Banco Santander has filed a registration statement (including a base prospectus and a related preliminary
prospectus supplement) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the preliminary prospectus supplement, the base prospectus in that registration statement, and other documents Banco
Santander has filed with the SEC for more complete information about Banco Santander and this offering. You may get these documents for free by searching the SEC online database (EDGAR®) at
www.sec.gov.
Alternatively, you may obtain a copy of the base prospectus and the preliminary prospectus supplement from Banco Santander, S.A. by
calling toll free 1-855-403-3636 , Barclays Bank Ireland PLC by calling toll free 1-888-603-5847, BNP Paribas by calling toll free +44 20 7595 8222, BofA Securities Europe SA by calling toll free 1-800-294-1322, Citigroup Global Markets Europe AG by calling toll free
1-800-831-9146, Deutsche Bank Aktiengesellschaft by calling toll free 1-800-503-4611, J.P. Morgan AG by calling collect 1-212 834-4533 and Morgan Stanley
Europe SE by calling toll free 1-866-718-1649.
Capitalized terms used but not defined in this term sheet have the meanings set forth in the base prospectus as supplemented by the preliminary prospectus
supplement.
The distribution of this termsheet and the offering of the securities to which this termsheet relates (the Euro
Notes) may be restricted by law in certain jurisdictions and therefore persons into whose possession this termsheet comes should inform themselves about and observe any such restrictions. Any failure to comply with these
restrictions could result in a violation of the laws of any such jurisdiction.
PROHIBITION ON MARKETING AND SALES TO RETAIL
INVESTORS: The Euro Notes are complex financial instruments with high risk and are not a suitable or appropriate investment for all investors. Each of the Joint Bookrunners has represented and agreed that the offers of the Euro Notes in
the European Economic Area (EEA) and in the United Kingdom (UK) shall only be made to eligible counterparties and professional clients, each as defined in Directive 2014/65/EU on
markets in financial instruments (as amended, MiFID II) or COBS (each as defined below).
Investors in Hong Kong
should not purchase the Euro Notes in the primary or secondary markets unless they are professional investors (as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and its subsidiary legislation,
Professional Investors) only and understand the risks involved. The Euro Notes are generally not suitable for retail investors.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Euro Notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID
II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II. Consequently, no key information document (KID) required by Regulation (EU) No 1286/2014 on key information documents for packaged and retail and insurance-based investment products (the PRIIPs
Regulation) for offering or selling the Euro Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Euro Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS: The Euro Notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and
Markets Act 2000 (the FSMA) and any rules or regulations made under the FSMA to implement Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point