If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1.
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Names of
Reporting Persons
Banco Santander, S.A.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Spain
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
-0-
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8.
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Shared Voting Power
245,593,555
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9.
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Sole Dispositive Power
-0-
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10.
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Shared Dispositive Power
245,593,555
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
245,593,555
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
68.3%
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14.
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Type of Reporting Person (See
Instructions)
CO
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1.
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Names of
Reporting Persons
Santander Holdings USA, Inc.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Virginia
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
-0-
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8.
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Shared Voting Power
245,593,555
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9.
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Sole Dispositive Power
-0-
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10.
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Shared Dispositive Power
245,593,555
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
245,593,555
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
68.3%
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14.
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Type of Reporting Person (See
Instructions)
CO
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Item 1.
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Security and Issuer
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This Schedule 13D relates to the shares of common stock, par value
$0.01 per share (Common Stock), of Santander Consumer USA Holdings Inc. (SC or the Issuer), a Delaware corporation with its principal executive offices located at 1601 Elm St. Suite #800, Dallas, Texas 75201.
Item 2.
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Identity and Background
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(a), (b), (c). The names of the persons filing this statement
(the Reporting Persons) are Banco Santander, S.A., a Spanish bank organized under the laws of the Kingdom of Spain (Santander), and Santander Holdings USA, Inc., a Virginia corporation and a wholly owned subsidiary of
Santander (SHUSA).
Santander is a financial group operating principally in Spain, the United Kingdom, Portugal, other European
countries, Brazil and other Latin American countries, and the United States, offering a wide range of financial products, including retail banking and consumer finance, global wholesale banking, and asset management and insurance. At
December 31, 2016, Santander had a market capitalization of 72.3 billion, shareholders equity of 90.9 billion and total assets of 1,339.1 billion. As of December 31, 2016, Santander had 57,259
employees and 4,805 branch offices in Continental Europe, 25,688 employees and 844 branches in the United Kingdom, 86,312 employees and 5,818 branches in Latin America, 17,509 employees and, together with SHUSA, 768 branches in the United States and
1,724 employees in other geographic regions.
Santanders principal executive offices are located at Ciudad Grupo
Santander, Avda. De Cantabria, s/n 28660 Boadilla del Monte, Madrid, Spain.
SHUSA, a wholly owned subsidiary of Santander, is the parent
company of Santander Bank, National Association, a national banking association, and owns a majority interest of SC. At December 31, 2016, SHUSA had approximately 16,500 employees.
SHUSAs principal executive offices are located at 75 State Street, Boston, Massachusetts 02109.
The name, business address, present principal occupation or employment and citizenship of each director and executive officer of each of
Santander and SHUSA is set forth on Schedule A.
(d) and (e). Neither Santander or SHUSA nor any person identified in Item 2(a), (b) and
(c) hereof has ever been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding of any judicial or administrative body that resulted in a judgment, decree or final
order against such person enjoining him against future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f). Please see Schedule A.
Item 3.
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Source and Amount of Funds or Other Consideration
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On November 15, 2017, Santander
purchased 34,598,506 shares of Common Stock from DDFS LLC (DDFS) for the aggregate purchase price of $941,945,420. Santander purchased the shares of Common Stock with its working capital. On November 15, 2017, Santander contributed
the 34,598,506 shares of Common Stock to SHUSA as a capital contribution.
Item 4.
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Purpose of Transaction
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On July 2, 2015, SC, SHUSAs majority-owned
subsidiary, announced the departure of Thomas G. Dundon from his roles as the Chairman of SCs Board of Directors and Chief Executive Officer of SC. In connection with his departure, on July 2, 2015, Mr. Dundon entered into a
Separation Agreement with SC, DDFS, SHUSA, Santander Consumer USA Inc. (SCs wholly owned subsidiary) and Santander (as subsequently amended, the Separation Agreement).
In connection with, and pursuant to, the Separation Agreement, on July 2, 2015, SC, SHUSA, DDFS, Mr. Dundon and Santander agreed to
the exercise of the call option provided for in the Shareholders Agreement, dated as of January 28, 2014, by and among SC, SHUSA, DDFS, Mr. Dundon, Sponsor Auto Finance Holdings Series LP, and, solely for certain sections set forth
therein, Santander (as amended, the Shareholders Agreement).
Pursuant to the Separation Agreement, SHUSA was deemed to have
delivered as of July 3, 2015 an irrevocable notice to exercise the call option with respect to all the shares of Common Stock owned by DDFS and consummate the transactions contemplated by such call option notice, subject to required bank
regulatory approvals and any other approvals required by law being obtained (the Call Transaction), at a price per share of Common Stock of $26.17.
On August 31, 2016, in accordance with the Shareholders Agreement, Santander exercised its option to assume SHUSAs obligation to
purchase the 34,598,506 shares of Common Stock in respect of the Call Transaction.
On November 15, 2017, SC, DDFS, Mr. Dundon,
SHUSA, Santander Consumer and Santander entered into a settlement agreement and release, and thereafter Santander completed the purchase of 34,598,506 shares of Common Stock in the Call Transaction and contributed the 34,598,506 shares of Common
Stock to SHUSA.
The shares of Common Stock purchased by Santander pursuant to the Call Transaction were acquired for investment purposes
pursuant to existing contractual arrangements. Prior to the Call Transaction, SHUSA owned approximately 58.7% of the outstanding Common Stock of SC. No Reporting Person has any present plan or proposal which would relate to or result in any of the
matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.
The Reporting Persons have reviewed and intend to continually review, consider and evaluate their ongoing investment in SC and all potential
options with respect thereto. Depending on various factors (including, without limitation, the results of the Reporting Persons ongoing evaluation of SC and its future business prospects; SCs and the Reporting Persons respective
financial positions; the Reporting Persons investment strategy; the benefits and disadvantages to the Reporting Persons and to SC (including with respect to accounting and regulatory capital considerations) of the Reporting Persons owning a
controlling interest in but not 100% of SC; the Reporting Persons current and anticipated status, relationship and discussions with their various regulators; the trading price of the Common Stock; and conditions in the securities markets and
general economic and industry conditions), the Reporting Persons may in the future take such actions with respect to their investment in SC as they deem appropriate (including, without limitation, (i) with or without the assistance of legal
and/or financial advisors, engaging in communications with management, the board of directors, and/or certain stockholders of SC, applicable regulators and/or others regarding SC and the Reporting Persons investment in SC, including in
connection therewith possibly making recommendations and/or proposals to SC concerning changes to the capitalization, corporate structure, ownership structure, board structure (including seeking additional board representation) or operations of SC;
(ii) seeking to purchase all or a portion of the remaining outstanding shares of Common Stock, including indirectly through any stock repurchase program SC may execute in the future; and (iii) changing their intention with respect to any
and all matters referred to in this Item 4).
Item 5.
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Interest in Securities of the Issuer
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(a) The aggregate percentage of Common
Stock reported as beneficially owned by each Reporting Person named herein is based upon 359,946,656 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of October 31, 2017, as reported in SCs
Quarterly Report on Form
10-Q
filed with the Securities and Exchange Commission on November 2, 2017. Following consummation of the Call Transaction, SHUSA owns directly, in the aggregate, 245,593,555 shares of
Common Stock. By virtue of its relationship with SHUSA discussed in further detail in Item 2, Santander may be deemed to beneficially own the Common Stock owned directly by SHUSA. These 245,593,555 shares represent approximately 68.3% of the
outstanding shares of Common Stock.
The following person listed on Schedule A beneficially owns the number of shares of Common Stock
indicated: Stephen Alan Ferriss (12,847 shares of Common Stock, including 5,207 currently exercisable options). Mr. Ferriss has the sole voting power and sole dispositive power in respect of the entirety of the number of shares of Common Stock.
(b) Each of SHUSA and Santander is deemed to have shared power to vote and dispose of the 245,593,555 shares of Common Stock owned
directly by SHUSA as a result of the Call Transaction.
(c) Except as set forth in Item 4, there were no transactions in the Common Stock
effected by Santander, SHUSA or by any person identified in Item 2(a), (b) or (c) hereof during the 60 days preceding the date of this Schedule 13D.
(d) No person other than SHUSA and Santander has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Common Stock that are the subject of this Schedule 13D.
(e) Not applicable.
Item 6
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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The information set forth under Items 4 and 5 of this Schedule 13D is incorporated herein by reference. Except for the agreements described in
this Schedule 13D, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above, or between such person and any other person with
respect to the securities of SC, including, but not limited to, transfer or voting of any securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7
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Material to Be Filed as Exhibits
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The following Exhibits are filed herewith:
99.1 Joint Filing Agreement
99.2
Separation Agreement (incorporated by reference to Exhibit 10.2 of the Issuers Current Report on Form
8-K
filed on July 2, 2015)
99.3 Form of Shareholders Agreement (incorporated by reference to Exhibit 4.2 to the Issuers Registration Statement on Form
S-1/A
filed on January 17, 2014)
99.4 Second Amendment to Shareholders Agreement (incorporated by
reference to Exhibit 10.1 of the Issuers Current Report on Form
8-K
filed on July 2, 2015)
99.5 Third Amendment to Shareholders Agreement (incorporated by reference to Exhibit 10.2 of the Issuers Current Report on Form
8-K
filed on September 7, 2016)
99.6 Settlement Agreement and Release (incorporated by reference to
Exhibit 10.1 of the Issuers Current Report on Form
8-K
filed on November 17, 2017)
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 17, 2017
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BANCO SANTANDER, S.A.
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By:
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/s/ Javier Illescas
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Name: Javier Illescas
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Title: Attorney in Fact
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SANTANDER HOLDINGS USA, INC.
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By:
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/s/ Gerard A. Chamberlain
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Name: Gerard A. Chamberlain
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Title: Senior Vice President and Assistant Secretary
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SCHEDULE A
The name, business or residential address, title, present principal occupation or employment, and citizenship of each of the directors and executive officers
of Santander and SHUSA are set forth below.
Santander
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Name
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Business or Residential Address
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Present Principal Occupation or
Employment
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Citizenship
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Directors
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Ana Patricia
Botín-Sanz
de Sautuola y OShea
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) - Spain
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Executive Chairman of Banco Santander, S.A.
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Spain
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Belén Romana García
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Calle la Masó 99, 5, 28034, Madrid - Spain
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Non-Executive
Director (independent) of Banco Santander, S.A. and
Non-Executive
Director of Aviva Plc
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Spain
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Bruce Neil Carnegie-Brown
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660,
Boadilla del Monte (Madrid) Spain
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Vice Chairman
(non-executive
director) of Banco Santander, S.A.;
Non-Executive
Chairman of Moneysupemarket.com Group Plc and
Non-Executive
Chairman of Lloyds of London Limited Plc
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United Kingdom
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Carlos Fernández González
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FINACCESS, S.A.P.I. DE C.V., Lomas de Chapultepec, México D.F. 11000
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Chairman of the Board of Directors and CEO of Finaccess, S.A.P.I., Member of the Board of Directors and Member of the Supervisory Board of Inmobiliaria Colonial, S.A.; and member of the Board of Directors of Amrest Holding,
S.E.
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Mexico and Spain
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Esther Giménez-Salinas i Colomer
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Fundación Pere Tarrés, Universidad Ramon Llull. Santalo, 37, 08021, Barcelona - Spain
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Emeritus Professor at the Universidad Ramon Llull, Board Member of Unibasq and Aqu and Gawa Capital Partners, S.A. Member of the Advisory Committee of Endesa-Catalunya
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Spain
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Guillermo de la Dehesa Romero
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AVIVA España, Camino Fuente de la Mora, 9. 28050 Madrid - Spain
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Non-Executive
Vice-Chairman of Amadeus IT Holdings, S.A. ,
Non-Executive
Chairman
of Aviva Corporación and Aviva Vida y Pensiones, S.A. de Seguros y Reaseguros, and
Chairman of Aviva Grupo Corporativo, S.L.
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Spain
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Homaira Akbari
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2555 North Pearl Street, Apt. 1604, Dallas, TX
75201-USA
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Chief Executive Officer of AKnowledge Partners, LLC,
non-executive
director of Gemalto NV, Landstar System, Inc. and Veolia Environment S.A.
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France and United States of America
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Name
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Business or Residential Address
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Present Principal Occupation or
Employment
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Citizenship
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Ignacio Benjumea Cabeza de Vaca
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Non-Executive
Director of Banco Santander, S.A.; Vice-Chairman of the Fundación de Estudios Financieros and serves on the Board of Trustees and of the Executive Committee of
Fundación Banco Santander.
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Spain
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Isabel Tocino Biscarolasaga
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Camino de los Mesoncillos, 62, La Moraleja, 28109 Alcobendas (Madrid) Spain
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Non-Executive
Director (independent) of Banco Santander, S.A.;
Non-Executive
Director
of ENCE Energía and Celulosa, S.A.; and of ENAGÁS, S.A.
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Spain
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Francisco Javier
Botín-Sanz
de Sautuola y OShea
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JB Capital Markets, Sociedad de Valores, S.A.U. Plaza, Manuel Gomez Moreno,
2 15, Edificio Mahou, 28020 Madrid - Spain
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Executive Chairman of JB Capital Markets, Sociedad de Valores, S.A.U.
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Spain
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José Antonio Álvarez Álvarez
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Chief Executive Officer of Banco Santander, S.A.
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Spain
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Juan Miguel Villar Mir
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Grupo Villar Mir S.A.U., Paseo de la Castellana 259 D, Torre Espacio, planta 51, 28046, Madrid - Spain
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Chairman of Grupo Villar Mir S.A.U.
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Spain
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Matías Rodriguez Inciarte
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Vice Chairman (Executive Director) of Banco Santander, S.A.
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Spain
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Rodrigo Echenique Gordillo
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Banco Santander, S.A., Paseo de la Castellana, 24, 28046, Madrid Spain
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Vice Chairman (Executive Director) of Banco Santander, S.A.
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Spain
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Sol Daurella Comadrán
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COBEGA, S.A., Avenida Paisos Catalans, 32, 08950 Esplugues de Llobregat -
Barcelona - Spain
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Executive Chairman of Olive Partners, S.A.;
Non-Executive
Chairman of Coca Cola European Partners, Plc and other positions at Cobega Group companies
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Spain and Dominican Republic
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Executive Officers (Who Are Not Directors)
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Andreu Plaza López
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Executive Vice President, Technology and Operations, Santander Group
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Spain
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Ángel Rivera Congosto
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Banco Santander (Mexico), S.A., Prolongacion Paseo de la Reforma No. 500, Col. Lomas de Santa Fe, 01219 Mexico City - Mexico
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Senior Executive Vice President, Retail and Commercial Banking, Santander Mexico Group
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Spain
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Name
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Business or Residential Address
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Present Principal Occupation or
Employment
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Citizenship
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Jaime Pérez Renovales
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Banco Santander, S.A., Avda. Cantabria, s/n Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Senior Executive Vice President, General Secretarys Office and Human Resources Office, Santander Group
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Spain
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Javier Maldonado Trinchant
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Banco Santander International
1401 Brickell
Ave. Piso 15
Miami, Florida 33131
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Senior Executive Vice President,
Global Head of
Cost Control, Banco Santander, S.A.
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Spain
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Javier San Félix García
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Santander UK, 2 Triton Square, Regents Place, London, NW13AN, United Kingdom
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Senior Executive Vice President, Retail and Commercial Banking, Santander UK
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Spain
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Jennifer Scardino
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Senior Executive Vice President, Communication, Corporate Marketing and Research, Banco Santander, S.A.
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United Kingdom and United States of America
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José Antonio García Cantera
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Senior Executive Vice President, Chief Financial Officer, Santander Group
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Spain
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José Francisco Doncel Razola
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Banco Santander, S.A., Avda. de Cantabria, s/n, Ciudad Grupo Santander, 28660,
Boadilla del Monte (Madrid) Spain
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Senior Executive Vice President and Head of the Accounting and Control Division. Banco Santander, S.A.
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Spain
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José Luis de Mora
Gil-Gallardo
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Senior Executive Vice President, Financial Planning and Corporate Development, Santander Group
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Spain
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José Maria Linares Perou
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Senior Executive Vice President, Global Corporate Banking, Santander Group
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United Kingdom, Bolivia
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José María Nus Badía
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Senior Executive Vice President, Chief Risk Officer, Santander Group
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Spain
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Juan Guitard Marín
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Ciudad Grupo Santander
Edificio Marisma, pl.
2
28660 Boadilla del Monte (Madrid) - Spain
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Senior Executive Vice President and Group Chief Internal Audit Division, Banco Santander, S.A.
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Spain
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Name
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Business or Residential Address
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Present Principal Occupation or
Employment
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Citizenship
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Juan Manuel Cendoya Méndez de Vigo
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Senior Executive Vice President, Communication, Corporate Marketing and Research, Santander Group
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Spain
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Keiran Foad
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Senior Executive Vice President, Risks, Banco Santander, S.A.
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United Kingdom
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Magdalena Sofía Salarich Fernández de Valderrama
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Senior Executive Vice President, Banco Santander, S.A. and Head of Santander Consumer Finance
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Spain
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Mónica
López-Monís
Gallego
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Senior Executive Vice President, Chief Compliance Officer, Santander Group
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Spain
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José Rami Aboukhair Hurtado
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Santander España, Gran Vía de Hortaleza, N°3, Edificio Cantabria, 2
a
Planta, 28033, Madrid Spain
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Senior Executive Vice President and Country Head of Santander Spain
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Spain
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Victor Matarranz Sanz de Madrid
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Senior Executive Vice President, Head of Santander Wealth Management Division
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Spain
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Lindsay Tyler Argalas
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Banco Santander, S.A., Avda. Cantabria, s/n, Ciudad Grupo Santander, 28660, Boadilla
del Monte (Madrid) Spain
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Senior Executive Vice President, Director of Santander Digital
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United States of America
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SHUSA
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Name
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Business or Residential Address
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Present Principal Occupation or
Employment
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Citizenship
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Directors
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Juan Maria Olaizola Bartolome
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Santander UK plc
2 Triton Square, Regents
Place
London NW1 3AN, United Kingdom
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Chief Operating Officer, Santander UK plc
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Spain
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Stephen Alan Ferriss
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785 Crandon Blvd., #1605
Key Biscayne, FL
33149
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Retired
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United States of America
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Name
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Business or Residential Address
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Present Principal Occupation or
Employment
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Citizenship
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Alan H. Fishman
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1 Pierrepont Street
Brooklyn, NY 11201
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Retired
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United States of America
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Thomas Stephen Johnson
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582 Island Drive
Palm Beach, FL 33480
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Retired
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United States of America
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Catherine M. Keating
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Commonfund
15 Old Danbury Road
Wilton, CT 06897
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President and Chief Executive Officer, Commonfund
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United States of America
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Juan Guitard Marin
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Ciudad Grupo Santander
Edificio Marisma,
pl.2
28660 Boadilla del Monte (Madrid), Spain
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Senior Executive Vice President and Group Chief Internal Audit Division, Banco Santander, S.A.
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Spain
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Victor Matarranz Sanz de Madrid
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Ciudad Grupo Santander
Avda. De Cantabria,
s/n
28660 Boadilla del Monte (Madrid), Spain
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Senior Executive Vice President, Head of Santander Wealth Management Division
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Spain
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Scott Edward Powell
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c/o Santander Holdings USA, Inc.
75 State
Street
Boston, MA 02109
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Chief Executive Officer and President, Santander Holdings USA, Inc., Santander Consumer USA Holdings Inc. and Santander Consumer USA Inc.
Senior Executive Vice President, Santander Bank, N.A.
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United States of America
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José Francisco Doncel Razola
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Ciudad Grupo Santander
Edif. Amazonia, pl. 1
Avda. De Cantabria, s/n 28660
Boadilla del Monte (Madrid), Spain
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Senior Executive Vice President Head of the Accounting and Control Division, Banco Santander S.A.
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Spain
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Henri-Paul Rousseau
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c/o Santander Holdings USA, Inc.
75 State
Street
Boston, MA 02109
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Vice Chairman, Power Corporation of Canada and Power Financial Corporation
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Canada
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Thomas Timothy Ryan, Jr.
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c/o Maria Gambino
Banco Santander International
1401 Brickell Ave., Suite 1500
Miami, FL 33131
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Non-Executive
Chairman, Santander Holdings USA, Inc. and Santander Bank, N.A.
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United States of America
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Richard Spillenkothen
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PO Box 128
77 Christmas Tree Lane
Washington, VA 22747
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Non-Executive
Director, Santander Holdings USA, Inc. and Santander Bank, N.A.
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United States of America
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Javier Maldonado Trinchant
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Banco Santander International
1401 Brickell
Ave. Piso 15
Miami, Florida 33131
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Senior Executive Vice President,
Global Head of
Cost Control, Banco Santander, S.A.
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Spain
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Executive Officers (Who Are Not Directors)
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Mahesh Aditya
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c/o Santander Holdings USA, Inc.
75 State Street
Boston, MA 02109
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Chief Operating Officer, Santander Holdings USA, Inc.
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United States of America
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David Cornish
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c/o Santander Holdings USA, Inc.
75 State Street
Boston, MA 02109
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Chief Accounting Officer, Controller, Santander Holdings USA, Inc.
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United States of America
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Name
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Business or Residential Address
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Present Principal Occupation or
Employment
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Citizenship
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Madhukar Dayal
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c/o Santander Holdings USA, Inc.
75 State Street
Boston, MA 02109
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Chief Executive Officer, Santander Bank, N.A.
Chief Financial Officer, Santander Holdings USA, Inc. and Santander Bank, N.A.
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United States of America
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Daniel Griffiths
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c/o Santander Holdings USA, Inc.
75 State Street
Boston, MA 02109
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Chief Technology Officer, Santander Holdings USA, Inc. and Santander Bank, N.A.
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United States of America
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Brian M. Gunn
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c/o Santander Holdings USA, Inc.
75 State Street
Boston, MA 02109
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Chief Risk Officer, Santander Holdings USA, Inc. and Santander Bank, N.A.
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United States of America
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Michael Lipsitz
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c/o Santander Holdings USA, Inc.
75 State Street
Boston, MA 02109
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Chief Legal Officer, Santander Holdings USA, Inc. and Santander Bank, N.A.
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United States of America
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William Wolf
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c/o Santander Holdings USA, Inc.
75 State
Street
Boston, MA 02109
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Chief Human Resources Officer, Santander Holdings USA, Inc. and Santander Bank, N.A.
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United States of America
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