Banco Santander, S.a. · BME:SAN
Banco Santander — Merger or Acquisition (May 2025)
9 slides from Banco Santander's merger presentation, May 5, 2025
Slide 1: Sale of 49% stake in Santander Bank Polska to Erste Group
5 May 2025 Sale of 49% stake in Santander Bank Polska to Erste Group
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: Sale of 49% stake in Santander Bank Polska to Erste Group
Sale of 49% stake in Santander Bank Polska to Erste Group Sale of c.49% of ▪ All-cash transaction at 584 zlotys per Santander Bank Polska share for a total consideration of approximately €6.8 billion ▪ 2.2x Q1 2025 TBV adjusted for the 2024 dividend, and 11x 2024 earnings Santander Bank Polska ▪ Pre
Slide 5: Track record of value creation in Poland
Track record of value creation in Poland 2011 Entered in 2011 through a majority stake acquisition in Bank Zachodni WBK €3.1bn Capital invested 2013 Merger of Bank Zachodni WBK and KBC’s Polish banking arm Kredyt Bank 2014 BZ WBK acquired 60% of Santander Consumer Bank from Santander Consumer Financ
Slide 6: Clear strategic and financial rationale
Clear strategic and financial rationale 1 Simplify Santander’s global footprint to increase focus on strategically connected markets 2 Crystalise value at a significant premium to the Group’s valuation Reinvest capital in value accretive opportunities aligned with Santander’s strategic footprint and
Slide 7: Significant capital release
Significant capital release Use of proceeds CET1 transaction impact Net capital gain • Proceeds to be used in a manner consistent with CET1 (1) existing capital hierarchy December 2025 expected c€2bn • Post-transaction, Santander to temporarily run with a CET1 ratio above its target operating range
Slide 8: Impact on Santander's primary segments
Impact on Santander’s primary segments Retail & Corporate & Wealth Digital Commercial Investment Payments Management & Consumer Bank Banking Banking Insurance Deconsolidation of Santander Bank Polska Addition of dividend No impact on consolidated income from retained P&L stake in Santander Bank Pols
Slide 9: 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: