incompatible therewith. As regards proposed resolutions on matters that, as prescribed by
law, need not be specified on the agenda, remote attendees may cast their vote as from the moment when the secretary for the general meeting reads out such proposals for a vote to be taken thereon. In all events, the remote voting process with
respect to all the proposals submitted to the shareholders acting at the general shareholders meeting will come to an end when, following the reading of the summaries of the proposed resolutions by the secretary for the meeting, the vote
commences on the proposed resolutions at the premises where the meeting is held.
The vote on the proposed resolutions shall be governed by
the procedure contemplated in the Bylaws and in the Rules and Regulations for the General Shareholders Meeting.
(iv)
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Other matters: Legal entities and non-residents of Spain must
call the Shareholder Helpline in order to adapt, with proper safeguards, the mechanisms for attending the meeting by remote means of communication in real time.
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In the event that more than one of the joint holders of deposited securities are in attendance, the joint holder who is the first to register
(physically or from a distance) shall be deemed an attendee, and therefore, any subsequent access by the other joint holders shall be denied. In connection with the foregoing, and for purposes of the provisions of section 126 of the Spanish Capital
Corporations Law, the joint holder who registers first (physically or from a distance) shall be deemed to have been appointed by the other joint holders to exercise the rights accruing to a shareholder.
Shareholders (or their representatives) shall be solely responsible for safeguarding the passwords for accessing and using the remote
attendance service. If the shareholder is a legal entity, it shall give notice of any modification or revocation of the powers vested in its representative, and the Bank therefore disclaims any and all liability until such notice is given.
The Bank reserves the right to modify, suspend, cancel or restrict the mechanisms for remote attendance at the general shareholders
meeting when so required or imposed for technical or security reasons. The Bank shall not be liable for any damage that shareholders may sustain as a result of failures, overloads, downtime, failed connections or any other events of the same or a
similar nature that are beyond the Banks control and prevent the use of the mechanisms for remote attendance at the meeting.
For
further information on proxy-granting and distance voting and remote attendance at the meeting, shareholders may write to the e-mail address junta.accionistas@santander.com, call the Shareholder
Helpline 91 276 92 90 or go to the Santander Shareholder and Investor Relations Office, Ciudad Grupo Santander, Avda. Cantabria, s/n, 28660 - Boadilla del Monte (Madrid). Further information is also available on the Banks corporate
website (www.santander.com).
RIGHT TO RECEIVE INFORMATION
In addition to the provisions of section 197 of the Spanish Capital Corporations Law, starting as from the date the call to the meeting is
published, shareholders may obtain from the Company, immediately and free of charge, the proposed application of results covered by item One on the agenda, together with the directors rationale and the documents issued by the auditor
confirming that its audit opinion would not have changed had it been aware of the new proposed application of results when it signed its original opinion on the annual accounts for financial year 2019, which were approved by the shareholders at the
general meeting held on 3 April 2020, all upon the terms provided for in section 40.6.bis of Royal Decree-Law 8/2020 of 17 March on extraordinary urgent measures to address the economic and
social impact of COVID-19.
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This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.
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14/19
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