BANCO SANTANDER, S.A. (a company with limited liability organized under the laws of The Kingdom of Spain) €750,000,000 4.125% Non-Step-up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2021 • Banco Santander, S.A. • Commercial banks, nec • New York
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”) (other than Banco Santander, S.A.), acting severally and not jointly , the securities specified in Exhibit D hereto (the “Securities”) to be issued pursuant to the resolutions of the Bank’s general shareholders’ meeting and Board of Directors and Executive Committee approving the issuance of the Securities and the indenture to be dated May 12, 2021 (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 May 12, 2021 , which together with the Base Indenture sets out the terms and rights of this particular issue of Securities (the “First Supplemental Indenture” and the Base Indenture as supplemented, with respect to the Sec
BANCO SANTANDER, S.A. as Issuer, THE BANK OF NEW YORK MELLON, London Branch as Trustee, Paying and Conversion Agent, Calculation Agent and Principal Paying Agent and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch as Contingent Convertible...Indenture • May 12th, 2021 • Banco Santander, S.A. • Commercial banks, nec • New York
FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of May 12, 2021, 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, 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), paying and conversion agent (the “Paying and Conversion Agent”, which term includes any successor Paying and Conversion Agent), 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 One Canada Square, London, E14 5AL, United Kingdom and THE BANK OF NE
