The board of directors of Banco Santander, S.A., (hereinafter, “the Bank”), in accordance with the Good Governance Code of Listed Companies, has approved this policy on communication and contact with shareholders, institutional investors and proxy advisors, in order to formalise the general principles that will govern the communication and contact between the Bank and its shareholders, institutional investors and proxy advisors; and set out the main channels and procedures to enhance the way in which the Bank serves and interacts with them.

The Bank’s board of directors promotes the communication and contact with shareholders, institutional investors and proxy advisors, with utmost respect for the regulations against market abuse and putting in place the appropriate mechanisms for the regular exchange of information with institutional investors with shareholdings in the Bank and with proxy advisors, in accordance with the following principles:

• Protection of the interests of shareholders.
• Transparency and immediacy when releasing information, so that it may be truthful, clear, concise and does not lead to error or confusion.
• Equal treatment of all shareholders.
• Compliance with the legislation in force, the Bank’s internal rules and good corporate governance regulations.
• Relationships and involvement of the board of directors with shareholders and institutional investors (engagement):
  
  - The Bank encourages meetings in which shareholders and investors are updated on the performance of the Bank and its Group, with support from the lead director, other directors and/or any members of senior management it deems appropriate. As a result of these meetings, shareholders and investors will never be provided information that could afford them a privileged or advantageous position with regard to other shareholders.
  
  - The lead director maintains contact with investors and shareholders to know their points of view in order to form an opinion about their concerns, particularly in relation to the Bank’s corporate governance.
  
  - In order to enhance investor relations and keep the market informed, the Bank will carry out any other initiatives it deems appropriate, such as organising events such as meetings or “road shows” or “Investors Day” with the participation of directors and senior management.
  
  - The functions of the risk supervision, regulation and compliance committee include the supervision of the strategy for communication and relations with shareholders and investors, and the supervision and assessment of processes to engage the various stakeholders.

As per the principles of transparency, equal treatment and protection of the interests of shareholders on which this policy is based, and within the framework for the new Simple, Personal and Fair culture, the Bank provides shareholders and investors with information and communication channels that are described in this section.

The Bank’s general communication policy provides that the Bank must adequately inform, communicate with and serve its shareholders and investors. The Shareholder and Investor Relations Area is in charge of, and responsible for communication in this respect. Therefore, any contact with shareholders, investors, analysts and markets must be channelled through this Area, which will approve and coordinate any spoken or written communication that is intended to be made.

More specifically:

• Institutional investors: managers that act on the behalf of legal entities that professionally and institutionally engage in fixed income and equity security investments.
• Rating agencies: entities that analyse and rate the financial risk of certain companies and institutions.
• Financial analysis: analysts specialised in financial markets who can influence the decision-making processes of investors with regard to their investments.

For information to be adequately released, the Bank may:

1. put in place common guidelines and criteria for taking action, based on relevant regulations and the requirements of supervisory and regulatory bodies.
2. approve the public information to be released to public bodies that provide information to markets and supervisors, prior to its release.

In any event, communication with investors, analysts and markets may not take place during the periods prior to the publication of the financial statements of the Group or any subsidiary that is subject to securities market regulations; and will be carried out in accordance with the guidelines and steps set out by the Bank’s compliance and conduct function.

3.1. CORPORATE WEBSITE 

Pursuant to the Law, the Bylaws and the Rules and Regulations of the Board of Directors, the Bank’s main official communication channel for shareholders, institutional investors and markets is its website (www.santander.com), through which all information of interest is channelled. This website is constantly updated, thus allowing for immediate publication and future access to content, so that transparency may be the most important value that defines the Bank’s relationship with markets and the general public.

Under the section “Shareholders and Investors” on the main menu of its website, the Bank publishes all legally required information and other potentially important information in order to foster the highest level of transparency with its shareholders, institutional investors and the general market, and sustain the shareholders’ right to attend, be informed and participate in the general shareholders’ meeting. Accordingly, one can find the Bank’s economic and financial information, reports on Santander share price performance, matters concerning the remuneration policy for shareholders and investors, information on general shareholders’ meetings and corporate governance and other relevant information.

Furthermore, this section publishes Frequently Asked Questions and contact information shareholders and investors have for submitting their queries or suggestions.

Lastly, the website fulfils required accessibility criteria, and information is given in Spanish and English whenever possible.

3.2. SPANISH NATIONAL SECURITIES MARKET COMMISSION (CNMV) AND OTHER OFFICAL BODIES

On the CNMV website and channels set up by other foreign supervisory authorities and bodies, the Bank provides and publishes important information in accordance with current legislation.

3.3. CONTACT CHANNELS OF THE SHAREHOLDER AND INVESTOR RELATIONS AREA

The Shareholder and Investor Relations Area offers several contact channels, so that shareholders and investors may submit any queries or suggestions as well as proposals concerning the Bank’s activity or management.

Shareholders are provided with a helpline (+34 91 276 92 90), an email address (accionistas@santander.com) and a postal address (Ciudad Grupo Santander - Avda. Cantabria s/n 28660 Boadilla del Monte – Madrid).

Institutional investors may also submit their queries and suggestions through our telephone assistance service (+34 91 259 65 14), an email address (accionistas@santander.com) and a mailing address (Ciudad Grupo Santander - Avda. Cantabria s/n 28660 Boadilla del Monte – Madrid).

The Shareholders and Investors Relations Area gives priority to the corporate interest and respects the law and the Bank’s regulations for corporate governance. Therefore, it responds to the queries and requests submitted by any shareholders and investors who contact it through any of the assistance channels described above.

3.4. SOCIAL NETWORKS 

Social networks are another channel that may be used systematically when communicating with shareholders and investors. The Bank’s official corporate profiles on Twitter, LinkedIn and Slideshare provide regular posts containing the Bank’s official information for investors and shareholders, and aim to have these profiles be the official channels to inform in real time about important events for the organisation, such as the general shareholders’ meetings, quarterly results presentations and international conferences; and provide highly useful supplementary materials such as official documents, photographs and videos. The Shareholder and Investor Relations Area, when carrying out its functions, may develop specific strategies to interact with and assist shareholders and investors with profiles on specialised social networks.

3.5. QUARTERLY SHAREHOLDER REPORT

This quarterly publication, merely for information purposes, is available on the corporate website. It is meant to provide information about the Santander share price, shareholder remuneration, earnings, shareholder structure, capital and benefits for shareholders. Moreover, it contains the latest corporate news/initiatives, in addition to any information that may be published on the websites of the CNMV and/or other official bodies when necessary.

3.6. OTHER REGULAR INFORMATION SERVICES

Shareholders are provided with an information service through which they may receive email notices about the Bank’s material facts, periodic reports and other information of interest by signing up on the corporate website or via email, the shareholder helpline or by post.

3.7. ALERT SERVICES 

The Bank offers shareholders an SMS messaging service with information deemed to be of their interest (results presentation, general shareholders’ meeting, etc.).

3.8. YO SOY ACCIONISTA (“I AM A SHAREHOLDER”)

To promote shareholder engagement with the Bank, there is a specific website called "Yo Soy Accionista" (www.yosoyaccionista.santander.com), where shareholders can access information about Banco Santander shareholder-related benefits and promotions for both products and services of the Bank as well as several third-party suppliers.

This website has its own email address (yosoyaccionista@santander.com) so shareholders may submit their concerns or suggestions about the website and advertised benefits and promotions.

3.9. SANTANDER SHAREHOLDERS AND INVESTORS APPLICATION (APP)

The Bank provides shareholders and investors with a specific app that contains thorough information about the Group. The app may be downloaded for free from the App Store and Google Play and accessed on mobile devices or tablets that are compatible with major operating systems.

3.10. INVESTOR DAY

Within this policy’s framework, the Bank organises, without a pre-set frequency, meetings with institutional investors and analysts either under the name of “Investor Day” or otherwise, so as to explain the Bank’s strategy and main aggregates to them.

Whenever an Investor Day is to be held, all documents with reference to it will be posted on the corporate website.

Proxy advisors are entities that provide investors (mostly institutional investors) with consulting services regarding voting rights that correspond to owning shares in listed companies. The General Secretariat and the Shareholder and Investor Relations Area interact with proxy advisors in order to answer their queries regarding any proposed resolution submitted for approval at the General Shareholders’ Meeting by providing them with the explanations they deem appropriate and information about the Bank for them to make their recommendations.

The Board of Directors fosters shareholders’ informed and responsible participation in the general shareholders’ meeting, and takes the necessary measures to ensure that shareholders participate in accordance with the Law and the Bank’s regulations on corporate governance.

When a General Shareholders’ Meeting is convened, the Bank may utilise the services of financial agencies, entities and intermediaries to better distribute information between its shareholders and institutional investors.

Furthermore, shareholders have a specific email mailbox to which they may submit all their suggestions and requests with regard to the General Shareholders’ Meeting. They will also be provided with the usual channels to contact the Shareholder and Investor Relations Area.

Shareholder and Investor Relations Area representatives will resolve any queries posed by meeting attendees; and serve and provide information to anyone who wishes to speak, with a specific place in the venue were the meeting is held to do so. Meeting attendees will have an agenda for the meeting.

Shareholders with the right to attend may be represented and exercise their vote through means of remote communication (by post and electronically) and before the meeting is held, as provided for under the Company Bylaws, the Rules and Regulations for the General Shareholders’ Meeting and the terms and conditions set out under the “General Shareholders’ Meeting” section of the Bank’s corporate website (www.santander.com). Shareholders may also attend meetings in person or remotely by using the electronic application enabled for this purpose.

Shareholders will also have an electronic forum.

The owner of this policy is the board of directors of Banco Santander, S.A. It was approved at its meeting on 12 February 2016 and will be subject to regular review.

Any important amendment hereto must be approved by the board of directors.

Composition

The executive committee consists of seven directors, five of them are external directors, the majority being independent, and two are executive directors.

Chairman

Ms. Ana Botín-Sanz de Sautuola y O'Shea. Executive chairman. She joined the committee in 1989 and chairs it since 2014.

Members

Mr. Bruce Carnegie-Brown. External director (independent). He joined the committee in 2015.

Mr. Guillermo de la Dehesa Romero. External director (neither proprietary nor independent). He joined the committee in 2002.

Mr. José Antonio Álvarez Álvarez. Executive director. He joined the committee in 2015.

Mr. Ignacio Benjumea Cabeza de Vaca. External director (neither proprietary nor independent). He joined the committee in 2015.

Mr. Ramiro Mato García-Ansorena. External director (independent). He joined the committee in 2017.

Ms. Belén Romana García. External director (independent). She joined the committee in 2018.

Secretary

Mr. Jaime Pérez Renovales

Functions

The executive committee is regulated in article 51 of the Bylaws and in article 16 of the Rules and Regulations of the Board of Directors. It has delegated all the powers of the board of directors, except those which may not be legally delegated or the ones that cannot be delegated under the provisions of the Bylaws or the Rules and Regulations of the Board.

Composition

The audit committee consists of four independent directors. All of them have been appointed by the board of directors taking into account their knowledge, qualifications and experience in the areas of finance, accounting, auditing, internal control, information technology, business or risk management.

Chairman

Ms. Belén Romana García. External director (independent). She joined the committee in 2015 and chairs it since April 2016.

Members

Ms. Homaira Akbari. External director (independent). She joined the committee in 2017.

Mr. Henrique Castro. External director (independent). He joined the committee in 2019.

Mr. Ramiro Mato García-Ansorena. External director (independent). He joined the committee in 2017.

Ms. Pamela Ann Walkden. External director (independent). She joined the committee in 2019.

Secretary

Mr. Jaime Pérez Renovales

Functions

The functions of the audit committee are described in article 52 of the Bylaws and are developed in greater detail in article 17 of the Rules and Regulations of the Board of Directors.

Composition

The appointments committee consists of five external directors, its chairman and the majority of its members being independent. All of them have been appointed by the board of directors taking into account their’ knowledge, qualifications and experience in the areas for which the committee is responsible.

Chairman

Mr. Bruce Carnegie-Brown. External director (independent). He joined the committee and chairs it since 2015.

Members

Mr. Guillermo de la Dehesa Romero. External director (neither proprietary nor independent). He joined the committee in 2014.

Ms. Sol Daurella Comadrán. External director (independent). She joined the committee in 2015.

Mr. Rodrigo Echenique Gordillo. External director (neither proprietary nor independent). He joined the committee in 2019.

Ms. Esther Giménez-Salinas i Colomer. External director (independent). She joined the committee in 2019.

Secretary

Mr. Jaime Pérez Renovales

Functions

The functions of the appointments committee are described in article 53 of the Bylaws and are developed in greater detail in article 18 of the Rules and Regulations of the Board of Directors.

Composition

The remuneration committee consists of five external directors, its chairman and the majority of its members being independent. All of them have been appointed by the board of directors taking into account their’ knowledge, qualifications and experience in the areas for which the committee is responsible.

Chairman

Mr. Bruce Carnegie-Brown. External director (independent). He joined the committee and chairs it since 2015.

Members

Mr. Guillermo de la Dehesa Romero. External director (neither proprietary nor independent). He joined the committee in 2014.

Mr. Ignacio Benjumea Cabeza de Vaca. External director (neither proprietary nor independent). He joined the committee in 2015.

Ms. Sol Daurella Comadrán. External director (independent). She joined the committee in 2015.

Mr. Henrique de Castro. External director (independent). He joined the committee in 2019.

Secretary

Mr. Jaime Pérez Renovales

Functions

The functions of the remuneration committee are described in article 54 of the Bylaws and are developed in greater detail in article 19 of the Rules and Regulations of the Board of Directors.

Composition

The risk supervision, regulation and compliance committee consists of five external directors, its chairman and the majority of its members being independent. All of them have been appointed by the board of directors taking into account their’ knowledge, qualifications and experience in the areas for which the committee is responsible.

Chairman

Mr. Álvaro Antonio Cardoso de Souza. External director (independent). He joined the committee in 2018.

Members

Mr. Ignacio Benjumea Cabeza de Vaca. External director (neither proprietary nor independent). He joined the committee in 2015.

Ms. Esther Giménez-Salinas i Colomer. External director (independent). She joined the committee in 2017.

Mr. Ramiro Mato García-Ansorena. External director (independent). He joined the committee in 2017.

Ms. Belén Romana García. External director (independent). She joined the committee in 2016.

Secretary

Mr. Jaime Pérez Renovales

Functions

The functions of the risk supervision, regulation and compliance committee are described in article 54 bis of the Bylaws and are developed in greater detail in article 20 of the Rules and Regulations of the Board of Directors.

Composition

The innovation and technology committee consists of seven directors, five of them are external directors, the majority being independent, and two are executive directors. All of them have been appointed by the board of directors taking into account their knowledge, qualifications and experience in the areas for which the committee is responsible.

Chairman

Ms. Ana Botín-Sanz de Sautuola y O'Shea. Executive chairman. She joined the committee in 2004 and chairs it since 2014.

Members

Ms. Homaira Akbari. External director (independent). She joined the committee in 2016.

Mr. José Antonio Álvarez Álvarez. Executive director. He joined the committee in 2015.

Mr. Ignacio Benjumea Cabeza de Vaca. External director (neither proprietary nor independent). He joined the committee in 2015.

Mr. Bruce Carnegie-Brown. External director (independent). He joined the committee in 2015.

Mr. Henrique de Castro. External director (independent). He joined the committee in 2019.

Mr. Guillermo de la Dehesa Romero. External director (neither proprietary nor independent). He joined the committee in 2015.

Ms. Belén Romana García. External director (independent). She joined the committee in 2017.

Secretary

Mr. Jaime Pérez Renovales

Functions

The functions of the innovation and technology committee are described in detail in article 22 of the Rules and Regulations of the Board of Directors.

Composition

The responsible banking, sustainability and culture committee consists of eight directors, seven of them are external directors, the majority being independent, and one executive director. All of them have been appointed by the board of directors taking into account their knowledge, qualifications and experience in the areas for which the committee is responsible.

Chairman

Mr. Ramiro Mato García-Ansorena. External director (independent). He joined the Committee and the presidency since 2018.

Members

Ms. Ana Botín-Sanz de Sautuola and O'Shea. Executive chairman. She joined the committee in 2018.

Mrs. Homaira Akbari. External director (independent). She joined the committee in 2018.

Mr. Ignacio Benjumea Cabeza de Vaca. External director (neither proprietary nor independent). He joined the committee in 2018.

Mr. Álvaro Antonio Cardoso de Souza. External director (independent). He joined the committee in 2018.

Ms. Sol Daurella Comadrán. External director (independent). She joined the committee in 2018.

Ms. Esther Giménez-Salinas i Colomer. External director (independent). She joined the committee in 2018.

Ms. Belén Romana García. External director (independent). She joined the committee in 2018.

Secretary

Mr. Jaime Pérez Renovales

Functions

The functions of the responsible banking, sustainability and culture committee are described in article 54 ter of the Bylaws and the characteristics in greater detail in article 21 of the Rules and Regulations of the Board of Directors.