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Electronic shareholders' forum

Banco Santander, S.A. (the “Bank”) has made available an Electronic Shareholders’ Forum (the “Forum”) for the sole purpose of facilitating communication among shareholders on occasion of the call notice for the general shareholders’ meeting and until the start of the meeting.

You may access the Forum through the following link (access is not available through mobile devices).

Purpose and scope of the Forum

Pursuant to the provisions of section 539.2 of the Spanish Companies Act, the following messages may be sent through the Forum:

  • Proposals intended to be submitted, where appropriate, as a supplement to the agenda included in the call notice for the general meeting or, as the case may be, in relation to items included on the agenda.
  • Requests for adherence to such proposals.
  • Initiatives to reach the percentage required to exercise a minority right as contemplated by Law.
  • Voluntary proxy offers or solicitations.

Only messages that meet these purposes will be posted in the Forum, and only if they have been submitted within the deadlines and under the terms and conditions established by Law.

Access to and use of the Forum

Access to and use of the Forum is reserved exclusively to the individual shareholders of the Company and to voluntary associations of shareholders that are validly organized and registered with the special registry maintained for such purpose at the National Securities Market Commission (Comisión Nacional del Mercado de Valores). Such associations, even if they do not have an interest in the capital of the Bank, may send offers or solicitations for voluntary representation for posting in the Forum.

In order to access the Forum, individual shareholders and voluntary associations of shareholders must be registered as Forum users through the General Shareholders’ Meeting Platform (the “Platform”), accessible on the corporate website (www.santander.com), through the ‘Annual General Meeting’ section, or through the internet address www.juntasantander.com (access is not available through mobile devices). For this purpose, shareholders must have active access credentials for the Platform, which may be obtained by previously entering into one of the following agreements:

  • Consumer Digital Banking Contract (Contrato de Banca Digital de Particulares): shareholders who are individuals and who already have Santander Online Banking Credentials may use them to access the Platform and, through it, the Forum. If the individual shareholder is a customer of the Bank and does not yet have such credentials, they may obtain them by entering into this agreement through Online Banking (Banca Online) (through the route “Customer Access – Individuals –Start new registration” (“Acceso clientes – Particulares – Inicia nueva alta”)) or by contacting their branch.
  • Contract to Participate in the General Shareholders’ Meeting (Contrato para Participar en Junta): shareholders who are individuals and do not have Santander Online Banking Credentials and, in any event, legal entities and representatives who are not shareholders, must sign this agreement for the sole purpose of accessing the Platform and, through it, the Forum. To do so, shareholders must access the “Request credentials” section of the Platform and follow the instructions provided. To complete the process, they must sign the agreement:

- in the Platform, through one of these options:

· by selecting the “automatic online identification” mode, for which no electronic certificate is required; or

· with a CERES electronic certificate issued by the Royal Spanish Mint "Real Casa de la Moneda - Fábrica Nacional de Moneda y Timbre (RCM -FNMT)” or with an electronic Spanish identity card (“DNI”), neither of these options being available through mobile devices; or

- in person, at one of Banco Santander’s branches. This method must be used in all cases by legal entities

Shareholders that are not resident in Spain or have any specific characteristics, shall contact the Bank through junta.accionistas@santander.com or the Shareholder helpline (+34) 91 276 92 90.

For more information, please consult the rules of operation of the Forum.