Current Report no. 26 (2025)

16 june 2025

Granting consent to the conclusion of an agreement for the sale of shares held by the Bank in Santander Consumer Bank S.A. and the conclusion of an agreement with Santander Consumer Finance S.A. in this regard.

In relation to the current report no. 24/2025 dated 12 May 2025, the Management Board of Santander Bank Polska S.A. ("the Bank") informs that on 16 June 2025, following the approval of the Management Board and the Supervisory Board on 16 June 2025, an preliminary agreement was concluded with Santander Consumer Finance S.A. for the sale of 3,120,000 shares in Santander Consumer Bank S.A. representing 60% of the share capital of that company and 60% of the share in the total number of votes, for a total sale price of PLN 3,105,000,000 (the "Transaction"). For the purpose of completing the Transaction, on 13 June 2025, Ernst & Young spółka z ograniczoną odpowiedzialnością Corporate Finance sp.k. issued a fairness opinion for the Bank's Management Board on the financial terms of the Transaction, which opinion is attached as attachment no. 1 to this report.

Detailed information on the Transaction can be found in the attachment no. 2 to this report.

At the same time, the Bank points out that the actual impact of the Transaction on the Bank's equity might differ from the one that can be estimated at the date of this report, which is presented in the attachment no. 2 to this report.

The closing of the Transaction referred to above will take place subject to the receipt of all regulatory approvals and the fulfilment of the other conditions set out in the Transaction documentation.

The Bank will announce the closing of the Transaction and the conclusion of the final agreement for the sale of the aforementioned shares in a separate current report, in accordance with the regulations.