The authorisation granted hereby may be used to undertake commitments to deliver shares in relation to the
engagements that occur during financial year 2021 and during financial year 2022, until the ordinary general meeting is held in 2022.
Eleven E
Plan for employees of Santander UK Group Holdings plc. and other companies of the Group in the United Kingdom by means of options on shares of the
Bank linked to the contribution of periodic monetary amounts and to certain continuity requirements.
To approve, inasmuch as it is a remuneration
system that includes the delivery of shares of the Bank or of rights thereon or that is linked to the price of the shares, the implementation of a voluntary savings plan (sharesave scheme) intended for the employees of Santander UK Group
Holdings plc., of companies within the subgroup thereof and of the other companies of the Santander Group registered in the United Kingdom (in which the Group directly or indirectly holds at least 90% of the capital), including employees at United
Kingdom branches of Banco Santander, S.A. or of companies within its Group (and in which the Group directly or indirectly holds at least 90% of the capital), which has been approved by the board of directors on the terms and conditions described
below:
A plan in which between 5 and 500 pounds Sterling is deducted from the employees net pay every month, as chosen by the employee, who may, at
the end of the chosen period (3 or 5 years), choose between collecting the amount contributed, the interest accrued and a bonus (tax-exempt in the United Kingdom), or exercising options on shares of Banco
Santander, S.A. in an amount equal to the sum of such three amounts at a fixed price. In case of voluntary resignation, the employee will recover the amount contributed to that time, but will forfeit the right to exercise the options.
The exercise price in pounds Sterling will be the result of reducing by up to a maximum of 20% the average of the purchase and sale prices of Santander shares
at the close of trading in London for the 3 trading days prior to the reference date. In the event that these listing prices are unavailable for any reason, such reduction will be applied to the average price weighted by average traded volumes on
the Spanish Mercado Continuo for the 15 trading days prior to the reference date. This amount will be converted into pounds Sterling using, for each day of listing, the average exchange rate for that day as published in the Financial Times,
London edition, on the following day. The reference date will be set in the final approval of the plan by the British Tax Authority (invitation date) and will occur between 21 and 41 days following the date of publication of the
consolidated results of Banco Santander, S.A. for the first half of 2021.
The employees must decide upon their participation in the plan within a period
between 42 and 63 days following publication of the consolidated results of Banco Santander, S.A. for the first half of 2021.
The maximum monthly amount
that each employee may assign to all voluntary savings plans subscribed by such employee (whether for the plan to which this resolution refers or for other past or future sharesave schemes) is 500 pounds Sterling.
The maximum number of shares of Banco Santander, S.A. to be delivered under this plan, approved for 2021, is 25,025,216, equal to 0.14% of the share capital
as of the date of the call to meeting.
The plan is subject to the approval of the tax authorities of the United Kingdom. Each of the subgroups and
companies covered by the plan will ultimately decide whether or not to implement this plan in connection with its employees.
Without prejudice to the
generality of the provisions of resolution Twelve below, and without prejudice to the powers of the board of directors in remuneration matters under the Bylaws and the rules and regulations of the board, the board of directors is hereby authorised,
as required, to the broadest extent permitted by law and with the express power of delegation to the executive committee, to carry out any acts that may be necessary or merely appropriate in order to implement the aforementioned plan, as well as to
further develop and elaborate, to the extent required, on the rules set forth herein. All of the foregoing will also be deemed to be without prejudice to the acts that the decision-making bodies of Santander UK Group Holdings plc., of companies
within the subgroup thereof and of the other companies of the Santander Group registered in the United Kingdom or having branches therein and referred to in the first paragraph above, have already performed or may hereafter perform in the exercise
of their powers, within the framework defined by this resolution of the shareholders acting at the meeting, in order to implement the plan and to establish, develop and elaborate on the rules applicable thereto.
This document is a translation of an
original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.