Bond Santander Bank 3.306% ( US05971KAC36 ) in USD

Santander Bank

96.887 % ▲

Spain

US05971KAC36 ( in USD )

3.306% per year ( payment 2 times a year)

26/06/2029

Prospectus brochure of the bond Banco Santander US05971KAC36 en USD 3.306%, maturity 26/06/2029

05971KAC3

A+ ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

27/12/2025 ( In 53 days )

Banco Santander is a Spanish multinational banking and financial services company with significant operations in Europe, North America, and South America.

The Bond issued by Santander Bank ( Spain ) , in USD, with the ISIN code US05971KAC36, pays a coupon of 3.306% per year.
The coupons are paid 2 times per year and the Bond maturity is 26/06/2029

The Bond issued by Santander Bank ( Spain ) , in USD, with the ISIN code US05971KAC36, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Santander Bank ( Spain ) , in USD, with the ISIN code US05971KAC36, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
424B5 1 d754047d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration number 333-217116
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities Offered

Price

Registration Fee(1)
2.706% Senior Preferred Fixed Rate Notes due 2024

$1,500,000,000

$181,800
3.306% Senior Preferred Fixed Rate Notes due 2029

$1,000,000,000

$121,200
Total

$2,500,000,000

$303,000

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT
(to prospectus dated April 3, 2017)

$2,500,000,000
Banco Santander, S.A.
$1,500,000,000 2.706% Senior Preferred Fixed Rate Notes due 2024
$1,000,000,000 3.306% Senior Preferred Fixed Rate Notes due 2029
The 2.706% Senior Preferred Fixed Rated Notes due 2024 (the "2024 Fixed Rate Notes") will bear interest at a rate of 2.706% per year. From and including the date of
issuance, interest will be payable semi-annually in arrears on the 2024 Fixed Rate Notes on June 27 and December 27 of each year, beginning on December 27, 2019. The 2024
Fixed Rate Notes will be due on June 27, 2024.
The 3.306% Senior Preferred Fixed Rated Notes due 2029 (the "2029 Fixed Rate Notes" and together with the 2024 Fixed Rate Notes, (the "Notes") will bear interest at a rate
of 3.306% per year. From and including the date of issuance, interest will be payable semi-annually in arrears on the 2029 Fixed Rate Notes on June 27 and December 27 of each
year, beginning on December 27, 2019. The 2029 Fixed Rate Notes will be due on June 27, 2029.
The Notes will be issued in minimum denominations of $200,000 and integral multiples of $200,000 in excess thereof.
The payment obligations of Banco Santander, S.A. ("Banco Santander") under the Notes will constitute direct, unconditional, unsubordinated and unsecured obligations
(créditos ordinarios) of Banco Santander and subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), upon the insolvency of
Banco Santander (unless they qualify as subordinated claims (créditos subordinados) pursuant to Article 92 of Law 22/2003 (Ley Concursal) dated 9 July 2003 (the "Spanish
Insolvency Law")), such payment obligations in respect of principal rank (i) pari passu among themselves and with any Senior Higher Priority Liabilities (as defined below), and
(ii) senior to (x) any Senior Non Preferred Liabilities (as defined below) and (y) any present and future subordinated obligations (créditos subordinados) of Banco Santander in
accordance with Article 92 of the Spanish Insolvency Law.
By its acquisition of the Notes, each holder (which, for the purposes of this clause, includes each holder of a beneficial interest in the Notes) acknowledges, accepts,
consents to and agrees to be bound by the terms of the Notes related to the exercise of the Bail-in Power (as defined herein) set forth under "Description of Debt Securities
--Agreement and Acknowledgement with Respect to the Exercise of the Bail-in Power" in the accompanying prospectus. See "Notice to Investors" on page S-i of this
prospectus supplement for further information.
The Notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency of the Kingdom of Spain,
the United States or any other jurisdiction.
We may redeem the Notes, in whole but not in part, at any time at 100% of their principal amount plus accrued and unpaid interest (if any) upon the occurrence of certain tax
events.
We intend to apply to list the Notes on the New York Stock Exchange in accordance with its rules.
Investing in the Notes involves risks. See "Risk Factors" beginning on page S-9 of this prospectus supplement, page 3 of the accompanying prospectus and in our
annual report on Form 20-F for the fiscal year ended December 31, 2018, which is incorporated by reference herein.
The Notes are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to retail investors in the
European Economic Area (as defined in Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on Markets in Financial Instruments and
amending Directive 2002/92/EC and Directive 2011/61/EU "MiFID II", as amended or replaced from time to time). Prospective investors are referred to the section
headed "Important Information" on page S-iii of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Underwriting
Discounts and
Proceeds to us (before
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Final Prospectus Supplement

Price to Public
Commissions
expenses)

Per 2024 Fixed Rate Note

100.000%

0.300%

99.700%

Total 2024 Fixed Rate Notes

$1,500,000,000
$4,500,000

$1,495,500,000

Per 2029 Fixed Rate Note

100.000%

0.450%

99.550%

Total 2029 Fixed Rate Notes

$1,000,000,000
$4,500,000

$995,500,000

The initial public offering prices set forth above do not include accrued interest, if any. Interest on the Notes will accrue from the expected date of issuance, which is June 27,
2019. See "Underwriting (Conflicts of Interest)".
We expect that the Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company ("DTC") and its direct and indirect participants,
including Clearstream Banking, société anonyme ("Clearstream Luxembourg") and Euroclear Bank S.A./N.V. ("Euroclear") on or about June 27, 2019, which will be the fifth New
York business day following the pricing of the Notes (such settlement period being referred to as "T+5"). Beneficial interests in the Notes will be shown on, and transfers thereof
will be effected only through, records maintained by DTC and its participants.
Joint Bookrunners

BofA Merrill Lynch

Citigroup

J.P. Morgan

Morgan Stanley

Santander
Co-Leads

ABANCA

Bankia

Bankinter
Prospectus Supplement, dated June 20, 2019
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Notice to Investors
S-i
About this Prospectus Supplement
S-ii
Incorporation of Information by Reference
S-iii
Forward-Looking Statements
S-iii
Important Information
S-iv
Summary
S-1
Risk Factors
S-9
Use of Proceeds
S-10
Capitalization of the Group
S-11
Description of the Notes
S-12
Taxation
S-17
Underwriting (Conflicts of Interest)
S-18
Legal Opinions
S-26
Experts
S-26
Prospectus

Page
About this Prospectus

1
Use of Proceeds

2
Banco Santander, S.A.

2
Risk Factors

3
Description of Debt Securities
41
Description of Contingent Convertible Capital Securities
70
Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Capital Securities
118
Description of Ordinary Shares
124
Description of American Depositary Shares
125
Taxation
132
Benefit Plan Investor Considerations
159
Plan of Distribution (Conflicts of Interest)
161
Legal Opinions
163
Experts
163
Enforcement of Civil Liabilities
163
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Final Prospectus Supplement
Where You Can Find More Information
164
Incorporation of Documents by Reference
164
Cautionary Statement on Forward-Looking Statements
165
Table of Contents
NOTICE TO INVESTORS
Agreements and Acknowledgments of Investors, including Holders and Beneficial Owners
Notwithstanding any other term of the Notes or any other agreements, arrangements, or understandings between Banco Santander and any
holder of the Notes, by its acquisition of the Notes, each holder (which, for the purposes of this clause, includes each holder of a beneficial interest
in the Notes) acknowledges, accepts, consents to and agrees to be bound by the exercise of any Bail-in Power (as defined herein) by the Relevant
Resolution Authority (as defined herein) that may result in the write-down or cancellation of all or a portion of the Amounts Due on the Notes
and/or the conversion of all or a portion of the Amounts Due (as defined herein) on the Notes into shares or other securities or other obligations of
Banco Santander or another person, including by means of a variation to the terms of the Notes to give effect to the exercise by the Relevant
Resolution Authority of such Bail-in Power. Each holder of the Notes further acknowledges and agrees that the rights of the holders of the Notes
are subject to--and will be varied, if necessary, so as to give effect to--the exercise of any Bail-in Power by the Relevant Resolution Authority.
For these purposes, "Amounts Due" are the principal amount of, premium, if any, together with any accrued but unpaid interest, and
Additional Amounts, if any, due on the Notes. References to such amounts will include amounts that have become due and payable, but which
have not been paid, prior to the exercise of the Bail-in Power by the Relevant Resolution Authority.
For these purposes, a "Bail-in Power" means any statutory write-down and/or conversion power existing from time to time under any laws,
regulations, rules or requirements in effect in the Kingdom of Spain relating to the resolution of Regulated Entities applicable to Banco Santander
or other Regulated Entities of the Group, including (but not limited to) (i) the transposition of the Bank Recovery and Resolution Directive
("BRRD") (including but not limited to, Law 11/2015, Royal Decree 1012/2015 and any other implementing regulations) as amended or
superseded from time to time, (ii) Regulation (EU) No. 806/2014 of the European Parliament and of the Council of 15 July 2014, establishing
uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of the Single
Resolution Mechanism and the Single Resolution Fund and amending Regulation (EU) No. 1093/2010 (as amended or superseded from time to
time, the "SRM Regulation") and (iii) the instruments, rules and standards created thereunder, pursuant to which any obligation of a Regulated
Entity (or an affiliate of such Regulated Entity) can be reduced, cancelled and/or converted into shares or other securities or obligations of such
Regulated Entity (or affiliate of such Regulated Entity) or any other person. A reference to "Regulated Entities" means any legal person to which
BRRD, as implemented in the Kingdom of Spain (including but not limited to, Law 11/2015, Royal Decree 1012/2015 and any other implementing
regulations) as amended or superseded from time to time), the SRM Regulation, or any other Spanish law relating to Bail-in Power, applies,
which includes, certain credit entities, investment firms, and certain parent or holding companies.
A reference to the "Relevant Resolution Authority" is to the Spanish Fund for the Orderly Restructuring of Banks (the "FROB"), the
European Single Resolution Mechanism, as the case may be, according to Law 11/2015, and any other entity with the authority to exercise the
Bail-in Power or any other resolution power from time to time.
By its acquisition of the Notes, each holder of the Notes, (which, for the purposes of this clause, includes each holder of a beneficial interest
in the Notes), to the extent permitted by the Trust Indenture Act of 1939, as amended ("Trust Indenture Act"), will waive any and all claims, in
law and/or in equity, against the Trustee for, agree not to initiate a suit against the Trustee in respect of, and agree that the Trustee will not be
liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Bail-in Power by the
Relevant Resolution Authority with respect to the Notes.

S-i
Table of Contents
By purchasing the Notes, each holder (including each beneficial owner) of the Notes shall be deemed to have authorized, directed and
requested The Depository Trust Company ("DTC") and any direct participant in DTC or other intermediary through which it holds the Notes to
take any and all necessary action, if required, to implement the exercise of the Bail-in Power with respect to the Notes as it may be imposed,
without any further action or direction on the part of such holder.
Neither Banco Santander nor the Underwriters (as defined in "Underwriting (Conflicts of Interest)" in this prospectus supplement) have
authorized anyone to provide you with information other than information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus (including any free writing prospectus issued or authorized by us). The distribution of this prospectus
supplement and the accompanying prospectus and the offering of the Notes in some jurisdictions may be restricted by law. If you possess this
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Final Prospectus Supplement
prospectus supplement and the accompanying prospectus, you should find out about and observe these restrictions. This prospectus supplement
and the accompanying prospectus are not an offer to sell the Notes and neither Banco Santander nor the Underwriters are soliciting an offer to
buy the Notes in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or
from any person to whom it is not permitted to make such offer or sale. We refer you to the information under "Underwriting (Conflicts of
Interest)" in this prospectus supplement. You should assume that the information contained in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference is accurate only as of their respective dates.
ABOUT THIS PROSPECTUS SUPPLEMENT
In this prospectus supplement, we use the following terms:

· "we", "our" and "us" or "Banco Santander" means Banco Santander, S.A.;

· "Group" means Banco Santander, S.A. and its consolidated subsidiaries;

· "dollars" and "$" refer to the currency of the United States;

· "euro" and "" refer to the currency of the member states of the European Union ("EU") that have adopted the single currency in accordance

with the treaty establishing the European Community, as amended; and

· "SEC" refers to the U.S. Securities and Exchange Commission.
This document is not a prospectus for the purposes of the European Union's Directive 2003/71/EC (as amended or superseded from time to time,
including by Directive 2010/73/EU) as implemented in Member States of the European Economic Area (the "Prospectus Directive"). This document has
been prepared on the basis that all offers of the Notes offered hereby made to persons in the European Economic Area will be made pursuant to an
exemption under the Prospectus Directive from the requirement to produce a prospectus in connection with offers of such Notes.
The communication of this document and any other document or materials relating to the issue of the Notes offered hereby is not being made, and
such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom's Financial
Services and Markets Act 2000, as amended ("FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed
on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to
and directed at persons outside the United Kingdom and those persons in the United Kingdom falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion
Order")), or within Article 49(2)(a) to (d) of the Financial Promotion Order, or to any other

S-ii
Table of Contents
persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant
persons"). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this document relates
will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or
any of its contents.
INCORPORATION OF INFORMATION BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-217116) we have filed with the SEC under the Securities
Act. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should
review the information in and exhibits to the registration statement for further information on us and the Notes. Statements in this prospectus supplement
concerning any document we filed or will file as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be
comprehensive and are qualified in their entirety by reference to these filings. You should review the complete document to evaluate these statements.
The SEC allows us to "incorporate by reference" the information that we file with the SEC. This permits us to disclose important information to you
by referring to these filed documents. Any information referred to in this way is considered part of this prospectus supplement and accompanying
prospectus, and any information that we file with the SEC after the date of this prospectus supplement will automatically be deemed to update and
supersede this information.
We incorporate by reference the Group's Annual Report on Form 20-F for the year ended December 31, 2018 filed with the SEC on March 26, 2019
and the Group's Report on Form 6-K filed with the SEC on May 14, 2019.
We also incorporate by reference all subsequent annual reports of the Group filed on Form 20-F and any future filings made with the SEC under
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Final Prospectus Supplement
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and certain reports on Form 6-K, if they state that they are
incorporated by reference into the registration statement of which this prospectus supplement forms a part, that we furnish to the SEC after the date of this
prospectus supplement and until the Underwriters sell all of the Notes.
Upon written or oral request, we will provide free of charge a copy of any or all of the documents that we incorporate by reference into this
prospectus supplement, other than exhibits which are not specifically incorporated by reference into this prospectus supplement. To obtain copies you
should contact us at Investor Relations, Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain (telephone: (011)
34-91-259-6520).
FORWARD-LOOKING STATEMENTS
From time to time, we may make statements, both written and oral, regarding assumptions, projections, expectations, intentions or beliefs about
future events. These statements constitute "forward-looking statements" for purposes of the Private Securities Litigation Reform Act of 1995. We caution
that these statements may and often do vary materially from actual results. Accordingly, we cannot assure you that actual results will not differ materially
from those expressed or implied by the forward-looking statements. You should read the sections entitled "Risk Factors" in this prospectus supplement and
the accompanying prospectus and "Forward-Looking Statements" in our Annual Report on Form 20-F for the year ended December 31, 2018, which is
incorporated by reference herein.

S-iii
Table of Contents
We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, forward-looking events discussed in this prospectus supplement and the
accompanying prospectus or any information incorporated by reference, might not occur.
IMPORTANT INFORMATION
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 Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subject to MiFID II subsequently offering, selling or recommending the Notes (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 Notes (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 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 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; or (ii) a customer within the
meaning of Directive 2002/92/EC as amended or superseded, the Insurance Mediation Directive ("IMD"), 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 required by Regulation (EU) No
1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
Singapore SFA Product Classification--In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the
"SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has
determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are `prescribed capital markets products' (as
defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

S-iv
Table of Contents
SUMMARY
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Final Prospectus Supplement
The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with, the remainder of
this prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein. You should base your investment
decision on a consideration of this prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein, as a
whole. Words and expressions used in this summary and not defined herein shall have the meanings ascribed to them in "Description of the Notes" in
this prospectus supplement and in "Description of Debt Securities" in the accompanying prospectus.
Banco Santander is the parent bank of the Group. The Group operates principally in Spain, the United Kingdom, other European countries,
Brazil and other Latin American countries and the United States, offering a wide range of financial products. In Latin America, the Group has
majority shareholdings in banks in Argentina, Brazil, Chile, Mexico, Peru and Uruguay.
Banco Santander was established on March 21, 1857 and incorporated in its present form by a public deed executed in Santander, Spain, on
January 14, 1875. Banco Santander is incorporated under, and governed by, the laws of the Kingdom of Spain as a company with unlimited duration
and with limited liability (sociedad anónima).
Banco Santander conducts business under the commercial name "Santander". The Group's principal corporate offices are located in Ciudad
Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain, and its telephone number is (011) 34-91-259-6520.
Legal Proceedings Update
A portion of our Spanish mortgage loan portfolio bears interest at a rate indexed to the índice de referencia de préstamos hipotecarios known as
"IRPH," which, at the time the contracts were entered into, served as a reference rate for mortgage loan agreements in Spain and was published by the
Bank of Spain. Consumers in Spain have brought lawsuits against most of the Spanish banking sector alleging that the use and related disclosures of
such rate did not comply with the transparency requirements of European regulation. On December 14, 2017, the Supreme Court of Spain ruled that,
as an official rate that was published by the Bank of Spain, the IPRH is an index rate that is not subject to the relevant European transparency
regulation. The matter has been referred to the Court of Justice of the European Union. Pending the outcome of this referral, the IRPH remains valid as
a result of the decision of the Supreme Court of Spain. In the event of an adverse ruling by the Court of Justice of the European Union, the court would
need to determine the interest rate that would apply to the relevant mortgage loans, including whether any interest rate would apply at all.
Additionally, it is unclear whether such a ruling by the Court of Justice of the European Union would have retroactive effect and, if so, to what extent.
The uncertainty regarding the ruling by the Court of Justice of the European Union as well as the effects of such ruling make estimating the
potential exposure difficult. Currently, the balance of the relevant mortgage loans held by us equals approximately EUR 4.3 billion. Although we
believe that the decision of the Supreme Court of Spain is well-founded, an unfavorable decision by the Court of Justice of the European Union could
result in material monetary damages.

S-1
Table of Contents
THE OFFERING

Issuer

Banco Santander, S.A.
2024 Fixed Rate Notes
$1,500,000,000 aggregate principal amount of 2.706% Senior Preferred Fixed Rate Notes

due 2024.
2029 Fixed Rate Notes
$1,000,000,000 aggregate principal amount of 3.306% Senior Preferred Fixed Rate Notes

due 2029.
Issue Date

June 27, 2019
Maturity Date
We will pay the 2024 Fixed Rate Notes at 100% of their principal amount plus accrued
interest on June 27, 2024.

We will pay the 2029 Fixed Rate Notes at 100% of their principal amount plus accrued

interest on June 27, 2029.
Interest Rate
The 2024 Fixed Rate Notes will bear interest at a rate of 2.706% per annum.

The 2029 Fixed Rate Notes will bear interest at a rate of 3.306% per annum.
Interest Payment Dates
Each June 27 and December 27, commencing on December 27, 2019, up to and including

the Maturity Date or any date of earlier redemption.
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Regular Record Dates
Interest will be paid to holders of record of the Notes in respect of the principal amount
thereof outstanding 15 calendar days preceding the relevant Interest Payment Date, whether

or not a Business Day (as defined herein).
Business Day Convention

Following, unadjusted
Day Count Basis

30/360
Ranking
The payment obligations of Banco Santander under the Notes will constitute direct,
unconditional, unsubordinated and unsecured obligations (créditos ordinarios) of Banco
Santander and subject to any other ranking that may apply as a result of any mandatory
provision of law (or otherwise), upon the insolvency of Banco Santander (unless they
qualify as subordinated claims (créditos subordinados) pursuant to Article 92 of the
Spanish Insolvency Law), such payment obligations in respect of principal rank (i) pari
passu among themselves and with any Senior Higher Priority Liabilities (as defined below)
and (ii) senior to (x) any Senior Non Preferred Liabilities (as defined below) and (y) any
present and future subordinated obligations (créditos subordinados) of Banco Santander in
accordance with Article 92 of the Spanish Insolvency Law.

Claims of holders of the Notes in respect of interest accrued but unpaid as of the
commencement of any insolvency procedure in respect of Banco Santander shall constitute
subordinated claims (créditos subordinados) against Banco Santander ranking in

accordance with the provisions of Article 92.3º of the Spanish

S-2
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Insolvency Law and no further interest shall accrue from the date of the declaration of
insolvency of Banco Santander.

The obligations of Banco Santander under the Notes are subject to the Bail-in Power.

"Law 11/2015" means Law 11/2015 of 18 June on recovery and resolution of credit
institutions and investment firms, as amended from time to time.

"Senior Higher Priority Liabilities" means any obligations of Banco Santander which
specify their status as ordinary senior instruments and any other unsecured and
unsubordinated obligations (créditos ordinarios) of Banco Santander (including the Notes),
other than the Senior Non Preferred Liabilities.

"Senior Non Preferred Liabilities" means any unsubordinated and unsecured senior non
preferred obligations (créditos ordinarios no preferentes) of Banco Santander under
Additional Provision 14.2º of Law 11/2015, as amended by Royal Decree-Law 11/2017, of
23 June, on urgent measures in financial matters, and as further amended from time to
time, and any other obligations which, by law and/or by their terms, and to the extent
permitted by Spanish law, rank pari passu with the Senior Non Preferred Liabilities.

Banco Santander agrees with respect to the Notes and each holder of the Notes, by his or
her acquisition of the Notes will be deemed to have agreed to the ranking as described
herein. Each such holder will be deemed to have irrevocably waived his or her rights of
priority which would otherwise be accorded to him or her under the laws of Spain, to the
extent necessary to effectuate the ranking provisions of the Notes. In addition, each holder
of the Notes by his or her acquisition of such Notes authorizes and directs the Trustee on
his or her behalf to take such action as may be necessary or appropriate to effectuate the
ranking of such Notes as provided in the Base Indenture (as defined below) between us as
Issuer and the Trustee and appoints the Trustee his or her attorney-in-fact for any and all
such purposes.

As of March 31, 2019, Banco Santander had outstanding 27.03 billion of unsubordinated
and unsecured indebtedness, including 10.58 billion of Senior Higher Priority Liabilities
and 16.46 billion of Senior Non Preferred Liabilities (including the second ranking senior
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securities issued by Banco Santander prior to the entrance into force of Royal Decree-Law
11/2017).

Additionally, as of March 31, 2019, Banco Santander had outstanding 21.52 billion of
secured indebtedness and 17.13 billion of subordinated indebtedness. Banco Santander
subsidiaries had 105.03 billion indebtedness outstanding as of March 31, 2019.

See "Description of the Notes--Status of the Notes ."

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Agreement and Acknowledgement with Respect to
Notwithstanding any other term of the Notes or any other agreements, arrangements, or
the Exercise of Bail-in Power
understandings between Banco Santander and any holder of the Notes, by its acquisition of
the Notes, each holder (which, for the purposes of this clause, includes each holder of a
beneficial interest in the Notes) acknowledges, accepts, consents to and agrees to be bound
by the exercise of any Bail-in Power (as defined herein) by the Relevant Resolution
Authority that may result in the write-down or cancellation of all or a portion of the
Amounts Due on the Notes and/or the conversion of all or a portion of the Amounts Due on
the Notes into shares or other securities or other obligations of Banco Santander or another
person, including by means of a variation to the terms of the Notes to give effect to the
exercise by the Relevant Resolution Authority of such Bail-in Power. Each holder of the
Notes further acknowledges and agrees that the rights of the holders of the Notes are
subject to--and will be varied, if necessary, so as to give effect to--the exercise of any
Bail-in Power by the Relevant Resolution Authority.

For these purposes, "Amounts Due" are the principal amount of, premium, if any, together
with any accrued but unpaid interest, and Additional Amounts, if any, due on the Notes.
Reference to such amounts will include amounts that have become due and payable, but
which have not been paid, prior to the exercise of the Bail-in Power by the Relevant
Resolution Authority.

For these purposes, the "Bail-in Power" is any statutory write-down and/or conversion
power existing from time to time under any laws, regulations, rules or requirements in
effect in the Kingdom of Spain relating to the resolution of Regulated Entities applicable to
Banco Santander or other Regulated Entities of the Group, including (but not limited to) (i)
the transposition of the BRRD (including but not limited to, Law 11/2015, Royal Decree
1012/2015 and any other implementing regulations) as amended or superseded from time to
time, (ii) Regulation (EU) No. 806/2014 of the European Parliament and of the Council of
15 July 2014, establishing uniform rules and a uniform procedure for the resolution of
credit institutions and certain investment firms in the framework of the SRM Regulation
and (iii) the instruments, rules and standards created thereunder, pursuant to which any
obligation of a Regulated Entity (or an affiliate of such Regulated Entity) can be reduced,
cancelled and/or converted into shares or other securities or obligations of such Regulated
Entity (or affiliate of such Regulated Entity) or any other person.

See "Description of Debt Securities--Agreement and Acknowledgement with Respect to the
Exercise of the Bail-in Power" in the accompanying prospectus.

Repayment of Principal and Payment of Interest
No repayment or payment of Amounts Due on the Notes will be or become due and payable
After Exercise of Bail-in Power
or be paid after the exercise of any Bail-in Power by the Relevant Resolution Authority if
and to the extent such amounts have been reduced, converted, cancelled, amended or

altered as a result of such exercise.

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Payment of Additional Amounts
All amounts payable in respect of the Notes will be made without withholding or deduction
for or on account of any taxes imposed or levied by or on behalf of Spain, unless such
withholding or deduction is required by law. In that event, Banco Santander shall pay
additional amounts as will result in receipt by the holders of the Notes of such amount as
would have been received by them had no such withholding or deduction been required,
subject to certain exceptions, as described under "Description of Debt Securities--

Additional Amounts" in the accompanying prospectus.
Additional Issuances
Banco Santander may, without the consent of the holders of the Notes, issue additional
notes of the same series as the Notes of the series that is being increased, having the same
ranking and same interest rate, maturity date, redemption terms and other terms as the
Notes of the series that is being increased, described in this prospectus supplement except
for the price to the public, original interest accrual date, issue date and first interest payment
date, provided however that such additional notes will not have the same CUSIP, ISIN or
other identifying number as the outstanding Notes of such series unless the additional notes
are fungible with the outstanding Notes of such series for U.S. federal income tax purposes.
Any such additional notes, together with the Notes of such series offered by this prospectus
supplement, will constitute a single series of securities under the Base Indenture. There is
no limitation on the amount of notes that Banco Santander may issue under the Base

Indenture.
Tax Redemption
If (i) as a result of any change in the laws or regulations of Spain or of any political
subdivision thereof or any authority or agency therein or thereof having power to tax or in
the interpretation or administration of any such laws or regulations which becomes effective
on or after the date of issue of the Notes of the relevant series, Banco Santander shall
determine that Banco Santander would be required to pay Additional Amounts as described
in "Description of Debt Securities--Additional Amounts " in the accompanying prospectus
and (ii) such circumstances are evidenced by the delivery by Banco Santander to the Trustee
of a certificate signed by two authorized signatories of Banco Santander stating that such
circumstances prevail and describing the facts leading thereto or an opinion of independent
legal advisers of recognized standing to the effect that such circumstances prevail, Banco
Santander may, at its option and having given no less than 30 nor more than 60 days' notice
to the holders of the Notes of the relevant series in accordance with the terms described
under "Description of Debt Securities--Notices" in the accompanying prospectus (which
notice shall be irrevocable) and a concurrent copy thereof to the Trustee, redeem in whole,
but not in part, the outstanding Notes of the relevant series at their early tax redemption
amount, which shall be their principal amount, together with any accrued interest thereon
to (but excluding) the date fixed for redemption; provided, however, that no such notice of
redemption may be given earlier than 90 days prior to the earliest date on which Banco
Santander would be obliged to pay such Additional Amounts were a payment in respect of
the Notes of the relevant series then due.

See "Description of the Notes--Early Redemption--Early Redemption for Taxation
Reasons".

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Optional Redemption
Other than as described under "Description of the Notes--Early Redemption--Early
Redemption for Taxation Reasons", the Notes

will not be subject to early redemption by Banco Santander or holders of the Notes.
Waiver of Right of Set-off
Subject to applicable law, neither any holder or beneficial owner of the Notes nor the
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Trustee acting on behalf of the holders of the Notes may exercise, claim or plead any right
of set-off, compensation or retention in respect of any amount owed to it by Banco
Santander in respect of, or arising under, or in connection with, the Notes or the Base
Indenture and the First Supplemental Indenture and each holder and beneficial owner of the
Notes, by virtue of its holding of any Notes or any interest therein, and the Trustee acting
on behalf of such holders, shall be deemed to have waived all such rights of set-off,
compensation or retention. If, notwithstanding the above, any amounts due and payable to
any holder or beneficial owner of a Note or any interest therein by Banco Santander in
respect of, or arising under, the Notes are discharged by set-off, such holder or beneficial
owner shall, subject to applicable law, immediately pay an amount equal to the amount of
such discharge to Banco Santander (or, if the event of any voluntary or involuntary
liquidation of Banco Santander shall have occurred, the liquidator or administrator of
Banco Santander, as the case may be) and, until such time as payment is made, shall hold
an amount equal to such amount in trust (where possible) or otherwise for Banco Santander
(or the liquidator or administrator of Banco Santander, as the case may be) and,
accordingly, any such discharge shall be deemed not to have taken place.

See "Description of the Notes--Waiver of Right of Set-off".
Events of Default
If any of the following events occurs and is continuing with respect to the Notes, it shall
constitute an event of default:

(i) Non-payment: default is made in the payment of any interest or principal due in
respect of the Notes and such default continues for a period of seven days.

(ii) ?Winding up: any order is made by any competent court or resolution passed for
the winding up or dissolution of Banco Santander (except in any such case for the
purpose of reconstruction or a merger or amalgamation which has been
previously approved by the holders of at least a majority of the outstanding
principal amount of the Notes or a merger with another financial institution, in
this case even without being approved by holders of the Notes, provided that any
entity that survives or is created as a result of such merger is given a rating by an
internationally recognized rating agency at least equal to the then current rating
of Banco Santander at the time of such merger).

Under the terms of the Indenture, no exercise of a resolution tool or resolution power by the
Relevant Resolution Authority or any action in compliance therewith shall constitute an

event of default.

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If an event of default occurs as set forth in paragraph (i) above, then the Trustee or the
holders of at least 25% in outstanding principal amount of the Notes may institute
proceedings for the winding up or dissolution of Banco Santander but may take no further
action in respect of such default.

If an event of default occurs as set forth in paragraph (ii) above, then the Trustee or the
holders of at least 25% in outstanding principal amount of the Notes may declare the Notes
immediately due and payable whereupon the Notes shall, when permitted by applicable
Spanish insolvency law, become immediately due and payable at their early termination
amount (which shall be the principal amount of the Notes), together with all interest (if
any) accrued thereon.

Without prejudice to paragraphs (i) and (ii) above, the Trustee or the holders of at least
25% in outstanding principal amount of the Notes may, at their discretion and without
further notice, institute such proceedings against Banco Santander as they may think fit to
enforce any obligation, condition or provision binding on Banco Santander under the Notes,
provided that, except as provided in paragraph (ii) above, Banco Santander shall not as a
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Document Outline

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