Important Notice - Important Notice The ...

Important Notice
                                                 The Depository Trust Company
       B #:
                           14236-20
       Date:               November 12, 2020
       To:                 All Participants
       Category:           Dividends
       From:               Supervisor, Stock Dividend Department
       Attention:          Dividend Managers, Cashiers, and Reorganization Managers
                           Optional Dividend: BANCO SANTANDER SA CUSIP: 05964H105
                           Record Date: 11/13/2020 Payable Date: 12/14/2020
       Subject:
                           Gross Rate: Approx. Stock Rate 5.882353% (1 for 17)
                           DTC CA Web Instruction Cut-Off: 11/20/2020 8:00 P.M. EDT

      DTC has been advised by BNY Mellon that the documentation requirements for this event have been revised.
      Holders have the option to receive ADRs or cash proceeds from the sale of rights in the local market.

      Please be aware that the CA Web options are as followed, due to Spanish tax regulations:
             Option 1: Additional ADRs “Default Option” (not subject to withholding tax)
             Option 2: Cash Proceeds from the sale of rights in the local market (exempt – to be used ONLY for investors
             not resident in Spain for tax purposes)
             Option 3: Cash Proceeds from the sale of rights in the local market (less 19% withholding tax – for
             investors resident in Spain for tax purposes)

      IMPORTANT NOTE: Option 3 requires documentation to be submitted to BNY Mellon. BNY Mellon has
      advised the deadline for documentation is Friday, November 20, 2020. If the required documentation is not
      submitted, these elections will be defaulted to Option 1.

      Completed forms should be sent to ADROPSDividend@BNYMellon.com. ATTN: Andy Roche, 212 815-2734.

      PARTICIPANTS SHOULD SUBMIT ELECTION INSTRUCTIONS THROUGH THE CORPORATE
      ACTION WEB INSTRUCTION TAB.

      RECORD DATE POSITION INFORMATION SHOULD BE CONFIRMED THROUGH THE CA WEB.

      If there are any questions regarding this Important Notice or the processing of CA Web related instructions please
      contact DTC’s Customer Help Line at (888) 382-2721.

      Important Legal Information: The Depository Trust Company (“DTC”) does not represent or warrant the accuracy, adequacy, timeliness, completeness or
      fitness for any particular purpose of the information contained in this communication, which is based in part on information obtained from third parties and
      not independently verified by DTC and which is provided as is. The information contained in this communication is not intended to be a substitute for
      obtaining tax advice from an appropriate professional advisor. In providing this communication, DTC shall not be liable for (1) any loss resulting directly
      or indirectly from mistakes, errors, omissions, interruptions, delays or defects in such communication, unless caused directly by gross negligence or willful
      misconduct on the part of DTC, and (2) any special, consequential, exemplary, incidental or punitive damages. To ensure compliance with Internal Revenue
      Service Circular 230, you are hereby notified that: (a) any discussion of federal tax issues contained or referred to herein is not intended or written to be
      used, and cannot be used, for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code; and (b) as a matter of policy, DTC
      does not provide tax, legal or accounting advice and accordingly, you should consult your own tax, legal and accounting advisor before engaging in any
      transaction.

      DTCC offers enhanced access to all important notices via a Web-based subscription service. The notification system leverages RSS Newsfeeds, providing
      significant benefits including real-time updates and customizable delivery. To learn more and to set up your own DTCC RSS alerts, visit
      http://www.dtcc.com/subscription_form.php

DTCC Public (White)

1

Corporate Action Notice
  November 3, 2020

  Cash Distribution Resulting from the Sale of Rights – Scrip Dividend
  Banco Santander S.A. DR
  CUSIP: 05964H105
  DR ISIN: US05964H1059
  DR Ticker Symbol: SAN
  Ratio (DRs: Underlying Shares): 1:1

  Banco Santander S.A. announced an optional scrip dividend for the upcoming November/December dividend
  with the DR record date of November 13, 2020. The optional scrip dividend allows ADR holders to elect to
  receive payment as follows:

       Option#1- Newly issued Santander ADRs and cash in lieu of fractional ADRs (not subject to Spanish
  withholding tax)

        Option# 2- Cash proceeds from sale of all rights in Spanish open market (not subject to Spanish
  withholding tax – this option to be used ONLY for investors not resident in Spain for tax purposes). By electing
  this option, ADR holder is certifying that she/he is not resident in Spain for tax purposes)

   Option# 3- Cash proceeds from sale of all rights in Spanish open market less 19% Spanish tax (this option to
       be used ONLY for investors resident in Spain for tax purposes – by electing this option, ADR holder is
   certifying that she/he is resident in Spain for tax purposes, and therefore is required to provide the Depositary
  with the requested information (full name, full address (for Spanish tax purposes) and Spanish Fiscal
  Identification Number (NIF)). IF ADR HOLDER FAILS TO PROVIDE THE DEPOSITARY WITH THE
  REQUESTED INFORMATION, SHE/HE WILL BE DEEMED TO HAVE ELECTED OPTION #1;

  IMPORTANT NOTICE: Due to Spanish tax regulations, ADR holders who are resident in Spain for tax
  purposes are subject to a 19% withholding tax in connection with the proceeds received from the sale of rights
  in the Spanish open market. As a result, ADR holders resident in Spain for tax purposes who wish to receive
  proceeds from the sale of rights in the Spanish open market must elect Option 3. In order to properly remit the
  tax to the Spanish tax authorities and properly record the holders’ payment of the tax with them, the following
  information must be provided on the attached Excel spreadsheet for all ADR holders who elect Option 3: full
  name, full address (for Spanish tax purposes), and Spanish Fiscal Identification Number (NIF). ADR holders
  are required to use DTC’s disclosure election system to make such election. IF ADR HOLDERS ELECT
  OPTION 3 AND FAIL TO PROVIDE THE REQUESTED INFORMATION, THEY WILL BE DEEMED TO
  HAVE ELECTED OPTION #1.
  BNY Mellon will assume no responsibility for ADR holders’ Spanish income tax liability.

DTCC Public (White)

DISCLOSURE CAN BE COMPLETED VIA DTC’S URL WITH THE ATTACHED EXCEL
  SPREADSHEET TEMPLATE.

  ALL DISCLOSURES MUST BE RECEIVED BY BNY MELLON ON NOVEMBER 20, 2020 at 8:00PM
  EASTERN DAYLIGHT TIME

  DR record date is November 13, 2020. The payable date for cash and additional ADRs resulting from the scrip
  dividend is December 14, 2020 .

  Foreign        TBD
  Exchange Rate:
  DR Payment TBD
  Date:

                       Spanish Spanish
  Gross Rate          Tax Withholding    Tax Withholding        Depositary’s Net Rate per
  DS rate per DS      per DS Fee   Per DS
  TBD                   0%                 TBD                    TBD           TBD
  TBD                   19%                TBD                    TBD           TBD

                                                  Page 1 of 2

DTCC Public (White)

To learn more about Depositary Receipts and issuer programs, please contact our marketing desks:

  NEW YORK                                           LONDON
     Richard J Maehr                                 Jacek Jankowski
     Vice Presiden                                   Vice President
  + 1 212 815 2267                                   + 44 207 163 7427
  adrdesk@bnymellon.com                              jacek.jankowski@bnymellon.com

  BNY Mellon is providing this information for general informational purposes only and does not warrant or guarantee the accuracy, timeliness or completeness of this
  information. BNY Mellon does not undertake any obligation to update or amend this information. BNY Mellon provides no advice, recommendation or endorsement with
  respect to any company or securities. Nothing herein shall be deemed to constitute an offer to sell or a solicitation of an offer to buy securities. BNY Mellon collects fees
  from Depositary Receipt (“DR”) holders pursuant to the terms and conditions of the DRs. BNY Mellon may make payments to sponsored DR issuers to reimburse and /or
  share revenue from the fees collected from DR holders, or waive fees and expenses for services provided. BNY Mellon may pay a rebate to brokers in connection with
  unsponsored DR issuances. BNY Mellon may also use brokers, dealers or other service providers that are affiliates and that may earn or share fees and commissions. BNY
  Mellon may execute DR foreign currency transactions itself or through its affiliates and in such cases it acts as principal counterparty and not as agent, advisor, broker or
  fiduciary. BNY Mellon has no obligation to obtain the most favorable exchange rate, makes no representation that the rate is a favorable rate and will not be liable for any
  direct or indirect losses associated with the rate. BNY Mellon earns and retains revenue on its executed foreign currency transactions based on, among other things, the
  difference between the rate it assigns to the transaction and the rate that it pays and receives for purchases and sales of currencies when buying or selling foreign currency
  for its own account. The methodology used by BNY Mellon to determine DR conversion rates is available to registered Owners upon request or at
  https://www.adrbnymellon.com/us/en/news-and-publications/dr-issuers/asset_upload_file49220_197380.pdf. Depositary Receipts are not insured by the FDIC or any other
  government agency, are not deposits or other obligations of, and are not guaranteed by BNY Mellon, and are subject to investment risks.

                                                                                 Page 2 of 2

DTCC Public (White)

Banco Santander S.A. – Cash Distribution Resulting from the Sale of Rights –Scrip Dividend
   DR CUSIP: 05964H105 DR ISIN: US05964H1059
   DR Ticker Symbol: SAN
   Ratio (DR: Underlying Shares): 1: 1

   Banco Santander S.A. announced an optional scrip dividend for the upcoming November/December dividend with the DR record date of November 13, 2020.

   THE BELOW NOTICE APPLIES ONLY TO ADR HOLDERS WHO ELECTED OPTION# 3.

   Option# 3- Cash proceeds from sale of all rights in Spanish open market less 19% Spanish tax (this option to be used ONLY for investors resident in Spain for tax purposes
   – by electing this option, ADR holder is certifying that she/he is resident in Spain for tax purposes, and therefore is required to provide the Depositary with the below
   requested information.

   Due to Spanish tax regulations, ADR holders who are resident in Spain for tax purposes are subject to a 19% withholding tax in connection with the proceeds received from
   the sale of rights in the Spanish open market. As a result, ADR holders resident in Spain for tax purposes who wish to receive proceeds from the sale of rights in the Spanish
   open market must elect Option 3. In order to properly remit the tax to the Spanish tax authorities and properly record the holders’ payment of the tax with them, information
   must be provided on the below spreadsheet for all ADR holders who elect Option 3:
   IF ADR HOLDERS ELECT OPTION# 3 AND FAIL TO PROVIDE THE BELOW REQUESTED INFORMATION, THEY WILL BE DEEMED TO HAVE ELECTED
   OPTION #1.

   BNY Mellon will assume no responsibility for ADR holders’ Spanish income tax liability.

   The payable date for cash and additional ADRs resulting from the scrip dividend is December 14, 2020. The Spanish tax disclosure election period will begin on
   November 20th and end on November 24th 2020. The completed forms should be sent to ADROPSDividend@BNYMellon.com. Contact: Andy Roche at 212 815-2734.

                                                   Full name and surname of beneficial
                                                                                                     Spanish Fiscal
      DTC Partcipant          DTC Partcipant                      owner                                                          Fiscal address (For           Number of rights
                                                                                                      Identification
         Number                  Name               (Spanish resident individual for tax                                        Spanish tax purposes)             to be sold
                                                                                                       Number (NIF)
                                                                purposes)

DTCC Public (White)