| No. |
Proposition |
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For |
Against |
Abstain |
| 1 |
ANNUAL ACCOUNTS AND MANAGEMENT REPORTS OF BANCO SANTANDER, S.A. AND OF ITS CONSOLIDATED GROUP FOR 2025 |
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| 2 |
CONSOLIDATED NON-FINANCIAL INFORMATION STATEMENT FOR 2025, WHICH FORMS PART OF THE CONSOLIDATED MANAGEMENT REPORT |
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| 3 |
CORPORATE MANAGEMENT DURING 2025 |
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| 4 |
ALLOCATION OF 2025 RESULTS |
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| 5 |
SHARE CAPITAL REDUCTION BY A MAXIMUM AMOUNT OF 663,227,913 EUROS, THROUGH THE CANCELLATION OF UP TO 1,326,455,826 OWN SHARES. DELEGATION OF POWERS |
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| 6 |
SHARE CAPITAL REDUCTION BY A MAXIMUM AMOUNT OF 734,465,975 EUROS, THROUGH THE CANCELLATION OF UP TO 1,468,931,950 OWN SHARES. DELEGATION OF POWERS |
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| 7 |
RE-ELECTION OF THE EXTERNAL AUDITOR FOR FINANCIAL YEAR 2026 |
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| 8 |
APPOINTMENT OF THE SUSTAINABILITY INFORMATION VERIFIER FOR FINANCIAL YEAR 2026 |
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| 9 |
SETTING OF THE NUMBER OF DIRECTORS |
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| 10 |
APPOINTMENT OF "MS DEBORAH VIEITAS" OF MEMBER OF THE BOARD OF DIRECTORS |
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| 11 |
RE-ELECTION OF "MS SOL DAURELLA" OF MEMBER OF THE BOARD OF DIRECTORS |
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| 12 |
RE-ELECTION OF "MS GINA DIEZ BARROSO" OF MEMBER OF THE BOARD OF DIRECTORS |
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| 13 |
RE-ELECTION OF "MR CARLOS BARRABES" OF MEMBER OF THE BOARD OF DIRECTORS |
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| 14 |
RE-ELECTION OF "MR ANTONIO WEISS" OF MEMBER OF THE BOARD OF DIRECTORS |
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| 15 |
DIRECTORS' REMUNERATION POLICY |
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| 16 |
APPROVAL OF THE MAXIMUM RATIO BETWEEN FIXED AND VARIABLE COMPONENTS OF THE TOTAL REMUNERATION OF EXECUTIVE DIRECTORS AND OTHER EMPLOYEES BELONGING TO CATEGORIES WHOSE PROFESSIONAL ACTIVITIES HAVE A SIGNIFICANT IMPACT ON THE RISK PROFILE |
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| 17 |
APPLICATION OF THE GROUP'S BUYOUT REGULATIONS |
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| 18 |
ANNUAL DIRECTORS' REMUNERATION REPORT (CONSULTATIVE VOTE) |
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| 19 |
AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE BANK'S SHARE CAPITAL ON ONE OR MORE OCCASIONS AND AT ANY TIME WITHIN A PERIOD OF THREE YEARS, THROUGH CASH CONTRIBUTIONS AND UP TO A MAXIMUM NOMINAL AMOUNT OF 3,672,329,875.50 EUROS. AUTHORIZATION TO EXCLUDE PRE-EMPTIVE SUBSCRIPTION RIGHTS |
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| 20 |
AUTHORIZATION TO THE BOARD OF DIRECTORS TO ISSUE SECURITIES CONVERTIBLE INTO SHARES OF BANCO SANTANDER WITHIN A PERIOD OF FIVE YEARS AND UP TO AN AGGREGATE MAXIMUM LIMIT OF 10,000 MILLION EUROS. SETTING OF THE CRITERIA FOR DETERMINING THE BASIS AND METHODS OF CONVERSION. AUTHORIZATION TO INCREASE (PLEASE SEE THE ATTACHED LINK FOR MORE DETAILS) |
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| 21 |
INCREASE IN SHARE CAPITAL BY A NOMINAL AMOUNT OF 167,404,608 EUROS, BY MEANS OF THE ISSUANCE OF 334,809,216 NEW SHARES, WITH IN-KIND CONTRIBUTIONS CONSISTING OF COMMON SHARES OF WEBSTER FINANCIAL CORPORATION. AUTHORIZATION TO EXECUTE THE CAPITAL INCREASE AND TO DETERMINE THE SHARE PREMIUM, AND POSSIBILITY OF INCOMPLETE SUBSCRIPTION |
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| 22 |
AUTHORIZATION TO THE BOARD AND GRANTING OF POWERS FOR THE FORMALIZATION INTO PUBLIC INSTRUMENT |
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