Obbligazione Banco Santander 4.379% ( US05964HAJ41 ) in USD

Banco Santander

98.22 USD ▼

Spagna

US05964HAJ41 ( in USD )

4.379% per anno ( pagato 2 volte l'anno)

11/04/2028

Prospetto opuscolo dell'obbligazione Banco Santander US05964HAJ41 en USD 4.379%, scadenza 11/04/2028

05964HAJ4

12/10/2024 ( In 15 giorni )

The Obbligazione issued by Banco Santander ( Spain ) , in USD, with the ISIN code US05964HAJ41, pays a coupon of 4.379% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 11/04/2028

Final Prospectus Supplement
424B5 1 d560954d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration number 333-217116
CALCULATION OF REGISTRATION FEE

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

Price

Registration Fee(1)
3.848% Senior Non Preferred Fixed Rate Notes due 2023

$1,250,000,000

$155,625
4.379% Senior Non Preferred Fixed Rate Notes due 2028

$1,250,000,000

$155,625
Senior Non Preferred Floating Rate Notes due 2023

$500,000,000

$62,250
Total

$3,000,000,000

$373,500

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

PROSPECTUS SUPPLEMENT
(to prospectus dated April 3, 2017)

$3,000,000,000
Banco Santander, S.A.
$1,250,000,000 3.848% Senior Non Preferred Fixed Rate Notes due 2023
$1,250,000,000 4.379% Senior Non Preferred Fixed Rate Notes due 2028
$500,000,000 Senior Non Preferred Floating Rate Notes due 2023
The 3.848% Senior Non Preferred Fixed Rate Notes due 2023 (the "2023 Fixed Rate Notes") will bear interest at a rate of 3.848% per year. From and including the date of
issuance, interest will be payable semi-annually in arrears on the 2023 Fixed Rate Notes on April 12 and October 12 of each year, beginning on October 12, 2018. The 2023 Fixed
Rate Notes will be due on April 12, 2023.
The 4.379% Senior Non Preferred Fixed Rate Notes due 2028 (the "2028 Fixed Rate Notes") will bear interest at a rate of 4.379% per year. From and including the date of
issuance, interest will be payable semi-annually in arrears on the 2028 Fixed Rate Notes on April 12 and October 12 of each year, beginning on October 12, 2018. The 2028 Fixed
Rate Notes will be due on April 12, 2028.
From and including the date of issuance, interest will be payable quarterly in arrears on the Senior Non Preferred Floating Rate Notes due 2023 (the "Floating Rate Notes"
and, together with the 2023 Fixed Rate Notes and the 2028 Fixed Rate Notes, the "Notes") on January 12, April 12, July 12 and October 12 of each year, beginning on July 12,
2018. The Floating Rate Notes will bear interest at a rate equal to three month USD LIBOR plus 112 basis points. Interest on the Floating Rate Notes will be initially set on April
12, 2018 and will reset on January 12, April 12, July 12 and October 12 of each year, beginning on July 12, 2018 through January 12, 2023. The Floating Rate Notes will be due on
April 12, 2023.
The Notes will be issued in minimum denominations of $200,000 and integral multiples of $200,000 in excess thereof.
The payment obligations of Banco Santander, S.A. ("Banco Santander") under the Notes will constitute direct, unconditional, unsubordinated and unsecured senior non
preferred obligations (créditos ordinarios no preferentes) of Banco Santander and, in accordance with Additional Provision 14.2º of Law 11/2015, but subject to any other ranking
that may apply as a result of any mandatory provision of law (or otherwise), upon the insolvency of Banco Santander (and unless they qualify as subordinated claims (créditos
subordinados) pursuant to Article 92.1º or 92.3º to 92.7º of Law 22/2003 (Ley Concursal) dated 9 July 2003 (the "Spanish Insolvency Law")), such payment obligations in respect
of principal rank (i) pari passu among themselves and with any Senior Non Preferred Liabilities (as defined below), (ii) junior to the Senior Higher Priority Liabilities (as defined
below) (and, accordingly, upon the insolvency of Banco Santander, the claims in respect of the Notes will be met after payment in full of the Senior Higher Priority Liabilities) and
(iii) senior to any present and future subordinated obligations (créditos subordinados) of Banco Santander in accordance with Article 92 of the Spanish Insolvency Law.
By its acquisition of the Notes, each holder (which, for the purposes of this clause, includes each holder of a beneficial interest in the Notes) acknowledges, accepts,
consents to and agrees to be bound by the terms of the Notes related to the exercise of the Bail-in Power (as defined herein) set forth under "Description of Debt Securities
--Agreement and Acknowledgement with Respect to the Exercise of the Bail-in Power" in the accompanying prospectus. See "Notice to Investors" on page S-i of this
prospectus supplement for further information.
The Notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency of the Kingdom of Spain,
the United States or any other jurisdiction.
We may redeem the Notes, in whole but not in part, at any time at 100% of their principal amount plus accrued and unpaid interest (if any) (i) upon the occurrence of certain
tax events or (ii) upon the occurrence of certain regulatory events.
We intend to apply to list the Notes on the New York Stock Exchange in accordance with its rules.
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Final Prospectus Supplement
Investing in the Notes involves risks. See "Risk Factors" beginning on page S-15 of this prospectus supplement, page 3 of the accompanying prospectus and
in our annual report on Form 20-F for the fiscal year ended December 31, 2017, which is incorporated by reference herein.
The Notes are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to retail investors in the
European Economic Area (as defined in Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on Markets in Financial Instruments and
amending Directive 2002/92/EC and Directive 2011/61/EU "MiFID II", as amended or replaced from time to time). Prospective investors are referred to the section
headed "Important Information" on page S-iii of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Underwriting
Discounts and
Proceeds to us (before

Price to Public
Commissions
expenses)

Per 2023 Fixed Rate Note

100%

0.300%

99.700%

Total 2023 Fixed Rate Notes

$1,250,000,000
$3,750,000

$1,246,250,000

Per 2028 Fixed Rate Note

100%

0.450%

99.550%

Total 2028 Fixed Rate Notes

$1,250,000,000
$5,625,000

$1,244,375,000

Per Floating Rate Note

100%

0.300%

99.700%

Total Floating Rate Notes

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

$498,500,000

The initial public offering prices set forth above do not include accrued interest, if any. Interest on the Notes will accrue from the expected date of issuance, which is
April 12, 2018. See "Underwriting (Conflicts of Interest)".
We expect that the Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company ("DTC") and its direct and indirect participants,
including Clearstream Banking, société anonyme ("Clearstream Luxembourg") and Euroclear Bank S.A./N.V. ("Euroclear") on or about April 12, 2018, which will be the third New
York business day following the pricing of the Notes (such settlement period being referred to as "T+3"). Beneficial interests in the Notes will be shown on, and transfers thereof
will be effected only through, records maintained by DTC and its participants.
Joint Bookrunners

BofA Merrill Lynch

Citigroup

J.P. Morgan

Santander
Co Leads

Bankia

Bankinter

Kutxabank
Prospectus Supplement dated April 9, 2018
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Notice to Investors
S-i
About this Prospectus Supplement
S-ii
Incorporation of Information by Reference
S-iii
Forward-Looking Statements
S-iii
Important Information
S-iv
Summary
S-1
Risk Factors
S-15
Use of Proceeds
S-17
Capitalization of the Group
S-18
Ratio of Earnings to Fixed Charges
S-19
Description of the Notes
S-20
Underwriting (Conflicts of Interest)
S-29
Legal Opinions
S-36
Experts
S-36
Prospectus

About this Prospectus

1
Use of Proceeds

2
Banco Santander, S.A.

2
Risk Factors

3
Description of Debt Securities

41
Description of Contingent Convertible Capital Securities

70
Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Capital Securities
118
Description of Ordinary Shares
124
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Final Prospectus Supplement
Description of American Depositary Shares
125
Taxation
132
Benefit Plan Investor Considerations
159
Plan of Distribution (Conflicts of Interest)
161
Legal Opinions
163
Experts
163
Enforcement of Civil Liabilities
163
Where You Can Find More Information
164
Incorporation of Documents by Reference
164
Cautionary Statement on Forward-Looking Statements
165
Table of Contents

NOTICE TO INVESTORS
Agreements and Acknowledgments of Investors, Including Holders and Beneficial Owners
Notwithstanding any other term of the Notes or any other agreements, arrangements, or understandings between Banco Santander and any
holder of the Notes, by its acquisition of the Notes, each holder (which, for the purposes of this clause, includes each holder of a beneficial interest
in the Notes) acknowledges, accepts, consents to and agrees to be bound by the exercise of any Bail-in Power (as defined herein) by the Relevant
Resolution Authority (as defined herein) that may result in the write-down or cancellation of all or a portion of the Amounts Due on the Notes
and/or the conversion of all or a portion of the Amounts Due (as defined herein) on the Notes into shares or other securities or other obligations of
Banco Santander or another person, including by means of a variation to the terms of the Notes to give effect to the exercise by the Relevant
Resolution Authority of such Bail-in Power. Each holder of the Notes further acknowledges and agrees that the rights of the holders of the Notes
are subject to--and will be varied, if necessary, so as to give effect to--the exercise of any Bail-in Power by the Relevant Resolution Authority.
For these purposes, "Amounts Due" are the principal amount of, premium, if any, together with any accrued but unpaid interest, and
Additional Amounts, if any, due on the Notes. References to such amounts will include amounts that have become due and payable, but which
have not been paid, prior to the exercise of the Bail-in Power by the Relevant Resolution Authority.
For these purposes, a "Bail-in Power" means any statutory write-down and/or conversion power existing from time to time under any laws,
regulations, rules or requirements in effect in the Kingdom of Spain relating to the resolution of Regulated Entities applicable to Banco Santander
or other Regulated Entities of the Group, including (but not limited to) (i) the transposition of the Bank Recovery and Resolution Directive
("BRRD") (including but not limited to, Law 11/2015, Royal Decree 1012/2015 and any other implementing regulations) as amended or
superseded from time to time, (ii) Regulation (EU) No. 806/2014 of the European Parliament and of the Council of 15 July 2014, establishing
uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of the Single
Resolution Mechanism and the Single Resolution Fund and amending Regulation (EU) No. 1093/2010 (as amended or superseded from time to
time, the "SRM Regulation") and (iii) the instruments, rules and standards created thereunder, pursuant to which any obligation of a Regulated
Entity (or an affiliate of such Regulated Entity) can be reduced, cancelled and/or converted into shares or other securities or obligations of such
Regulated Entity (or affiliate of such Regulated Entity) or any other person. A reference to "Regulated Entities" means any legal person to which
BRRD, as implemented in the Kingdom of Spain (including but not limited to, Law 11/2015, Royal Decree 1012/2015 and any other implementing
regulations) as amended or superseded from time to time), the SRM Regulation, or any other Spanish law relating to Bail-in Power, applies,
which includes, certain credit entities, investment firms, and certain parent or holding companies.
A reference to the "Relevant Resolution Authority" is to the Spanish Fund for the Orderly Restructuring of Banks (the "FROB"), the
European Single Resolution Mechanism, as the case may be, according to Law 11/2015, and any other entity with the authority to exercise the
Bail-in Power or any other resolution power from time to time.
By its acquisition of the Notes, each holder of the Notes, (which, for the purposes of this clause, includes each holder of a beneficial interest
in the Notes), to the extent permitted by the Trust Indenture Act of 1939, as amended ("Trust Indenture Act"), will waive any and all claims, in
law and/or in equity, against the Trustee for, agree not to initiate a suit against the Trustee in respect of, and agree that the

S-i
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Trustee will not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the
Bail-in Power by the Relevant Resolution Authority with respect to the Notes.
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Final Prospectus Supplement
By purchasing the Notes, each holder (including each beneficial owner) of the Notes shall be deemed to have authorized, directed and
requested The Depository Trust Company ("DTC") and any direct participant in DTC or other intermediary through which it holds the Notes to
take any and all necessary action, if required, to implement the exercise of the Bail-in Power with respect to the Notes as it may be imposed,
without any further action or direction on the part of such holder.

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus (including any free writing prospectus issued or authorized by us). Neither Banco Santander nor the Underwriters (as defined in
"Underwriting (Conflicts of Interest)" in this prospectus supplement have authorized anyone to provide you with different information. The
distribution of this prospectus supplement and the accompanying prospectus and the offering of the Notes in some jurisdictions may be restricted
by law. If you possess this prospectus supplement and the accompanying prospectus, you should find out about and observe these restrictions.
This prospectus supplement and the accompanying prospectus are not an offer to sell the Notes and neither Banco Santander nor the
Underwriters are soliciting an offer to buy the Notes in any jurisdiction where the offer or sale is not permitted or where the person making the
offer or sale is not qualified to do so or from any person to whom it is not permitted to make such offer or sale. We refer you to the information
under "Underwriting (Conflicts of Interest)" in this prospectus supplement. You should assume that the information contained in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates.
ABOUT THIS PROSPECTUS SUPPLEMENT
In this prospectus supplement, we use the following terms:

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

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

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

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

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

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

S-ii
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of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Financial Promotion Order")), or within Article 49(2)(a) to (d) of the Financial Promotion Order, or to any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, the
Notes offered hereby are only available to, and any investment or investment activity to which this document relates will be engaged in only with, relevant
persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.
INCORPORATION OF INFORMATION BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-217116) we have filed with the SEC under the Securities
Act. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should
review the information in and exhibits to the registration statement for further information on us and the Notes. Statements in this prospectus supplement
concerning any document we filed or will file as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be
comprehensive and are qualified in their entirety by reference to these filings. You should review the complete document to evaluate these statements.
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Final Prospectus Supplement
The SEC allows us to "incorporate by reference" the information that we file with the SEC. This permits us to disclose important information to you
by referring to these filed documents. Any information referred to in this way is considered part of this prospectus supplement and accompanying
prospectus, and any information that we file with the SEC after the date of this prospectus supplement will automatically be deemed to update and
supersede this information.
We incorporate by reference the Group's Annual Report on Form 20-F for the year ended December 31, 2017 filed with the SEC on March 28, 2018.
We also incorporate by reference all subsequent annual reports of the Group filed on Form 20-F and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and certain reports on Form 6-K, if they state that they are
incorporated by reference into the registration statement of which this prospectus supplement forms a part, that we furnish to the SEC after the date of this
prospectus supplement and until the Underwriters sell all of the Notes.
Upon written or oral request, we will provide free of charge a copy of any or all of the documents that we incorporate by reference into this
prospectus supplement, other than exhibits which are not specifically incorporated by reference into this prospectus supplement. To obtain copies you
should contact us at Investor Relations, Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain (telephone: (011)
34-91-259-6520).
FORWARD-LOOKING STATEMENTS
From time to time, we may make statements, both written and oral, regarding assumptions, projections, expectations, intentions or beliefs about
future events. These statements constitute "forward-looking statements" for purposes of the Private Securities Litigation Reform Act of 1995. We caution
that these statements may and often do vary materially from actual results. Accordingly, we cannot assure you that actual results will not differ materially
from those expressed or implied by the forward-looking statements. You should read the sections entitled "Risk Factors" in this prospectus supplement and
the accompanying prospectus and "Forward-Looking Statements" in our Annual Report on Form 20-F for the year ended December 31, 2017, which is
incorporated by reference herein.

S-iii
Table of Contents
We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, forward-looking events discussed in this prospectus supplement and the
accompanying prospectus or any information incorporated by reference, might not occur.
IMPORTANT INFORMATION
MiFID II product governance / Professional investors and ECPs only target market--Solely for the purposes of each manufacturer's product
approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subject to MiFID II subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration the manufacturers' target market assessment. However, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
PRIIPs Regulation / Prohibition of sales to EEA retail investors--the Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a "retail
investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the
meaning of Directive 2002/92/EC as amended, the Insurance Mediation Directive ("IMD"), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

S-iv
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SUMMARY
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Final Prospectus Supplement
The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with, the remainder of
this prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein. You should base your investment
decision on a consideration of this prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein, as a
whole. Words and expressions used in this summary and not defined herein shall have the meanings ascribed to them in "Description of the Notes" in
this prospectus supplement and in "Description of Debt Securities" in the accompanying prospectus.
Banco Santander is the parent bank of the Group. The Group operates principally in Spain, the United Kingdom, other European countries,
Brazil and other Latin American countries and the United States, offering a wide range of financial products. In Latin America, the Group has
majority shareholdings in banks in Argentina, Brazil, Chile, Mexico, Peru and Uruguay.
Banco Santander was established on March 21, 1857 and incorporated in its present form by a public deed executed in Santander, Spain, on
January 14, 1875. Banco Santander is incorporated under, and governed by, the laws of the Kingdom of Spain as a company with unlimited duration
and with limited liability (sociedad anónima).
Banco Santander conducts business under the commercial name "Santander". The Group's principal corporate offices are located in Ciudad
Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain, and its telephone number is (011) 34-91-259-6520.

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The Offering

Issuer

Banco Santander, S.A.
2023 Fixed Rate Notes
$1,250,000,000 aggregate principal amount of 3.848% Senior Non Preferred Fixed Rate

Notes due 2023.
2028 Fixed Rate Notes
$1,250,000,000 aggregate principal amount of 4.379% Senior Non Preferred Fixed Rate

Notes due 2028.
Floating Rate Notes
$500,000,000 aggregate principal amount of Senior Non Preferred Floating Rate Notes due

2023.
Issue Date

April 12, 2018
Maturity Date
We will pay the 2023 Fixed Rate Notes at 100% of their principal amount plus accrued
interest on April 12, 2023.

We will pay the 2028 Fixed Rate Notes at 100% of their principal amount plus accrued
interest on April 12, 2028.

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

interest on April 12, 2023.
Interest Rate
The 2023 Fixed Rate Notes will bear interest at a rate of 3.848% per annum.

The 2028 Fixed Rate Notes will bear interest at a rate of 4.379% per annum.

The Floating Rate Notes will bear interest at a rate equal to Three-month USD LIBOR

plus 112 basis points.
Interest Payment Dates
Interest will be payable semi-annually in arrears on the 2023 Fixed Rate Notes on April 12
and October 12 of each year, beginning on October 12, 2018, up to and including April 12,
2023 or any date of earlier redemption.

Interest will be payable semi-annually in arrears on the 2028 Fixed Rate Notes on April 12
and October 12 of each year, beginning on October 12, 2018, up to and including April 12,
2028 or any date of earlier redemption.

Interest will be payable quarterly in arrears on the Floating Rate Notes on January 12, April
12, July 12 and October 12 of each year, beginning on July 12, 2018, up to and including

April 12, 2023 or any date of earlier redemption.
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Final Prospectus Supplement
Regular Record Dates
Interest will be paid to holders of record of the Notes in respect of the principal amount
thereof outstanding 15 calendar days preceding the relevant Interest Payment Date, whether

or not a Business Day (as defined herein).
Business Day Convention
2023 Fixed Rate Notes: Following, unadjusted

2028 Fixed Rate Notes: Following, unadjusted

Floating Rate Notes: Following, adjusted

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Day Count Basis

2023 Fixed Rate Notes: 30/360

2028 Fixed Rate Notes: 30/360

Floating Rate Notes: Actual/360
Ranking
The payment obligations of Banco Santander under the Notes will constitute direct,
unconditional, unsubordinated and unsecured senior non preferred obligations (créditos
ordinarios no preferentes) of Banco Santander and, in accordance with Additional
Provision 14.2º of Law 11/2015, but subject to any other ranking that may apply as a result
of any mandatory provision of law (or otherwise), upon the insolvency of Banco Santander
(and unless they qualify as subordinated claims (créditos subordinados) pursuant to Article
92.1º or 92.3º to 92.7º of the Spanish Insolvency Law), such payment obligations in respect
of principal rank (i) pari passu among themselves and with any Senior Non Preferred
Liabilities, (ii) junior to the Senior Higher Priority Liabilities (and, accordingly, upon the
insolvency of Banco Santander, the claims in respect of the Notes will be met after
payment in full of the Senior Higher Priority Liabilities) and (iii) senior to any present and
future subordinated obligations (créditos subordinados) of Banco Santander in accordance
with Article 92 of the Spanish Insolvency Law.

Claims of holders of Notes in respect of interest accrued but unpaid as of the
commencement of any insolvency procedure in respect of Banco Santander shall constitute
subordinated claims (créditos subordinados) against Banco Santander ranking in
accordance with the provisions of Article 92.3º of the Spanish Insolvency Law and no
further interest shall accrue from the date of the declaration of insolvency of Banco
Santander.

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

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

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

Banco Santander agrees with respect to the Notes and each holder of the Notes, by his or

her acquisition of the Notes will be deemed to

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Final Prospectus Supplement
Table of Contents
have agreed to the ranking as described herein. Each such holder will be deemed to have
irrevocably waived his or her rights of priority which would otherwise be accorded to him
or her under the laws of Spain, to the extent necessary to effectuate the ranking provisions
of the Notes. In addition, each holder of the Notes by his or her acquisition of such Notes
authorizes and directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to effectuate the ranking of such Notes as provided in the
indenture dated as of April 11, 2017, as heretofore supplemented and amended (the "Base
Indenture") between us as Issuer and the Trustee and appoints the Trustee his or her
attorney-in-fact for any and all such purposes.

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

As of December 31, 2017, Banco Santander had outstanding 21.01 billion of
unsubordinated indebtedness, including 11.13 billion of Senior Higher Priority Liabilities
and 9.87 billion of Senior Non Preferred Liabilities (including the second ranking senior
securities issued by Banco Santander prior to the entrance into force of Royal Decree-Law
11/2017).

Additionally, as of December 31, 2017, Banco Santander had outstanding 14.09 billion of
secured indebtedness and 15.36 billion of subordinated indebtedness. Banco Santander
subsidiaries had 103.56 billion indebtedness outstanding as of December 31, 2017.

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

For these purposes, "Amounts Due" are the principal amount of, premium, if any, together

with any accrued but unpaid interest, and

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Additional Amounts, if any, due on the Notes. Reference to such amounts will include
amounts that have become due and payable, but which have not been paid, prior to the
exercise of the Bail-in Power by the Relevant Resolution Authority.

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

See "Description of Debt Securities--Agreement and Acknowledgement with Respect to the

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

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

Additional Amounts" in the accompanying prospectus.
Additional Issuances
Banco Santander may, without the consent of the holders of the Notes, issue additional
notes of the same series as the Notes of the series that is being increased, having the same
ranking and same interest rate, maturity date, redemption terms and other terms as the
Notes of the series that is being increased, described in this prospectus supplement except
for the price to the public, original interest accrual date, issue date and first interest payment
date, provided however that such additional notes will not have the same CUSIP, ISIN or

other identifying number as the outstanding Notes

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of such series unless the additional notes are fungible with the outstanding Notes of such
series for U.S. federal income tax purposes. Any such additional notes, together with the
Notes of such series offered by this prospectus supplement, will constitute a single series of
securities under the Base Indenture. There is no limitation on the amount of notes that

Banco Santander may issue under the Base Indenture.
Tax Redemption
If (i) as a result of any change in the laws or regulations of Spain or of any political
subdivision thereof or any authority or agency therein or thereof having power to tax or in
the interpretation or administration of any such laws or regulations which becomes effective
on or after the date of issue of the Notes of the relevant series, Banco Santander shall
determine that (a) Banco Santander would be required to pay Additional Amounts as
described in "Description of Debt Securities--Additional Amounts" in the accompanying
prospectus or (b) Banco Santander would not be entitled to claim a deduction in computing
tax liabilities in Spain in respect of any interest to be paid on the next Interest Payment
Date on the Notes of the relevant series or the value of such deduction to Banco Santander
would be materially reduced or (c) the applicable tax treatment of the Notes of the relevant
series changes in a material way that was not reasonably foreseeable at the issue date and
(ii) such circumstances are evidenced by the delivery by Banco Santander to the Trustee of
a copy of the Supervisory Permission for the redemption, if required, Banco Santander may,
at its option and having given no less than 30 nor more than 60 days' notice (ending, in the
case of the Floating Rate Notes, on a Floating Rate Note Interest Payment Date) to the
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Final Prospectus Supplement
holders of the Notes of the relevant series in accordance with the terms described under
"Description of Debt Securities--Notices" in the accompanying prospectus (which notice
shall be irrevocable) and a concurrent copy thereof to the Trustee, redeem in whole, but not
in part, the outstanding Notes of the relevant series, in accordance with the requirements of
Applicable Banking Regulations in force at the relevant time, at their early tax redemption
amount, which shall be their principal amount, together with any accrued interest thereon
to (but excluding) the date fixed for redemption; provided, however, that (i) in the case of
(i)(a) above, no such notice of redemption may be given earlier than 90 days (or, in the case
of the Floating Rate Notes, a number of days which is equal to the aggregate number of
days falling within the then current Floating Rate Notes Interest Period plus 60 days) prior
to the earliest date on which Banco Santander would be obliged to pay such Additional
Amounts were a payment in respect of the Notes of the relevant series then due and
(ii) redemption for taxation reasons may only take place in accordance with Applicable
Banking Regulations in force at the relevant time and subject to Banco Santander obtaining

prior Supervisory Permission therefor, if required.

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"Applicable Banking Regulations" means at any time the laws, regulations, requirements,
guidelines and policies relating to capital adequacy, resolution and/or solvency then
applicable to Banco Santander and/or the Group including, without limitation to the
generality of the foregoing, those regulations, requirements, guidelines and policies relating
to capital adequacy, resolution and/or solvency then in effect of the Regulator (whether or
not such requirements, guidelines or policies have the force of law and whether or not they
are applied generally or specifically to Banco Santander and/or the Group).

"Regulator" means the European Central Bank, or such other or successor authority
exercising primary bank supervisory authority, in each case with respect to prudential
matters in relation to Banco Santander and/or the Group.

"Supervisory Permission" means, in relation to any action, such supervisory permission
(or, as appropriate, waiver) from the Regulator and/or the Relevant Resolution Authority as
is required therefor under Applicable Banking Regulations.

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

Reasons".
TLAC/MREL Redemption
If following the TLAC/MREL Requirement Date, a TLAC/MREL Disqualification Event
has occurred and is continuing, then Banco Santander may, subject to being permitted by
Applicable TLAC/MREL Regulations and having given not less than 30 nor more than 60
days' notice (ending, in the case of the Floating Rate Notes, on a Floating Rate Note
Interest Payment Date) to the holders of the affected Notes in accordance with the terms
described under "Description of Debt Securities--Notices" in the accompanying prospectus
(which notice shall be irrevocable) and a concurrent copy thereof to the Trustee, redeem in
whole but not in part the outstanding Notes of the affected series at their principal amount,
together with any accrued and unpaid interest thereon to (but excluding) the date fixed for
redemption.

Redemption for TLAC/MREL reasons is subject to Banco Santander obtaining prior
Supervisory Permission therefor, if required and may only take place in accordance with
Applicable TLAC/MREL Regulations in force at the relevant time.

"Applicable TLAC/MREL Regulations" means, at any time, the laws, regulations,
requirements, guidelines and policies then in effect in the Kingdom of Spain giving effect
to the MREL and the principles set forth in the FSB TLAC Term Sheet or any successor
principles then applicable to Banco Santander and/or the Group, including, without
limitation to the generality of the foregoing, CRD IV (as defined in the accompanying
prospectus), the BRRD and those regulations, requirements, guidelines and policies giving
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Document Outline

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