Banco Santander, S.a. · BME:SAN
Banco Santander — Merger or Acquisition (July 2025)
17 slides from Banco Santander's merger presentation, Jul 1, 2025
Slide 1: Santander acquisition of TSB
1 July 2025 Santander acquisition of TSB
Slide 2: Important information
Important information Non-IFRS and alternative performance measures Banco Santander, S.A. (“Santander”) cautions that this presentation may contain financial information prepared according to International Financial Reporting Standards (IFRS) and taken from our consolidated financial statements, as
Slide 3: Important information
Important information • exposure to market risks (e.g., risks from interest rates, foreign exchange rates, equity prices and new benchmark indices); • potential losses from early loan repayment, collateral depreciation or counterparty risk; • political instability in Spain, the UK, other European co
Slide 4: Cost synergies, CET1 impact, price and returns
Cost synergies CET1 impact £400mn+ 50bps At least 13% of combined cost base1 Price Return on invested capital Group EPS accretion 2028 £2.65bn c.5x2 P/E post synergies 20%+ c.4% SAN UK RoTE 16% Post integration Notes: 4 (1) % of 2024A cost base. (2) Estimates based on 2026 Visible Alpha consensus da
Slide 5: All-cash acquisition of TSB – Transaction highlights
All-cash acquisition of TSB – Transaction highlights ▪ £2.65 billion valuation in cash, on closing* Acquisition of 100% ▪ 9.8x consensus 2026 earnings, or c.5x post identified cost synergies of TSB ▪ 1.45x Q1’25 TNAV ▪ In-market, low risk transaction with high cost-synergies ▪ Improves our franchise
Slide 6: TSB at a glance
TSB at a glance UK Retail focused bank £34bn >70% ▪ With low-risk retail mortgages Mortgage book % of book with <70% LTV High quality deposit franchise £35bn 1.5% ▪ Higher proportion of current accounts Customer deposits Cost of deposits Limited scale benefits 2% 2% ▪ Small market shares Mortgage ma
Slide 7: Clear strategic and financial rationale for a high risk-adjusted return asset
Clear strategic and financial rationale for a high risk-adjusted return asset Strategic Financial Significant cost synergies from operational overlap and One Opportunity to gain scale in a core market for Santander Transformation Attractive franchise comprising high quality current account Enhances
Slide 8: Opportunity to gain scale in a core market for Santander
Opportunity to gain scale in a core market for Santander Mortgage market shares Combined UK franchise As of Santander FY2024 UK + TSB Combined 12% +£46bn 10% Total assets £255bn £301bn 2% Combined SAN UK TSB +£34bn Mortgages £165bn £199bn Personal current account deposit balances (£bn)1 +£35bn 74 62
Slide 9: Attractive franchise comprising high quality deposits and prime mortgages
Attractive franchise comprising high quality deposits and prime mortgages Customer loans1 Customer deposits1,2 Net Interest Margin As of 2024 As of 2024 As of 2024 £196bn Cost of deposits 1.5% 2.3% 2.7% 2.1% £176bn TSB Santander UK £36bn £35bn Structural hedge avg. yield TSB Santander UK TSB Santand
Slide 10: In-depth analysis provided high degree of visibility into potential cost synergies
In-depth analysis provided high degree of visibility into potential cost synergies One single organization focused on Rationalisation of branch network Discontinue non-mandatory IT until migration then focus Talent retention and minimizing and structure optimizing overlaps on decommissioning TSB Pla
Slide 11: Enhancing the returns from our UK franchise to 16% in 2028
Enhancing the returns from our UK franchise to 16% in 2028 One Transformation benefits compounded by additional scale, despite only considering benefits from cost synergies for TSB integration RoTE improvement path +2pp 16% Enabled by improved +3pp 14% operational opportunity 11% for Santander UK ▪
Slide 12: We have a proven track record in execution with a strong team
We have a proven track record in execution with a strong team ▪ Confidence in TSB integration is underpinned by consistent operational track record and implementation of One Transformation. ▪ Santander is one of the few global banks which builds and operates its own core systems ▪ The integration te
Slide 13: A bolt-on consistent with our capital hierarchy with RoIC above 20%
A bolt-on consistent with our capital hierarchy with RoIC above 20% CET1 path 2024 TSB financial metrics2 TSB acquisition +c.100bps 13.5% -c.50bps 15.4% CET1 13% -50bps 13% 5.0% Leverage ratio 2025 Poland Share buyback 2025 CET1 impact 2025 £11.25bn RWAs Standalone disposal post Poland1 Proforma pos
Slide 14: Shareholder remuneration targets re-affirmed
Shareholder remuneration targets re-affirmed1 ✓ Reiterate at least €10bn in share buybacks for 2025 and 2026 earnings ✓ We have already committed to accelerate the €10bn using 50% of the proceeds of Poland disposal to early 2026 ✓ Still potential to exceed SBB commitment through higher organic capit
Slide 15: In summary, the acquisition of TSB is another example of the strong execution of our strategy
In summary, the acquisition of TSB is another example of the strong execution of our strategy Complementary to strategic 1 aims ▪ Significantly improves our franchise in one of our core markets Highly attractive financial 2 impact ▪ EPS accretive and RoIC well above additional share buybacks. ▪ Disc
Slide 16: Additional notes
Additional notes (1) The information provided by visible alpha cited herein provided “as is” and “as available” without warranty of any kind. Use of any Visible Alpha data is at your own risk and Visible Alpha disclaims any liability for use of the Visible Alpha data. Although the information is obt
Slide 17: Thank You.
Thank You. Our purpose is to help people and businesses prosper. Our culture is based on believing that everything we do should be: