.A. INFORMATION ON CORPORATE GOVERNANCE AND REMUNERATION 2018 2018 corporate governance report 2018 annual remuneration report 2018 activities reports of the audit, appointments, remuneration and risk supervision, regulation and compliance of the board of directors On 12 June 2018, the Spanish National Securities Market Commission (CNMV), by virtue of Circular 2/2018, approved new formats for the annual corporate governance and remuneration reports required for listed Spanish companies and, more importantly, allowed companies to draft their reports in a free format. Banco Santander, S.A. (“Santander”) has opted to use such possibility for both the 2018 corporate governance report and the 2018 annual remuneration report. Specifically, the contents of those reports are provided in the corporate governance chapter of the consolidated directors’ report of Santander for financial year 2018 which is available in the corporate website of Santander (www.santander.com). The referred corporate governance chapter of the consolidated directors’ also includes the 2018 activities reports of the audit, appointments, remuneration and risk supervision, regulation and compliance of the board of directors. For ease of reference the above mentioned corporate governance chapter of the consolidated directors’ report of Santander for financial year 2018 is attached. Please note that the document is a chapter of a wider report and, therefore, must always be read in conjunction with the full report, including the important information contained in the backcover, index and pages 2 and 3 of the full report. Please also note that links to other parts of the full 2018 report, including the glosary, will not work. The relevant references to find within the attached chapter the above mentioned information are the following: 2018 corporate governance report Corporate governance chapter as a whole 2018 annual remuneration report Sections 6 (excluding section 6.6), 9.4 and 9.5 2018 activities reports of the audit, Sections 4.4, 4.5, 4.6 and 4.7, respectively. appointments, remuneration and risk supervision, regulation and compliance of the board of directors Corporate governance 1 Overview of corporate governance in 2018 108 6 Remuneration 172 Redesigned corporate governance report 108 6.1 Principles of the remuneration policy 172 1.1 Refreshing the board 108 6.2 Remuneration of directors for the performance of supervisory and collective 1.2 New responsible banking, sustainability decision-making duties: policy applied and culture committee 109 in 2018 173 1.3 Achieving our 2018 priorities 109 6.3 Remuneration of directors for the performance of executive duties 175 1.4 Continued improvement in corporate governance 110 6.4 Directors remuneration policy for 2019, 1.5 Priorities for 2019 111 2020 and 2021 that is submitted to a binding vote of the shareholders 186 2 Ownership structure 112 6.5 Preparatory work and decision-making 2.1 Share capital 112 process with a description of the 2.2 Authority to increase capital 112 participation of the remuneration committee 192 2.3 Significant shareholders 113 6.6 Remuneration of non-director members of senior management 193 2.4 Shareholders’ agreements 114 6.7 Prudentially significant disclosures document 194 2.5 Treasury shares 114 7 Group structure and internal governance 196 2.6 Stock market information 115 7.1 Corporate Centre 196 3 Shareholders. Engagement and shareholders meeting 116 7.2 Internal governance of the Group 196 3.1 Shareholder engagement 116 8 Internal control over financial reporting (ICFR) 198 3.2 Shareholder rights 117 8.1 Control environment 198 3.3 Dividend policy 119 8.2 Risk assessment in financial reporting 200 3.4 2018 AGM 120 8.3 Control activities 201 3.5 Our coming 2019 AGM 122 8.4 Information and communication 202 4 Board of directors 124 8.5 Monitoring 204 4.1 Our directors 126 8.6 External auditor report 205 4.2 Board composition 132 9 Other corporate governance information 208 4.3 Board functioning and effectiveness 140 9.1 Reconciliation to CNMV’s corporate governance report model 208 4.4 Audit committee activities in 2018 151 9.2 Statistical information on corporate 4.5 Appointments committee activities in 2018 156 governance required by CNMV 211 4.6 Remuneration committee activities in 2018 159 9.3 Cross-reference table for comply or explain in corporate governance recommendations 230 4.7 Risk supervision, regulation and compliance committee activities in 2018 162 9.4 Reconciliation to CNMV’s remuneration report model 231 4.8 Related-party transactions and conflicts of interest 167 9.5 Statistical information on remuneration required by CNMV 232 5 Management team 169 9.6 Other information of interest 239 106 2018 Annual Report Responsible Corporate Economic Risk banking governance and financial review management 107 1. Overview of corporate governance in 2018 Redesigned corporate governance report 'Directors remuneration policy for 2019, 2020 and 2021 that is On 12 June 2018, the Spanish National Securities Market submitted to a binding vote of the shareholders' at our 2019 Commission (CNMV) approved new formats for the annual AGM). These were published previously separately but there corporate governance and remuneration reports required for was significant overlap with the corporate governance report. listed Spanish companies and, more importantly, allowed companies to draft their reports in a free format. • Therefore, we now publish in a single document the content that was previously included in at least five documents This welcome regulatory flexibility, together with the fresh covering the same subject matter. look that we have given to this 2018 consolidated directors' report (see introduction to this report on page 2) has led It is important to point out that the new format does not imply to a new approach being adopted for the 2018 corporate a reduction in the information we provide. It simply presents it governance report which now consists in this chapter in the in a more rational and organised manner. To achieve this, the consolidated directors' report. 2018 corporate governance report does not fully diverge from its previous format: Key to understanding the changes: • Section 9.1 'Reconciliation to CNMV’s corporate governance • In this 2018 corporate governance report, we have opted to report model' and section 9.4 'Reconciliation to CNMV’s follow a free format. remuneration report model' include cross references to where information can be found in this chapter or • This has allowed us in this 2018 corporate governance report elsewhere in this annual report for each section of the to merge (1) the summary content that we typically included corporate governance and remuneration reports in CNMV's in the annual report and (2) the legally required content for prescribed format. the corporate governance report proper. • Moreover, we have traditionally filled in the 'comply or • With the purpose of providing a holistic view of our corporate explain' section for all recommendations in the Spanish governance practices in one single document, we have also Corporate Governance Code for Listed Companies to establish included in this 2018 report the content that was previously where we comply and also the few instances where we do set out in the reports on the activities of our board of directors’ not comply or we comply partially. Therefore, have included committees (see sections 4.4 to 4.7). in section 9.3 'Cross-reference table for comply or explain in corporate governance recommendations' a chart with cross- • This year’s report also includes (1) the annual report on references showing where the information supporting each directors’ remuneration that we are required to prepare response can be found in this 2018 corporate governance and submit to a non-binding vote at our annual general chapter or elsewhere in this consolidated directors´report. shareholders’ meeting (AGM), (see section 6 'Remuneration') and, (2) our directors’ remuneration policy, (see section 6.4 1.1 Refreshing the board Mr Álvaro Cardoso de Souza strengthens the international Continued board composition improvement diversity of the board and brings to it his strong industry Throughout 2018, we continued to refresh and strengthen our experience, which also reinforces the overall risk management board, reflecting our strong commitment to ensuring balance and and accounting skills within the board. This experience was diversity. The main board changes were as follows: acquired in an international environment considered strategic for our Group, as he has held different executive positions at Citibank Mr Álvaro Cardoso de Souza was appointed as an independent and several listed companies in Brazil. director at our 2018 AGM. He filled the vacancy left by executive director Mr Matías Rodríguez Inciarte. • Mr Henrique de Castro has been proposed by the board of directors for election at our 2019 AGM as new independent director to fill the vacancy left by Mr Juan Miguel Villar Mir on 1 January 2019. 108 2018 Annual Report Responsible Corporate Economic Risk banking governance and financial review management Overview of corporate governance in 2018 Mr Henrique de Castro brings to the board his sound experience chairman, left the committee on 1 January 2019, following a in the technological and digital industry along with significant suitable transition period. Mr Guillermo de la Dehesa left the experience in the US market, which he has acquired through top committee on 1 July 2018. positions