SAN 6-K
Banco Santander, S.A. (SAN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2026.
Commission File Number: 001-12518
Banco Santander, S.A.
(Exact name of registrant as specified in its charter)
Ciudad Grupo Santander
28660 Boadilla del Monte (Madrid) Spain
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Banco Santander, S.A.
EXPLANATORY NOTE
In connection with the issuance by Banco Santander, S.A. of $1,000,000,000 aggregate principal amount of 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030, and $1,000,000,000 aggregate principal amount of 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034, Banco Santander, S.A. is filing the following documents solely for incorporation into the Registration Statement on Form F-3 (File No. 333-293987):
Exhibit List
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Banco Santander, S.A. | ||
| By: | /s/ José Antonio Soler | |
| Name: José Antonio Soler | ||
| Title: Authorized Representative | ||
Date: August 25, 2026
Exhibit 1.1
BANCO SANTANDER, S.A.
(a company with limited liability organized under
the laws of The Kingdom of Spain)
U.S.$1,000,000,000 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030
U.S.$1,000,000,000 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034
UNDERWRITING AGREEMENT
August 18, 2026
Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
BMO Capital Markets Corp.
151 West 42nd Street
New York, New York 10036
Deutsche Bank Securities Inc.
One Columbus Circle
New York, New York 10019
Jefferies LLC
520 Madison Avenue
New York, NY 10022
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, NY 10020
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Santander US Capital Markets LLC
437 Madison Avenue
New York, NY 10022
Standard Chartered Bank AG
TaunusTurm, Taunustor 1
60310 Frankfurt am Main
Germany
Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
As Representatives of the Several Underwriters
named on Schedule I hereto
Ladies and Gentlemen:
Banco Santander, S.A., a sociedad anónima incorporated under the laws of The Kingdom of Spain (the “Bank”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule I hereto of the securities specified in Exhibit D hereto (the “Securities”) to be issued pursuant to the resolutions of the Bank’s Executive Committee approving the issuance of the Securities and the indenture dated April 15, 2026 (the “Base Indenture”) between the Bank and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”) as supplemented, with respect to the Securities, by a supplemental indenture to be dated on or about August 25, 2026, which together with the Base Indenture sets out the terms and rights of this particular issue of Securities (the “Second Supplemental Indenture” and the Base Indenture as supplemented, with respect to the Securities, by the Second Supplemental Indenture, and as further supplemented from time to time, the “Indenture”). Barclays Capital Inc., BMO Capital Markets Corp., Deutsche Bank Securities Inc., Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC, Standard Chartered Bank AG and Wells Fargo Securities, LLC, have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Securities.
The Bank has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus (file number 333-293987), on Form F-3 relating to securities (the “Shelf Securities”), including the Securities, to be issued from time to time by the Bank. The registration statement as amended to the date of this agreement (the “Agreement”), including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement,” and the related prospectus covering the Shelf Securities dated March 4, 2026, in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Bank to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Bank to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of the Prospectus. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the Base Prospectus as supplemented by the preliminary prospectus, together with the free writing prospectuses, if any, each identified in Exhibit E hereto, and intended for general distribution to prospective investors, and “road show” means any road show as defined in Rule 433(h) under the Securities Act. As used herein, the terms “Registration Statement,” “Base Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. The terms
2
“supplement,” “amendment,” and “amend” as used herein with respect to the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, any preliminary prospectus or free writing prospectus shall include all documents subsequently filed by the Bank with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein.
| 1. | Representations and Warranties. The Bank represents and warrants to, and agrees with, each of the Underwriters that as of the date hereof: |
| (a) | The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Bank is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) eligible to use the Registration Statement as an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) and the Bank has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement. |
| (b) | Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Securities Act, the Exchange Act and the applicable rules and regulations of the Commission thereunder, (i) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 3 below), the Time of Sale Prospectus, as then amended or supplemented by the Bank, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) each road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) the Prospectus does not contain and, as amended or supplemented, if applicable, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to (A) statements or omissions in the Registration Statement, the Time of Sale Prospectus or the |
3
| Prospectus based upon information relating to any Underwriter furnished to the Bank in writing by such Underwriter expressly for use therein (it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 16 hereof) or (B) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee. |
| (c) | The Bank is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Bank is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Bank complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder and did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except for the free writing prospectuses, if any, identified in Exhibit E hereto, and electronic road shows, if any, each furnished to the Representatives before first use, the Bank has not prepared, used or referred to, and will not, without the Representatives’ prior consent, prepare, use or refer to, any free writing prospectus. |
| (d) | The Bank has been duly incorporated and is validly existing as a company with limited liability (sociedad anónima) in good standing under the laws of The Kingdom of Spain. |
| (e) | On or prior to the Closing Date, the Securities will be duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be entitled to the benefits of the Indenture, and will constitute valid and legally binding obligations of the Bank, enforceable against the Bank in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally or by general equity principles; the Securities will be consistent with the descriptions thereof contained in the Time of Sale Prospectus and the Prospectus, and such descriptions will conform to the rights set forth in the instruments defining the same. |
| (f) | This Agreement has been duly authorized, executed and delivered by the Bank. |
| (g) | On or prior to the Closing Date, the Indenture will have been duly qualified under the Trust Indenture Act, will have been duly authorized by the Bank and will constitute a valid and legally binding agreement of the Bank, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally or by general equity principles. |
4
| (h) | The execution and delivery of this Agreement and the Indenture, the issuance, delivery and sale of the Securities, the performance of this Agreement and compliance by the Bank, as applicable, with the terms of this Agreement, the Indenture and the terms of the Securities have been duly authorized by all necessary corporate action on the part of the Bank, as applicable, and, upon their execution and delivery, did not or, if applicable, will not result in any violation of the memorandum and articles of association (or similar constitutive documents) of the Bank and do not and will not conflict with, or breach, any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Bank is a party or by which it may be bound or to which any of its properties may be subject or (ii) any existing applicable law, rule, regulation, judgment, order or decree of any governmental instrumentality or court having jurisdiction over the Bank or any of the properties of either of them (except, in either case, for such conflicts, breaches or defaults that would not have a material adverse effect on the financial condition of the Bank and its subsidiaries considered as one enterprise, or on the earnings or business affairs of the Bank and its subsidiaries, considered as one enterprise). |
| (i) | No consent, approval, authorization or order of any governmental instrumentality or court is required for the consummation by the Bank of the transactions contemplated hereby, except (i) such as may be required by the securities or Blue Sky laws of the various states of the United States in connection with the offer and sale of the Securities, and (ii) such approvals as have been obtained. Notwithstanding the foregoing, on or after the Closing Date, the public deed of issuance (escritura de emisión) shall be registered with the Mercantile Registry of Santander. |
| (j) | Neither the Bank, nor any of its affiliates (as defined in Rule 405 under the Securities Act), nor any person acting on its or their behalf has taken or will take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilization in violation of applicable laws or manipulation of the price of any security of the Bank to facilitate the sale or resale of the Securities. |
| (k) | The preliminary prospectus filed with the Commission pursuant to Rule 424 under the Securities Act on August 18, 2026 complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder. |
| (l) | The Bank maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act). |
| (m) | The Bank is not, and after giving effect to the offer and sale of the Securities, will not be, required to register as an “investment company,” as such term is defined in the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). |
| (n) | The financial statements of the Bank and its consolidated subsidiaries, together with the related schedules, if any, (the “Financial Statements”) that have been included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the financial position of the Bank and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Bank and its consolidated subsidiaries for the periods specified; and said Financial Statements have been prepared in conformity with International |
5
| Financial Reporting Standards as issued by the International Accounting Standards Board (the “IFRS-IASB”). The supporting schedules, if any, included or incorporated by reference in the Time of Sale Prospectus and the Prospectus present fairly, in accordance with IFRS-IASB, the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Time of Sale Prospectus and the Prospectus present fairly, in accordance with IFRS-IASB, the information shown therein and have been compiled on a basis consistent with that of the Financial Statements incorporated by reference in the Time of Sale Prospectus and the Prospectus. |
| (o) | The Bank acknowledges and agrees that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of the Securities (including in connection with determining the terms of the offering contemplated by this Agreement) and not as an agent or fiduciary to the Bank or any other person. Additionally, the Underwriters are not advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of such matters, and the Underwriters shall have no responsibility or liability to the Bank or any other person with respect to such matters. Any review by the Underwriters of the Bank, the transactions contemplated by this Agreement or any other due diligence review by the Underwriters in connection with such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Bank or any other person. |
| (p) | So long as certain conditions set forth in Law 10/2014, of June 26, on organization, supervision and solvency of credit institutions (Ley 10/2014, de 26 de junio, de ordenación, supervisión y solvencia de entidades de crédito, “Law 10/2014”) are met, any payments in respect of the Securities made by the Bank to a beneficial owner, who is not tax resident in Spain and does not operate with respect to the Securities through a permanent establishment in Spain, shall not be subject to taxation in Spain pursuant to Royal Legislative Decree 5/2004 of March 5, promulgating the consolidated text of the non-resident income tax law (Real Decreto Legislativo 5/2004, de 5 de marzo, por el que se aprueba el texto refundido de la Ley del Impuesto sobre la Renta de no Residentes), and no withholding tax on account of Spanish taxes shall be required on such payments, except that payments made to beneficial owners, who are not tax resident in Spain, where the Bank has not received from the paying agent certain information about the Securities will be subject to Spanish withholding tax at the applicable rate (currently 19%). |
| (q) | The payment obligations of the Bank in respect of principal under the Securities constitute direct, unconditional, unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of the Bank and, in accordance with Additional Provision 14.2 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 the Bank, such payment obligations rank (i) pari passu among themselves and with any other unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of the Bank under Additional Provision 14.2 of Law 11/2015 |
6
| (including the Securities) and any other obligations which, by law and/or by their terms, and to the extent permitted by Spanish law, rank pari passu with such obligations (“Senior Non Preferred Liabilities”), (ii) junior to the unsubordinated and unsecured obligations (créditos ordinarios) of the Bank, other than the Senior Non Preferred Liabilities (the “Senior Higher Priority Liabilities”) (and, accordingly, upon the insolvency of the Bank, the payment obligations of the Bank in respect of principal under the Securities 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 the Bank in accordance with Article 281 of the restated text of the Spanish Insolvency Law (Ley Concursal) approved by the Royal Decree-Legislative 1/2020, of 5 May (Real Decreto Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundido de la Ley Concursal), as amended or replaced from time to time (the “Spanish Insolvency Law”). |
| (r) | As of the date hereof, the Bank has not made, and will not make (without prior consent of the Representatives) any public offer of the Securities by means of Supplemental Offering Materials. For purposes of this Agreement, “Supplemental Offering Materials” means any “written communication” (within the meaning of the rules and regulations promulgated under the Securities Act) prepared by or on behalf of the Bank, or used or referred to by the Bank, that constitutes an offer to sell or a solicitation of an offer to buy the Securities (other than the free writing prospectuses identified in Exhibit E hereto, the Time of Sale Prospectus and the Prospectus), including, without limitation, any road show materials relating to the Securities that constitute such a written communication. |
| (s) | Under the laws of The Kingdom of Spain, neither the Bank, nor any of its revenues, assets or properties have any right of immunity from service of process or from the jurisdiction of competent courts of The Kingdom of Spain or the United States or the State of New York in connection with any suit, action or proceeding, attachment prior to judgment, attached in aid of execution of a judgment or execution of a judgment or from any other legal process with respect to its obligations under this Agreement, the Indenture and the Securities (together, the “Transaction Documents”). |
| (t) | The choice of the law of the State of New York as the governing law of the Transaction Documents, except for those sections or provisions which are subject to Spanish law as set forth in the Prospectus, is a valid, effective and irrevocable choice of law under the laws of The Kingdom of Spain. The Bank has the power to submit and, pursuant to the Transaction Documents to which it is a party, has legally, validly, effectively and irrevocably submitted to the non-exclusive personal jurisdiction of the United States District Court for the Southern District of New York and the Supreme Court of New York, New York County (including, in each case, any appellate courts therefrom) in any suit, action or proceeding against it arising out of or related to any of the Transaction Documents, including with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement, and has validly and irrevocably waived any objection to the venue of a proceeding in any such court and has the power to designate, appoint and empower and pursuant to Section 13 of this Agreement has legally, validly, effectively and irrevocably designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any federal or state court in the State of New York. |
7
| (u) | None of the Bank or any of its Significant Subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X under the Securities Act (“Significant Subsidiaries”)), nor, to the knowledge of the Bank, any director, officer, agent, employee, affiliate or person acting on behalf of the Bank is currently the subject of any U.S. sanctions administered by the U.S. Department of State or the Office of Foreign Assets Control of the U.S. Treasury Department or any similar European, Spanish, U.K. or Brazilian sanctions administered by the European Union, Spain, the United Kingdom or Brazil (together, “Sanctions”), and the Bank is not located, organized or resident in a country or a territory that is the subject of such sanctions; and the Bank will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person known by the Bank to be currently the subject of any Sanctions or is in Iran, North Korea, Cuba, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of Zaporizhzhia and Kherson, or in any other country or territory that, at the time of such funding is the subject of such sanctions, except to the extent permissible for a person required to comply with such Sanctions; nor will the Bank directly or indirectly use the transaction proceeds to contravene any Sanctions provided that this Section 1(u) shall only apply, and shall only be sought by the Underwriters, to the extent that it does not result in a breach and/or violation of any provision of (A) Council Regulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union) or (B) section 7 of the German Foreign Trade Ordinance (AWV) (Außenwirtschaftsverordnung) or any other applicable blocking or anti-boycott statute as it applies to German Underwriters only or (C) Council Regulation (EC) No 2271/96 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act of 2018 or any other similar blocking or anti-boycott law of the United Kingdom. |
| (v) | The operations of the Bank and its Significant Subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the European Union, The Kingdom of Spain, the United Kingdom, Brazil, the United States and each State thereof and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any European, Spanish, U.K., Brazilian or U.S., as applicable, governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Bank or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Bank, threatened (except for actions, suits or proceedings that are being or expected to be contested or appealed in good faith and which would not be material in the context of the issuance and sale of the Securities). |
8
| (w) | None of the Bank or any of its Significant Subsidiaries or, to the knowledge of the Bank, any director, officer, agent, employee of the Bank or any of the Bank’s Significant Subsidiaries (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), the U.K. Bribery Act or any other anti-corruption law, rule or regulation of any locality that is applicable to the Bank (“applicable anti-corruption laws”) or (ii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “foreign official” (as such term is defined in the FCPA) (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage. Each of the Bank and its Significant Subsidiaries has conducted its businesses in compliance with the FCPA, the U.K. Bribery Act and applicable anti-corruption laws and, to the knowledge of the Bank, its respective affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure continued compliance therewith. |
| (x) | To the knowledge of the Bank and other than as set forth or contemplated in the Time of Sale Prospectus, there are no material legal or governmental proceedings pending or threatened involving the Bank or any of its subsidiaries and each of their properties. |
| (y) | PricewaterhouseCoopers Auditores, S.L. is an independent registered public accounting firm as required by the Securities Act and the applicable rules and regulations of the Commission. |
| (z) | The waiver of certain requirements under Rule 3-05 of Regulation S-X issued to the Bank by the Commission on June 14, 2017, a true copy of which has been provided to the Representatives, remains in effect as of the date of this Agreement and has not been rescinded or amended. |
| 2. | Purchase and Sale. |
| (a) | Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Bank agrees to issue and sell to each of the Underwriters and each of the Underwriters agrees, severally and not jointly, to purchase from the Bank, the aggregate principal amount of Securities set forth opposite such Underwriter’s name on Schedule I hereto at a purchase price of: (i) 100.000% of the principal amount of the U.S.$1,000,000,000 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030, and (ii) 100.000% of the principal amount of the U.S.$1,000,000,000 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034. The Bank hereby agrees to pay a commission of: (i) 0.250% of the aggregate principal amount of the U.S.$1,000,000,000 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030 (the “2030 Fixed-to-Fixed Underwriting Commission”), and (ii) 0.350% of the aggregate principal amount of the U.S.$1,000,000,000 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034 (the “2034 Fixed-to-Fixed Underwriting |
9
| Commission” and together with the 2030 Fixed-to-Fixed Underwriting Commission, the “Underwriting Commissions”) to the Underwriters, in consideration of the Underwriters agreeing severally, and not jointly, to purchase the Securities from the Bank subject to, and in accordance with, the terms and conditions set forth in this Agreement. The Bank agrees that: (A)(i) 50.000% of such 2030 Fixed-to-Fixed Underwriting Commission will be paid to Santander US Capital Markets LLC; (ii) 47.000% of such 2030 Fixed-to-Fixed Underwriting Commission will be divided equally among the Representatives, excluding Santander US Capital Markets LLC; (iii) 3.000% of such 2030 Fixed-to-Fixed Underwriting Commission will be divided equally among the Co-Leads, and (B)(i) 50.000% of such 2034 Fixed-to-Fixed Underwriting Commission will be paid to Santander US Capital Markets LLC; (ii) 47.000% of such 2034 Fixed-to-Fixed Underwriting Commission will be divided equally among the Representatives, excluding Santander US Capital Markets LLC; (iii) 3.000% of such 2034 Fixed-to-Fixed Underwriting Commission will be divided equally among the Co-Leads. The total proceeds to the Bank in an amount of U.S.$ 1,994,200,000 (which is equal to U.S.$1,994,000,000 of proceeds, net of fees and commissions, plus U.S.$200,000 in reimbursable expenses) will be payable on the Closing Date concurrently with the settlement of the Securities or such other date as may be agreed by the Bank and the Representatives, by wire transfer of immediately available funds to an account identified in writing by August 24, 2026. For purposes of this Section 2(a), “Co-Leads” shall mean Bridgeway Securities Corp, Oversea-Chinese Banking Corporation Limited and Roberts & Ryan, Inc.. |
| (b) | Payment of the Underwriting Commissions by the Bank to the Underwriters may be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by The Kingdom of Spain or any political subdivision or authority thereof or therein having power to tax, provided that the Underwriters are resident for tax purposes in a State with which The Kingdom of Spain has concluded a Tax Treaty for the Avoidance of Double Taxation which provides for a full exemption from Spanish taxes on business profits and are fully entitled to the benefits of said Tax Treaty and provided that (i) the Underwriters do not operate through a permanent establishment in Spain or through a non-cooperative jurisdiction for Spanish tax purposes (in the terms of the First Additional Provision of Law 36/2006, of 29 November, on prevention measures and actions against tax fraud, as amended through Law 11/2021, of 9 July, and as amended and restated from time to time, currently pursuant to the Order HFP/115/2023, of 9 February 2023, as modified by Order HAC/649/2026 of 21 June, and as amended, complemented and restated from time to time) and (ii) they provide the Bank, before the relevant payment is due or paid (whichever occurs first), with a valid certificate of tax residence which expressly states that each such Underwriter is resident for tax purposes in the relevant jurisdiction within the meaning of the applicable Tax Treaty for the Avoidance of Double Taxation (or, as the case may be, the equivalent document regulated under the order which further develops the applicable Tax Treaty for the Avoidance of Double Taxation) which is generally valid for one year from its date of issue. For the avoidance of doubt, if any of these conditions is not met by an Underwriter, the Bank will be entitled to deduct any withholding on account of income taxes applicable pursuant to law on the Underwriting Commissions payable to that Underwriter, and no additional amounts will be paid by the Bank in such a case to that Underwriter. |
10
| (c) | The Underwriters are not authorized to give any information or to make any representation in connection with the offering or sale of the Securities other than such information or representations consistent with the Time of Sale Prospectus and the Prospectus or otherwise approved in writing by the Bank. |
| (d) | Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under the EU Delegated Directive 2017/593 (the “EU Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the EU Product Governance Rules: (a) each of the Bank and Standard Chartered Bank AG (each, a “EU Manufacturer” and together the “EU Manufacturers”) acknowledges to the other EU Manufacturer that it understands the responsibilities conferred upon it under the EU Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Prospectus in connection with the Securities, and (b) the other parties to this Agreement note the application of the EU Product Governance Rules and acknowledge the target and distribution channels identified as applying to the Securities by the EU Manufacturers and the related information set out in the Prospectus in connection with the Securities. |
| 3. | Delivery and Payment. The global certificates for the Securities to be purchased by the Underwriters hereunder shall be delivered by or on behalf of (and at the expense of) the Bank to or upon the order of Santander US Capital Markets LLC for the accounts of the several Underwriters against payment by the Underwriters of the purchase price therefor by wire transfer of immediately available funds, payable to or upon the order of the Bank, at the offices of Linklaters LLP at 1290 Avenue of the Americas, New York, NY 10104, at 10:00 a.m. New York time, on August 25, 2026 or such later date (not later than ten New York business days thereafter) as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives and the Bank (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Payment for the Securities shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Securities registered in such names and in such denominations as the Representatives shall request in writing not later than two full New York business days prior to the date of delivery, with any transfer taxes payable in connection with the transfer of the Securities to the Representatives duly paid by the Bank. The Bank agrees that delivery of the Securities will be made on the Closing Date through the book-entry facilities of The Depository Trust Company (the “Depositary”). Upon issuance, all Securities will be represented by one or more global certificates registered in the name of a nominee of the Depositary. |
| 4. | Covenants and Agreements. The Bank agrees with each Underwriter that: |
| (a) | The Bank shall prepare and furnish to each Underwriter, without charge, a conformed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference therein) in a form approved by the Representatives, and will promptly furnish the Underwriters during the period mentioned in Section 4(d) or 4(e) below with copies of the Time of Sale Prospectus, the Prospectus, any documents |
11
| incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement, in such quantities as the Underwriters may from time to time reasonably request, and will not publish any amendment or supplement to the Registration Statement, the Time of Sale Prospectus or the Prospectus unless they have furnished a copy to the Representatives for review and, except as required by law, will not publish any such proposed amendment or supplement to which the Representatives reasonably object. If at any time prior to completion of the distribution of the Securities (as determined by the Representatives) any event occurs as a result of which the Registration Statement, the Time of Sale Prospectus or the Prospectus as then amended or supplemented would contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Bank will promptly so notify the Representatives and will prepare and furnish to the Representatives, subject to prior review as provided above, a reasonable number of copies of an amendment or supplement to the Registration Statement, the Time of Sale Prospectus or the Prospectus which will correct such statement or omission. |
| (b) | The Bank shall furnish to each Underwriter a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which an Underwriter reasonably objects. |
| (c) | Except as otherwise contemplated pursuant to this Agreement, the Bank shall not take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. |
| (d) | If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. |
12
| (e) | If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Bank) to which Securities may have been sold by the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. |
| (f) | The Bank shall endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters shall reasonably request. |
| (g) | The Bank shall make generally available to the Bank’s security holders and to the Representatives as soon as practicable an earnings statement covering a period of at least twelve months after the effective date of the Registration Statement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder. |
| (h) | If the third anniversary of the initial effective date of the Registration Statement occurs before all the Securities have been sold by the Underwriters, prior to the third anniversary, the Bank shall file a new shelf registration statement and take any other action necessary to permit the public offering of the Securities to continue without interruption; references herein to the Registration Statement shall include the new registration statement declared effective by the Commission. |
| (i) | The Bank shall prepare final term sheets relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives and included herein as Exhibit D, and to file such final term sheets within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities. |
| (j) | The Bank will use its reasonable efforts to effect, on or as soon as practicable after the Closing Date, and in no event more than 45 days following the Closing Date, the authorization of the Securities for listing on the New York Stock Exchange LLC (the “NYSE”), subject only to official notice of issuance. For so long as any of the Securities are outstanding, the Bank will use its commercially reasonable efforts to maintain the listing of the Securities, and will prepare, submit, furnish and publish (as appropriate) all such documents, instruments, information, advertisements and undertakings as may be necessary or advisable for such purposes. |
13
| (k) | The Bank will use its best efforts to ensure that the Securities qualify as debt instruments (instrumentos de deuda) under the First Additional Provision of Law 10/2014. |
| (l) | The Bank will use its best efforts to ensure that the public deed in respect of the Securities and disbursement minutes in respect of the Securities, if required, are registered in the Mercantile Registry of Santander within one month of the Closing Date. |
| (m) | The Bank will use its best efforts to comply at all times with the applicable requirements set out under Law 10/2014 in order to benefit from the tax treatment described in the First Additional Provision of Law 10/2014. |
| (n) | From the date hereof and continuing to and including the Closing Date, the Bank will not, without the Representatives’ prior written consent (which consent shall not be unreasonably withheld), offer, sell, contract to sell or otherwise dispose of in the United States any material amount of dollar-denominated debt securities issued or guaranteed by the Bank which both mature more than one year after such Closing Date and which are substantially similar to the Securities, except for the Bank’s customary deposit-raising activities. |
| (o) | The Bank confirms that this Agreement has been executed and delivered in the name of the Bank by a signatory authorized by the Executive Committee of the Bank and agrees that the Securities will be executed and delivered in the name of the Bank, manually or via facsimile, by a signatory authorized by the Executive Committee of the Bank. |
| 5. | Conditions to the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Securities they have agreed to purchase hereunder on the Closing Date is subject to the accuracy of the representations and warranties of the Bank contained herein as of the date of this Agreement, at 3:25 p.m., New York City time, on August 18, 2026 or such other time as agreed by the Bank and the Representatives (the “Time of Sale”) and the Closing Date, to the accuracy of the statements of the Bank made in any certificates pursuant to the provisions hereof delivered prior to or concurrently with such purchase, to the performance by the Bank of its obligations hereunder, and to the following further conditions: |
| (a) | Each of the Underwriters, Davis Polk & Wardwell LLP, U.S. counsel for the Bank, and Linklaters LLP, U.S. counsel for the Underwriters, shall have completed their respective due diligence investigations in accordance with procedures customary for a transaction such as the offering of the Securities pursuant to the terms and conditions of this Agreement. |
| (b) | At the Closing Date, (i) since the date of the latest balance sheet included or incorporated by reference in the Time of Sale Prospectus and the Prospectus, there shall not have been any material adverse change (other than as set forth in or contemplated in the Time of Sale Prospectus or the Prospectus) in the financial condition or in the earnings, affairs or business prospects of the Bank and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business; (ii) the Bank shall have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (iii) the representations and warranties of the Bank set forth in Section 1 shall be accurate in all material respects as though expressly made at and as of the Closing Date. At the Closing Date, the Representatives shall have received a certificate, dated as of the Closing Date, from the Bank signed by the principal financial or accounting officer of the Bank, certifying, the matters set forth in clauses (i), (ii) and (iii) of this Section 5(b). |
14
| (c) | At the Closing Date, the Representatives shall have received a signed opinion, dated as of the Closing Date, of the internal counsel to the Bank, substantially in the form set forth in Exhibit A. |
| (d) | At the Closing Date, the Representatives shall have received a signed opinion, dated as of the Closing Date, of Uría Menéndez Abogados, S.L.P., Spanish counsel to the Bank, substantially in the form set forth in Exhibit B. |
| (e) | At the Closing Date, the Representatives shall have received a signed opinion, dated as of the Closing Date, of Davis Polk & Wardwell LLP, U.S. counsel to the Bank, substantially in the form set forth in Exhibit C. |
| (f) | At the Closing Date, the Representatives shall have received a signed opinion, dated as of the Closing Date, of Linklaters, S.L.P., Spanish counsel to the Underwriters, as to such matters as the Representatives may reasonably request. |
| (g) | At the Closing Date, the Representatives shall have received a signed opinion, dated as of the Closing Date, of Linklaters LLP, U.S. counsel to the Underwriters, as to such matters as the Representatives may reasonably request. |
| (h) | On the date hereof, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L. a letter dated such date, to the effect that (i) it is an independent accountant with respect to the Bank and its subsidiaries within the meaning of the Securities Act; (ii) it is its opinion that the Financial Statements included or incorporated by reference in the Time of Sale Prospectus and the Prospectus and covered by its opinion therein comply as to form in all material respects, except as stated in such report, with the applicable accounting requirements of the Securities Act for foreign private issuers; (iii) nothing has come to its attention that any Financial Statements included or incorporated by reference in the Time of Sale Prospectus and the Prospectus and not covered by its opinion do not comply as to form in all material respects with the accounting requirements of the Securities Act for foreign private issuers; (iv) based upon limited procedures set forth in detail in such letter, nothing has come to its attention which causes it to believe that at a specified date not more than three New York business days prior to the date of such letter, there was any decrease in the capital stock, as compared with the amounts shown in the most recent consolidated balance sheet included or incorporated by reference in the Time of Sale Prospectus and the Prospectus; and (v) in addition to the examination referred to in its opinion and the limited procedures referred to in clause (iv) above, it has carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information which are included in the Time of Sale Prospectus and the Prospectus and which are specified by the Representatives, and has found such amounts, percentages and financial information to be in agreement with the relevant accounting, financial and other records of the Bank and its subsidiaries identified in such letter. At the Closing Date, the Representatives shall have received a letter from PricewaterhouseCoopers Auditores, S.L., dated as of the Closing Date, confirming the information given in its letter dated the date of the Time of Sale Prospectus and the Prospectus. |
15
| (i) | The Securities shall be eligible for clearance and settlement through the Depositary. |
| (j) | If any of the conditions specified in this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement may be terminated by the Representatives on notice to the Bank at any time at or prior to the Closing Date, as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 6 herein. Notwithstanding any such termination, the provisions of Sections 7, 8, 9, 13 and 14 herein shall remain in effect. |
| 6. | Payment of Expenses. |
| (a) | The Bank will, except as set forth in subsection (b) below, pay and bear all costs and expenses incident to the performance of the Bank’s obligations under this Agreement, including (i) the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, or used by or referred to by the Bank, and any amendments or supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456(b)(1), if applicable), (ii) the preparation and distribution of this Agreement and the Indenture, (iii) the preparation and delivery of the Securities, (iv) the fees and disbursements of the counsel and accountants for the Bank (other than the cost of the comfort letters provided by PricewaterhouseCoopers Auditores, S.L., dated as of the Time of Sale and the Closing Date), (v) the costs and charges of the Trustee incurred in connection with the transactions contemplated in this Agreement, (vi) all costs and expenses incurred by the Bank in connection with any road show conducted in connection with the transaction contemplated by this Agreement and (vii) all initial and on-going expenses and listing fees in connection with the listing of the Securities on the NYSE. |
| (b) | Notwithstanding subsection (a) above, each Underwriter, individually and not jointly, agrees to pay severally on a pro rata basis (i) the fees and disbursements of U.S. and Spanish counsels to the Underwriters, (ii) the cost of the comfort letters provided by PricewaterhouseCoopers Auditores, S.L., dated as of the Time of Sale and the Closing Date and (iii) all costs and expenses incurred by the Underwriters in connection with any road show conducted in connection with the transaction contemplated by this Agreement. For the avoidance of doubt, no Underwriter will be liable for any initial or on-going expenses after payment has been made in accordance with this Section 6 and each amount identified in this Section 6(b) (i), (ii) and (iii) above will be divided pro rata among each Underwriter based on the percentage of the total Underwriting Commissions received by each Underwriter. |
16
| 7. | Indemnification. |
| (a) | The Bank agrees to indemnify and hold harmless each Underwriter and its directors, officers, employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereto, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus (or any amendment or supplement to the Time of Sale Prospectus or the Prospectus), any free writing prospectus, any road show slides used in a road show conducted in connection with the transaction contemplated by this Agreement or any Supplemental Offering Materials, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Bank, which consent shall not be unreasonably withheld; and (iii) against any and all expense whatsoever, as incurred (including fees and disbursements of counsel chosen by the Underwriters), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above; provided, however, that this indemnity does not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing to the Bank by the Underwriters expressly for use in the Time of Sale Prospectus or the Prospectus (or any amendment or supplement to the Time of Sale Prospectus or the Prospectus), any free writing prospectus, any road show slides used in a road show conducted in connection with the transaction contemplated by this Agreement or any Supplemental Offering Materials (it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 16 hereof). |
| (b) | Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Bank, and its directors, officers and each person, if any, who controls the Bank, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Time of Sale Prospectus and the Prospectus (or any amendment or supplement to the Time of Sale Prospectus and the Prospectus), any free writing prospectus, any road show slides used in a road show conducted in connection with the transaction contemplated by this Agreement or any Supplemental Offering Materials, in each case in reliance upon and in conformity with information furnished in writing to the Bank by such Underwriter expressly for use in the Time of Sale Prospectus and the Prospectus (or any amendment or supplement to the Time of Sale Prospectus and the Prospectus), any free writing prospectus, any road show slides used in a road show conducted in connection with the transaction contemplated by this Agreement or any Supplemental Offering Materials (it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 16 hereof). |
17
| (c) | Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying party or parties be liable for the fees and expenses of more than one counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. |
| 8. | Contribution. In order to provide for just and equitable contribution in circumstances under which the indemnity provided for in Section 7 is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, the Bank, on the one hand, and the Underwriters, on the other hand, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity incurred by the Bank and the Underwriters, as incurred, in such proportions that (a) the Underwriters are responsible for that portion represented by the percentage that the total discounts and commissions received by the Underwriters bears to the aggregate offering price of the Securities and (b) the Bank is responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as an Underwriter, and each director of the Bank and each person, if any, who controls the Bank within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Bank. The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the aggregate principal amount of the Securities set forth opposite their respective names in Schedule I hereto and not joint. |
| 9. | Representations and Indemnities to Survive. The representations, warranties, indemnities, agreements and other statements of the Underwriters and the Bank and their officers set forth in or made pursuant to this Agreement will remain operative and in full force and effect regardless of any investigation made by or on behalf of the Bank or the Underwriters or controlling persons and will survive delivery of and payment for the Securities. |
| 10. | Termination of Agreement. |
| (a) | The Representatives may terminate this Agreement, by notice to the Bank, at any time at or prior to the Closing Date (i) if there has been, since the date hereof, any material adverse change (otherwise than as set forth in or contemplated by the Time of Sale Prospectus or the Prospectus) in the financial condition or in the earnings, business affairs or business prospects of the Bank and its subsidiaries, considered as one |
18
| enterprise, whether or not arising in the ordinary course of business, or (ii) if, since the execution and delivery of this Agreement (A) there has occurred any outbreak or escalation of hostilities or other calamity or crisis, including, without limitation, an act of terrorism, the effect of which on the financial markets of the United States is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or (B) trading in any securities of the Bank has been suspended by the Commission, the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) or the NYSE, or if trading generally on the NYSE or in the over-the-counter market has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by such exchange or by order of the Commission, or any other governmental authority, or (C) a banking moratorium has been declared by Spanish, U.S. or New York authorities, or (D) there has occurred any change or any development involving a prospective change in national or international political, financial or economic conditions or exchange controls which, in the judgment of the Representatives, is likely to have a material adverse effect on the market for the Securities, or (E) any rating of the Bank’s debt securities shall have been lowered by Moody’s Investors Service Inc., Fitch Ratings, Inc. or S&P Global Ratings, or any of such rating agencies have publicly announced it has under surveillance or review with possible negative implications any rating of the Bank’s debt securities (provided, however, that this clause (E) shall not apply if a lowering of any such rating or any such public announcement occurs as a result of the lowering of any rating by any such rating agency of obligations of The Kingdom of Spain or as a result of a public announcement by any such rating agency that it has under surveillance or review with possible negative implications obligations of The Kingdom of Spain), or (F) there has occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Depositary. The Representatives agree that they will notify the Bank of the occurrence of any event described in clauses (A) through (F) as soon as they shall become aware of such occurrence. |
| (b) | If this Agreement is terminated pursuant to this Section 10, such termination shall be without liability of any party to any other party, except to the extent provided in Section 6. Notwithstanding any such termination, the provisions of Sections 6, 7, 8, 9, 13 and 14 shall remain in effect. |
| 11. | Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if delivered, mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives at the following addresses: |
Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
19
BMO Capital Markets Corp.
151 West 42nd Street
New York, New York 10036
Deutsche Bank Securities Inc.
One Columbus Circle
New York, New York 10019
Jefferies LLC
520 Madison Avenue
New York, NY 10022
Attention: General Counsel
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, NY 10020
Telephone: +1 (866) 271-7403
Attention: Debt Capital Markets
Email: [email protected]
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Telephone: +1 (212) 761-6691
Fax: +1 (212) 507-8999
Attention: Investment Banking Division
Santander US Capital Markets LLC
437 Madison Avenue
New York, NY 10022
Attention: Debt Capital Markets
Email: [email protected]
Standard Chartered Bank AG
TaunusTurm, Taunustor 1
60310 Frankfurt am Main
Germany
Email: [email protected]
Attention: Capital Markets
Telephone: +49 (0) 69 770 750 304 / + 33 1 53 75 83 00
Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
Attention: Transaction Management
Email: [email protected]
20
Notices to the Bank shall be directed to it at:
Banco Santander, S.A. (Grupo Santander)
Ciudad Grupo Santander
Avda. de Cantabria s/n
Edificio Encinar, planta 1
28660 Boadilla del Monte
Madrid
Spain
Attention: División Financiera
Fax: +34 91 257 2059
| 12. | Parties. This Agreement is made solely for the benefit of the Underwriters and the Bank and, to the extent expressed, any person controlling the Bank or the Underwriters, and their respective executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include any purchaser, as such purchaser, from the Underwriters of the Securities. |
| 13. | Submission to Jurisdiction. The parties irrevocably submit only to the jurisdiction of (i) any Federal or State court in the Borough of Manhattan, The City of New York, New York; (ii) the courts of European Union member states and states that are parties to the Lugano II Convention and which have jurisdiction pursuant to the Brussels Ia Regulation and/or the Lugano II Convention, and (iii) the courts of England and Wales, the provinces and territories of Canada and the Hong Kong Special Administrative Region of the People’s Republic of China, in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby and irrevocably and unconditionally waive, to the extent they may effectively do so, any objection they may have now or hereafter to the laying of the venue of any such suit, action or proceeding in any such courts and agree that they will not bring or support any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other forum. |
The Bank has irrevocably appointed Banco Santander, S.A., New York Branch as its Authorized Agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any Federal or State court in the Borough of Manhattan, The City of New York, New York. The Bank represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Bank agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank, as the case may be, shall be deemed, in every respect, effective service of process upon the Bank.
21
As used in this Section 13:
“Lugano II Convention” means the Convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, signed on 30 October 2007.
“Brussels Ia Regulation” means Regulation (EU) No. 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, as amended.
| 14. | Judgment Currency. The Bank agrees to indemnify each of the Underwriters against any loss incurred by the Underwriters as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the rate of exchange at which each Underwriter is able to purchase U.S. dollars with the amount of the Judgment Currency actually received by each Underwriter. The foregoing indemnity shall constitute a separate and independent obligation of each Underwriter and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The parties hereto agree that, to the fullest extent permitted by law, the “rate of exchange” used shall be the rate at which, in accordance with normal banking procedures, each Underwriter could purchase such Judgment Currency in The City of New York on the business day preceding that on which final judgment is given. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. |
| 15. | Default by One of the Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Securities hereunder on the Closing Date and the aggregate number of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of Securities that the Underwriters are obligated to purchase on the Closing Date, the Underwriters may make arrangements satisfactory to the Bank for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Securities with respect to which such default or defaults occur exceeds 10% of the total number of Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Underwriters and the Bank for the purchase of such Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Bank, except as provided in Sections 7 and 8. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 15. Nothing herein will relieve a defaulting Underwriter from liability for its default. |
| 16. | Underwriters’ Information. Each of the Bank and the Underwriters acknowledge and agree, for the purposes of this Agreement, that the only information that the Underwriters have furnished to the Bank expressly for use in the Registration Statement, the Time of Sale Prospectus and the Prospectus (or any amendment or supplement to the Time of Sale Prospectus or the Prospectus), free writing prospectuses or any Supplemental Offering Materials are the respective names of the Underwriters and the information set forth under the heading “Underwriting (Conflicts of Interest) — Stabilization Transactions and Short Sales” in the Time of Sale Prospectus and the Prospectus. |
22
| 17. | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. |
| 18. | Recognition of bail-in. Notwithstanding any other term of this Agreement or any other agreements, arrangements, or understanding between the Bank and the Underwriters, each Underwriter acknowledges, accepts, and agrees to be bound by, to the extent that the relevant exercise of the Bail-in Power by the Relevant Resolution Authority is permitted by the law and regulation applicable in Spain: |
| (a) | the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority in relation to any BRRD Liability of the Bank to such Underwriter under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (1) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (2) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Bank or another person, and the issue to or conferral on such Underwriter of such shares, securities or obligations; (3) the cancellation of the BRRD Liability; and (4) the amendment or alteration of any interest, if applicable, thereon, the maturity, or the dates on which any payments are due, including by suspending payment for a temporary period; and |
| (b) | the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of the Bail-in Power by the Relevant Resolution Authority. |
As used in this Section 18:
“Bail-in Power” means any power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in The Kingdom of Spain, relating to (i) the transposition of the BRRD (as defined herein), including its article 48 and, when applicable, its article 59 (therefore, the write-down capital conversion power at the point of non-viability) (including but not limited to Law 11/2015, RD 1012/2015 (as defined herein) and any other implementing regulations), (ii) the SRM Regulation (as defined herein) and (iii) the instruments, rules or standards created thereunder, pursuant to which any obligation of a Regulated Entity (as defined herein) (or an affiliate of such Regulated Entity) can be reduced, cancelled, suspended, modified, or converted into shares, other securities, or other obligations of such Regulated Entity (or affiliate of such Regulated Entity).
“BRRD” means Directive 2014/59/EU of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended or replaced from time to time.
“BRRD Liability” means any liability, commitment, duty, responsibility or other obligation arising from, or related to, the Agreement which may be subject to the exercise of the Bail-in Power by the Relevant Resolution Authority.
“Law 11/2015” means Law 11/2015, of June 18, on recovery and resolution of credit institutions and investment firms (Ley 11/2015, de 18 de junio, de recuperación y resolución de entidades de crédito y empresas de servicios de inversión), as amended or replaced from time to time.
23
“RD 1012/2015” means Royal Decree 1012/2015, of November 6, implementing Law 11/2015, of 18 June, on the recovery and resolution of credit institutions and investment firms (Real Decreto 1012/2015, de 6 de noviembre, por el que se desarrolla la Ley 11/2015, de 18 de junio, de recuperación y resolución de entidades de crédito y empresas de servicios de inversión), as amended or replaced from time to time.
“Regulated Entity” means any entity to which BRRD, as implemented in The Kingdom of Spain (including but not limited to, Law 11/2015, RD 1012/2015, and any other implementing regulations), or any other Spanish law relating to the Bail-in Power, applies, which includes certain credit institutions, investment firms, and certain of their parent or holding companies.
“Relevant Resolution Authority” means the Spanish Fund for the Orderly Restructuring of Banks, the Bank of Spain, the European Single Resolution Board, 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.
“SRM Regulation” means 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 a Single Resolution Mechanism and a Single Resolution Fund, as amended or replaced from time to time.
| 19. | Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. |
As used in this Section 19:
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
24
| 20. | Recognition of Financial Services and Markets (Resolution of Financial Institutions) Regulations 2024. Notwithstanding anything to the contrary in, and to the exclusion of any other term or condition of, this Agreement or any other agreement, arrangement, or understanding, each party to this Agreement agrees, in accordance with regulation 33 of the FSM Regulations, to be bound by: |
| (a) | section 92 of the FSM Act; and |
| (b) | any suspension of the exercise of any termination right in this Agreement made by the MAS under section 93 of the FSM Act, |
in relation to the qualifying pertinent financial institution or its subsidiary relating to this Agreement to the extent required by and in accordance with the FSM Regulations.
This Clause 20 shall be interpreted in accordance with the FSM Regulations and the FSM Act.
For the purposes of this Clause 20:
“FSM Act” shall mean the Financial Services and Markets Act 2022 of Singapore.
“FSM Regulations” shall mean the Financial Services and Markets (Resolution of Financial Institutions) Regulations 2024 of Singapore.
“MAS” shall mean the Monetary Authority of Singapore.
“qualifying pertinent financial institution” means a bank that is incorporated in Singapore and to which a direction is issued under section 52(1) of the FSM Act.
“termination right” shall have the meaning set out in section 91 of the FSM Act.
| 21. | Compliance with USA PATRIOT Act. In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Bank, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. |
| 22. | Counterparts. This Agreement may be executed in one or more counterparts and, when a counterpart has been executed by each party, all such counterparts taken together shall constitute one and the same agreement. Delivery of an executed Agreement by one party to any other party may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
| 23. | Entire Agreement; Amendment. This Agreement supersedes all prior agreements and undertakings, both written and oral, of the parties hereto, or any of them, with respect to the subject matter hereof and constitutes the entire understanding of the parties hereto with respect to the subject matter hereof. This Agreement may not be waived, amended or modified except in writing signed by each party to be bound hereby. |
25
If the foregoing is in accordance with the Underwriters’ understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument will become a binding agreement between the Bank and the Underwriters in accordance with its terms.
Very truly yours,
| BANCO SANTANDER, S.A. | ||
| By | /s/ Juan Urigoen Irusta | |
| Name: Juan Urigoen Irusta | ||
| Title: Authorized Signatory | ||
[The rest of this page is intentionally left blank]
The foregoing Agreement is hereby confirmed and accepted as of the date first written above.
| BARCLAYS CAPITAL INC. | ||
| By | /s/ Maggie Daniels Flint | |
| Name: Maggie Daniels Flint | ||
| Title: Director | ||
UA Signature Page for Barclays Capital Inc.
| BMO CAPITAL MARKETS CORP. | ||
| By | /s/ Zain Leela | |
| Name: Zain Leela | ||
| Title: Managing Director, Head of US FIG DCM | ||
UA Signature Page for BMO Capital Markets Corp.
| DEUTSCHE BANK SECURITIES INC. | ||
| By | /s/ Brendan Murphy | |
| Name: Brendan Murphy | ||
| Title: Managing Director, Head of US IG Syndicate, DBSI | ||
| By | /s/ Christopher J. Kulusic | |
| Name: Christopher J. Kulusic | ||
| Title: Managing Director, DBSI | ||
UA Signature Page for Deutsche Bank Securities Inc.
| JEFFERIES LLC | ||
| By | /s/ David DiNanno | |
| Name: David DiNanno | ||
| Title: Managing Director | ||
UA Signature Page for Jefferies LLC
| MIZUHO SECURITIES USA LLC | ||
| By | /s/ Robert Fahrbach | |
| Name: Robert Fahrbach | ||
| Title: Managing Director | ||
UA Signature Page for Mizuho Securities USA LLC
| MORGAN STANLEY & CO. LLC | ||
| By | /s/ Hector Vazquez | |
| Name: Hector Vazquez | ||
| Title: Managing Director | ||
UA Signature Page for Morgan Stanley & Co. LLC
| SANTANDER US CAPITAL MARKETS LLC | ||
| By | /s/ Richard Zobkiw | |
| Name: Richard Zobkiw | ||
| Title: Executive Director | ||
UA Signature Page for Santander US Capital Markets LLC
| STANDARD CHARTERED BANK AG | ||
| By | /s/ David Mackay | |
| Name: David Mackay | ||
| Title: Executive Director, Debt Capital Markets AG | ||
| By | /s/ Christopher Mackel | |
| Name: Christopher Mackel, Director | ||
| Title: Debt Capital Markets AG | ||
UA Signature Page for Standard Chartered Bank AG
| Wells Fargo Securities, LLC | ||
| By | /s/ Carolyn Hurley | |
| Name: Carolyn Hurley | ||
| Title: Managing Director | ||
UA Signature Page for Standard Chartered Bank AG
SCHEDULE I
| Name of Underwriter |
Principal Amount of U.S.$1,000,000,000 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030 |
|||
| Barclays Capital Inc. |
$ | 52,200,000 | ||
| BMO Capital Markets Corp. |
$ | 52,200,000 | ||
| Deutsche Bank Securities Inc. |
$ | 52,200,000 | ||
| Jefferies LLC |
$ | 52,200,000 | ||
| Mizuho Securities USA LLC |
$ | 52,200,000 | ||
| Morgan Stanley & Co. LLC |
$ | 52,200,000 | ||
| Santander US Capital Markets LLC |
$ | 552,400,000 | ||
| Standard Chartered Bank AG |
$ | 52,200,000 | ||
| Wells Fargo Securities, LLC |
$ | 52,200,000 | ||
| Bridgeway Securities Corp |
$ | 10,000,000 | ||
| Oversea-Chinese Banking Corporation Limited |
$ | 10,000,000 | ||
| Roberts & Ryan, Inc. |
$ | 10,000,000 | ||
| Total |
$ | 1,000,000,000 | ||
Schedule I-1
| Name of Underwriter |
Principal Amount of U.S.$1,000,000,000 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034 |
|||
| Barclays Capital Inc. |
$ | 52,200,000 | ||
| BMO Capital Markets Corp. |
$ | 52,200,000 | ||
| Deutsche Bank Securities Inc. |
$ | 52,200,000 | ||
| Jefferies LLC |
$ | 52,200,000 | ||
| Mizuho Securities USA LLC |
$ | 52,200,000 | ||
| Morgan Stanley & Co. LLC |
$ | 52,200,000 | ||
| Santander US Capital Markets LLC |
$ | 552,400,000 | ||
| Standard Chartered Bank AG |
$ | 52,200,000 | ||
| Wells Fargo Securities, LLC |
$ | 52,200,000 | ||
| Bridgeway Securities Corp |
$ | 10,000,000 | ||
| Oversea-Chinese Banking Corporation Limited |
$ | 10,000,000 | ||
| Roberts & Ryan, Inc. |
$ | 10,000,000 | ||
| Total |
$ | 1,000,000,000 | ||
Schedule I-2
EXHIBIT A
FORM OF OPINION OF INTERNAL COUNSEL
[Attached]
A-1
EXHIBIT B
FORM OF OPINION OF URÍA MENÉNDEZ ABOGADOS, S.L.P.
[Attached]
B-1
EXHIBIT C
FORM OF OPINION OF DAVIS POLK & WARDWELL LLP
[Attached]
C-1
EXHIBIT D
PRICING TERM SHEETS
PRICING TERM SHEET
U.S.$1,000,000,000 5.005% SENIOR NON PREFERRED FIXED-TO-FIXED RATE NOTES DUE 2030 (THE “SNP 2030 FIXED-TO-FIXED RATE NOTES”)
| Issuer: | Banco Santander, S.A. | |
| Series Number: | SNP-273 | |
| Issuer Ratings*: | A1 (Stable) / A+ (Stable) / A+ (Stable) by Moody’s / S&P / Fitch | |
| Expected Notes Ratings*: | Baa1 / A- / A (Moody’s / S&P / Fitch) | |
| Status: | Senior Non Preferred | |
| Principal Amount: | U.S.$1,000,000,000 | |
| Form of Issuance: | SEC Registered | |
| Pricing Date: | August 18, 2026 | |
| Settlement Date**: | August 25, 2026 (T+5) | |
| Maturity Date: | August 25, 2030 | |
| Optional Redemption Date: | August 25, 2029 | |
| Benchmark Treasury: | 4.250% UST due August 15, 2029 | |
| Benchmark Treasury Yield: | 4.255% | |
| Spread to Benchmark Treasury: | T+75 bps | |
| Re-offer Yield: | 5.005% | |
| Price to Public: | 100.000% of the Principal Amount | |
| Redemption Price: | 100.000% | |
| Underwriting Discount / Commission: | 0.250% | |
| Proceeds to Issuer (after deducting Underwriting Discount / Commission): | 99.750% (U.S.$997,500,000). This amount is before deducting other expenses incurred in connection with this offering. Additionally, the Underwriters have agreed to reimburse the Issuer for $200.000 of such expenses. | |
| Initial Fixed Rate: | From, and including, August 25, 2026 to, but excluding, the Reset Date at the rate of 5.005% per annum, payable semi-annually in arrears. | |
| Reset Fixed Rate: | From, and including, the Reset Date to, but excluding, the Maturity Date at a fixed rate equal to the U.S. Treasury Rate (as defined in the prospectus supplement) as of the Reset Determination Date (as defined below), plus 0.750% per annum, payable semi-annually in arrears. | |
| Interest Payment Dates: | Each August 25 and February 25, commencing on February 25, 2027 up to and including the Maturity Date or any date of earlier redemption. | |
| Day Count Fraction: | 30/360 (following, unadjusted) | |
| Optional Early Redemption (Call): | The Issuer may redeem the SNP 2030 Fixed-to-Fixed Rate Notes in whole (but not in part) in its sole discretion on the Optional Redemption Date as specified in the prospectus supplement. | |
| Early Redemption for TLAC/MREL Disqualification Event: | Applicable as specified in the prospectus supplement | |
| Early Redemption for Taxation Reasons: | Applicable as specified in the prospectus supplement | |
| Clean-up Redemption: | Applicable as specified in the prospectus supplement | |
| Substitution and Variation: | Applicable as specified in the prospectus supplement | |
| Business Days: | New York City, London and T2 | |
| Reset Determination Date: | The second Business Day immediately preceding the Reset Date | |
| Reset Date: | August 25, 2029 | |
| Minimum Denominations / Multiples: | Minimum denominations of U.S.$200,000 and multiples of U.S.$200,000 in excess thereof | |
| Listing: | New York Stock Exchange | |
| Trustee, Principal Paying Agent and Calculation Agent: | The Bank of New York Mellon, London Branch | |
| Governing Law, Submission to Jurisdiction: | The Base Indenture, the Second Supplemental Indenture and the SNP 2030 Fixed-to-Fixed Rate Notes will be governed by and construed in accordance with the laws of the State of New York (without giving effect to the choice of law provisions), except that certain provisions of the SNP 2030 Fixed-to-Fixed Rate Notes, the Base Indenture and the Second Supplemental Indenture relating to the ranking of the SNP 2030 Fixed-to-Fixed Rate Notes shall be governed by and construed in accordance with Spanish law, and except that the authorization and execution of the SNP 2030 Fixed-to-Fixed Rate Notes, the Base Indenture and the Second Supplemental Indenture shall be governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions of organization of Banco Santander and the Trustee, as the case may be. | |
| The Issuer, the Trustee and the holders of the SNP 2030 Fixed-to-Fixed Rate Notes (by their acceptance of the SNP 2030 Fixed-to-Fixed Rate Notes) irrevocably submit only to the jurisdiction of (i) any Federal or State court in the Borough of Manhattan, The City of New York, New York and (ii) the courts of European Union member states and states that are parties to the Lugano II Convention and which have jurisdiction pursuant to the Brussels Ia Regulation and/or the Lugano II Convention, in any suit, action or proceeding arising out of or relating to the SNP 2030 Fixed-to-Fixed Rate Notes, the Base Indenture, the Second Supplemental Indenture or the transactions contemplated thereby. The Issuer, the Trustee and the holders of the SNP 2030 Fixed-to-Fixed Rate Notes (by their acceptance of the SNP 2030 Fixed-to-Fixed Rate Notes) irrevocably and unconditionally waive, to the extent they may effectively do so, any objection they may have now or hereafter to the laying of the venue of any such suit, action or proceeding in any such courts and agree that they will not bring or support any suit, action or proceeding arising out of or relating to the SNP 2030 Fixed-to-Fixed Rate Notes, the Base Indenture, the Second Supplemental Indenture or the transactions contemplated thereby in any other forum.
“Brussels Ia Regulation” means Regulation (EU) No. 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, as amended.
“Lugano II Convention” means the Convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, signed on 30 October 2007. | ||
| Agreement to and Acknowledgement of Statutory Bail-in: | By its acquisition of any SNP 2030 Fixed-to-Fixed Rate Notes, each holder (including each holder of a beneficial interest in the SNP 2030 Fixed-to-Fixed Rate Notes) acknowledges, accepts, consents and agrees to be bound by the terms of the SNP 2030 Fixed-to-Fixed Rate Notes related to the exercise of the Spanish Bail-In Power. | |
| Waiver of set-off: | Applicable as specified in the prospectus supplement. | |
| Risk Factors: | Investors should read the information under the heading “Risk Factors” in the preliminary prospectus supplement dated August 18, 2026. | |
| U.S. Federal Income Tax Considerations: | For a discussion of the material U.S. federal income tax considerations for the ownership and disposition of the SNP 2030 Fixed-to-Fixed Rate Notes by U.S. investors, see “Taxation - U.S. Federal Income Tax Considerations” in the preliminary prospectus supplement. That discussion does not describe all of the tax consequences that may be relevant in the light of a U.S. investor’s particular circumstances. | |
| Selling Restrictions: | Canada, EEA, United Kingdom, Hong Kong, Italy, Japan, People’s Republic of China (excluding Hong Kong, Macau and Taiwan), Republic of Korea, Taiwan, Singapore, Switzerland and Australia. No publicity or marketing nor public offering which requires the registration of a prospectus in Spain. The SNP 2030 Fixed-to-Fixed Rate Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA and in the United Kingdom, as per the preliminary prospectus supplement. | |
| Conflict of Interest: | Santander US Capital Markets LLC is a subsidiary of Banco Santander, S.A. Therefore, Santander US Capital Markets LLC is deemed to have a “conflict of interest” under FINRA Rule 5121 and, accordingly, the offering of the SNP 2030 Fixed-to-Fixed Rate Notes will comply with the applicable requirements of FINRA Rule 5121. | |
| CUSIP / ISIN: | 05971KAZ2 / US05971KAZ21 | |
| Sole Global Coordinator: | Santander US Capital Markets LLC | |
| Joint Active Managers: | Barclays Capital Inc. BMO Capital Markets Corp. Deutsche Bank Securities Inc. Jefferies LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC Santander US Capital Markets LLC Standard Chartered Bank AG Wells Fargo Securities, LLC | |
| Co-Leads: | Bridgeway Securities Corp Oversea-Chinese Banking Corporation Limited*** Roberts & Ryan, Inc. | |
| * | Any ratings obtained will reflect only the views of the respective rating agency and should not be considered a recommendation to buy, sell or hold the SNP 2030 Fixed-to-Fixed Rate Notes. The ratings assigned by the rating agencies are subject to revision or withdrawal at any time by such rating agencies in their sole discretion. Each rating should be evaluated independently of any other rating. |
| ** | It is expected that delivery of the SNP 2030 Fixed-to-Fixed Rate Notes will be made against payment therefor on or about August 25, 2026, which is the fifth business day following the date hereof (such settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are generally required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the SNP 2030 Fixed-to-Fixed Rate Notes prior to the business day preceding the settlement date will be required, by virtue of the fact that the SNP 2030 Fixed-to-Fixed Rate Notes initially settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors. |
| *** | Oversea-Chinese Banking Corporation Limited is restricted in its securities dealings in the United States and will not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, OCBC shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by other underwriters in the United States. OCBC shall offer and sell the Securities constituting part of its allotment solely outside the United States. |
The issuer has filed a registration statement (including a base prospectus and a related preliminary prospectus supplement) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the preliminary prospectus supplement, the base prospectus in that registration statement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (EDGAR®) at www.sec.gov.
Alternatively, you may obtain a copy of the base prospectus and the preliminary prospectus supplement from Barclays Capital Inc. by calling toll free 1-888-603-5847, BMO Capital Markets Corp. by telephone at 1-888-200-0266, Deutsche Bank Securities Inc. by calling toll free 1-800-503-4611, Jefferies LLC by calling toll free 1-877-877-0696, Mizuho Securities USA LLC by calling toll free 1-866-271-7403, Morgan Stanley & Co. LLC by calling toll free 1-866-718-1649, Santander US Capital Markets LLC by calling toll free 1-855-403-3636, Standard Chartered Bank AG by calling +44 207-885-5739 and Wells Fargo Securities, LLC by calling 1-800-645-3751.
Capitalized terms used but not defined in this term sheet have the meanings set forth in the base prospectus as supplemented by the preliminary prospectus supplement.
The distribution of this term sheet and the offering of the securities to which this term sheet relates may be restricted by law in certain jurisdictions and therefore persons into whose possession this term sheet comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions could result in a violation of the laws of any such jurisdiction.
EU PRIIPs Regulation / PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The SNP 2030 Fixed-to-Fixed Rate 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 Directive 2014/65/EU, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the “IDD”), 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 Regulation (EU) No. 2017/1129. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (the “EU PRIIPs Regulation”) for offering or selling the SNP 2030 Fixed-to-Fixed Rate Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the SNP 2030 Fixed-to-Fixed Rate Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
UK PRIIPs Regulation / PROHIBITION OF SALES TO UK RETAIL INVESTORS: The SNP 2030 Fixed-to-Fixed Rate Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the SNP 2030 Fixed-to-Fixed Rate Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the SNP 2030 Fixed-to-Fixed Rate Notes or otherwise making them available to any retail investor in the UK may be unlawful under the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
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 SNP 2030 Fixed-to-Fixed Rate Notes has led to the conclusion that: (i) the target market for the SNP 2030 Fixed-to-Fixed Rate Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the SNP 2030 Fixed-to-Fixed Rate Notes to eligible counterparties and professional clients are appropriate. The target market assessment indicates that the SNP 2030 Fixed-to-Fixed Rate Notes are incompatible with the needs, characteristics and objectives of clients which are retail clients (as defined in MiFID II). Any person subsequently offering, selling, or recommending the SNP 2030 Fixed-to-Fixed Rate 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 SNP 2030 Fixed-to-Fixed Rate Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
UK MIFIR 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 SNP 2030 Fixed-to-Fixed Rate Notes has led to the conclusion that: (i) the target market for the SNP 2030 Fixed-to-Fixed Rate Notes is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients only, as defined in Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the SNP 2030 Fixed-to-Fixed Rate Notes to eligible counterparties and professional clients are appropriate. The target market assessment indicates that the SNP 2030 Fixed-to-Fixed Rate Notes are incompatible with the needs, characteristics and objectives of clients which are retail clients (as defined in Regulation (EU) No. 2017/565 as it forms part of the domestic law of the UK by virtue of the EUWA). Any person subsequently offering, selling or recommending the SNP 2030 Fixed-to-Fixed Rate Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the SNP 2030 Fixed-to-Fixed Rate Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
This term sheet is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the SNP 2030 Fixed-to-Fixed Rate Notes or possession or distribution of this term sheet in any jurisdiction where action for that purpose is required. Persons into whose possession this term sheet comes are required to inform themselves about and to observe any such restrictions.
PRICING TERM SHEET
U.S.$1,000,000,000 5.624% SENIOR NON PREFERRED FIXED-TO-FIXED RATE NOTES DUE 2034 (THE “SNP 2034 FIXED-TO-FIXED RATE NOTES”)
| Issuer: | Banco Santander, S.A. | |
| Series Number: | SNP-274 | |
| Issuer Ratings*: | A1 (Stable) / A+ (Stable) / A+ (Stable) by Moody’s / S&P / Fitch | |
| Expected Notes Ratings*: | Baa1 / A- / A (Moody’s / S&P / Fitch) | |
| Status: | Senior Non Preferred | |
| Principal Amount: | U.S.$1,000,000,000 | |
| Form of Issuance: | SEC Registered | |
| Pricing Date: | August 18, 2026 | |
| Settlement Date**: | August 25, 2026 (T+5) | |
| Maturity Date: | August 25, 2034 | |
| Optional Redemption Date: | August 25, 2033 | |
| Benchmark Treasury: | 4.375% UST due July 31, 2033 | |
| Benchmark Treasury Yield: | 4.524% | |
| Spread to Benchmark Treasury: | T+110 bps | |
| Re-offer Yield: | 5.624% | |
| Price to Public: | 100.000% of the Principal Amount | |
| Redemption Price: | 100.000% | |
| Underwriting Discount / Commission: | 0.350% | |
| Proceeds to Issuer (after deducting Underwriting Discount / Commission): | 99.650% (U.S.$996,500,000). This amount is before deducting other expenses incurred in connection with this offering. | |
| Initial Fixed Rate: | From, and including, August 25, 2026 to, but excluding, the Reset Date at the rate of 5.624% per annum, payable semi-annually in arrears. | |
D-1
| Reset Fixed Rate: | From, and including, the Reset Date to, but excluding, the Maturity Date at a fixed rate equal to the U.S. Treasury Rate (as defined in the prospectus supplement) as of the Reset Determination Date (as defined below), plus 1.100% per annum, payable semi-annually in arrears. | |
| Interest Payment Dates: | Each August 25 and February 25, commencing on February 25, 2027 up to and including the Maturity Date or any date of earlier redemption. | |
| Day Count Fraction: | 30/360 (following, unadjusted) | |
| Optional Early Redemption (Call): | The Issuer may redeem the SNP 2034 Fixed-to-Fixed Rate Notes in whole (but not in part) in its sole discretion on the Optional Redemption Date as specified in the prospectus supplement. | |
| Early Redemption for TLAC/MREL Disqualification Event: | Applicable as specified in the prospectus supplement | |
| Early Redemption for Taxation Reasons: | Applicable as specified in the prospectus supplement | |
| Clean-up Redemption: | Applicable as specified in the prospectus supplement | |
| Substitution and Variation: | Applicable as specified in the prospectus supplement | |
| Business Days: | New York City, London and T2 | |
| Reset Determination Date: | The second Business Day immediately preceding the Reset Date | |
| Reset Date: | August 25, 2033 | |
| Minimum Denominations / Multiples: | Minimum denominations of U.S.$200,000 and multiples of U.S.$200,000 in excess thereof | |
| Listing: | New York Stock Exchange | |
| Trustee, Principal Paying Agent and Calculation Agent: | The Bank of New York Mellon, London Branch | |
| Governing Law, Submission to Jurisdiction: | The Base Indenture, the Second Supplemental Indenture and the SNP 2034 Fixed-to-Fixed Rate Notes will be governed by and construed in accordance with the laws of the State of New York (without giving effect to the choice of law provisions), except that certain provisions of the SNP 2034 Fixed-to-Fixed Rate Notes, the Base Indenture and the Second Supplemental Indenture relating to the ranking of the SNP 2034 Fixed-to-Fixed Rate Notes shall be governed by and construed in accordance with Spanish law, and except that the authorization and execution of the SNP 2034 Fixed-to-Fixed Rate Notes, the Base Indenture and the Second Supplemental Indenture shall be governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions of organization of Banco Santander and the Trustee, as the case may be. | |
D-2
| The Issuer, the Trustee and the holders of the SNP 2034 Fixed-to-Fixed Rate Notes (by their acceptance of the SNP 2034 Fixed-to-Fixed Rate Notes) irrevocably submit only to the jurisdiction of (i) any Federal or State court in the Borough of Manhattan, The City of New York, New York and (ii) the courts of European Union member states and states that are parties to the Lugano II Convention and which have jurisdiction pursuant to the Brussels Ia Regulation and/or the Lugano II Convention, in any suit, action or proceeding arising out of or relating to the SNP 2034 Fixed-to-Fixed Rate Notes, the Base Indenture, the Second Supplemental Indenture or the transactions contemplated thereby. The Issuer, the Trustee and the holders of the SNP 2034 Fixed-to-Fixed Rate Notes (by their acceptance of the SNP 2034 Fixed-to-Fixed Rate Notes) irrevocably and unconditionally waive, to the extent they may effectively do so, any objection they may have now or hereafter to the laying of the venue of any such suit, action or proceeding in any such courts and agree that they will not bring or support any suit, action or proceeding arising out of or relating to the SNP 2034 Fixed-to-Fixed Rate Notes, the Base Indenture, the Second Supplemental Indenture or the transactions contemplated thereby in any other forum.
“Brussels Ia Regulation” means Regulation (EU) No. 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, as amended.
“Lugano II Convention” means the Convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, signed on 30 October 2007. | ||
| Agreement to and Acknowledgement of Statutory Bail-in: | By its acquisition of any SNP 2034 Fixed-to-Fixed Rate Notes, each holder (including each holder of a beneficial interest in the SNP 2034 Fixed-to-Fixed Rate Notes) acknowledges, accepts, consents and agrees to be bound by the terms of the SNP 2034 Fixed-to-Fixed Rate Notes related to the exercise of the Spanish Bail-In Power. | |
| Waiver of set-off: | Applicable as specified in the prospectus supplement. | |
| Risk Factors: | Investors should read the information under the heading “Risk Factors” in the preliminary prospectus supplement dated August 18, 2026. | |
| U.S. Federal Income Tax Considerations: | For a discussion of the material U.S. federal income tax considerations for the ownership and disposition of the SNP 2034 Fixed-to-Fixed Rate Notes by U.S. investors, see “Taxation - U.S. Federal Income Tax Considerations” in the preliminary prospectus supplement. That discussion does not describe all of the tax consequences that may be relevant in the light of a U.S. investor’s particular circumstances. | |
| Selling Restrictions: | Canada, EEA, United Kingdom, Hong Kong, Italy, Japan, People’s Republic of China (excluding Hong Kong, Macau and Taiwan), Republic of Korea, Taiwan, Singapore, Switzerland and Australia. No publicity or marketing nor public offering which requires the registration of a prospectus in Spain. The SNP 2034 Fixed-to-Fixed Rate Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA and in the United Kingdom, as per the preliminary prospectus supplement. | |
D-3
| Conflict of Interest: | Santander US Capital Markets LLC is a subsidiary of Banco Santander, S.A. Therefore, Santander US Capital Markets LLC is deemed to have a “conflict of interest” under FINRA Rule 5121 and, accordingly, the offering of the SNP 2034 Fixed-to-Fixed Rate Notes will comply with the applicable requirements of FINRA Rule 5121. | |
| CUSIP / ISIN: | 05971KBA6 / US05971KBA60 | |
| Sole Global Coordinator: | Santander US Capital Markets LLC | |
| Joint Active Managers: | Barclays Capital Inc. BMO Capital Markets Corp. Deutsche Bank Securities Inc. Jefferies LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC Santander US Capital Markets LLC Standard Chartered Bank AG Wells Fargo Securities, LLC | |
| Co-Leads: | Bridgeway Securities Corp Oversea-Chinese Banking Corporation Limited*** Roberts & Ryan, Inc. | |
| * | Any ratings obtained will reflect only the views of the respective rating agency and should not be considered a recommendation to buy, sell or hold the SNP 2034 Fixed-to-Fixed Rate Notes. The ratings assigned by the rating agencies are subject to revision or withdrawal at any time by such rating agencies in their sole discretion. Each rating should be evaluated independently of any other rating. |
| ** | It is expected that delivery of the SNP 2034 Fixed-to-Fixed Rate Notes will be made against payment therefor on or about August 25, 2026, which is the fifth business day following the date hereof (such settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are generally required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the SNP 2034 Fixed-to-Fixed Rate Notes prior to the business day preceding the settlement date will be required, by virtue of the fact that the SNP 2034 Fixed-to-Fixed Rate Notes initially settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors. |
| *** | Oversea-Chinese Banking Corporation Limited is restricted in its securities dealings in the United States and will not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, OCBC shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by other underwriters in the United States. OCBC shall offer and sell the Securities constituting part of its allotment solely outside the United States. |
The issuer has filed a registration statement (including a base prospectus and a related preliminary prospectus supplement) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the preliminary prospectus supplement, the base prospectus in that registration statement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (EDGAR®) at www.sec.gov.
Alternatively, you may obtain a copy of the base prospectus and the preliminary prospectus supplement from Barclays Capital Inc. by calling toll free 1-888-603-5847, BMO Capital Markets Corp. by telephone at 1-888-200-0266, Deutsche Bank Securities Inc. by calling toll free 1-800-503-4611, Jefferies LLC by calling toll free 1-877-877-0696, Mizuho Securities USA LLC by calling toll free 1-866-271-7403, Morgan Stanley & Co. LLC by calling toll free 1-866-718-1649, Santander US Capital Markets LLC by calling toll free 1-855-403-3636, Standard Chartered Bank AG by calling +44 207-885-8888 and Wells Fargo Securities, LLC by calling 1-800-645-3751.
D-4
Capitalized terms used but not defined in this term sheet have the meanings set forth in the base prospectus as supplemented by the preliminary prospectus supplement.
The distribution of this term sheet and the offering of the securities to which this term sheet relates may be restricted by law in certain jurisdictions and therefore persons into whose possession this term sheet comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions could result in a violation of the laws of any such jurisdiction.
EU PRIIPs Regulation / PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The SNP 2034 Fixed-to-Fixed Rate 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 Directive 2014/65/EU, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the “IDD”), 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 Regulation (EU) No. 2017/1129. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (the “EU PRIIPs Regulation”) for offering or selling the SNP 2034 Fixed-to-Fixed Rate Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the SNP 2034 Fixed-to-Fixed Rate Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
UK PRIIPs Regulation / PROHIBITION OF SALES TO UK RETAIL INVESTORS: The SNP 2034 Fixed-to-Fixed Rate Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the SNP 2034 Fixed-to-Fixed Rate Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the SNP 2034 Fixed-to-Fixed Rate Notes or otherwise making them available to any retail investor in the UK may be unlawful under the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
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 SNP 2034 Fixed-to-Fixed Rate Notes has led to the conclusion that: (i) the target market for the SNP 2034 Fixed-to-Fixed Rate Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the SNP 2034 Fixed-to-Fixed Rate Notes to eligible counterparties and professional clients are appropriate. The target market assessment indicates that the SNP 2034 Fixed-to-Fixed Rate Notes are incompatible with the needs, characteristics and objectives of clients which are retail clients (as defined in MiFID II). Any person subsequently offering, selling, or recommending the SNP 2034 Fixed-to-Fixed Rate 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 SNP 2034 Fixed-to-Fixed Rate Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
UK MIFIR 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 SNP 2034 Fixed-to-Fixed Rate Notes has led to the conclusion that: (i) the target market for the SNP 2034 Fixed-to-Fixed Rate Notes is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients only, as defined in Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the SNP 2034 Fixed-to-Fixed Rate Notes to eligible counterparties and professional clients are appropriate. The target market assessment indicates that the SNP 2034 Fixed-to-Fixed Rate Notes are incompatible with the needs, characteristics and objectives of clients which are retail clients (as defined in Regulation (EU) No. 2017/565 as it forms part of the domestic law of the UK by virtue of the EUWA). Any person subsequently offering, selling or recommending the SNP 2034 Fixed-to-Fixed Rate Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the SNP 2034 Fixed-to-Fixed Rate Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
This term sheet is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the SNP 2034 Fixed-to-Fixed Rate Notes or possession or distribution of this term sheet in any jurisdiction where action for that purpose is required. Persons into whose possession this term sheet comes are required to inform themselves about and to observe any such restrictions.
D-5
EXHIBIT E
| 1. | The Final Term Sheets included in Exhibit D. |
E-1
Exhibit 4.1
BANCO SANTANDER, S.A.
as Issuer,
THE BANK OF NEW YORK MELLON,
London Branch
as Trustee, Calculation Agent and Principal Paying Agent
and
THE BANK OF NEW YORK MELLON SA/NV,
Luxembourg Branch
as Senior Non Preferred Debt Securities Registrar
SECOND SUPPLEMENTAL INDENTURE
dated as of August 25, 2026
to
SENIOR NON PREFERRED DEBT SECURITIES INDENTURE
dated as of April 15, 2026
SECOND SUPPLEMENTAL INDENTURE (“Second Supplemental Indenture”), dated as of August 25, 2026, among BANCO SANTANDER, S.A., a sociedad anónima incorporated under the laws of The Kingdom of Spain (the “Company”), having its principal executive office located at Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain, as issuer, THE BANK OF NEW YORK MELLON, London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee,” which term includes any successor Trustee), calculation agent (the “Calculation Agent,” which term includes any successor Calculation Agent) and principal paying agent (the “Principal Paying Agent,” which term includes any successor Principal Paying Agent), having its Corporate Trust Office at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom, and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch, a société anonyme/naamloze vennootschap, incorporated under the laws of Belgium, as senior non preferred debt securities registrar (the “Senior Non Preferred Debt Securities Registrar”), having its principal office at 2-4 Rue Eugène Ruppert, L-2453 Luxembourg, Luxembourg.
WITNESSETH
WHEREAS, the Company and the Trustee have executed and delivered a Senior Non Preferred Debt Securities Indenture dated as of April 15, 2026 (as heretofore amended and supplemented, the “Base Indenture” and, the Base Indenture, as supplemented and amended by this Second Supplemental Indenture, the “Senior Non Preferred Debt Securities Indenture”), to provide for the issuance of the Company’s senior non preferred debt securities (the “Senior Non Preferred Debt Securities”), including the Senior Non Preferred Notes (as defined below).
WHEREAS, Section 9.01(d) of the Base Indenture permits the Company and the Trustee to change or eliminate any provisions of the Base Indenture without the consent of Holders, subject to certain conditions;
WHEREAS, Section 9.01(f) of the Base Indenture permits the Company and the Trustee to enter into a supplemental indenture to establish the forms or terms of Senior Non Preferred Debt Securities of any series as permitted under Sections 2.01 and 3.01 of the Base Indenture without the consent of Holders;
WHEREAS, there are no Outstanding Senior Non Preferred Debt Securities of any series created prior to the execution of this Second Supplemental Indenture that are entitled to the benefit of the provisions set forth herein or that would be adversely affected by such provisions;
WHEREAS, the Executive Committee of the Company has authorized the entry into this Second Supplemental Indenture and the establishment of the Senior Non Preferred Notes (as defined below), as required by Section 9.01 of the Base Indenture;
1
WHEREAS, the parties hereto desire to establish (i) a series of Senior Non Preferred Debt Securities to be known as the Series SNP-273 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030 (the “2030 Fixed-to-Fixed Rate Notes” ) and (ii) a series of Senior Non Preferred Debt Securities to be known as the Series SNP-274 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034 (the “2034 Fixed-to-Fixed Rate Notes” and, together with the 2030 Fixed-to-Fixed Rate Notes, the “Senior Non Preferred Notes”), each pursuant to Sections 2.01 and 3.01 of the Base Indenture. Each of the 2030 Fixed-to-Fixed Rate Notes and the 2034 Fixed-to-Fixed Rate Notes may be issued from time to time, and any 2030 Fixed-to-Fixed Rate Notes and 2034 Fixed-to-Fixed Rate Notes issued as part of the relevant series created herein will constitute a single series of Senior Non Preferred Debt Securities under the Senior Non Preferred Debt Securities Indenture and shall be included in the definition of “2030 Fixed-to-Fixed Rate Notes” or “2034 Fixed-to-Fixed Rate Notes,” as applicable, where the context requires;
WHEREAS, the Company has requested and hereby requests that the Trustee execute and deliver this Second Supplemental Indenture and the Company has provided the Trustee with an Executive Committee Resolution authorizing the execution of this Second Supplemental Indenture;
WHEREAS, all actions required by the Company to be taken in order to make this Second Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, have been taken and performed, and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects; and
WHEREAS, where indicated, this Second Supplemental Indenture shall amend and supplement the Base Indenture; and to the extent that the terms of the Base Indenture are inconsistent with such provisions of this Second Supplemental Indenture, the terms of this Second Supplemental Indenture shall govern.
NOW, THEREFORE, the Company and the Trustee mutually covenant and agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.01. Definition of Terms. For all purposes of this Second Supplemental Indenture:
(a) a term defined anywhere in this Second Supplemental Indenture has the same meaning throughout;
(b) capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Base Indenture;
(c) the singular includes the plural and vice versa;
(d) headings are for convenience of reference only and do not affect interpretation; and
2
(e) for the purposes of this Second Supplemental Indenture and the Base Indenture, the term “series” shall mean a series of the Senior Non Preferred Debt Securities.
ARTICLE 2
FORM OF SENIOR NON PREFERRED NOTES
Section 2.01. Terms of the 2030 Fixed-to-Fixed Rate Notes. The following terms relating to the 2030 Fixed-to-Fixed Rate Notes are hereby established pursuant to Section 3.01 of the Base Indenture (terms defined in this Section 2.01 shall apply with respect to the 2030 Fixed-to-Fixed Rate Notes only):
(a) The 2030 Fixed-to-Fixed Rate Notes shall be designated as the Series SNP-273 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030;
(b) The price at which the 2030 Fixed-to-Fixed Rate Notes shall be issued is 100.000% of the principal amount thereof;
(c) The aggregate principal amount of the 2030 Fixed-to-Fixed Rate Notes that may be authenticated and delivered under the Senior Non Preferred Debt Securities Indenture shall not exceed $1,000,000,000, except as otherwise provided in the Senior Non Preferred Debt Securities Indenture, including Section 2.01(t) hereof;
(d) Principal on the 2030 Fixed-to-Fixed Rate Notes shall be payable on August 25, 2030 (the “Maturity Date”);
(e) The 2030 Fixed-to-Fixed Rate Notes shall be issued in global registered form on August 25, 2026. From (and including) the date of issuance to (but excluding) August 25, 2029 (the “Reset Date”), interest will accrue on the 2030 Fixed-to-Fixed Rate Notes at a fixed rate of 5.005% per annum. From (and including) the Reset Date to (but excluding) the Maturity Date (the “Reset Period”), interest will accrue on the 2030 Fixed-to-Fixed Rate Notes at a fixed rate equal to the applicable U.S. Treasury Rate (as defined herein) as of the second Business Day (as defined herein) preceding the Reset Date (the “Reset Determination Date”), plus 0.750% per annum. Interest will be payable semi-annually in arrears on February 25 and August 25 of each year (each, an “Interest Payment Date”), commencing on February 25, 2027, up to and including the Maturity Date or any date of earlier redemption;
Interest on the 2030 Fixed-to-Fixed Rate Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such month. The Regular Record Date for the 2030 Fixed-to-Fixed Rate Notes will be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If any scheduled Interest Payment Date is not a Business Day, the Company will pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment;
3
(f) No premium, upon redemption or otherwise, shall be payable by the Company on the 2030 Fixed-to-Fixed Rate Notes;
(g) Principal of and any interest on the 2030 Fixed-to-Fixed Rate Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent of the Company having offices in London, United Kingdom and the Borough of Manhattan, The City of New York;
(h) The 2030 Fixed-to-Fixed Rate Notes shall not be redeemable except as provided in Sections 11.08, 11.09, 11.10 and 11.11 of the Senior Non Preferred Debt Securities Indenture;
(i) The Company shall have no obligation to redeem or purchase the 2030 Fixed-to-Fixed Rate Notes pursuant to any sinking fund or analogous provision;
(j) The 2030 Fixed-to-Fixed Rate Notes shall be issued only in minimum denominations of $200,000 and integral multiples of $200,000 in excess thereof;
(k) The principal amount of the 2030 Fixed-to-Fixed Rate Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Senior Non Preferred Debt Securities Indenture;
(l) Additional Amounts in respect of the 2030 Fixed-to-Fixed Rate Notes shall be payable as set forth in the Senior Non Preferred Debt Securities Indenture;
(m) The 2030 Fixed-to-Fixed Rate Notes shall be denominated in, and payments thereon shall be made in, U.S. Dollars only;
(n) The payment of principal of or interest, if any, on the 2030 Fixed-to-Fixed Rate Notes shall be payable only in the coin or currency in which the 2030 Fixed-to-Fixed Rate Notes are denominated;
(o) The 2030 Fixed-to-Fixed Rate Notes will be issued in the form of one or more global securities in registered form, without coupons attached, and initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, the Depositary;
(p) The 2030 Fixed-to-Fixed Rate Notes will not be initially issued in definitive form;
(q) The Events of Default on the 2030 Fixed-to-Fixed Rate Notes are as provided for in Section 5.01 of the Senior Non Preferred Debt Securities Indenture;
4
(r) The Company agrees with respect to the 2030 Fixed-to-Fixed Rate Notes and each Holder of the 2030 Fixed-to-Fixed Rate Notes, by his or her acquisition of the 2030 Fixed-to-Fixed Rate Notes, will be deemed to have agreed to the ranking as described in Section 12.01 of the Senior Non Preferred Debt Securities Indenture. 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 2030 Fixed-to-Fixed Rate Notes. In addition, each Holder of the 2030 Fixed-to-Fixed Rate Notes, by his or her acquisition of such 2030 Fixed-to-Fixed Rate 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 2030 Fixed-to-Fixed Rate Notes as provided in the Senior Non Preferred Debt Securities Indenture, and appoints the Trustee as his or her attorney-in-fact for any and all such purposes;
(s) The form of the 2030 Fixed-to-Fixed Rate Notes to be issued on the date hereof shall be substantially in the form of Exhibit B hereto;
(t) The Company may issue additional 2030 Fixed-to-Fixed Rate Notes (“Additional Notes”) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other terms, except for the price to the public, original interest accrual date, issue date and first Interest Payment Date, as the 2030 Fixed-to-Fixed Rate Notes; provided, however, that such Additional Notes will not have the same CUSIP, ISIN or other identifying number as the Outstanding 2030 Fixed-to-Fixed Rate Notes unless the Additional Notes are fungible with the 2030 Fixed-to-Fixed Rate Notes for U.S. federal income tax purposes. Any such Additional Notes, together with the 2030 Fixed-to-Fixed Rate Notes, will constitute a single series of securities under the Senior Non Preferred Debt Securities Indenture;
(u) The Company appoints The Bank of New York Mellon, London Branch, as the initial Calculation Agent and Principal Paying Agent for the 2030 Fixed-to-Fixed Rate Notes pursuant to the terms of the Calculation Agency Agreement;
(v) The Company appoints The Bank of New York Mellon SA/NV, Luxembourg Branch, as the Senior Non Preferred Debt Securities Registrar for the 2030 Fixed-to-Fixed Rate Notes pursuant to Section 3.05 of the Senior Non Preferred Debt Securities Indenture;
(w) The terms of substitution and variation of the 2030 Fixed-to-Fixed Rate Notes are as provided for in Section 8.04 of the Senior Non Preferred Debt Securities Indenture;
(x) Subject to applicable law, neither any Holder or beneficial owner of the 2030 Fixed-to-Fixed Rate Notes nor the Trustee acting on behalf of the Holders of the 2030 Fixed-to-Fixed Rate Notes may exercise, claim or plead any right of set-off, netting, compensation or retention in respect of any amount owed to it by the Company in respect of, or arising under, or in connection with, the 2030 Fixed-to-Fixed Rate Notes as provided for in Section 12.04 of the Senior Non Preferred Debt Securities Indenture;
5
(y) Each Holder of the 2030 Fixed-to-Fixed Rate Notes, by his or her acquisition of the 2030 Fixed-to-Fixed Rate Notes, will be deemed to have acknowledged, accepted, consented to and agreed to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority as provided for in Article 13 of the Senior Non Preferred Debt Securities Indenture;
(z) The Bank of New York Mellon SA/NV, Luxembourg Branch, as the Senior Non Preferred Debt Securities Registrar for the 2030 Fixed-to-Fixed Rate Notes acknowledges, accepts, consents to and agrees to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority as provided for in Article 13 of the Senior Non Preferred Debt Securities Indenture; and
(aa) Each of the parties hereto agrees with respect to the Senior Non Preferred Debt Securities Indenture and the 2030 Fixed-to-Fixed Rate Notes, and each Holder of the 2030 Fixed-to-Fixed Rate Notes, by his or her acquisition of the 2030 Fixed-to-Fixed Rate Notes, will be deemed to have agreed to the submission to jurisdiction set forth in Section 1.15 of the Senior Non Preferred Debt Securities Indenture.
Section 2.02. Terms of the 2034 Fixed-to-Fixed Rate Notes. The following terms relating to the 2034 Fixed-to-Fixed Rate Notes are hereby established pursuant to Section 3.01 of the Base Indenture (terms defined in this Section 2.02 shall apply with respect to the 2034 Fixed-to-Fixed Rate Notes only):
(a) The 2034 Fixed-to-Fixed Rate Notes shall be designated as the Series SNP-274 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034;
(b) The price at which the 2034 Fixed-to-Fixed Rate Notes shall be issued is 100.000% of the principal amount thereof;
(c) The aggregate principal amount of the 2034 Fixed-to-Fixed Rate Notes that may be authenticated and delivered under the Senior Non Preferred Debt Securities Indenture shall not exceed $1,000,000,000, except as otherwise provided in the Senior Non Preferred Debt Securities Indenture, including Section 2.02(t) hereof;
(d) Principal on the 2034 Fixed-to-Fixed Rate Notes shall be payable on August 25, 2034 (the “Maturity Date”);
(e) The 2034 Fixed-to-Fixed Rate Notes shall be issued in global registered form on August 25, 2026. From (and including) the date of issuance to (but excluding) August 25, 2033 (the “Reset Date”), interest will accrue on the 2034 Fixed-to-Fixed Rate Notes at a fixed rate of 5.624% per annum. From (and including) the Reset Date to (but excluding) the Maturity Date (the “Reset Period”), interest will accrue on the 2034 Fixed-to-Fixed Rate Notes at a fixed rate equal to the applicable U.S. Treasury Rate (as defined herein) as of the second Business Day (as defined herein) preceding the Reset Date (the “Reset Determination Date”), plus 1.100% per annum. Interest will be payable semi-annually in arrears on February 25 and August 25 of each year (each, an “Interest Payment Date”), commencing on February 25, 2027, up to and including the Maturity Date or any date of earlier redemption;
6
Interest on the 2034 Fixed-to-Fixed Rate Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such month. The Regular Record Date for the 2034 Fixed-to-Fixed Rate Notes will be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If any scheduled Interest Payment Date is not a Business Day, the Company will pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment;
(f) No premium, upon redemption or otherwise, shall be payable by the Company on the 2034 Fixed-to-Fixed Rate Notes;
(g) Principal of and any interest on the 2034 Fixed-to-Fixed Rate Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent of the Company having offices in London, United Kingdom and the Borough of Manhattan, The City of New York;
(h) The 2034 Fixed-to-Fixed Rate Notes shall not be redeemable except as provided in Sections 11.08, 11.09, 11.10 and 11.11 of the Senior Non Preferred Debt Securities Indenture;
(i) The Company shall have no obligation to redeem or purchase the 2034 Fixed-to-Fixed Rate Notes pursuant to any sinking fund or analogous provision;
(j) The 2034 Fixed-to-Fixed Rate Notes shall be issued only in minimum denominations of $200,000 and integral multiples of $200,000 in excess thereof;
(k) The principal amount of the 2034 Fixed-to-Fixed Rate Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Senior Non Preferred Debt Securities Indenture;
(l) Additional Amounts in respect of the 2034 Fixed-to-Fixed Rate Notes shall be payable as set forth in the Senior Non Preferred Debt Securities Indenture;
(m) The 2034 Fixed-to-Fixed Rate Notes shall be denominated in, and payments thereon shall be made in, U.S. Dollars only;
(n) The payment of principal of or interest, if any, on the 2034 Fixed-to-Fixed Rate Notes shall be payable only in the coin or currency in which the 2034 Fixed-to-Fixed Rate Notes are denominated;
(o) The 2034 Fixed-to-Fixed Rate Notes will be issued in the form of one or more global securities in registered form, without coupons attached, and initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, the Depositary;
7
(p) The 2034 Fixed-to-Fixed Rate Notes will not be initially issued in definitive form;
(q) The Events of Default on the 2034 Fixed-to-Fixed Rate Notes are as provided for in Section 5.01 of the Senior Non Preferred Debt Securities Indenture;
(r) The Company agrees with respect to the 2034 Fixed-to-Fixed Rate Notes and each Holder of the 2034 Fixed-to-Fixed Rate Notes, by his or her acquisition of the 2034 Fixed-to-Fixed Rate Notes, will be deemed to have agreed to the ranking as described in Section 12.01 of the Senior Non Preferred Debt Securities Indenture. 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 2034 Fixed-to-Fixed Rate Notes. In addition, each Holder of the 2034 Fixed-to-Fixed Rate Notes, by his or her acquisition of such 2034 Fixed-to-Fixed Rate 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 2034 Fixed-to-Fixed Rate Notes as provided in the Senior Non Preferred Debt Securities Indenture, and appoints the Trustee as his or her attorney-in-fact for any and all such purposes;
(s) The form of the 2034 Fixed-to-Fixed Rate Notes to be issued on the date hereof shall be substantially in the form of Exhibit C hereto;
(t) The Company may issue additional 2034 Fixed-to-Fixed Rate Notes (“Additional Notes”) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other terms, except for the price to the public, original interest accrual date, issue date and first Interest Payment Date, as the 2034 Fixed-to-Fixed Rate Notes; provided, however, that such Additional Notes will not have the same CUSIP, ISIN or other identifying number as the Outstanding 2034 Fixed-to-Fixed Rate Notes unless the Additional Notes are fungible with the 2034 Fixed-to-Fixed Rate Notes for U.S. federal income tax purposes. Any such Additional Notes, together with the 2034 Fixed-to-Fixed Rate Notes, will constitute a single series of securities under the Senior Non Preferred Debt Securities Indenture;
(u) The Company appoints The Bank of New York Mellon, London Branch, as the initial Calculation Agent and Principal Paying Agent for the 2034 Fixed-to-Fixed Rate Notes pursuant to the terms of the Calculation Agency Agreement;
(v) The Company appoints The Bank of New York Mellon SA/NV, Luxembourg Branch, as the Senior Non Preferred Debt Securities Registrar for the 2034 Fixed-to-Fixed Rate Notes pursuant to Section 3.05 of the Senior Non Preferred Debt Securities Indenture;
(w) The terms of substitution and variation of the 2034 Fixed-to-Fixed Rate Notes are as provided for in Section 8.04 of the Senior Non Preferred Debt Securities Indenture;
8
(x) Subject to applicable law, neither any Holder or beneficial owner of the 2034 Fixed-to-Fixed Rate Notes nor the Trustee acting on behalf of the Holders of the 2034 Fixed-to-Fixed Rate Notes may exercise, claim or plead any right of set-off, netting, compensation or retention in respect of any amount owed to it by the Company in respect of, or arising under, or in connection with, the 2034 Fixed-to-Fixed Rate Notes as provided for in Section 12.04 of the Senior Non Preferred Debt Securities Indenture;
(y) Each Holder of the 2034 Fixed-to-Fixed Rate Notes, by his or her acquisition of the 2034 Fixed-to-Fixed Rate Notes, will be deemed to have acknowledged, accepted, consented to and agreed to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority as provided for in Article 13 of the Senior Non Preferred Debt Securities Indenture;
(z) The Bank of New York Mellon SA/NV, Luxembourg Branch, as the Senior Non Preferred Debt Securities Registrar for the 2034 Fixed-to-Fixed Rate Notes acknowledges, accepts, consents to and agrees to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority as provided for in Article 13 of the Senior Non Preferred Debt Securities Indenture; and
(aa) Each of the parties hereto agrees with respect to the Senior Non Preferred Debt Securities Indenture and the 2034 Fixed-to-Fixed Rate Notes, and each Holder of the 2034 Fixed-to-Fixed Rate Notes, by his or her acquisition of the 2034 Fixed-to-Fixed Rate Notes, will be deemed to have agreed to the submission to jurisdiction set forth in Section 1.15 of the Senior Non Preferred Debt Securities Indenture.
ARTICLE 3
ADDITIONAL TERMS APPLICABLE TO THE SENIOR NON PREFERRED NOTES
Section 3.01. Addition of Definitions with respect to the 2030 Fixed-to-Fixed Rate Notes. With respect to the 2030 Fixed-to-Fixed Rate Notes only, Section 1.01 of the Base Indenture is amended to include the following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):
“Additional Notes” shall have the meaning provided in Section 2.01(t) of this Second Supplemental Indenture.
“Comparable Treasury Issue” means, with respect to the Reset Period, the U.S. Treasury security or securities selected by the Company (and notified to the Calculation Agent) with a maturity date on or about the last day of the Reset Period, and that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of one year.
“Comparable Treasury Price” means, with respect to the Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations (as defined herein) for the Reset Date (calculated on the Reset Determination Date preceding the Reset Date), after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received, the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received, then such Reference Treasury Dealer Quotation as quoted in writing to the Company and the Calculation Agent by a Reference Treasury Dealer.
9
“H.15” means the daily statistical release designated as such and published by the Board of Governors of the United States Federal Reserve System under the caption “Treasury constant maturities,” or any successor or replacement publication as determined by the Company (and notified to the Calculation Agent) that establishes yield on actively traded U.S. Treasury securities adjusted to constant maturity, and “most recent H.15” means, in respect of the Reset Period, the H.15 which includes a yield to maturity for U.S. Treasury securities with a maturity of one year published closest in time but prior to the Reset Determination Date.
“Issue Date” means August 25, 2026, being the date of the initial issue of the 2030 Fixed-to-Fixed Rate Notes.
“Maturity Date” means August 25, 2030.
“Optional Redemption Date” means August 25, 2029.
“Reference Treasury Dealer” means each of up to five banks selected by the Company, or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars.
“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the Reset Date, the arithmetic average, as determined by the Calculation Agent, of the bid and offered prices for the applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, at 11:00 a.m. (New York City time), on the Reset Determination Date.
“Reset Date” means August 25, 2029.
“Reset Determination Date” means the second Business Day (as defined herein) preceding the Reset Date.
“Reset Period” means the period from (and including) the Reset Date to (but excluding) the Maturity Date.
“U.S. Treasury Rate” means, in relation to the Reset Date and the Reset Period commencing on the Reset Date, the rate per annum equal to: (1) the average of the yields on actively traded U.S. Treasury securities adjusted to constant maturity, for one-year maturities for the five (5) Business Days immediately prior to the Reset Determination Date, published in the most recent H.15, for the maturity of one year; or (2) if such release (or any successor release) is not published during the week immediately prior to the Reset Determination Date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Reset Date.
10
The U.S. Treasury Rate shall be determined by the Calculation Agent.
If the U.S. Treasury Rate cannot be determined, for whatever reason, as set forth under (1) or (2) above, “U.S. Treasury Rate” means the rate in percentage per annum as notified by the Calculation Agent to the Company equal to the yield on U.S. Treasury securities having a maturity of one year as set forth in the most recent H.15 (or any successor release to be determined by the Company and notified to the Calculation Agent) at 5:00 p.m. (New York City time) on the Reset Determination Date.
Section 3.02. Addition of Definitions with respect to the 2034 Fixed-to-Fixed Rate Notes. With respect to the 2034 Fixed-to-Fixed Rate Notes only, Section 1.01 of the Base Indenture is amended to include the following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):
“Additional Notes” shall have the meaning provided in Section 2.02(t) of this Second Supplemental Indenture.
“Comparable Treasury Issue” means, with respect to the Reset Period, the U.S. Treasury security or securities selected by the Company (and notified to the Calculation Agent) with a maturity date on or about the last day of the Reset Period, and that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of one year.
“Comparable Treasury Price” means, with respect to the Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations (as defined herein) for the Reset Date (calculated on the Reset Determination Date preceding the Reset Date), after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received, the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received, then such Reference Treasury Dealer Quotation as quoted in writing to the Company and the Calculation Agent by a Reference Treasury Dealer.
“H.15” means the daily statistical release designated as such and published by the Board of Governors of the United States Federal Reserve System under the caption “Treasury constant maturities,” or any successor or replacement publication as determined by the Company (and notified to the Calculation Agent) that establishes yield on actively traded U.S. Treasury securities adjusted to constant maturity, and “most recent H.15” means, in respect of the Reset Period, the H.15 which includes a yield to maturity for U.S. Treasury securities with a maturity of one year published closest in time but prior to the Reset Determination Date.
11
“Issue Date” means August 25, 2026, being the date of the initial issue of the 2034 Fixed-to-Fixed Rate Notes.
“Maturity Date” means August 25, 2034.
“Optional Redemption Date” means August 25, 2033.
“Reference Treasury Dealer” means each of up to five banks selected by the Company, or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars.
“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the Reset Date, the arithmetic average, as determined by the Calculation Agent, of the bid and offered prices for the applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, at 11:00 a.m. (New York City time), on the Reset Determination Date.
“Reset Date” means August 25, 2033.
“Reset Determination Date” means the second Business Day (as defined herein) preceding the Reset Date.
“Reset Period” means the period from (and including) the Reset Date to (but excluding) the Maturity Date.
“U.S. Treasury Rate” means, in relation to the Reset Date and the Reset Period commencing on the Reset Date, the rate per annum equal to: (1) the average of the yields on actively traded U.S. Treasury securities adjusted to constant maturity, for one-year maturities for the five (5) Business Days immediately prior to the Reset Determination Date, published in the most recent H.15, for the maturity of one year; or (2) if such release (or any successor release) is not published during the week immediately prior to the Reset Determination Date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Reset Date.
The U.S. Treasury Rate shall be determined by the Calculation Agent.
If the U.S. Treasury Rate cannot be determined, for whatever reason, as set forth under (1) or (2) above, “U.S. Treasury Rate” means the rate in percentage per annum as notified by the Calculation Agent to the Company equal to the yield on U.S. Treasury securities having a maturity of one year as set forth in the most recent H.15 (or any successor release to be determined by the Company and notified to the Calculation Agent) at 5:00 p.m. (New York City time) on the Reset Determination Date.
12
Section 3.04. Replacement of Provisions with Respect to Optional Early Redemption (Call). With respect to the Senior Non Preferred Notes only, Section 11.10 of the Base Indenture is hereby replaced with the following:
Section 11.10. Optional Early Redemption (Call). The Company may redeem the Senior Non Preferred Notes of any series, at its option, in whole, but not in part, respectively, on the applicable Optional Redemption Date (as defined herein), in each case at their respective principal amount (the “Early Redemption Amount (Call)”), together with any accrued and unpaid interest thereon to (but excluding) the applicable Optional Redemption Date. The Company shall give no less than five (5) nor more than 30 days’ notice to the holders of the Senior Non Preferred Notes in accordance with Section 11.04 (which notice shall be irrevocable and shall specify the date for redemption) and a concurrent copy thereof to the Trustee.
Redemption at the option of the Company pursuant to this Section 11.10 shall take place in accordance with Applicable Banking Regulations in force at the relevant time and will be subject to the Company obtaining the prior Supervisory Permission therefor, as required.
Section 3.05. Payment. Notwithstanding Section 3.07 of the Base Indenture, payments of interest, if any, and any Additional Amounts on the Senior Non Preferred Notes may be made by wire transfer of immediately available funds.
Section 3.06. Deletion of Provisions with Respect to Selection by the Trustee of Senior Non Preferred Debt Securities to Be Redeemed. With respect to the Senior Non Preferred Notes, the first paragraph of Section 11.03 of the Base Indenture is deleted in its entirety.
ARTICLE 4
MISCELLANEOUS
Section 4.01. Effect of Supplemental Indenture. Upon the execution and delivery of this Second Supplemental Indenture by each of the Company and the Trustee, the Base Indenture shall be supplemented in accordance herewith, and this Second Supplemental Indenture shall form a part of the Base Indenture for all purposes in respect of the Senior Non Preferred Notes or otherwise as applicable.
Section 4.02. Confirmation of Indenture. The Base Indenture, as amended and supplemented by this Second Supplemental Indenture with respect to the Senior Non Preferred Notes or otherwise as applicable, is in all respects ratified and confirmed, and the Base Indenture, this Second Supplemental Indenture and all other indentures supplemental thereto shall, in respect of the Senior Non Preferred Notes or otherwise as applicable, be read, taken and construed as one and the same instrument. This Second Supplemental Indenture constitutes an integral part of the Senior Non Preferred Debt Securities Indenture and, where applicable, with respect to the Senior Non Preferred Notes. In the event of a conflict between the terms and conditions of the Base Indenture and the terms and conditions of this Second Supplemental Indenture, the terms and conditions of this Second Supplemental Indenture shall prevail where applicable.
13
Section 4.03. Concerning the Trustee. The Trustee does not make any representations as to the validity, sufficiency or adequacy of this Second Supplemental Indenture or the Senior Non Preferred Notes. The recitals and statements herein and in the Senior Non Preferred Notes are deemed to be those of the Company and not the Trustee. In entering into this Second Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Base Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.
Section 4.04. Governing Law. The Senior Non Preferred Debt Securities Indenture and the Senior Non Preferred Notes shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to the choice of law provisions), except for Section 12.01 of the Senior Non Preferred Debt Securities Indenture, Section 2.01(r) and Section 2.02(r) of this Second Supplemental Indenture and the status provisions of the Senior Non Preferred Notes, which shall be governed by and construed in accordance with the laws of the Kingdom of Spain, and except that the authorization and execution of the Senior Non Preferred Debt Securities Indenture and the Senior Non Preferred Notes shall be governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions of organization of the Company, the Trustee and the Senior Non Preferred Debt Securities Registrar, as the case may be.
Section 4.05. Separability. In case any provision contained in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 4.06. Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile, email or other electronic format (e.g., PDF, “tif” or “jpg”) transmission and other electronically imaged signatures (including, without limitation, DocuSign and AdobeSign) shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, email or other electronic format (e.g., PDF, “tif” or “jpg”) shall be deemed to be their original signatures for all purposes. This Second Supplemental Indenture and any indenture supplemental hereto and any other document, certificate or opinion delivered in connection with this Second Supplemental Indenture, such supplemental indenture or the issuance and delivery of the Senior Non Preferred Debt Securities may be signed by or on behalf of the Company and the Trustee by manual, facsimile or pdf or other electronically imaged signature (including, without limitation, DocuSign and AdobeSign).
14
Section 4.07. Electronic Means. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Second Supplemental Indenture and related financing documents and delivered using email, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder (collectively, the “Electronic Means”); provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
Section 4.08. Recognition of Bail-In. Notwithstanding and to the exclusion of any other term of this Second Supplemental Indenture or any other agreements, arrangements, or understanding between the Senior Non Preferred Debt Securities Registrar and the Company or any Holder, the Company and each Holder acknowledges and accepts that a BRRD Liability arising under this Second Supplemental Indenture may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:
15
(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the Senior Non Preferred Debt Securities Registrar to the Company or to any Holder under this Second Supplemental Indenture, that (without limitation) may include and result in any of the following, or some combination thereof:
(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Senior Non Preferred Debt Securities Registrar or another person, and the issue to or conferral on the Company or on any Holder of such shares, securities or obligations;
(iii) the cancellation of the BRRD Liability;
(iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;
(b) the variation of the terms of this Second Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority in respect of the Senior Non Preferred Debt Securities Registrar.
Solely as used in this Section 4.08:
“Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.
“Bail-in Powers” means any Write-down and Conversion Powers (as defined in the EU Bail-in Legislation Schedule), in relation to the relevant Bail-in Legislation.
“BRRD” means Directive 2014/59/EU of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended or replaced from time to time.
“BRRD Liability” means a liability in respect of which the relevant Write-down and Conversion Powers (as defined in the EU Bail-in Legislation Schedule) in the applicable Bail-in Legislation may be exercised.
“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.
“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Senior Non Preferred Debt Securities Registrar.
16
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.
| BANCO SANTANDER, S.A., as Issuer | ||
| By: | /s/ Juan Urigoen Irusta | |
| Name: Juan Urigoen Irusta | ||
| Title: Authorized Signatory | ||
| THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee, Calculation Agent and Principal Paying Agent | ||
| By: | /s/ Nathan Hodd | |
| Name: Nathan Hodd | ||
| Title: Authorised Signatory | ||
[Signature Page to Second Supplemental Indenture]
| THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH, as Senior Non Preferred Debt Securities Registrar | ||
| By: | /s/ Nathan Hodd | |
| Name: Nathan Hodd | ||
| Title: Authorised Signatory | ||
[Signature Page to Second Supplemental Indenture]
EXHIBIT A
FORM OF GLOBAL NOTE
THIS NOTE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY AS THE DEPOSITARY (AS DEFINED IN THE SENIOR NON PREFERRED DEBT SECURITIES INDENTURE GOVERNING THIS NOTE), OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE BASE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.05 OF THE BASE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.09 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR 2030 FIXED-TO-FIXED RATE NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE RANKING OF THIS NOTE IS SET FORTH IN SECTION 12.01 OF THE SENIOR NON PREFERRED DEBT SECURITIES INDENTURE, AND SECTION 2.01(r) OF THE SECOND SUPPLEMENTAL INDENTURE, AND THIS NOTE IS ISSUED SUBJECT TO THE PROVISIONS OF SUCH SECTIONS 12.01 AND 2.01(r), RESPECTIVELY, AND THE HOLDER OF THIS NOTE, BY ACCEPTING THE SAME, AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS. THE PROVISIONS OF SECTION 12.01 OF THE SENIOR NON PREFERRED DEBT SECURITIES INDENTURE, SECTION 2.01(r) OF THE SECOND SUPPLEMENTAL INDENTURE AND THE TERMS OF THIS PARAGRAPH ARE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE KINGDOM OF SPAIN.
CUSIP No. 05971KAZ2
ISIN No. US05971KAZ21
SERIES SNP-273 SENIOR NON PREFERRED FIXED-TO-FIXED RATE NOTES DUE 2030
(THE “2030 FIXED-TO-FIXED RATE NOTES”)
Issued by
BANCO SANTANDER, S.A.
| No. | $ |
BANCO SANTANDER, S.A., a sociedad anónima, incorporated under the laws of the Kingdom of Spain (herein called the “Company,” which term includes any successor person under the Senior Non Preferred Debt Securities Indenture (as defined on the reverse hereof)), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $ ( dollars) on August 25, 2030 (the “Maturity Date”) or on such earlier date as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon semi-annually in arrears on February 25 and August 25 of each year (each, an “Interest Payment Date”), commencing on February 25, 2027, and ending on the Maturity Date or any date of earlier redemption. Interest so payable on any Interest Payment Date shall be paid to the Holder in whose name this Note is registered on the 15th calendar day immediately preceding the relevant Interest Payment Date, whether or not such day is a Business Day, as defined in the Senior Non Preferred Debt Securities Indenture (each a “Regular Record Date”).
From (and including) the date of issuance to (but excluding) August 25, 2029 (the “Reset Date”), interest will accrue on the 2030 Fixed-to-Fixed Rate Notes at a fixed rate of 5.005% per annum. From (and including) the Reset Date to (but excluding) the Maturity Date (the “Reset Period”), interest will accrue on the 2030 Fixed-to-Fixed Rate Notes at a fixed rate equal to the applicable U.S. Treasury Rate (as defined herein) as of the second Business Day (as defined herein) preceding the Reset Date (the “Reset Determination Date”), plus 0.750% per annum.
Payments of interest on this Note shall be computed on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, the actual number of days elapsed in such month.
A-2
Payment of the principal amount of and any interest on, this Note will be made by wire transfer of immediately available funds in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Such payment shall be made to the Holder including through a paying agent of the Company for collection by the Holder. If the date for payment of the principal amount hereof or interest thereon is not a Business Day, then (subject as provided in the Senior Non Preferred Debt Securities Indenture) such payment shall be made on the next succeeding Business Day with the same force and effect as if made on such date for payment, provided that no interest shall accrue on such payment for the period from and after such payment date.
The 2030 Fixed-to-Fixed Rate Notes are issuable in minimum denominations of $200,000 and integral multiples of $200,000 in excess thereof.
For informational purposes only, without any substantive effect whatsoever and solely in order to comply with Article 413(d) of the Spanish Companies Law (Ley de Sociedades de Capital), approved by Royal Decree 1/2010, of July 2, to the extent applicable, it is hereby noted that the initial aggregate principal amount of the 2030 Fixed-to-Fixed Rate Notes, i.e., US$1,000,000,000 was equivalent to approximately €863,781,636, at the Bloomberg reference exchange rate as of August 18, 2026 of €1.00 per US$1.1577 (EUR/USD). Amounts due on the Notes shall not under any circumstances whatsoever be payable in any currency other than U.S. Dollars.
Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner of such Note for the purpose of receiving payment of principal and interest, if any, on and any Additional Amounts with respect to such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual, PDF or other electronically imaged signature (including, without limitation, DocuSign and AdobeSign), this Note shall not be entitled to any benefit under the Senior Non Preferred Debt Securities Indenture or be valid or obligatory for any purpose.
Notwithstanding any other term of this Note or any other agreements, arrangements, or understandings between the Company and any Holder of the 2030 Fixed-to-Fixed Rate Notes, by its acquisition of this Note, each Holder (which includes each holder of a beneficial interest in this Note) acknowledges, accepts, consents to and agrees: (i) to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority, which may include and result in any of the following, or some combination thereof: the reduction of all, or a portion, of the Amounts Due on a permanent basis; the conversion of all, or a portion, of the Amounts Due into Common Equity Tier 1 Instruments, other securities or other obligations of the Company or another person (and the issue to the Holder of such Common Equity Tier 1 Instruments, securities or obligations), including by means of an amendment, modification or variation of the terms of the 2030 Fixed-to-Fixed Rate Notes, in which case the Holder agrees to accept in lieu of its rights under this Note, any such Common Equity Tier 1 Instruments, other securities or other
A-3
obligations of the Company or another person; the cancellation of this Note or Amounts Due; the amendment or alteration of the maturity of this Note or amendment of the interest payable on this Note, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and (ii) that the terms of this Note are subject to, and may be varied, if necessary, to give effect to, the exercise of the Bail-in Power by the Relevant Resolution Authority.
“Amounts Due” means the principal amount of, premium, if any, together with any accrued but unpaid interest, and Additional Amounts, if any, due on the 2030 Fixed-to-Fixed Rate 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.
“Bail-in Power” means any power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the Kingdom of Spain, relating to (i) the transposition of the BRRD, including its article 48 and, when applicable, its article 59 (therefore, the write-down capital conversion power at the point of non-viability) (including but not limited to, Law 11/2015, RD 1012/2015 and any other implementing regulations), (ii) the SRM Regulation and (iii) the instruments, rules or standards created thereunder, pursuant to which any obligation of a Regulated Entity (or an affiliate of such Regulated Entity) can be reduced, cancelled, suspended, modified, or converted into shares, other securities, or other obligations of such Regulated Entity (or affiliate of such Regulated Entity).
“BRRD” means Directive 2014/59/EU of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended or replaced from time to time.
“Business Day” means any day, other than Saturday or Sunday, that is not a legal holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in the City of New York or London nor a day when the T2 real-time gross settlement (RTGS) system, owned and operated by the Eurosystem, or any successor thereto, is closed for business.
“CET1 Capital” means at any time, the common equity tier 1 capital of the Company or the Group, respectively, as calculated in accordance with Chapter 2 (Common Equity Tier 1 Capital) of Title I (Elements of own funds) of Part Two (Own Funds and Eligible Liabilities) of the CRR and/or Applicable Banking Regulations (as each of such terms is defined in the Senior Non Preferred Debt Securities Indenture) at such time, including any applicable transitional, phasing in or similar provisions.
“Common Equity Tier 1 Instruments” means instruments qualifying as CET1 Capital.
“Law 11/2015” means Law 11/2015 of 18 June, on recovery and resolution of credit institutions and investment firms (Ley 11/2015, de 18 de junio, de recuperación y resolución de entidades de crédito y empresas de servicios de inversión), as amended or replaced from time to time.
A-4
“RD 1012/2015” means Royal Decree 1012/2015, of 6 November, developing Law 11/2015, of 18 June, on the recovery and resolution of credit institutions and investment firms (Real Decreto 1012/2015, de 6 de noviembre, por el que se desarrolla la Ley 11/2015, de 18 de junio, de recuperación y resolución de entidades de crédito y empresas de servicios de inversión), as amended or replaced from time to time.
“Regulated Entity” means any entity to which BRRD, as implemented in the Kingdom of Spain (including but not limited to, Law 11/2015, RD 1012/2015 and any other implementing regulations), or any other Spanish law relating to the Bail-in Power, applies, which includes certain credit institutions, investment firms, and certain of their parent or holding companies.
“Relevant Resolution Authority” means the Spanish Fund for the Orderly Restructuring of Banks, the Bank of Spain, the European Single Resolution Board, 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.
“SRM Regulation” means 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 a Single Resolution Mechanism and a Single Resolution Fund, as amended or replaced from time to time.
The public deed of issuance (escritura de emisión) related to the 2030 Fixed-to-Fixed Rate Notes represented hereby was executed on August 24, 2026 before the Notary Public of Madrid, Mr. Miguel Ruiz-Gallardón García de la Rasilla, with the number 4,938 of his records.
A-5
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
Dated: August , 2026
| BANCO SANTANDER, S.A., as Issuer | ||
| By: |
| |
| Name: | ||
| Title: | ||
[Global Note Signature Page]
A-6
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Non Preferred Debt Securities of the series designated herein referred to in the within-mentioned Senior Non Preferred Debt Securities Indenture.
Dated: August , 2026
| THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee | ||
| By: |
| |
| Name: | ||
| Title: | ||
[Global Note Signature Page]
A-7
[REVERSE OF SECURITY]
This Note is one of a duly authorized issue of securities of the Company of the series designated Series SNP-273 Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030 (herein called the “2030 Fixed-to-Fixed Rate Notes”) issued and to be issued in one or more series under a Senior Non Preferred Debt Securities Indenture, dated as of April 15, 2026 (the “Base Indenture”), between the Company, as issuer, and The Bank of New York Mellon, London Branch, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Base Indenture), as amended and supplemented by the Second Supplemental Indenture, dated as of August 25, 2026, among the Company, The Bank of New York Mellon, London Branch, as Trustee, Calculation Agent and Principal Paying Agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Senior Non Preferred Debt Securities Registrar (the “Second Supplemental Indenture” and, the Base Indenture, as amended and supplemented by the Second Supplemental Indenture, the “Senior Non Preferred Debt Securities Indenture”) to which Senior Non Preferred Debt Securities Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company and the Trustee and the Holders of the 2030 Fixed-to-Fixed Rate Notes and of the terms upon which the 2030 Fixed-to-Fixed Rate Notes are, and are to be, authenticated and delivered. Capitalized terms used herein are used as defined in the Senior Non Preferred Debt Securities Indenture unless otherwise indicated. The terms of the 2030 Fixed-to-Fixed Rate Notes include those stated in the Senior Non Preferred Debt Securities Indenture. The 2030 Fixed-to-Fixed Rate Notes are subject to all such terms, and Holders are referred to the Senior Non Preferred Debt Securities Indenture for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Senior Non Preferred Debt Securities Indenture, the terms of the Senior Non Preferred Debt Securities Indenture will control.
This Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to $1,000,000,000; provided, that the Company may, from time to time, without the consent of the Holders of the 2030 Fixed-to-Fixed Rate Notes, issue additional Senior Non Preferred Debt Securities under the Senior Non Preferred Debt Securities Indenture, having the same ranking and same interest rate, maturity, redemption terms and other terms, except for the price to the public, original interest accrual date, issue date and first interest payment date, as the 2030 Fixed-to-Fixed Rate Notes; provided, however, that such additional 2030 Fixed-to-Fixed Rate Notes will not have the same CUSIP, ISIN or other identifying number as the Outstanding 2030 Fixed-to-Fixed Rate Notes unless the additional 2030 Fixed-to-Fixed Rate Notes are fungible with the 2030 Fixed-to-Fixed Rate Notes for U.S. federal income tax purposes. Any such additional 2030 Fixed-to-Fixed Rate Notes, together with the 2030 Fixed-to-Fixed Rate Notes, will constitute a single series of 2030 Fixed-to-Fixed Rate Notes under the Senior Non Preferred Debt Securities Indenture and shall be included in the definition of “Senior Non Preferred Debt Securities” in the Base Indenture where the context requires.
The payment obligations of the Company in respect of principal under the 2030 Fixed-to-Fixed Rate Notes constitute direct, unconditional, unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of the Company and, in accordance with Additional Provision 14.2 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 the
A-8
Company, such payment obligations rank (i) pari passu among themselves and with any other Senior Non Preferred Liabilities, (ii) junior to the Senior Higher Priority Liabilities (and, accordingly, upon the insolvency of the Company, the payment obligations of the Company in respect of principal under the 2030 Fixed-to-Fixed Rate 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 the Company in accordance with Article 281 of the Spanish Insolvency Law.
Claims of Holders of 2030 Fixed-to-Fixed Rate Notes in respect of interest accrued but unpaid as of the commencement of any insolvency procedure in respect of the Company shall constitute subordinated claims (créditos subordinados) against the Company ranking in accordance with the provisions of Article 281.1.3º of the Spanish Insolvency Law, and no further interest shall accrue from the date of the declaration of insolvency of the Company.
The obligations of the Company under the 2030 Fixed-to-Fixed Rate 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 (Ley 11/2015, de 18 de junio, de recuperación y resolución de entidades de crédito y empresas de servicios de inversión), as amended or replaced from time to time.
“Senior Higher Priority Liabilities” means the unsubordinated and unsecured obligations (créditos ordinarios) of the Company, 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 the Company under Additional Provision 14.2 of Law 11/2015 (including the 2030 Fixed-to-Fixed Rate 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.
“Spanish Insolvency Law” means the restated text of the Spanish Insolvency Law (Ley Concursal) approved by the Royal Decree-Legislative 1/2020, of 5 May, as amended or replaced from time to time.
The provisions of Section 12.01 of the Senior Non Preferred Debt Securities Indenture, and Section 2.01(r) of the Second Supplemental Indenture shall apply only to rights or claims payable with respect to the 2030 Fixed-to-Fixed Rate Notes and nothing herein shall affect or prejudice the payment of the costs, charges, expenses, liabilities, indemnity or remuneration of the Trustee, the first lien rights of the Trustee under Section 6.08 of the Base Indenture, or the rights and remedies of the Trustee in respect thereof.
The Company agrees with respect to the 2030 Fixed-to-Fixed Rate Notes and each Holder of the 2030 Fixed-to-Fixed Rate Notes, by his or her acquisition of the 2030 Fixed-to-Fixed Rate 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 2030 Fixed-to-Fixed Rate Notes. In addition, each Holder of the
A-9
2030 Fixed-to-Fixed Rate Notes by his or her acquisition of such 2030 Fixed-to-Fixed Rate 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 2030 Fixed-to-Fixed Rate Notes as provided in the Senior Non Preferred Debt Securities Indenture, and as summarized herein and appoints the Trustee as his or her attorney-in-fact for any and all such purposes.
Notwithstanding any other term of this Note or any other agreements, arrangements, or understandings between the Company and any Holder of the 2030 Fixed-to-Fixed Rate Notes, by its acquisition of this Note, each Holder (which includes each holder of a beneficial interest in this Note) acknowledges, accepts, consents to and agrees: (i) to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority, which may include and result in any of the following, or some combination thereof: the reduction of all, or a portion, of the Amounts Due on a permanent basis; the conversion of all, or a portion, of the Amounts Due into Common Equity Tier 1 Instruments, other securities or other obligations of the Company or another person (and the issue to the Holder of such Common Equity Tier 1 Instruments, securities or obligations), including by means of an amendment, modification or variation of the terms of the 2030 Fixed-to-Fixed Rate Notes, in which case the Holder agrees to accept in lieu of its rights under this Note, any such Common Equity Tier 1 Instruments, other securities or other obligations of the Company or another person; the cancellation of this Note or Amounts Due; the amendment or alteration of the maturity of this Note or amendment of the interest payable on this Note, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and (ii) that the terms of this Note are subject to, and may be varied, if necessary, to give effect to, the exercise of the Bail-in Power by the Relevant Resolution Authority.
“Amounts Due” means the principal amount of, premium, if any, together with any accrued but unpaid interest, and Additional Amounts, if any, due on the 2030 Fixed-to-Fixed Rate 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.
“Bail-in Power” means any power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the Kingdom of Spain, relating to (i) the transposition of the BRRD, including its article 48 and, when applicable, its article 59 (therefore, the write-down capital conversion power at the point of non-viability) (including but not limited to, Law 11/2015, RD 1012/2015 and any other implementing regulations), (ii) the SRM Regulation and (iii) the instruments, rules or standards created thereunder, pursuant to which any obligation of a Regulated Entity (or an affiliate of such Regulated Entity) can be reduced, cancelled, suspended, modified, or converted into shares, other securities, or other obligations of such Regulated Entity (or affiliate of such Regulated Entity).
“BRRD” means Directive 2014/59/EU of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended or replaced from time to time.
A-10
“CET1 Capital” means at any time, the common equity tier 1 capital of the Company or the Group, respectively, as calculated in accordance with Chapter 2 (Common Equity Tier 1 Capital) of Title I (Elements of own funds) of Part Two (Own Funds and Eligible Liabilities) of the CRR and/or Applicable Banking Regulations (as each of such terms is defined in the Senior Non Preferred Debt Securities Indenture) at such time, including any applicable transitional, phasing in or similar provisions.
“Common Equity Tier 1 Instruments” means instruments qualifying as CET1 Capital.
“RD 1012/2015” means Royal Decree 1012/2015, of 6 November, developing Law 11/2015, of 18 June, on the recovery and resolution of credit institutions and investment firms (Real Decreto 1012/2015, de 6 de noviembre, por el que se desarrolla la Ley 11/2015, de 18 de junio, de recuperación y resolución de entidades de crédito y empresas de servicios de inversión), as amended or replaced from time to time.
“Regulated Entity” means any entity to which BRRD, as implemented in the Kingdom of Spain (including but not limited to, Law 11/2015, RD 1012/2015 and any other implementing regulations), or any other Spanish law relating to the Bail-in Power, applies, which includes certain credit institutions, investment firms, and certain of their parent or holding companies.
“Relevant Resolution Authority” means the Spanish Fund for the Orderly Restructuring of Banks, the Bank of Spain, the European Single Resolution Board, 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.
“SRM Regulation” means 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 a Single Resolution Mechanism and a Single Resolution Fund, as amended or replaced from time to time.
The exercise of the Bail-in Power by the Relevant Resolution Authority with respect to the 2030 Fixed-to-Fixed Rate Notes shall not constitute an Event of Default and the terms and conditions of the 2030 Fixed-to-Fixed Rate Notes shall continue to apply in relation to the residual principal amount of, or outstanding amount payable with respect to, the 2030 Fixed-to-Fixed Rate Notes subject to any modification of the amount of distributions payable to reflect the reduction of the principal amount, and any further modification of the terms that the Relevant Resolution Authority may decide in accordance with applicable laws and regulations relating to the resolution of credit institutions, investment firms and/or Group entities incorporated in the relevant member state.
No repayment or payment of the Amounts Due, if any, on the 2030 Fixed-to-Fixed Rate Notes, will become due and payable 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.
A-11
By its acquisition of this Note, each Holder of this Note, (which, for the purposes of this clause, includes each holder of a beneficial interest in this Note), to the extent permitted by the 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 this Note.
Additionally, by its acquisition of this Note, each Holder of this Note acknowledges and agrees that, upon the exercise of the Bail-in Power by the Relevant Resolution Authority:
(i) the Trustee will not be required to take any further directions from the Holders of the 2030 Fixed-to-Fixed Rate Notes with respect to any portion of the 2030 Fixed-to-Fixed Rate Notes that are written-down, converted to equity and/or cancelled under the Senior Non Preferred Debt Securities Indenture, which authorizes Holders of a majority in aggregate Outstanding principal amount of the 2030 Fixed-to-Fixed Rate Notes to direct certain actions relating to the 2030 Fixed-to-Fixed Rate Notes; and
(ii) the Senior Non Preferred Debt Securities Indenture will not impose any duties upon the Trustee whatsoever with respect to the exercise of the Bail-in Power by the Relevant Resolution Authority;
provided, however, that notwithstanding the exercise of the Bail-in Power by the Relevant Resolution Authority, so long as the 2030 Fixed-to-Fixed Rate Notes remain Outstanding, there will at all times be a Trustee for the 2030 Fixed-to-Fixed Rate Notes in accordance with the Senior Non Preferred Debt Securities Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor Trustee will continue to be governed by the Senior Non Preferred Debt Securities Indenture, including to the extent no additional supplemental indenture or amendment is agreed upon in the event the 2030 Fixed-to-Fixed Rate Notes remain Outstanding following the completion of the exercise of the Bail-in Power.
By its acquisition of this Note, each Holder of this Note acknowledges and agrees that neither a cancellation or deemed cancellation of the principal or interest (in each case, in whole or in part), nor the exercise of the Bail-in Power by the Relevant Resolution Authority with respect to the 2030 Fixed-to-Fixed Rate Notes will give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act.
By its acquisition of this Note, each Holder (including each beneficial owner) of this Note shall be deemed to have authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds this Note to take any and all necessary action, if required, to implement the exercise of the Bail-in Power with respect to the 2030 Fixed-to-Fixed Rate Notes as it may be imposed, without any further action or direction on the part of such Holder.
Each Holder of this Note also acknowledges and agrees that the foregoing description of the Bail-in Power and its exercise is exhaustive on the matters described herein to the exclusion of any other agreements, arrangements or understandings relating to the application of any Bail-in Power to the 2030 Fixed-to-Fixed Rate Notes.
A-12
Additional terms of the 2030 Fixed-to-Fixed Rate Notes, including but not limited to events of default, remedies, payment of additional amounts in respect of withholding tax, substitution and variation of the 2030 Fixed-to-Fixed Rate Notes upon certain regulatory events, and amendment are set forth in the Senior Non Preferred Debt Securities Indenture.
The Senior Non Preferred Debt Securities Indenture and the 2030 Fixed-to-Fixed Rate Notes shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to the choice of law provisions), except for Section 12.01 of the Senior Non Preferred Debt Securities Indenture, Section 2.01(r) of the Second Supplemental Indenture and the status of the 2030 Fixed-to-Fixed Rate Notes, which shall be governed by and construed in accordance with the laws of The Kingdom of Spain, and except that the authorization and execution by the Company of the Senior Non Preferred Debt Securities Indenture and the 2030 Fixed-to-Fixed Rate Notes shall be governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions of organization of the Company and the Trustee, as the case may be.
The 2030 Fixed-to-Fixed Rate Notes and this Note have been issued in the State of New York.
By its acquisition of this Note, each Holder of this Note will be deemed to have agreed to the submission to jurisdiction set forth in Section 1.15 of the Senior Non Preferred Debt Securities Indenture.
Each Holder of this Note that acquires such 2030 Fixed-to-Fixed Rate Notes in the secondary market (including each beneficial owner) shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the Holders of the 2030 Fixed-to-Fixed Rate Notes that acquire the 2030 Fixed-to-Fixed Rate Notes upon their initial issuance, including, without limitation, with respect to the acknowledgment and agreement to be bound by and consent to the terms of the 2030 Fixed-to-Fixed Rate Notes, including in relation to the Bail-in Power.
A-13
EXHIBIT B
FORM OF GLOBAL NOTE
THIS NOTE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY AS THE DEPOSITARY (AS DEFINED IN THE SENIOR NON PREFERRED DEBT SECURITIES INDENTURE GOVERNING THIS NOTE), OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE BASE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.05 OF THE BASE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.09 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR 2034 FIXED-TO-FIXED RATE NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE RANKING OF THIS NOTE IS SET FORTH IN SECTION 12.01 OF THE SENIOR NON PREFERRED DEBT SECURITIES INDENTURE, AND SECTION 2.02(r) OF THE SECOND SUPPLEMENTAL INDENTURE, AND THIS NOTE IS ISSUED SUBJECT TO THE PROVISIONS OF SUCH SECTIONS 12.01 AND 2.02(r), RESPECTIVELY, AND THE HOLDER OF THIS NOTE, BY ACCEPTING THE SAME, AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS. THE PROVISIONS OF SECTION 12.01 OF THE SENIOR NON PREFERRED DEBT SECURITIES INDENTURE, SECTION 2.02(r) OF THE SECOND SUPPLEMENTAL INDENTURE AND THE TERMS OF THIS PARAGRAPH ARE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE KINGDOM OF SPAIN.
CUSIP No. 05971KBA6
ISIN No. US05971KBA60
SERIES SNP-274 SENIOR NON PREFERRED FIXED-TO-FIXED RATE NOTES DUE 2034
(THE “2034 FIXED-TO-FIXED RATE NOTES”)
Issued by
BANCO SANTANDER, S.A.
| No. | $ |
BANCO SANTANDER, S.A., a sociedad anónima, incorporated under the laws of the Kingdom of Spain (herein called the “Company,” which term includes any successor person under the Senior Non Preferred Debt Securities Indenture (as defined on the reverse hereof)), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $ ( dollars) on August 25, 2034 (the “Maturity Date”) or on such earlier date as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon semi-annually in arrears on February 25 and August 25 of each year (each, an “Interest Payment Date”), commencing on February 25, 2027, and ending on the Maturity Date or any date of earlier redemption. Interest so payable on any Interest Payment Date shall be paid to the Holder in whose name this Note is registered on the 15th calendar day immediately preceding the relevant Interest Payment Date, whether or not such day is a Business Day, as defined in the Senior Non Preferred Debt Securities Indenture (each a “Regular Record Date”).
From (and including) the date of issuance to (but excluding) August 25, 2033 (the “Reset Date”), interest will accrue on the 2034 Fixed-to-Fixed Rate Notes at a fixed rate of 5.624% per annum. From (and including) the Reset Date to (but excluding) the Maturity Date (the “Reset Period”), interest will accrue on the 2034 Fixed-to-Fixed Rate Notes at a fixed rate equal to the applicable U.S. Treasury Rate (as defined herein) as of the second Business Day (as defined herein) preceding the Reset Date (the “Reset Determination Date”), plus 1.100% per annum.
Payments of interest on this Note shall be computed on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, the actual number of days elapsed in such month.
B-2
Payment of the principal amount of and any interest on, this Note will be made by wire transfer of immediately available funds in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Such payment shall be made to the Holder including through a paying agent of the Company for collection by the Holder. If the date for payment of the principal amount hereof or interest thereon is not a Business Day, then (subject as provided in the Senior Non Preferred Debt Securities Indenture) such payment shall be made on the next succeeding Business Day with the same force and effect as if made on such date for payment, provided that no interest shall accrue on such payment for the period from and after such payment date.
The 2034 Fixed-to-Fixed Rate Notes are issuable in minimum denominations of $200,000 and integral multiples of $200,000 in excess thereof.
For informational purposes only, without any substantive effect whatsoever and solely in order to comply with Article 413(d) of the Spanish Companies Law (Ley de Sociedades de Capital), approved by Royal Decree 1/2010, of July 2, to the extent applicable, it is hereby noted that the initial aggregate principal amount of the 2034 Fixed-to-Fixed Rate Notes, i.e., US$1,000,000,000 was equivalent to approximately €863,781,636, at the Bloomberg reference exchange rate as of August 18, 2026 of €1.00 per US$1.1577 (EUR/USD). Amounts due on the Notes shall not under any circumstances whatsoever be payable in any currency other than U.S. Dollars.
Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner of such Note for the purpose of receiving payment of principal and interest, if any, on and any Additional Amounts with respect to such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual, PDF or other electronically imaged signature (including, without limitation, DocuSign and AdobeSign), this Note shall not be entitled to any benefit under the Senior Non Preferred Debt Securities Indenture or be valid or obligatory for any purpose.
Notwithstanding any other term of this Note or any other agreements, arrangements, or understandings between the Company and any Holder of the 2034 Fixed-to-Fixed Rate Notes, by its acquisition of this Note, each Holder (which includes each holder of a beneficial interest in this Note) acknowledges, accepts, consents to and agrees: (i) to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority, which may include and result in any of the following, or some combination thereof: the reduction of all, or a portion, of the Amounts Due on a permanent basis; the conversion of all, or a portion, of the Amounts Due into Common Equity Tier 1 Instruments, other securities or other obligations of the Company or another person (and the issue to the Holder of such Common Equity Tier 1 Instruments, securities or obligations), including by means of an amendment, modification or variation of the terms of the 2034 Fixed-to-Fixed Rate Notes, in which case the Holder agrees to accept in lieu of its rights under this Note, any such Common Equity Tier 1 Instruments, other securities or other
B-3
obligations of the Company or another person; the cancellation of this Note or Amounts Due; the amendment or alteration of the maturity of this Note or amendment of the interest payable on this Note, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and (ii) that the terms of this Note are subject to, and may be varied, if necessary, to give effect to, the exercise of the Bail-in Power by the Relevant Resolution Authority.
“Amounts Due” means the principal amount of, premium, if any, together with any accrued but unpaid interest, and Additional Amounts, if any, due on the 2034 Fixed-to-Fixed Rate 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.
“Bail-in Power” means any power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the Kingdom of Spain, relating to (i) the transposition of the BRRD, including its article 48 and, when applicable, its article 59 (therefore, the write-down capital conversion power at the point of non-viability) (including but not limited to, Law 11/2015, RD 1012/2015 and any other implementing regulations), (ii) the SRM Regulation and (iii) the instruments, rules or standards created thereunder, pursuant to which any obligation of a Regulated Entity (or an affiliate of such Regulated Entity) can be reduced, cancelled, suspended, modified, or converted into shares, other securities, or other obligations of such Regulated Entity (or affiliate of such Regulated Entity).
“BRRD” means Directive 2014/59/EU of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended or replaced from time to time.
“Business Day” means any day, other than Saturday or Sunday, that is not a legal holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in the City of New York or London nor a day when the T2 real-time gross settlement (RTGS) system, owned and operated by the Eurosystem, or any successor thereto, is closed for business.
“CET1 Capital” means at any time, the common equity tier 1 capital of the Company or the Group, respectively, as calculated in accordance with Chapter 2 (Common Equity Tier 1 Capital) of Title I (Elements of own funds) of Part Two (Own Funds and Eligible Liabilities) of the CRR and/or Applicable Banking Regulations (as each of such terms is defined in the Senior Non Preferred Debt Securities Indenture) at such time, including any applicable transitional, phasing in or similar provisions.
“Common Equity Tier 1 Instruments” means instruments qualifying as CET1 Capital.
“Law 11/2015” means Law 11/2015 of 18 June, on recovery and resolution of credit institutions and investment firms (Ley 11/2015, de 18 de junio, de recuperación y resolución de entidades de crédito y empresas de servicios de inversión), as amended or replaced from time to time.
B-4
“RD 1012/2015” means Royal Decree 1012/2015, of 6 November, developing Law 11/2015, of 18 June, on the recovery and resolution of credit institutions and investment firms (Real Decreto 1012/2015, de 6 de noviembre, por el que se desarrolla la Ley 11/2015, de 18 de junio, de recuperación y resolución de entidades de crédito y empresas de servicios de inversión), as amended or replaced from time to time.
“Regulated Entity” means any entity to which BRRD, as implemented in the Kingdom of Spain (including but not limited to, Law 11/2015, RD 1012/2015 and any other implementing regulations), or any other Spanish law relating to the Bail-in Power, applies, which includes certain credit institutions, investment firms, and certain of their parent or holding companies.
“Relevant Resolution Authority” means the Spanish Fund for the Orderly Restructuring of Banks, the Bank of Spain, the European Single Resolution Board, 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.
“SRM Regulation” means 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 a Single Resolution Mechanism and a Single Resolution Fund, as amended or replaced from time to time.
The public deed of issuance (escritura de emisión) related to the 2034 Fixed-to-Fixed Rate Notes represented hereby was executed on August 24, 2026 before the Notary Public of Madrid, Mr. Miguel Ruiz-Gallardón García de la Rasilla, with the number 4,938 of his records.
B-5
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
Dated: August , 2026
| BANCO SANTANDER, S.A., as Issuer | ||
| By: |
| |
| Name: | ||
| Title: | ||
[Global Note Signature Page]
B-6
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Non Preferred Debt Securities of the series designated herein referred to in the within-mentioned Senior Non Preferred Debt Securities Indenture.
Dated: August , 2026
| THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee | ||
| By: |
| |
| Name: | ||
| Title: | ||
[Global Note Signature Page]
B-7
[REVERSE OF SECURITY]
This Note is one of a duly authorized issue of securities of the Company of the series designated Series SNP-274 Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034 (herein called the “2034 Fixed-to-Fixed Rate Notes”) issued and to be issued in one or more series under a Senior Non Preferred Debt Securities Indenture, dated as of April 15, 2026 (the “Base Indenture”), between the Company, as issuer, and The Bank of New York Mellon, London Branch, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Base Indenture), as amended and supplemented by the Second Supplemental Indenture, dated as of August 25, 2026, among the Company, The Bank of New York Mellon, London Branch, as Trustee, Calculation Agent and Principal Paying Agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Senior Non Preferred Debt Securities Registrar (the “Second Supplemental Indenture” and, the Base Indenture, as amended and supplemented by the Second Supplemental Indenture, the “Senior Non Preferred Debt Securities Indenture”) to which Senior Non Preferred Debt Securities Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company and the Trustee and the Holders of the 2034 Fixed-to-Fixed Rate Notes and of the terms upon which the 2034 Fixed-to-Fixed Rate Notes are, and are to be, authenticated and delivered. Capitalized terms used herein are used as defined in the Senior Non Preferred Debt Securities Indenture unless otherwise indicated. The terms of the 2034 Fixed-to-Fixed Rate Notes include those stated in the Senior Non Preferred Debt Securities Indenture. The 2034 Fixed-to-Fixed Rate Notes are subject to all such terms, and Holders are referred to the Senior Non Preferred Debt Securities Indenture for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Senior Non Preferred Debt Securities Indenture, the terms of the Senior Non Preferred Debt Securities Indenture will control.
This Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to $1,000,000,000; provided, that the Company may, from time to time, without the consent of the Holders of the 2034 Fixed-to-Fixed Rate Notes, issue additional Senior Non Preferred Debt Securities under the Senior Non Preferred Debt Securities Indenture, having the same ranking and same interest rate, maturity, redemption terms and other terms, except for the price to the public, original interest accrual date, issue date and first interest payment date, as the 2034 Fixed-to-Fixed Rate Notes; provided, however, that such additional 2034 Fixed-to-Fixed Rate Notes will not have the same CUSIP, ISIN or other identifying number as the Outstanding 2034 Fixed-to-Fixed Rate Notes unless the additional 2034 Fixed-to-Fixed Rate Notes are fungible with the 2034 Fixed-to-Fixed Rate Notes for U.S. federal income tax purposes. Any such additional 2034 Fixed-to-Fixed Rate Notes, together with the 2034 Fixed-to-Fixed Rate Notes, will constitute a single series of 2034 Fixed-to-Fixed Rate Notes under the Senior Non Preferred Debt Securities Indenture and shall be included in the definition of “Senior Non Preferred Debt Securities” in the Base Indenture where the context requires.
The payment obligations of the Company in respect of principal under the 2034 Fixed-to-Fixed Rate Notes constitute direct, unconditional, unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of the Company and, in accordance with Additional Provision 14.2 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 the
B-8
Company, such payment obligations rank (i) pari passu among themselves and with any other Senior Non Preferred Liabilities, (ii) junior to the Senior Higher Priority Liabilities (and, accordingly, upon the insolvency of the Company, the payment obligations of the Company in respect of principal under the 2034 Fixed-to-Fixed Rate 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 the Company in accordance with Article 281 of the Spanish Insolvency Law.
Claims of Holders of 2034 Fixed-to-Fixed Rate Notes in respect of interest accrued but unpaid as of the commencement of any insolvency procedure in respect of the Company shall constitute subordinated claims (créditos subordinados) against the Company ranking in accordance with the provisions of Article 281.1.3º of the Spanish Insolvency Law, and no further interest shall accrue from the date of the declaration of insolvency of the Company.
The obligations of the Company under the 2034 Fixed-to-Fixed Rate 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 (Ley 11/2015, de 18 de junio, de recuperación y resolución de entidades de crédito y empresas de servicios de inversión), as amended or replaced from time to time.
“Senior Higher Priority Liabilities” means the unsubordinated and unsecured obligations (créditos ordinarios) of the Company, 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 the Company under Additional Provision 14.2 of Law 11/2015 (including the 2034 Fixed-to-Fixed Rate 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.
“Spanish Insolvency Law” means the restated text of the Spanish Insolvency Law (Ley Concursal) approved by the Royal Decree-Legislative 1/2020, of 5 May, as amended or replaced from time to time.
The provisions of Section 12.01 of the Senior Non Preferred Debt Securities Indenture, and Section 2.02(r) of the Second Supplemental Indenture shall apply only to rights or claims payable with respect to the 2034 Fixed-to-Fixed Rate Notes and nothing herein shall affect or prejudice the payment of the costs, charges, expenses, liabilities, indemnity or remuneration of the Trustee, the first lien rights of the Trustee under Section 6.08 of the Base Indenture, or the rights and remedies of the Trustee in respect thereof.
The Company agrees with respect to the 2034 Fixed-to-Fixed Rate Notes and each Holder of the 2034 Fixed-to-Fixed Rate Notes, by his or her acquisition of the 2034 Fixed-to-Fixed Rate 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 2034 Fixed-to-Fixed Rate Notes. In addition, each Holder of the 2034 Fixed-to-Fixed Rate Notes by his or her acquisition of such 2034 Fixed-to-Fixed Rate 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 2034 Fixed-to-Fixed Rate Notes as provided in the Senior Non Preferred Debt Securities Indenture, and as summarized herein and appoints the Trustee as his or her attorney-in-fact for any and all such purposes.
B-9
Notwithstanding any other term of this Note or any other agreements, arrangements, or understandings between the Company and any Holder of the 2034 Fixed-to-Fixed Rate Notes, by its acquisition of this Note, each Holder (which includes each holder of a beneficial interest in this Note) acknowledges, accepts, consents to and agrees: (i) to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority, which may include and result in any of the following, or some combination thereof: the reduction of all, or a portion, of the Amounts Due on a permanent basis; the conversion of all, or a portion, of the Amounts Due into Common Equity Tier 1 Instruments, other securities or other obligations of the Company or another person (and the issue to the Holder of such Common Equity Tier 1 Instruments, securities or obligations), including by means of an amendment, modification or variation of the terms of the 2034 Fixed-to-Fixed Rate Notes, in which case the Holder agrees to accept in lieu of its rights under this Note, any such Common Equity Tier 1 Instruments, other securities or other obligations of the Company or another person; the cancellation of this Note or Amounts Due; the amendment or alteration of the maturity of this Note or amendment of the interest payable on this Note, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and (ii) that the terms of this Note are subject to, and may be varied, if necessary, to give effect to, the exercise of the Bail-in Power by the Relevant Resolution Authority.
“Amounts Due” means the principal amount of, premium, if any, together with any accrued but unpaid interest, and Additional Amounts, if any, due on the 2034 Fixed-to-Fixed Rate 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.
“Bail-in Power” means any power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the Kingdom of Spain, relating to (i) the transposition of the BRRD, including its article 48 and, when applicable, its article 59 (therefore, the write-down capital conversion power at the point of non-viability) (including but not limited to, Law 11/2015, RD 1012/2015 and any other implementing regulations), (ii) the SRM Regulation and (iii) the instruments, rules or standards created thereunder, pursuant to which any obligation of a Regulated Entity (or an affiliate of such Regulated Entity) can be reduced, cancelled, suspended, modified, or converted into shares, other securities, or other obligations of such Regulated Entity (or affiliate of such Regulated Entity).
“BRRD” means Directive 2014/59/EU of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended or replaced from time to time.
B-10
“CET1 Capital” means at any time, the common equity tier 1 capital of the Company or the Group, respectively, as calculated in accordance with Chapter 2 (Common Equity Tier 1 Capital) of Title I (Elements of own funds) of Part Two (Own Funds and Eligible Liabilities) of the CRR and/or Applicable Banking Regulations (as each of such terms is defined in the Senior Non Preferred Debt Securities Indenture) at such time, including any applicable transitional, phasing in or similar provisions.
“Common Equity Tier 1 Instruments” means instruments qualifying as CET1 Capital.
“RD 1012/2015” means Royal Decree 1012/2015, of 6 November, developing Law 11/2015, of 18 June, on the recovery and resolution of credit institutions and investment firms (Real Decreto 1012/2015, de 6 de noviembre, por el que se desarrolla la Ley 11/2015, de 18 de junio, de recuperación y resolución de entidades de crédito y empresas de servicios de inversión), as amended or replaced from time to time.
“Regulated Entity” means any entity to which BRRD, as implemented in the Kingdom of Spain (including but not limited to, Law 11/2015, RD 1012/2015 and any other implementing regulations), or any other Spanish law relating to the Bail-in Power, applies, which includes certain credit institutions, investment firms, and certain of their parent or holding companies.
“Relevant Resolution Authority” means the Spanish Fund for the Orderly Restructuring of Banks, the Bank of Spain, the European Single Resolution Board, 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.
“SRM Regulation” means 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 a Single Resolution Mechanism and a Single Resolution Fund, as amended or replaced from time to time.
The exercise of the Bail-in Power by the Relevant Resolution Authority with respect to the 2034 Fixed-to-Fixed Rate Notes shall not constitute an Event of Default and the terms and conditions of the 2034 Fixed-to-Fixed Rate Notes shall continue to apply in relation to the residual principal amount of, or outstanding amount payable with respect to, the 2034 Fixed-to-Fixed Rate Notes subject to any modification of the amount of distributions payable to reflect the reduction of the principal amount, and any further modification of the terms that the Relevant Resolution Authority may decide in accordance with applicable laws and regulations relating to the resolution of credit institutions, investment firms and/or Group entities incorporated in the relevant member state.
No repayment or payment of the Amounts Due, if any, on the 2034 Fixed-to-Fixed Rate Notes, will become due and payable 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.
B-11
By its acquisition of this Note, each Holder of this Note, (which, for the purposes of this clause, includes each holder of a beneficial interest in this Note), to the extent permitted by the 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 this Note.
Additionally, by its acquisition of this Note, each Holder of this Note acknowledges and agrees that, upon the exercise of the Bail-in Power by the Relevant Resolution Authority:
(i) the Trustee will not be required to take any further directions from the Holders of the 2034 Fixed-to-Fixed Rate Notes with respect to any portion of the 2034 Fixed-to-Fixed Rate Notes that are written-down, converted to equity and/or cancelled under the Senior Non Preferred Debt Securities Indenture, which authorizes Holders of a majority in aggregate Outstanding principal amount of the 2034 Fixed-to-Fixed Rate Notes to direct certain actions relating to the 2034 Fixed-to-Fixed Rate Notes; and
(ii) the Senior Non Preferred Debt Securities Indenture will not impose any duties upon the Trustee whatsoever with respect to the exercise of the Bail-in Power by the Relevant Resolution Authority;
provided, however, that notwithstanding the exercise of the Bail-in Power by the Relevant Resolution Authority, so long as the 2034 Fixed-to-Fixed Rate Notes remain Outstanding, there will at all times be a Trustee for the 2034 Fixed-to-Fixed Rate Notes in accordance with the Senior Non Preferred Debt Securities Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor Trustee will continue to be governed by the Senior Non Preferred Debt Securities Indenture, including to the extent no additional supplemental indenture or amendment is agreed upon in the event the 2034 Fixed-to-Fixed Rate Notes remain Outstanding following the completion of the exercise of the Bail-in Power.
By its acquisition of this Note, each Holder of this Note acknowledges and agrees that neither a cancellation or deemed cancellation of the principal or interest (in each case, in whole or in part), nor the exercise of the Bail-in Power by the Relevant Resolution Authority with respect to the 2034 Fixed-to-Fixed Rate Notes will give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act.
By its acquisition of this Note, each Holder (including each beneficial owner) of this Note shall be deemed to have authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds this Note to take any and all necessary action, if required, to implement the exercise of the Bail-in Power with respect to the 2034 Fixed-to-Fixed Rate Notes as it may be imposed, without any further action or direction on the part of such Holder.
Each Holder of this Note also acknowledges and agrees that the foregoing description of the Bail-in Power and its exercise is exhaustive on the matters described herein to the exclusion of any other agreements, arrangements or understandings relating to the application of any Bail-in Power to the 2034 Fixed-to-Fixed Rate Notes.
B-12
Additional terms of the 2034 Fixed-to-Fixed Rate Notes, including but not limited to events of default, remedies, payment of additional amounts in respect of withholding tax, substitution and variation of the 2034 Fixed-to-Fixed Rate Notes upon certain regulatory events, and amendment are set forth in the Senior Non Preferred Debt Securities Indenture.
The Senior Non Preferred Debt Securities Indenture and the 2034 Fixed-to-Fixed Rate Notes shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to the choice of law provisions), except for Section 12.01 of the Senior Non Preferred Debt Securities Indenture, Section 2.02(r) of the Second Supplemental Indenture and the status of the 2034 Fixed-to-Fixed Rate Notes, which shall be governed by and construed in accordance with the laws of The Kingdom of Spain, and except that the authorization and execution by the Company of the Senior Non Preferred Debt Securities Indenture and the 2034 Fixed-to-Fixed Rate Notes shall be governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions of organization of the Company and the Trustee, as the case may be.
The 2034 Fixed-to-Fixed Rate Notes and this Note have been issued in the State of New York.
By its acquisition of this Note, each Holder of this Note will be deemed to have agreed to the submission to jurisdiction set forth in Section 1.15 of the Senior Non Preferred Debt Securities Indenture.
Each Holder of this Note that acquires such 2034 Fixed-to-Fixed Rate Notes in the secondary market (including each beneficial owner) shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the Holders of the 2034 Fixed-to-Fixed Rate Notes that acquire the 2034 Fixed-to-Fixed Rate Notes upon their initial issuance, including, without limitation, with respect to the acknowledgment and agreement to be bound by and consent to the terms of the 2034 Fixed-to-Fixed Rate Notes, including in relation to the Bail-in Power.
B-13
Exhibit 5.1
Tel. (d): +34 91 586 07 96
To the entities listed in Schedule 1 (the “Underwriters”)
Madrid, 25 August 2026
Dear Ladies and Gentlemen,
U.S.$1,000,000,000 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030 and U.S.$1,000,000,000 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034
We write to you as Spanish counsel to Banco Santander, S.A. (the “Bank”) for the purposes of, among others, issuing a legal opinion in connection with the issuance by the Bank of U.S.$1,000,000,000 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030 and U.S.$1,000,000,000 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034 (the “Notes”).
This legal opinion is issued pursuant to clause 5(d) of the Underwriting Agreement executed on 18 August 2026 (the “Underwriting Agreement”) by the Bank and Barclays Capital Inc., BMO Capital Markets Corp., Deutsche Bank Securities Inc., Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Standard Chartered Bank AG, Wells Fargo Securities, LLC and Santander US Capital Markets LLC.
Terms beginning with capital letters but not defined in this letter will have the meanings set out in the Underwriting Agreement.
| A. | Documents and information reviewed |
In arriving at our opinions, we have reviewed the documents and information listed in the Schedule 2 (the “Documents”).
| B. | Assumptions |
Our opinions are based on the following assumptions:
| (a) | All signatures, stamps and seals on the Documents are genuine. |
| (b) | The original Documents we have received are authentic and complete. Any copies we have received are complete and correspond to the originals. |
| (c) | The drafts of the Documents reviewed are the same as the Documents that were executed and approved. |
| (d) | All the parties to the Documents (other than the Bank) have been duly organised and validly exist under the laws of their respective countries of incorporation. |
1/15
| (e) | All the parties to the Documents (other than the Bank) have the corporate power to perform the transactions validly and effectively and be a party to the contracts contemplated under the Documents and the contracts have been signed by an individual or individuals who have sufficient capacity to validly and effectively bind the parties to the same and compliance with that established in the contracts is within the legal capacity of each of the parties thereto (other than the Bank). Each person who signed the Documents on behalf of the Bank had the legal capacity (capacidad de obrar) to do so at the time. |
| (f) | All the documents that should have been filed with the Commercial Registry of Santander by the Bank had been filed and registered on or before the date of our search, and subsequent to this no other documents that bear any relation to the opinions expressed in this legal opinion have been filed or registered. |
The content of the commercial registry excerpt issued by the Commercial Registry of Santander in relation to the Bank on 16 July 2026 and the information issued electronically by the website www.rmc.es and the website of the Insolvency Registry (www.publicidadconcursal.es) on the date of this legal opinion accurately reflect the registered information about the Bank.
The information held at the Commercial Registry is assumed to be correct and valid pursuant to article 7 of the Commercial Registry Rules (Reglamento del Registro Mercantil).
| (g) | The certificates of the corporate resolutions reviewed are true and accurate and correspond to resolutions that have been validly approved in duly convened, constituted and quorate meetings. |
| (h) | There are no contractual or other limitations that bind any of the parties to the Documents and that are included in any document that we have not reviewed but that could affect this opinion, nor are there any agreements between any of the parties to the Documents which fully or partially annul, modify or supersede the content of the Documents. |
There are no decisions or resolutions of the governing bodies of the Bank that revoke or amend the decisions and resolutions reviewed.
There are no factual circumstances that have not been disclosed to us and that could affect this legal opinion.
| (i) | The articles of association (estatutos sociales) of the Bank that we have reviewed are those in force on the date of this legal opinion. |
| (j) | The Transaction Documents and the Notes (including the Global Notes) governed by the laws of a jurisdiction other than Spain create legal, valid, binding and enforceable obligations for each party to the Transaction Documents and the Notes under such laws. |
| (k) | The obligations deriving from the Transaction Documents and the Notes (including the Global Notes) that must be complied with in a jurisdiction other than Spain, or that could be affected in any way by the laws of such other jurisdiction, will not be invalid or ineffective by virtue of the said laws, or contrary to its public policy. |
| (l) | The transactions described in, contemplated in, or financed under the Transaction Documents and the Notes are not contrary to the Bank’s corporate interest (interés social) and the Bank’s directors have not breached their duty of care (deberes de diligencia y lealtad) in relation to the transaction and the issue of the Notes is justified in the best corporate interest (interés social) of the Bank. |
2/15
| (m) | (i) The centre of main interests of the Bank is located in Spain; (ii) the Bank is not unable to pay its debts as per article 2 of the Insolvency Law (Ley Concursal), which restated text was approved by Royal Legislative Decree 1/2020, of 5 May, (the “Insolvency Law”); (iii) the Bank will not be unable to pay its debts as per article 2 of the Insolvency Law as a consequence of performing its obligations under the Transaction Documents and the Notes; (iv) no petition for insolvency (concurso) has been filed in relation to the Bank; (v) no insolvency, administrative receiver or the like have been appointed, or their appointment sought, to oversee any of the assets of the Bank; (vi) the Bank does not fall under any ground for winding-up as set out in article 363 of the Spanish Companies Law (Ley de Sociedades de Capital), which restated text was approved by Royal Legislative Decree 1/2010, of 2 July; and (vii) the Bank is not in a situation that could determine the application of early intervention or resolution measures pursuant to Law 11/2015, of 18 June, for the recovery and resolution of credit institutions and investment firms (Ley 11/2015, de 18 de junio, de recuperación y resolución de entidades de crédito y empresas de servicios de inversión). |
| (n) | The Global Notes have been issued, authenticated and deposited in the State of New York. |
| (o) | The Notes will be admitted to trading on the New York Stock Exchange LLC prior to the first interest payment date and will not be admitted to trading on any Spanish market. |
| (p) | The Notes will not be offered, distributed or sold in Spain in any manner that is inconsistent with the Prospectus. |
| (q) | The Notes will be originally registered with a clearing and settlement system located outside Spain that is recognized by Spanish law or by the law of another OECD country. |
| (r) | The Notes qualify as debt instruments pursuant to the applicable Spanish accounting rules and regulations. |
| (s) | The Notes will comply with all the requirements set out in paragraph 6 of the First Additional Provision of Law 10/2014, of 26 June, on the regulation, supervision and solvency of credit institutions (Ley 10/2014, de 26 de junio, de ordenación, supervisión y solvencia de entidades de crédito), as amended (“Law 10/2014”). These requirements are set out in Schedule 3 to this legal opinion. |
| (t) | The Underwriters are not resident in a country or territory which qualifies as a non-cooperative jurisdiction for Spanish tax purposes (in the terms of the First Additional Provision of Law 36/2006, of 29 November, on prevention measures and actions against tax fraud, as amended through Law 11/2021, of 9 July, and as amended, complemented and restated from time to time, currently pursuant to the Order HFP/115/2023, of 9 February 2023, as modified by Order HAC 649/2026, of 21 June). |
| (u) | The Underwriters are (i) resident for tax purposes in the United States of America; (ii) resident for tax purposes in Germany; or (iii) resident for tax purposes in Singapore. |
Where we have not independently verified facts material to the opinions, we have examined and relied on certificates issued by duly authorised representatives of the Bank.
| C. | Opinion |
We do not represent ourselves to be familiar with the laws of any jurisdiction other than Spain as they stand at present and therefore express no opinion on matters arising under any laws other than the laws of Spain currently in force. This legal opinion is issued on the basis that all related matters will be governed by, and construed in accordance with, Spanish law, and that all matters between the addressees of this legal opinion and ourselves (in particular, those regarding interpretation) will be brought before the Spanish courts.
3/15
Our involvement in the transaction described has been limited to our role as Spanish counsel to the Bank, and we therefore assume no obligation to advise any other party to the transaction. Furthermore, we assume no obligation to advise the Bank or any other party of any changes to the law or facts that may occur after today’s date, regardless of whether they affect the legal analysis or conclusions in this legal opinion.
Legal concepts are expressed in some of the documents in English terms and may not be identical or equivalent to the Spanish legal terms used.
Based on the above, and subject to the additional exceptions, limitations and qualifications set out below, it is our opinion that:
| 1. | Valid existence |
The Bank was duly incorporated and validly exists as a “sociedad anónima” under the laws of Spain.
| 2. | Declaration of insolvency |
According to the information obtained from the Commercial Registry on 16 July 2026 and the search at the Insolvency Registry (Registro Público Concursal, www.publicidadconcursal.es), regulated by articles 560 et seq. of the Insolvency Law, which we carried out on the date hereof, the Bank has not been declared insolvent.
| 3. | Corporate power |
| 3.1. | The Bank has the corporate power to carry out its object (including the capacity to dispose of and encumber its assets); and to be a party to the Transaction Documents and to perform the obligations deriving from the same. |
| 3.2. | The Bank has the required corporate power to issue the Notes and perform the obligations deriving from the same. |
| 4. | Corporate approvals |
| 4.1. | The execution, delivery and performance of the Transaction Documents have been duly authorised by all the necessary corporate actions of the Bank. Such execution, delivery and performance do not infringe any mandatory provision of Spanish law (legislación española de carácter imperativo) binding on the Bank. |
| 4.2. | Each of the individuals who signed the Transaction Documents in the name and on behalf of the Bank was duly empowered to act in the name and on behalf of the Bank at that time. |
| 4.3. | The issuance of the Notes has been duly authorised by all the necessary corporate actions of the Bank and, when the Notes are paid for in accordance with the Senior Non Preferred Debt Indenture, will be validly issued insofar as Spanish law applies. |
| 4.4. | The Bank has duly authorized, executed and delivered each of the Transaction Documents to which it is a party. |
| 5. | Valid obligations |
Insofar as Spanish law applies, the provisions of the Senior Non Preferred Debt Indenture expressly governed by Spanish law will constitute legal, valid and binding obligations of the Bank.
4/15
| 6. | Licenses and conflicts |
| 6.1. | The execution, delivery and performance of the Transaction Documents, including the issue of the Notes, and the consummation and performance of the transactions contemplated therein, do not require any consent, approval, license, authorization, or registration from any Spanish governmental authority, except for the following: (i) the granting before a notary public of the Notarial Deed of Issuance, which has already taken place, (ii) the filing with the competent Spanish tax authorities as tax exempt of Capital Tax (Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados, en su modalidad de Operaciones Societarias) and registration with the Commercial Registry of Santander of the Notarial Deed of Issuance, which will take place after the Closing Date, and (iii) the granting before a notary public, filing with the competent Spanish tax authorities as tax exempt of Capital Tax and registration with the Commercial Registry of Santander of the notarial acknowledgement of disbursement of the Notes (acta notarial de desembolso), which will take place after the Closing Date. |
| 6.2. | The execution, delivery and performance of the Transaction Documents, including the issue of the Notes, and the consummation and performance of the transactions contemplated therein do not entail a breach of the articles of association (estatutos sociales) of the Bank. |
| 7. | Choice of governing law |
The choice of the law of the State of New York as the governing law of the Transaction Documents and the terms and conditions of the Notes is valid and should be recognized by the Spanish courts in accordance with the terms of Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (“Rome I”).
Effect being given to this choice of law in court is subject to the law of the State of New York being evidenced to the Spanish courts pursuant to article 281 of Law 1/2000, of 7 January, on the Spanish Civil Procedure Law and taking into account the contents of article 33 of Law 29/2015, of 30 July, on international cooperation in civil matters (“Law 29/2015”).
| 8. | Non-exclusive jurisdiction clause |
Non-exclusive jurisdiction clauses such as clause 13 of the Underwriting Agreement and clause 1.15 of the Senior Non Preferred Debt Indenture should be deemed valid by Spanish courts. That said, we are not aware of any case law that has ruled on the validity of clauses that are similar to these clauses.
| 9. | Designation of an agent to receive service of process |
Provided that it is valid under the law of the State of New York, the designation by the Bank of Banco Santander, S.A., New York Branch as agent to receive service of process contained in the Underwriting Agreement and in the Senior Non Preferred Debt Indenture is valid under Spanish law.
| 10. | Recognition in Spain of judgments issued by foreign courts |
An unappealable judgment duly rendered by a New York Court, in response to a legal action filed before such court in connection with the Transaction Documents would be enforceable in Spain, provided that the requirements in Law 29/2015 are complied with.
These provisions set out that any unappealable judgment rendered outside Spain (apart from countries bound by Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters) may be enforced in Spain in two different situations: (i) in accordance with any applicable international treaty, or (ii) in the absence of any such treaty, when the requirements in Title V of Law 29/2015, including those applicable to exequatur proceedings, are complied with.
5/15
Since there is no applicable treaty between Spain and the United States, the conditions referred to in point (ii) of the previous paragraph must be satisfied in order to enforce an unappealable judgment of a New York Court in Spain. These conditions are, among others, that the judgment is not irreconcilable with another earlier judgment issued in Spain or in another country (provided in this latter case that the earlier judgment fulfils the conditions to be recognised in Spain), that there are no prior proceedings on the same matter pending in Spain, that the judgment does not infringe public policy and that the relevant matter does not fall under the exclusive jurisdiction of the Spanish courts.
| 11. | Spanish tax disclosure in the Prospectus |
The statements set forth in the Prospectus under the heading “TAXATION—Spanish Taxation— A. TAXATION IN SPAIN OF DEBT SECURITIES” fairly summarize, in necessarily abbreviated terms, to the extent they relate to statements of law or legal conclusions under Spanish tax law in force at the date hereof and subject to qualifications and limitations set forth therein, the matters of Spanish law therein described, however, they do not include all possible consequences that may arise under Spanish laws and regulations.
| 12. | Stamp duty and other transfer taxes |
No stamp, registration or other issuance or transfer taxes should be payable by the Underwriters to Spain or any political subdivision or taxing authority thereof or therein in connection with the issue, acquisition, ownership or disposal of the Notes as set forth in the Underwriting Agreement or the entry into, execution and performance of the Underwriting Agreement.
| 13. | Tax deductibility of the coupon payments derived from the Notes |
Under article 3.a) of the First Additional Provision of Law 10/2014, any coupon payment derived from the Notes, registered as an accounting financial expense and paid by the Bank should be deductible for Spanish Corporate Income Tax purposes for the Bank to the extent that the Bank is a credit entity resident in Spain and registered as such with the Bank of Spain.
| 14. | Tax regime of payments made in respect of the Notes |
The First Additional Provision of Law 10/2014 establishes the tax regime applicable to certain preferred shares and debt instruments. Pursuant to the First Additional Provision of Law 10/2014, any income received under the Notes by holders who have a beneficial interest in the Notes (each a “Holder” and collectively the “Holders”), who are non-resident in Spain for tax purposes and do not act through a permanent establishment in Spain in respect of the Notes, should be exempt from Spanish Non-Resident Income Tax (“NRIT”). Conversely, income deriving from the Notes obtained by Holders who are tax resident in Spain and Holders who are non-resident in Spain for tax purposes acting with respect to the Notes through a permanent establishment in Spain is fully subject to tax in Spain. According to Spanish tax legislation, “income” includes payment of coupons and income deriving from the transfer, redemption or reimbursement of the Notes, on the basis of the positive difference between the amounts obtained in the transfer, redemption or reimbursement of the Notes and their tax basis.
6/15
The tax regime set forth in the First Additional Provision of Law 10/2014 requires, among other conditions, that the Notes qualify as debt instruments for the Bank and that the Notes are listed on a regulated market, multilateral trading facility or other organized market prior to the first interest payment date. Both conditions will be met in the case of the Notes, as the New York Stock Exchange LLC is considered a US national securities exchange equivalent to regulated markets (as defined in Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments) pursuant to the Decision (EU) 2017/2320 of 13 December 2017, on the equivalence of the legal and supervisory framework of the United States of America for national securities exchanges and alternative trading systems in accordance with Directive 2014/65/EU of the European Parliament and of the Council.
Additionally, under the First Additional Provision of Law 10/2014 and RD 1065/2007 (as defined below), all payments of principal, premium (if any) and interest on the Notes made by the Bank to a Holder should be exempt from Spanish withholding tax on account of NRIT, provided that specific conditions are met.
The application of the abovementioned withholding tax exemption on account of NRIT is conditional upon the submission by the paying agent, in a timely manner, to the Bank of a certificate containing certain information relating to the Notes in accordance with section 44 of General Regulations on the Actions and Proceedings Relating to Tax Management and Tax Audit and on Development of the Common Rules of the Procedures to Apply Taxes, as approved by Royal Decree 1065/2007 of 27 July (Real Decreto 1065/2007, de 27 de julio, por el que se aprueba el Reglamento General de las actuaciones y los procedimientos de gestión e inspección tributaria y de desarrollo de las normas comunes de los procedimientos de aplicación de los tributos), as amended by Royal Decree 1145/2011 of 29 July (“RD 1065/2007”), as detailed under the Senior Non Preferred Debt Indenture.
The Bank and its paying agent have arranged certain procedures to facilitate the collection of information concerning the Notes. Before the close of business on the business day immediately preceding the date when any payment of interest or of any income in respect of the early redemption of the Notes is due by the Bank, the Bank must receive from its paying agent a certificate containing certain information relating to the Notes as prescribed under section 44 of the RD 1065/2007.
If, despite these procedures, the relevant information is not received by the Bank on each date when any amount is due under the Notes, the Bank will levy a Spanish withholding tax on account of NRIT at the then-applicable rate (currently 19%) on any payment of income in respect of the Notes. Notwithstanding the above, if, before the tenth calendar day of the month following the month when the relevant income is paid, the relevant paying agent provides the required information, the Bank will refund the amounts withheld.
In case of failure to deliver by the relevant paying agent of the above referred information in a timely manner, Holders who are non-resident in Spain for tax purposes and do not act through a permanent establishment situated in Spain should apply directly to the Spanish tax authorities for any applicable refund.
| 15. | Tax reporting requirements under RD 1065/2007 |
The tax reporting requirements to benefit from the withholding exemption indicated are set forth in Article 44 of RD 1065/2007. In accordance with sub-section 5 of Article 44 of RD 1065/2007, the paying agent must submit a duly executed and completed statement to the Bank before the relevant income payment date, in accordance with the form attached as Annex to Royal Decree 1145/2011, with the following information:
| (a) | identification of the Notes with respect to which the relevant payment is made; |
| (b) | payment date; |
7/15
| (c) | total amount of income to be paid on the relevant income payment date; and |
| (d) | total amount of income corresponding to Notes held through each clearing system located outside Spain. |
The Senior Non Preferred Debt Indenture contains the procedures to be followed by the paying agent with the purpose of facilitating the timely provision by the paying agent to the Bank of a duly executed and completed statement in connection with each income payment.
| 16. | Tax status of the non-Spanish resident Underwriters |
None of the Underwriters who are not resident in Spain should be deemed to be resident in Spain for tax purposes solely by reason of entering into the Underwriting Agreement and the performance or enforcement of their obligations thereunder.
| 17. | Tax regime of payments made by the Bank to the Underwriters under the Underwriting Agreement |
No withholding or other taxes on capital gains or income should be payable to the Kingdom of Spain or any political subdivision or taxing authority thereof or therein by or on behalf of the Underwriters in respect of the payments made by the Bank to the Underwriters under the Underwriting Agreement, provided that the Underwriters (i) are not resident in Spain for tax purposes; (ii) are the beneficial owners of such payment; (iii) are resident for tax purposes in a country which has ratified a Treaty for the Avoidance of Double Taxation with Spain that is fully applicable to the Underwriters (a “DTC”), under which provisions the specific income and capital gains shall be taxable only in the country of residence of the Underwriters; (iv) do not act through a permanent establishment in Spain or in a country or jurisdiction that has not ratified a DTC providing for a full exemption from Spanish taxes on the relevant income and capital gains; and (v) do not operate through a non-cooperative jurisdiction (jurisdicción no cooperativa) for Spanish tax purposes (in the terms of the First Additional Provision of Law 36/2006, of 29 November, on prevention measures and actions against tax fraud, as amended through Law 11/2021, of 9 July, and as amended, complemented and restated from time to time, currently pursuant to the Order HFP/115/2023, of 9 February 2023, as modified by Order HAC 649/2026, of 21 June); and provided that, in all cases, the Underwriters timely provide the Bank or the Spanish tax authorities, as the case may be, with a valid certificate of residence evidencing that the specific Underwriter is resident for tax purposes in such country within the meaning of the DTC ratified by the Kingdom of Spain and such country, duly issued by the tax authorities of its country of residence within the year preceding the date in which the relevant income or capital gain is accrued (if referred to a specific time period, the certificate of residence shall be deemed valid exclusively for that period).
No withholding on fee income should be payable to the Kingdom of Spain or any political subdivision or taxing authority thereof or therein by or on behalf of an Underwriter in respect of the payments of fees (business income) to be made by the Bank under the Underwriting Agreement to those Underwriters that are resident in Spain for tax purposes. These payments of fees will be taxed pursuant to the Spanish corporate income tax.
| 18. | Absence of license |
It is not necessary under the laws of Spain that any person who is a party to the Transaction Documents or the holders of the Notes be licensed or qualified in Spain to enforce their respective rights against the Bank under the Transaction Documents and/or the Notes.
8/15
| D. | Qualifications |
The opinions above are subject to the following:
| (i) | Our opinions are issued subject to the effects and outcome of transactions that may derive from insolvency, the recovery and resolution proceedings of credit institutions and investment firms, pre-insolvency mechanisms or any other similar proceedings that generally affect the rights of all or some creditors, including those that do not fall under judicial insolvency proceedings (in particular, but not limited to, transactions that may derive from the insolvency regulations with respect to the notice of commencement of negotiations with creditors, claw-back actions and restructuring plans), as well as to any principles of public policy (orden público). |
Notwithstanding this general qualification, credit rights will be subordinated in the insolvency proceedings if they are held by a creditor that is considered “especially related” to the insolvent debtor pursuant to article 281 (and article 283) of the Insolvency Law (among other reasons, because the creditor directly or indirectly holds at least 5% of the share capital in a listed insolvent debtor or is part of the same group or is a shareholder of the same company as the debtor in certain circumstances, because the creditor is a director or may be considered a de facto director of the insolvent debtor, or unless proven otherwise when the creditor is the assignee or successor of credit rights vis-à-vis the insolvent debtor previously held by any of the foregoing provided that the insolvency proceedings start within two years following the date of the assignment). Any security interest over assets and rights of the insolvent debtor securing a subordinated claim will be cancelled, in accordance with article 302.1 of the Insolvency Law.
In addition, actions that are detrimental to the estate of the insolvent debtor will be subject to a claw back action if they were performed within the two-year period prior to the date of the insolvency petition (or, as applicable and subject to certain conditions, the two-year period prior to the date the insolvent debtor notifies the start of negotiations with creditors, or its intention to start them imminently, in order to agree on a restructuring plan, and between such date and the date of the insolvency declaration), even if there was no fraudulent intent. Unless otherwise evidenced, the detriment will be deemed to exist when, among other circumstances, in rem security interests are created for previously existing obligations or new obligations are created to replace them, or for certain acts carried out for the benefit of those considered to be “especially related” to the insolvent debtor.
Finally, early termination, extinguishment, suspension or amendment clauses triggered by either the insolvency or liquidation of the debtor are invalid pursuant to article 156 of the Insolvency Law, except where by law a contract may be terminated if one of the parties is declared insolvent or is subject to administrative liquidation (liquidación administrativa).
Previous references to the legislation on insolvency proceedings and other similar proceedings are not exhaustive, and therefore there may be other rules that, in one way or another, have an impact on the transaction.
| (ii) | In Spanish procedural law, the rules on the burden of proof in judicial proceedings cannot be modified by agreement of the parties and, consequently, any provision of the Transaction Documents in which decisions, certificates, notifications, opinions or the like issued by the parties are deemed conclusive evidence in the absence of a manifest error, would not be upheld by a Spanish court. |
Any document that is not in Spanish must be accompanied by an official sworn translation into Spanish for it to be admissible by a Spanish court or authority.
| (iii) | Under Spanish law, powers of attorney, appointments and authorisations are generally revocable by the grantor (irrespective of whether they are said to be revocable or irrevocable), provided that the revocation is in good faith; however, this general rule would not prevail when the powers of attorney, appointments or authorisations are a necessary consequence of the underlying relationship between the grantor and the beneficiary. |
9/15
| (iv) | The information available from the Insolvency Registry (www.publicidadconcursal.es) or the website www.rmc.es may not be entirely accurate or up to date. |
| (v) | The choice of the law of the State of New York as the governing law of the Transaction Documents and the terms and conditions of the Notes will not restrict the application of the Spanish “overriding mandatory provisions”, as defined in Article 9.1 of Rome I. Furthermore, Spanish courts may refuse to apply a provision of the chosen law if such application is manifestly incompatible with Spanish public policy. Spanish courts may also give effect to the overriding mandatory provisions of the law of the country in which the obligations arising from the contract have been performed or must be performed. |
| (vi) | The exclusive jurisdiction of the Spanish courts includes matters relating to the incorporation, validity, nullity and dissolution of companies or legal entities domiciled in Spain, and any decisions and resolutions of their governing bodies, the validity or nullity of any recordings with a Spanish registry, and the recognition and enforcement of any judgment or arbitration award in Spain that has been obtained in a foreign country. |
| (vii) | Our opinion expressed in Section C.4.1 above does not refer to the conformity with the mandatory provisions of Spanish law (legislación española de carácter imperativo) of any provision of the Transaction Documents or the Notes governed by foreign law. |
| (viii) | We offer no opinion as to the financial or economic reasonableness of the Transaction Documents or the transaction described herein. |
This legal opinion is rendered to the addressees identified in this letter and in connection with the transactions described above. This legal opinion is not to be used, circulated, quoted or referred to in any other way or for any other purpose, and no persons other than its addressees may make decisions based on it, nor may they claim any liability for its content without our prior written consent.
As the sole exception to the terms of the preceding paragraph, the addressees may release a copy of this legal opinion to (a) a third party if required by law, a court order or the rules of a supervisory or regulatory body (it can also be sent to the supervisory or regulatory body) or in connection with any judicial or administrative proceedings; and (b) a company within the group of any Underwriter, on a need-to-know basis.
In each case, such release is conditional upon (i) the disclosure being made for information purposes only and (ii) none of the recipients in the above paragraph being entitled to rely on the content of this opinion, or claim any contractual or non-contractual liability against us for its content.
By accepting a copy of this legal opinion, each of the recipients referred to in the paragraphs above acknowledges the terms and conditions set out in such paragraphs and undertakes not to disclose this legal opinion to other parties without our prior written consent.
Upon our written request, the addressees of this legal opinion (where legally possible) will promptly inform us about any disclosure of the same to a third party pursuant to this section.
10/15
| Very truly yours, |
| Uría Menéndez Abogados, S.L.P. |
| /s/ Carolina Albuerne |
| Carolina Albuerne |
11/15
Schedule 1.- List of Underwriters
Representatives
Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
BMO Capital Markets Corp.
151 West 42nd Street
New York, New York 10036
Deutsche Bank Securities Inc.
One Columbus Circle
New York, New York 10019
Jefferies LLC
520 Madison Avenue
New York, NY 10022
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, NY 10020
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Standard Chartered Bank AG
TaunusTurm, Taunustor 1
60310 Frankfurt am Main
Germany
Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
Santander US Capital Markets LLC
437 Madison Avenue
New York, NY 10022
Co-Leads
Bridgeway Securities Corp
Oversea-Chinese Banking Corporation Limited
Roberts & Ryan, Inc
12/15
Schedule 2.- Documents and information reviewed
| (a) | The information on the Bank publicly available on the website of the Spanish Central Commercial Registry (www.rmc.es), dated as of the date hereof; |
| (b) | the information publicly available on the Bank as of the date hereof on the website on insolvency rulings (www.publicidadconcursal.es) governed by articles 560 et seq. of the Insolvency Law; |
| (c) | a copy of the articles of association (estatutos sociales) of the Bank as publicly available at the website of the Bank (www.santander.com), dated as of the date hereof; |
| (d) | a copy of a notarial deed granted on 18 February 2026 before the Notary Public of Madrid Mr. Luis Carlos Troncoso Carrera under the number 805 of his records by virtue of which, among others, the resolutions adopted by the Executive Committee of the Bank on 16 February 2026 approving the registration of the Registration Statement (as defined below), and the execution of the documents to which the Bank is a party in connection thereto (including the Senior Non Preferred Debt Base Indenture, as defined below) are raised to public; |
| (e) | a commercial registry excerpt with respect to the Bank regarding its due existence and the current directors of the Bank issued by the Commercial Registry of Santander on 16 July 2026; |
| (f) | a copy of a notarial deed granted on 24 April 2007 before the Notary Public of Santander Mr. José María de Prada Díez under the number 1,125 of his records by virtue of which, among others, the resolutions adopted by the Board of Directors of the Bank on 26 March 2007 delegating all its powers (except those that cannot be legally delegated) on the Executive Committee are raised to public; |
| (g) | a copy of a notarial deed granted on 23 July 2026 before the Notary Public of Madrid Mr. Luis Carlos Troncoso Carrera under the number 3,764 of his records by virtue of which the resolutions adopted by the Executive Committee of the Bank on 20 July 2026 approving the issuance of the Notes and the execution of the documents to which the Bank is a party in connection thereto are raised to public; |
| (h) | a copy of the minutes of decisions taken by Ms. Silvana Borgatti Casale on 18 August 2026, determining, among others, the definitive principal amount of the issuance and of each of the series and the interest rates applicable to each of the series; |
| (i) | a copy of the notarial deed of issuance of the Notes (escritura pública de emisión) granted by the Bank on 24 August 2026, before the Notary Public of Madrid, Mr. Miguel Ruiz-Gallardón García de la Rasilla under the number 4,938 of his records (the “Notarial Deed of Issuance”); |
| (j) | a copy of the Underwriting Agreement; |
| (k) | a copy of the senior non preferred debt indenture dated 15 April 2026 entered into by the Bank and The Bank of New York Mellon, London Branch, as Trustee (the “Senior Non Preferred Debt Base Indenture”); |
13/15
| (l) | a copy of the second senior non preferred supplemental indenture to the Senior Non Preferred Debt Base Indenture dated 25 August 2026 entered into by the Bank and The Bank of New York Mellon, London Branch, as Trustee, calculation agent and principal paying agent (this document together with the Senior Non Preferred Debt Base Indenture, the “Senior Non Preferred Debt Indenture”); |
| (m) | a copy of the global notes evidencing the Notes dated 25 August 2026 (the “Global Notes”); |
| (n) | a copy of the registration statement on Form F-3 filed on 4 March 2026 with the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended, in respect of the Bank (the “Registration Statement”), which includes a base prospectus (the “Base Prospectus”) dated 4 March 2026; |
| (o) | a copy of the preliminary prospectus supplement prepared in connection with the issuance of the Notes dated 18 August 2026; and |
| (p) | a copy of the final prospectus supplement prepared in connection with the issuance of the Notes dated 18 August 2026 (this document together with the Base Prospectus, the “Prospectus”). |
The Underwriting Agreement and the Senior Non Preferred Debt Indenture will be hereinafter collectively referred to as the “Transaction Documents”.
14/15
Schedule 3.- Requirements for the Notes to qualify under paragraph 6 of the First Additional Provision of Law 10/2014
The Notes will be subject to the tax treatment envisaged in paragraphs 3 and 4 of the First Additional Provision of Law 10/2014, provided that they meet the following requirements:
| (a) | They are issued by a Spanish credit institution or a company resident in Spain or in a territory of the European Union that is not considered a non-cooperative jurisdiction, and whose voting rights are directly or indirectly held in full by a Spanish credit institution, and whose business or purpose focuses exclusively on the issue of preferred securities; |
| (b) | In the case of issues made by a subsidiary of the entities envisaged in point (a), the funds obtained must be permanently invested in full, minus any issuance and management costs, in the parent credit institution, and directly earmarked towards covering the latter’s risks and its financial situation and that of the consolidated group or sub-group to which it belongs; |
| (c) | They do not grant voting rights to their holders, save in exceptional circumstances established in the respective terms of issue; |
| (d) | They do not grant pre-emptive rights in connection with future issues; and |
| (e) | They are listed on a regulated market, multilateral trading facility or other organized market. |
15/15
Exhibit 5.2
|
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com |
August 25, 2026
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
BMO Capital Markets Corp.
151 West 42nd Street
New York, New York 10036
Deutsche Bank Securities Inc.
1 Columbus Circle
New York, New York 10019
Jefferies LLC
520 Madison Avenue
New York, New York 10022
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Santander US Capital Markets LLC
437 Madison Avenue
New York, NY 10022
Standard Chartered Bank AG
TaunusTurm, Taunustor 1
60310 Frankfurt am Main
Germany
Wells Fargo Securities LLC
550 South Tryon Street, 5th Floor
Charlotte, NC 28202
|
|
Barclays Capital Inc. BMO Capital Markets Corp. Deutsche Bank Securities Inc. Jefferies LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC Santander US Capital Markets LLC Standard Chartered Bank AG Wells Fargo Securities LLC |
As Representatives of the several Underwriters listed in Schedule I of the Underwriting Agreement (as defined below)
Ladies and Gentlemen:
We have acted as special United States counsel for Banco Santander, S.A., a sociedad anónima incorporated under the laws of The Kingdom of Spain (the “Issuer”), in connection with the underwriting agreement dated August 18, 2026 (the “Underwriting Agreement”) with you as the Representatives of the other several underwriters (collectively, the “Underwriters”) named in Schedule I thereto under which you and such other Underwriters, have severally agreed to purchase from the Issuer: (i) $1,000,000,000 aggregate principal amount of the Issuer’s 5.005% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2030 (the “2030 Fixed-to-Fixed Rate Notes”) and (ii) $1,000,000,000 aggregate principal amount of the Issuer’s 5.624% Senior Non Preferred Fixed-to-Fixed Rate Notes due 2034 (the “2034 Fixed-to-Fixed Rate Notes” and, together with the 2030 Fixed-to-Fixed Rate Notes the “Securities”). The Securities are to be issued pursuant to the provisions of the senior non preferred debt securities indenture dated as of April 15, 2026 (the “Base Indenture”), between the Issuer and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), as supplemented by the second supplemental indenture dated as of the date hereof, among the Issuer, The Bank of New York Mellon, London Branch, as trustee, principal paying agent and calculation agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
We have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
We have also participated in the preparation of the registration statement of the Issuer on Form F-3 ASR (File No. 333-293987) (other than the documents incorporated by reference therein (the “Incorporated Documents”)) filed with the Securities and Exchange Commission (the “Commission”) on March 4, 2026 pursuant to the provisions of the Securities Act of 1933, as amended (the “Act”), relating to the registration of securities (the “Shelf Securities”) to be issued from time to time by the Issuer, and have participated in the preparation of the preliminary prospectus supplement dated August 18, 2026 relating to the Securities, the free writing prospectus dated August 18, 2026 relating to the Securities and the prospectus supplement dated August 18, 2026 relating to the Securities (the “Prospectus Supplement”), and have reviewed the Incorporated Documents. The registration statement became effective under the Act and the Base Indenture qualified with respect to the relevant Shelf Securities under the Trust Indenture Act of 1939, as amended, upon the filing of the registration statement with the Commission on March 4, 2026 pursuant to Rule 462(e). To our knowledge, no stop order suspending the effectiveness of the registration statement has been issued. The registration statement, including the Incorporated Documents and the information deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is hereinafter referred to as the “Registration Statement,” and the related prospectus (including the Incorporated Documents) dated March 4, 2026 relating to the Shelf Securities is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the Prospectus Supplement, in the form first used to confirm sales of the Securities (or in the form first made available by the Issuer to the Underwriters to meet requests of purchasers of the Securities under Rule 173 under the Act), is hereinafter referred to as the “Prospectus.”
In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed with or submitted to the Commission through its Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system (except for required EDGAR formatting changes) conform to the versions of such documents reviewed by us prior to such formatting, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Issuer that we reviewed were and are accurate and (vii) all representations made by the Issuer as to matters of fact in the documents that we reviewed were and are accurate.
| August 25, 2026 | 2 |
|
|
Barclays Capital Inc. BMO Capital Markets Corp. Deutsche Bank Securities Inc. Jefferies LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC Santander US Capital Markets LLC Standard Chartered Bank AG Wells Fargo Securities LLC |
Capitalized terms used but not otherwise defined herein are used as defined in the Underwriting Agreement.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we are of the opinion that:
| 1. | Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Issuer insofar as Spanish law is concerned, the Underwriting Agreement has been duly executed and delivered by the Issuer. |
| 2. | Assuming that the Indenture has been duly authorized, executed and delivered by the Issuer insofar as Spanish law is concerned, the Indenture has been duly executed and delivered by the Issuer, and the Indenture (other than the terms thereof expressed to be governed by Spanish law, as to which we express no opinion) is a valid and binding agreement of the Issuer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights. |
| 3. | Assuming that the Securities have been duly authorized, executed and delivered by the Issuer insofar as Spanish law is concerned, the Securities (other than the terms thereof expressed to be governed by Spanish law, as to which we express no opinion), when executed and authenticated in accordance with the provisions of the Indenture, and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will be valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights, and will be entitled to the benefits of the Indenture, pursuant to which such Securities are to be issued. |
| 4. | Assuming that each of the Underwriting Agreement and the Indenture has been duly authorized, executed and delivered by the Issuer insofar as Spanish law is concerned, under the laws of the State of New York relating to personal jurisdiction, the Issuer has, pursuant to Section 13 of the Underwriting Agreement and Section 1.15 of the Indenture, validly and irrevocably submitted to the personal jurisdiction of any state or United States federal court located in the Borough of Manhattan, the City of New York, New York (each a “New York Court”) in any action arising out of or relating to the Indenture and the Underwriting Agreement or the transactions contemplated thereby, has validly and irrevocably waived to the fullest extent it may effectively do so any objection to the venue of a proceeding in any such New York Court, and has validly and irrevocably appointed the Authorized Agent as its authorized agent for the purpose described in Section 13 of the Underwriting Agreement and Section 1.15 of the Indenture; and service of process effected on such agent in the manner set forth in Section 13 of the Underwriting Agreement and Section 1.15 of the Indenture will be effective to confer valid personal jurisdiction on the Issuer. We express no opinion as to whether a New York State or United States federal court would enforce the exclusivity of the jurisdiction of any of the courts provided for in the Underwriting Agreement or Indenture. |
| August 25, 2026 | 3 |
|
|
Barclays Capital Inc. BMO Capital Markets Corp. Deutsche Bank Securities Inc. Jefferies LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC Santander US Capital Markets LLC Standard Chartered Bank AG Wells Fargo Securities LLC |
| 5. | The Issuer is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. |
| 6. | The execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Underwriting Agreement, the Indenture and the Securities (collectively, the “Documents”), will not contravene any provision of the statutory laws of the State of New York or any federal law of the United States of America that in our experience is normally applicable to general business corporations in relation to transactions of the type contemplated thereby, provided that we express no opinion as to federal or state securities laws. |
| 7. | No consent, approval, authorization, or order of, or qualification with, any governmental body or agency under the laws of the State of New York or any federal law of the United States of America that in our experience is normally applicable to general business corporations in relation to transactions of the type contemplated by the Documents is required for the execution, delivery and performance by the Issuer of its obligations under the Documents, except such as may be required under federal or state securities or Blue Sky laws as to which we express no opinion. |
We have considered the statements included in the Base Prospectus under the caption “Description of Debt Securities” and in the Prospectus Supplement under the caption “Description of the Notes” insofar as they summarize provisions of the Indenture and the Securities. In our opinion, such statements fairly summarize these provisions in all material respects. The statements included in the Base Prospectus and in the Prospectus Supplement under the caption “Taxation—U.S. Federal Income Tax Considerations,” insofar as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, and subject to the qualifications, limitations and assumptions set forth therein, in our opinion fairly and accurately summarize the matters referred to therein in all material respects.
We express no opinion as to (i) the provisions in the Documents relating to bail-in, (ii) whether a New York State or United States federal court would render or enforce a judgment in a currency other than U.S. Dollars or (iii) the exchange rate that such a court would use in rendering a judgment in U.S. Dollars in respect of an obligation in any other currency.
In rendering the opinions in paragraphs (1) through (4) above, we have assumed that each party to the Documents has been duly incorporated and is validly existing and in good standing under the laws of the jurisdiction of its organization. In addition, we have assumed that (i) the execution, delivery and performance by each party thereto of each Document to which it is a party (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon such party, provided that we make no such assumption to the extent that we have specifically opined as to such matters with respect to the Issuer and (ii) each Document (other than the Underwriting Agreement) is a valid, binding and enforceable agreement of each party thereto (other than as expressly covered above in respect of the Issuer).
| August 25, 2026 | 4 |
|
|
Barclays Capital Inc. BMO Capital Markets Corp. Deutsche Bank Securities Inc. Jefferies LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC Santander US Capital Markets LLC Standard Chartered Bank AG Wells Fargo Securities LLC |
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the federal laws of the United States of America, except that we express no opinion as to (i) any law, rule or regulation that is applicable to the Issuer, the Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate or (ii) any law, rule or regulation relating to national security. With respect to all matters of Spanish law, you have received, and we understand that you are relying upon, the opinions of in-house counsel of the Issuer and of Uría Menéndez Abogados, S.L.P, delivered pursuant to Sections 5(c) and 5(d) of the Underwriting Agreement, respectively.
This opinion is rendered solely to you and the other several Underwriters in connection with the Underwriting Agreement. This opinion may not be relied upon by you or the other several Underwriters for any other purpose or relied upon by any other person (including any person acquiring any Securities from the several Underwriters) or furnished to any other person without our prior written consent. This opinion may, however, without our further written consent, be used and, if necessary, furnished, where it is reasonable to do so and without prior notice to us (to the extent notice is impracticable) (i) for the purpose of responding to requests to review the opinion by governmental, regulatory or judicial authorities having competent jurisdiction over the Underwriters and (ii) in connection with the defense of any legal or regulatory proceeding or investigation arising out of the offer and sale of the Securities.
Very truly yours,
/u/ Davis Polk & Wardwell LLP
| August 25, 2026 | 5 |