Unless stated otherwise in the relevant prospectus supplement, The Bank of New York Mellon,
London Branch will initially act as Principal Paying Agent and Calculation Agent for the contingent convertible capital securities of any series. Banco Santander may appoint additional or successor agents (together, the Agents).
Banco Santander will procure that there will at all times be a Principal Paying Agent and a Calculation Agent. Banco Santander may change the
Principal Paying Agent without prior notice to the holders of the contingent convertible capital securities of any series, and in such an event Banco Santander may act as Principal Paying Agent. Banco Santander is entitled to appoint other banks of
international standing as Agents, or, in the case of the Calculation Agent only, Banco Santander may appoint a financial adviser with appropriate expertise. Furthermore, Banco Santander is entitled to terminate the appointment of any Agent. In the
event of such termination or such Agent being unable or unwilling to continue to act as Agent in the relevant capacity, Banco Santander will appoint another bank of international standing, or, in the case of the Calculation Agent only, another
financial adviser with appropriate expertise as Agent in the relevant capacity. Such appointment or termination will be published without undue delay in accordance with the contingent convertible capital securities indenture or, should this not be
possible, be published in another appropriate manner.
Agreement and Acknowledgement with Respect to the Exercise of the
Bail-in Power
Notwithstanding any other term of the contingent convertible capital securities
of any series or any other agreements, arrangements, or understandings between Banco Santander and any holder of the contingent convertible capital securities of any series, by its acquisition of the contingent convertible capital securities of any
series, each holder (which, for the purposes of this clause, includes each holder of a beneficial interest in the contingent convertible capital securities of any series) acknowledges, accepts, consents to and agrees:
(i) to be bound by effect of the exercise of the Bail-in Power by the Relevant Resolution Authority,
which may include and result in any of the following, or some combination thereof:
- the reduction of all, or a portion, of the Amounts
Due on a permanent basis;
- the conversion of all, or a portion, of the Amounts Due into shares, other securities or other obligations of
Banco Santander or another person (and the issue to the holder of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the contingent convertible capital securities, in which case the
holder agrees to accept in lieu of its rights under such contingent convertible capital securities any such shares, other securities or other obligations of Banco Santander or another person;
- the cancellation of the contingent convertible capital securities or Amounts Due;
- the amendment or alteration of the maturity of the contingent convertible capital securities or amendment of the interest payable on the
contingent convertible capital securities, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and
(ii) that the terms of the contingent convertible capital securities are subject to, and may be varied, if necessary, to give effect to, the
exercise of the Bail-in Power by the Relevant Resolution Authority.
For the avoidance of doubt,
the potential write-down or cancellation of all or a portion of the principal amount ofor distributions onthe contingent convertible capital securities or the conversion of the contingent convertible capital securities into shares, other
security or other obligations in connection with the exercise of any Bail-in Power by the Relevant Resolution Authority is separate and distinct from a conversion or write-down following a Trigger Event
although these events may occur consecutively.
No repayment or payment of Amounts Due, if any, on the contingent convertible capital
securities of any series, will become due and payable or be paid after the exercise of any Bail-in Power by the Relevant Resolution Authority if and to the extent such amounts have been reduced, converted,
cancelled, amended or altered as a result of such exercise.
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