Banco Santander Regulatory News (BNC)

Agenda for the 2022 AGM

1 Annual accounts and corporate management.

1 A Annual accounts and directors' reports of Banco Santander, S.A. and of its consolidated group for 2021.

1 B Consolidated statement of non-financial information for 2021, which is part of the consolidated directors' report.

1 C Corporate management for 2021.

2 Application of results obtained during 2021.

3 Board of directors: appointment, re-election or ratification of directors.

3 A Setting of the number of directors.

3 B Appointment of Mr Germán de la Fuente.

3 C Re-election of Mr Henrique de Castro.

3 D Re-election of Mr José Antonio Álvarez.

3 E Re-election of Ms Belén Romana.

3 F Re-election of Mr Luis Isasi.

3 G Re-election of Mr Sergio Rial.

4 Re-election of the external auditor for financial year 2022.

5 Amendments of the Bylaws.

5 A Amendment of Articles 6 (form of the shares) and 12 (transfer of shares).

5 B Amendment of Article 16 (capital reduction).

5 C Amendment of Article 19 (issuance of other securities).

5 D Amendment of Article 26 (right to attend the meeting).

5 E Amendment of Articles 45 (secretary of the board) and 29 (presiding committee of the general shareholders' meeting).

5 F Amendment of Article 48 (executive chair).

5 G Amendment of Article 52 (audit committee).

5 H Amendment of articles relating to remuneration matters: Article 58 (compensation of directors), Article 59 (approval of the director remuneration policy) and Article 59 bis (transparency of the director compensation system).

5 I Insertion of a new Article 64 bis (prior authorisation for the payment of dividends other than in cash or own funds instruments).

6 Amendments of the Rules and Regulations for the General Shareholders' Meeting.

6 A Amendment of Article 6 (information available as of the date of the call to meeting).

6 B Amendment of Article 13 (presiding committee of the general shareholders' meeting).

6 C Amendment of articles relating to remote attendance at the meeting by electronic means: elimination of the Additional Provision (attendance at the shareholders' meeting by distance means of communication in real time), insertion of a new Article 15 bis (remote shareholders' meeting) and amendment of Article 19 (proposals).

6 D Amendment of Article 17 (presentations).

7 Share capital.

7 A Authorisation to the board of directors to increase the share capital on one or more occasions and at any time, within a period of 3 years, by means of cash contributions and by a maximum nominal amount of €4,335,160,325.50. Delegation of the power to exclude pre-emptive rights.

7 B Reduction in share capital in the amount of €129,965,136.50, through the cancellation of 259,930,273 own shares. Delegation of powers.

7 C Reduction in share capital in the maximum amount of € 865,000,000, through the cancellation of a maximum of 1,730,000,000 own shares. Delegation of powers.

7 D Reduction in share capital in the maximum amount of €867,032,065, equivalent to 10% of the share capital, through the cancellation of a maximum of 1,734,064,130 own shares. Delegation of powers.

8 Remuneration.

8 A Directors' remuneration policy.

8 B Setting of the maximum amount of annual remuneration to be paid to all the directors in their capacity as such.

8 C 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.

8 D Deferred Multiyear Objectives Variable Remuneration Plan.

8 E Application of the Group's buy-out regulations.

8 F Annual directors' remuneration report (consultative vote).

9 Authorisation to the board and grant of powers for conversion into public instrument.