Notwithstanding any other term of this Note or any other agreements, arrangements, or
understandings between the Company and any Holder of the SP 2028 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 SP 2028 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 SP 2028 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 establishing a
framework for the recovery and resolution of credit institutions and investment firms or such other directive as may come into effect in place thereof, as amended from time to time.
RD 1012/2015 means Royal Decree 1012/2015, of 6 November, 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 inversion), as amended or superseded 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.
B-10