Obligation Santander Bank 1.75% ( XS2120087452 ) en GBP

Santander Bank

95.96 % ▲

Espagne

XS2120087452 ( en GBP )

1.75% par an ( paiement annuel )

16/02/2027

Prospectus brochure de l'obligation Banco Santander XS2120087452 en GBP 1.75%, échéance 16/02/2027

17/02/2026 ( Dans 106 jours )

Banco Santander est une banque multinationale espagnole, l'une des plus grandes institutions financières du monde, opérant dans plusieurs pays d'Europe, d'Amérique et d'Asie.

L'Obligation émise par Santander Bank ( Espagne ) , en GBP, avec le code ISIN XS2120087452, paye un coupon de 1.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/02/2027

MiFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
Instruments has led to the conclusion that: (i) the target market for the Instruments is eligible counterparties
and professional clients only, each as defined in Directive 2014/65/EU, as amended ("MiFID II"); and (ii) all
channels for distribution of the Instruments to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Instruments (a "distributor") should take
into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Instruments (by either adopting
or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPs Regulation / PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Instruments 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 European Economic Area ("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MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC, as amended or superseded (the
"Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC,
as amended (which includes the amendments made by Directive 2010/73/EU) or superseded, the "Prospectus
Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (the
"PRIIPs Regulation") for offering or sel ing the Instruments or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Instruments or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Final Terms dated 13 February 2020

Banco Santander, S.A.
Issue of GBP 500,000,000 1.750 per cent. Senior Non Preferred Instruments due 17 February 2027
under the 25,000,000,000 Programme for the Issuance of Debt Instruments
PART A -- CONTRACTUAL TERMS
Terms used herein shal be deemed to be defined as such for the purposes of the Terms and Conditions (the
"Terms and Conditions") set forth in the Base Prospectus dated 12 March 2019 and the Supplements to the
Base Prospectus dated 23 August 2019 and 30 September 2019, respectively, which together constitute a base
prospectus for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the
Instruments described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in
conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the
Instruments is only available on the basis of the combination of these Final Terms and the Base Prospectus
dated 12 March 2019 as so supplemented. The Base Prospectus and the Supplements to the Base Prospectus
are available for viewing at the head office of the Issuer (being Ciudad Grupo Santander, Avenida de
Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain), the offices of the Issue and Paying Agent, The Bank
of New York Mellon, London Branch at One Canada Square, London E14 5AL and at the offices of each
Paying Agent and copies may be obtained from the addresses specified above. The Base Prospectus has been
published on the websites of Euronext Dublin (www.ise.ie) and the Central Bank of Ireland
(http:/ www.centralbank.ie).

1 Issuer:
Banco Santander, S.A.
2 (i)
Series Number:
91

(ii)
Tranche Number:
1
3 Specified Currency:
Sterling (GBP)
4 Aggregate Principal Amount:
GBP 500,000,000

(i)
Series:
GBP 500,000,000

(ii)
Tranche:
GBP 500,000,000
5 Issue Price:
99.72 per cent. of the Aggregate Principal Amount
6 Specified Denominations:
GBP 100,000

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7 Calculation Amount:
GBP 100,000
8 (i)
Issue Date:
17 February 2020

(ii)
Interest
Issue Date
Commencement
Date:
9 Maturity Date:
17 February 2027
10 Interest Basis:
1.750 per cent. Fixed Rate
11 Redemption/Payment Basis:
Redemption at par
12 Put/Call Options:
Not Applicable
13 (i)
Status of the
Senior Non Preferred Instruments
Instruments:

(ii)
Date Executive
27 January 2020
Commit ee approval
for issuance of
Instruments
obtained:
14 Method of distribution:
Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15 Fixed Rate Instrument
Applicable
Provisions

(i)
Rate of Interest:
1.750 per cent. per annum payable annually in arrear on each
Interest Payment Date

(ii)
Interest Payment
17 February in each year from and including 17 February 2021 to
Date(s):
and including the Maturity Date, adjusted in accordance with the
Following Business Day Convention

(iii)
Fixed Coupon
GBP 1,750 per GBP 100,000 of Specified Denomination on each
Amount:
Interest Payment Date. No adjustment shal be made to the Fixed
Coupon Amount

(iv)
Day Count Fraction: Actual/Actual (ICMA)

(v)
Determination
17 February in each year
Dates:

(vi)
Party responsible for Banco Santander, S.A.
calculating the Rate
of Interest and/or
Interest Amount (if
not the Issue and
Paying Agent)

(vii)
Step Up Provisions:
Not Applicable

-- Step Up Margin:
Not Applicable
16 Reset Instrument Provisions
Not Applicable
17 Floating Rate and CMS-
Not Applicable
Linked Instrument Provisions
18 Zero Coupon Instrument
Not Applicable
Provisions
PROVISIONS RELATING TO REDEMPTION
19 Cal Option:
Not Applicable
20 Put Option
Not Applicable
21 Maturity Redemption Amount GBP 100,000 per Instrument of GBP 100,000 Specified

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of each Instrument
Denomination
22 Early Redemption Amount, Early Redemption Amount (Tax), Early Redemption Amount (Capital
Disqualification Event) and Early Redemption Amount (TLAC/MREL Disqualification Event)

TLAC/MREL Disqualification Applicable
Event

Early Redemption Amount(s)
GBP 100,000 per GBP 100,000 of Specified Denomination
of each Instrument payable on
redemption for (1) taxation
reasons , (2) TLAC/MREL
Disqualification Event or (3)
on event of default:

GENERAL PROVISIONS APPLICABLE TO THE INSTRUMENTS
23 Form of Instruments:
Bearer Instruments:

Temporary Global Instrument exchangeable for a Permanent Global
Instrument which is exchangeable for Definitive Instruments in the
limited circumstances specified in the Permanent Global Instrument
24 New Global Note:
Yes
25 Talons for future Coupons or
No
Receipts to be attached to
Definitive Instruments (and
dates on which such Talons
mature):
26 Relevant Financial Centre:
London
27 Relevant Financial Centre
London
Day:
28 Amount of each instalment
Not Applicable
(Instalment Amount), date on
which each payment is to be
made (Instalment Date):
29 Commissioner:
Mr. Luis Coronel de Palma Martinez-Agulló
30 Waiver of Set-off:
Applicable
31 Substitution and Variation:
Applicable
32 Governing law
Spanish law
DISTRIBUTION
33 If syndicated, names of
Banco Santander, S.A., Deutsche Bank Aktiengesellschaft, RBC
Managers:
Europe Limited and The Toronto-Dominion Bank (as "Joint Lead
Managers").
Abanca Corporación Bancaria, S.A., Bankia, S.A., Bayerische
Landesbank, BB Securities Limited and Liberbank, S.A. (as "Co-
Lead Managers", and together with the Joint Lead Managers, the
"Managers")
34 If non-syndicated, name of
Not Applicable
Dealer/Manager:
35 Stabilisation Manager(s):
Not Applicable
36 US Selling Restrictions:
Reg. S Compliance Category 2;TEFRA D
(Categories of potential
investors to which the
Instruments are offered)

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CONFIRMED
BANCO SANTANDER, S.A.
By:

Authorised Signatory
Date 13 February 2020

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PART B -- OTHER INFORMATION
1 LISTING AND ADMISSION TO TRADING
Application has been made by the Issuer (or on its behalf) for the Instruments to be listed on the Official List
of Euronext Dublin and application is expected to be made by the Issuer (or on its behalf) for the Instruments
to be admitted to trading on its regulated market.
Estimate of total expenses related to admissions to trading: EUR 600
2 RATINGS
The Instruments to be issued are expected to be rated:
S&P: A-
Moody's: Baa1
Fitch: A-
These credit ratings have been issued by S&P Global Ratings Europe Limited ("S&P"), Moody's Investor
Services España, S.A. ("Moody's") and Fitch Ratings España, S.A.U. ("Fitch")
Each of S&P, Moody's and Fitch is established in the European Union and is registered under Regulation
(EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such each of S&P, Moody's and Fitch is
included in the list of credit rating agencies published by the European Securities and Markets Authority on
its website in accordance with the CRA Regulation.
A list of rating agencies registered under the CRA Regulation can be found at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.
3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in paragraph 5.4 (Placing and Underwriting) of the Base Prospectus for any fees payable to
the Managers, so far as the Issuer is aware, no person involved in the offer of the Instruments has an interest
material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in
investment banking and/or commercial banking transactions with, and may perform other services for, the
Issuer and its affiliates in the ordinary course of business.
4
YIELD

Indication of yield:
1.793 per cent. per annum

As set out above, the yield is calculated at the Issue Date on the basis
of the Issue Price. It is not an indication of future yield.

5
OPERATIONAL INFORMATION

ISIN:
XS2120087452

Common Code:
212008745

CUSIP number:
Not Applicable

CFI:
See the website of the Association of National Number Agencies
(ANNA) or alternatively sourced from the responsible National
Numbering Agency that assigned the CFI

FISN:
See the website of the Association of National Number Agencies
(ANNA) or alternatively sourced from the responsible National
Numbering Agency that assigned the FISN

WKN:
Not applicable

Any other clearing system other than
Not applicable
Euroclear and Clearstream Banking,
société anonyme and the relevant

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identification numbers:

Delivery:
Delivery against payment

Names and addresses of additional
Not Applicable
Paying Agent(s) (if any):

Intended to be held in a manner which Yes. Note that the designation "yes" simply means that the
would al ow Eurosystem eligibility:
Instruments are intended upon issue to be deposited with one of
the ICSDs as common safekeeper and registered in the name of a
nominee of one of the ICSDs acting as common safekeeper, and
does not necessarily mean that the Instruments will be recognised
as eligible collateral for Eurosystem monetary policy and
intraday credit operations by the Eurosystem either upon issue or
at any or all times during their life. Such recognition will depend
upon the ECB being satisfied that Eurosystem eligibility criteria
have been met.

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