Obligation Santander Bank 3.8% ( US05964HAF29 ) en USD

Santander Bank

97.532 % ▲

Espagne

US05964HAF29 ( en USD )

3.8% par an ( paiement semestriel )

22/02/2028

Prospectus brochure de l'obligation Banco Santander US05964HAF29 en USD 3.8%, échéance 22/02/2028

05964HAF2

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

22/08/2025 ( Dans 97 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 USD, avec le code ISIN US05964HAF29, paye un coupon de 3.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/02/2028

L'Obligation émise par Santander Bank ( Espagne ) , en USD, avec le code ISIN US05964HAF29, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Santander Bank ( Espagne ) , en USD, avec le code ISIN US05964HAF29, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d469175d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Nos. 333-217116
CALCULATION OF REGISTRATION FEE

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

Price
Registration Fee(1)
3.125% Senior Non Preferred Fixed Rate Notes due 2023

$1,000,000,000
$124,500
3.800% Senior Non Preferred Fixed Rate Notes due 2028

$1,000,000,000
$124,500
Senior Non Preferred Floating Rate Notes due 2023

$500,000,000

$62,250
Total

$2,500,000,000
$311,250

(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.
$1,000,000,000 3.125% Senior Non Preferred Fixed Rate Notes due 2023
$1,000,000,000 3.800% Senior Non Preferred Fixed Rate Notes due 2028
$500,000,000 Senior Non Preferred Floating Rate Notes due 2023

The 3.125% Senior Non Preferred Fixed Rate Notes due 2023 (the "2023 Fixed Rate Notes") will bear interest at a rate of 3.125% per year.
From and including the date of issuance, interest will be payable semi-annually in arrears on the 2023 Fixed Rate Notes on February 23 and August
23 of each year, beginning on February 23, 2018. The 2023 Fixed Rate Notes will be due on February 23, 2023.
The 3.800% Senior Non Preferred Fixed Rate Notes due 2028 (the "2028 Fixed Rate Notes") will bear interest at a rate of 3.800% per year.
From and including the date of issuance, interest will be payable semi-annually in arrears on the 2028 Fixed Rate Notes on February 23 and August
23 of each year, beginning on February 23, 2018. The 2028 Fixed Rate Notes will be due on February 23, 2028.
From and including the date of issuance, interest will be payable quarterly in arrears on the Senior Non Preferred Floating Rate Notes due
2023 (the "Floating Rate Notes" and, together with the 2023 Fixed Rate Notes and the 2028 Fixed Rate Notes, the "Notes") on February 23, May
23, August 23 and November 23 of each year, beginning on November 23, 2017. The Floating Rate Notes will bear interest at a rate equal to three
month USD LIBOR plus 109 basis points. Interest on the Floating Rate Notes will be set on October 23, 2017 and will reset on February 23, May
23, August 23 and November 23 of each year, beginning on November 23, 2017 through November 23, 2022. The Floating Rate Notes will be due
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Final Prospectus Supplement
on February 23, 2023.
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 senior non preferred obligations (créditos ordinarios no preferentes) of Banco Santander and, in accordance with Additional
Provision 14.2º of Law 11/2015, but 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 (and unless they qualify as subordinated claims (créditos subordinados) pursuant to Article 92.1º or 92.3º to
92.7º of Law 22/2003 (Ley Concursal) dated 9 July 2003 (the "Spanish Insolvency Law")), rank (i) pari passu among themselves and with any
Senior Non Preferred Liabilities (as defined below), (ii) junior to the Senior Higher Priority Liabilities (as defined below) (and, accordingly, upon
the insolvency of Banco Santander, the claims in respect of the Notes will be met after payment in full of the Senior Higher Priority Liabilities) and
(iii) senior to 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) (i) upon the occurrence of certain tax events or (ii) upon the occurrence of certain regulatory 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-13 of this prospectus
supplement, page 3 of the accompanying prospectus, in our annual report on Form 20-F for the fiscal year ended
December 31, 2016 and in our current report on Form 6-K furnished on October 5, 2017, which are incorporated
by reference herein.
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

Price to Public

Commissions

expenses)

Per 2023 Fixed Rate Note

99.808%

0.300%

99.508%

Total 2023 Fixed Rate Notes

$998,080,000
$ 3,000,000
$
995,080,000

Per 2028 Fixed Rate Notes

99.539%

0.450%

99.089%

Total 2028 Fixed Rate Notes

$995,390,000
$ 4,500,000
$
990,890,000

Per Floating Rate Note

100.000%

0.300%

99.700%

Total Floating Rate Notes

$500,000,000
$ 1,500,000
$
498,500,000

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 October 23, 2017. 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 October 23, 2017, which will be the fourth New York business day following the pricing of the Notes (such settlement
period being referred to as "T+4"). Beneficial interests in the Notes will be shown on, and transfers thereof will be effected only through, records
maintained by DTC and its participants.

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Final Prospectus Supplement
Joint Bookrunners

Citigroup

J.P. Morgan

Morgan Stanley

Santander
Co Leads

Banco Sabadell

Bankia

Bankinter
UniCredit Capital Markets
Prospectus Supplement dated October 17, 2017

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
Summary
S-1
Risk Factors
S-13
Use of Proceeds
S-15
Capitalization of the Group
S-16
Ratio of Earnings to Fixed Charges
S-17
Description of the Notes
S-18
Underwriting (Conflicts of Interest)
S-24
Legal Opinions
S-29
Experts
S-29
Prospectus

About this Prospectus

1
Use of Proceeds

2
Banco Santander, S.A.

2
Risk Factors

3
Description of Debt Securities
36
Description of Contingent Convertible Capital Securities
62
Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Capital Securities
105
Description of Ordinary Shares
110
Description of American Depositary Shares
111
Taxation
117
Benefit Plan Investor Considerations
141
Plan of Distribution (Conflicts of Interest)
143
Legal Opinions
145
Experts
145
Enforcement of Civil Liabilities
145
Where You Can Find More Information
145
Incorporation of Documents by Reference
146
Cautionary Statement on Forward-Looking Statements
147

Table of Contents
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Final Prospectus Supplement

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 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. 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 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.
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.

S-i
Table of Contents

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus (including any free writing prospectus issued or authorized by us). Neither Banco Santander nor the
underwriters have authorized anyone to provide you with different information. 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 prospectus
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Final Prospectus Supplement
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, 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 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 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.

S-ii
Table of 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 (i) Annual Report on Form 20-F for the year ended December 31, 2016 filed with the SEC on
March 31, 2017, and (ii) Current Report on Form 6-K furnished to the SEC on October 5, 2017, containing its unaudited interim condensed
consolidated financial statements for the six-month periods ended June 30, 2017 and 2016 and at June 30, 2017 and December 31, 2016 and a
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Final Prospectus Supplement
discussion and analysis of its results of operation and financial condition for the first six months of 2017.
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 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, 2016 and our Current Report on Form 6-K furnished to the SEC on October 5, 2017, which are incorporated by reference
herein.
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.

S-iii
Table of Contents
SUMMARY
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.

S-1
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Table of Contents
The Offering

Issuer
Banco Santander, S.A.
2023 Fixed Rate Notes
$1,000,000,000 aggregate principal amount of 3.125% Senior Non Preferred Fixed Rate
Notes due 2023.
2028 Fixed Rate Notes
$1,000,000,000 aggregate principal amount of 3.800% Senior Non Preferred Fixed Rate
Notes due 2028.
Floating Rate Notes
$500,000,000 aggregate principal amount of Senior Non Preferred Floating Rate Notes due
2023.
Issue Date
October 23, 2017
Maturity Date
We will pay the 2023 Fixed Rate Notes at 100% of their principal amount plus accrued
interest on February 23, 2023.

We will pay the 2028 Fixed Rate Notes at 100% of their principal amount plus accrued
interest on February 23, 2028.

We will pay the Floating Rate Notes at 100% of their principal amount plus accrued interest
on February 23, 2023.
Interest Rate
The 2023 Fixed Rate Notes will bear interest at a rate of 3.125% per annum.

The 2028 Fixed Rate Notes will bear interest at a rate of 3.800% per annum.

The Floating Rate Notes will bear interest at a rate equal to Three-month USD LIBOR plus
109 basis points.
Interest Payment Dates
Interest will be payable semi-annually in arrears on the 2023 Fixed Rate Notes on February
23 and August 23 of each year, beginning on February 23, 2018 (therefore, there will be a
short first interest period from, and including, the date of issuance to, but excluding, February
23, 2018), up to and including February 23, 2023 or any date of earlier redemption.

Interest will be payable semi-annually in arrears on the 2028 Fixed Rate on February 23 and
August 23 of each year, beginning on February 23, 2018 (therefore, there will be a short first
interest period from, and including, the date of issuance to, but excluding, February 23,
2018), up to and including February 23, 2028 or any date of earlier redemption.

Interest will be payable quarterly in arrears on the Floating Rate Notes on February 23, May
23, August 23 and November 23 of each year, beginning on November 23, 2017 (therefore,
there will be a short first interest period from, and including, the date of issuance to, but
excluding, November 23, 2017), up to and including February 23, 2023 or any date of earlier
redemption.
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
2023 Fixed Rate Notes: Following, unadjusted

2028 Fixed Rate Notes: Following, unadjusted

Floating Rate Notes: Following, adjusted
Day Count Basis
2023 Fixed Rate Notes: 30/360

2028 Fixed Rate Notes: 30/360

Floating Rate Notes: Actual/360
Ranking
The payment obligations of Banco Santander under the Notes will constitute direct,
unconditional, unsubordinated and unsecured senior non preferred obligations (créditos
ordinarios no preferentes) of Banco Santander and, in accordance with Additional Provision
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Final Prospectus Supplement
14.2º of Law 11/2015, but 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 (and
unless they qualify as subordinated claims (créditos subordinados) pursuant to Article 92.1º
or 92.3º to 92.7º of the Spanish Insolvency Law), rank (i) pari passu among themselves and
with any Senior Non Preferred Liabilities, (ii) junior to the Senior Higher Priority Liabilities
(and, accordingly, upon the insolvency of Banco Santander, the claims in respect of the Notes
will be met after payment in full of the Senior Higher Priority Liabilities) and (iii) senior to
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 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 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.

"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, other than the Senior Non Preferred
Liabilities.

S-2
Table of Contents
"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
(including any Notes), 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 indenture dated as of April 11, 2017 (the "Base Indenture") between
us as Issuer and the Trustee and appoints the Trustee his or her attorney-in-fact for any and
all such purposes.

Banco Santander expects that upon insolvency, the payment obligations in respect of principal
under the Notes would rank pari passu with any obligations in respect of principal of any
second ranking senior securities issued by Banco Santander or any other securities with the
same ranking issued by Banco Santander.

As of June 30, 2017, Banco Santander had outstanding 18.41 billion of unsubordinated
indebtedness, including 13.24 billion of Senior Higher Priority Liabilities and 5.17 billion
of Senior Non Preferred Liabilities (including the second ranking senior securities issued by
Banco Santander prior to the entrance into force of Royal Decree-Law 11/2017).

Additionally, as of June 30, 2017, Banco Santander had outstanding 14.08 billion of secured
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Final Prospectus Supplement
indebtedness and 14.72 billion of subordinated indebtedness. Banco Santander subsidiaries
had 105.96 billion indebtedness outstanding as of June 30, 2017.

See "Description of the Notes--Status of the Notes ."
Agreement and Acknowledgement with
Notwithstanding any other term of the Notes or any other agreements, arrangements, or
Respect to 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

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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 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.

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
No repayment or payment of Amounts Due on the Notes will be or become due and payable
Interest 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.
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
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Final Prospectus Supplement
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

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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, Banco Santander shall determine that (a) Banco Santander
would be required to pay Additional Amounts as described in "Description of Debt Securities
--Additional Amounts" in the accompanying prospectus or (b) Banco Santander would not be
entitled to claim a deduction in computing tax liabilities in Spain in respect of any interest to
be paid on the next Interest Payment Date on the Notes or the value of such deduction to
Banco Santander would be materially reduced or (c) the applicable tax treatment of the Notes
of one or several series changes in a material way that was not reasonably foreseeable at the
issue date and (ii) such circumstances are evidenced by the delivery by Banco Santander to the
Trustee of a certificate signed by two directors of Banco Santander stating that such
circumstances prevail and describing the facts leading thereto, an opinion of independent
legal advisers of recognized standing to the effect that such circumstances prevail and a copy
of the Supervisory Permission for the redemption, if required, Banco Santander may, at its
option and having given no less than 30 nor more than 60 days' notice (ending, in the case of
the Floating Rate Notes, on a Floating Rate Note Interest Payment Date) to the holders of the
affected Notes in accordance with the terms described under "Description of Debt Securities
--Notices" in the accompanying prospectus (which notice shall be irrevocable), redeem in
whole, but not in part, the outstanding Notes of the affected series, in accordance with the
requirements of Applicable Banking Regulations in force at the relevant time, 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
(i) in the case of (i)(a) above, no such notice of redemption may be given earlier than 90 days
(or, in the case of the Floating Rate Notes a number of days which is equal to the aggregate of
the number of days falling within the then current Floating Rate Notes Interest Period plus 60
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 affected Notes then due and
(ii) redemption for taxation reasons may only take place in accordance with Applicable
Banking Regulations in force at the relevant time and subject to the Banco Santander
obtaining prior Supervisory Permission therefor, if required.

"Applicable Banking Regulations" means at any time the laws, regulations, requirements,
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Document Outline

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