BANCO SANTANDER, S.A. ANNOUNCES A TENDER OFFER FOR ONE SERIES OF ITS U.S. DOLLAR-DENOMINATED ADDITIONAL TIER 1 SECURITIES

About this update from Banco Santander, S.a.

MADRID, May 27, 2026 /PRNewswire/ -- Banco Santander, S.A. (the "Offeror" or "Banco Santander") is today announcing that it is commencing a tender offer (the "Offer") to purchase for cash up to $850,000,000 (the "Maximum Offer Amount") of one series of its outstanding U.S. dollar-denominated Additional Tier 1 Securities. The Offer The Offer is being made on the terms and subject to the conditions set out in the Offer to Purchase dated May 27, 2026 (the "Offer to Purchase"). Capitalized terms not otherwise defined in this announcement have the same meaning as in the Offer to Purchase. The Offer consists of an offer to purchase for cash up to the Maximum Offer Amount of the outstanding 4.750% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities of Banco Santander (the "Securities"). Rationale of the Offer The rationale for the Offer is to efficiently manage Banco Santander's Tier 1 capital position and optimize the liquidity and debt maturity profile of Banco Santander. Securities purchased by Banco Santander pursuant to the Offer will be cancelled and will not be re-issued or re-sold. Securities which have not been validly submitted and accepted for purchase pursuant to the Offer will remain outstanding. The table below sets forth certain information relating to the Offer: Maximum Offer Amount Banco Santander proposes to accept Securities for purchase up to the Maximum Offer Amount on the terms and subject to the conditions contained in the Offer to Purchase (although Banco Santander reserves the right, in its sole and absolute discretion and for any reason, to increase or decrease the Maximum Offer Amount). Acceptance of Securities and Pro-Ration The acceptance of any Securities validly tendered is at the sole and absolute discretion of Banco Santander and Banco Santander reserves the absolute right not to accept any Securities validly tendered pursuant to the Offer. If Banco Santander decides to accept Securities for purchase pursuant to the Offer and in the event that valid Tender Instructions are received in respect of an aggregate nominal amount of Securities which is greater than the Maximum Offer Amount, such Tender Instructions will be accepted on a pro rata basis such that the aggregate nominal amount of Securities accepted for purchase is no greater...

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