Current Report no. 35 (2025)

Notification from Banco Santander, S.A. regarding the commencement of the sale of a portion of its shares of the Santander Bank Polska S.A. through an accelerated book-building process.

NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, OR JAPAN OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE RESTRICTED OR PROHIBITED BY LAW.

The Management Board of Santander Bank Polska S.A. (the "Company") announces that on 1 December 2025, it was notified by the Company's shareholder - Banco Santander, S.A. (the "Shareholder") (the "Notification"), that after the submission of the Notification, an accelerated book-building process regarding the sale of Company's shares directed to certain institutional investors only (the "Placement"), with final terms of the transaction to be determined through such accelerated bookbuilding process, will begin.

The Placement will be exempt from the obligation to publish a prospectus within the meaning of the applicable laws or any other information or offering document for its purposes and will be addressed solely to qualified investors within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation") or conducted in any other circumstances falling within Article 1(4) of the Prospectus Regulation.

The purpose of the Placement will be the sale by the Shareholder of 3,576,626 dematerialised ordinary bearer shares in the Company representing c. 3.5% of the shares in the Company's share capital and representing c. 3.5% of the total number of votes in the Company (the "Sale Shares"). Assuming the sale of all Sale Shares within the Placement, the Shareholder will hold 59,984,148 shares in the Company, representing c. 58.7% of the shares in the Company's share capital and c. 58.7% of the total number of votes in the Company.

Pursuant to the Notification:

• The book-building process will commence immediately and can be completed at any time.
• Sale price and the final number of the Sale Shares will be announced after the closing of the book-building process.
• The Shareholder reserves the right to, at any time, change the terms and dates of the Placement, suspend the Placement and/or cancel the Placement.
• Following the Placement and subsequent to the completion of envisaged sale of approximately 49% stake in Santander Bank Polska to Erste Group Bank AG ("Erste") announced on 5 May 2025 by the Shareholder, the Shareholder will hold approximately 9.7% of shares in Santander Bank Polska. The Shareholder will remain committed to the Polish market through Santander Consumer and its planned strategic collaboration with Erste which aims to leverage each firm's respective strengths and footprint in Corporate & Investment Banking (CIB) and while allowing Erste access to Santander's payments platforms.
• The Placement is aligned with the Shareholder's strategic focus on proactive capital optimization to create shareholder value.
• In relation to the Placement, the Shareholder has undertaken to comply with a lock-up undertaking in respect of the remaining shares held by the Shareholder in the Company for a period of 90 days from the date of the settlement of the sale transactions of the Sale Shares within the Placement (lock-up). The lock-up undertaking is subject to customary exemptions and allows for the completion of transaction with Erste.

In connection with the Placement, Banco Santander, S.A. (in its capacity as a manager and not as the Shareholder selling the Sale Shares), Santander Bank Polska S.A. - Santander Brokerage Poland (Santander Biuro Maklerskie), Bank Handlowy w Warszawie S.A. - Brokerage Office of Bank Handlowy, Citigroup Global Markets Europe AG, BofA Securities Europe SA and Goldman Sachs Bank Europe SE act as the Joint Global Coordinators and Joint Bookrunners. Erste Group Bank AG and Erste Securities Polska S.A. act as the co-managers.

This material does not constitute an advertisement within the meaning of Article 22 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

Neither this material nor any part hereof is intended for distribution, whether directly or indirectly, within the territory of or in the United States of America or other jurisdictions where such distribution, publication, or use may be subject to restrictions or may be prohibited by law. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may only be offered or sold within the United States under an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

This material (and the information therein) does not contain or constitute or form part of any offer or invitation, or any solicitation or recommendation of an offer, for securities, and under no circumstances shall it form the basis of a decision on whether or not to invest in the securities of the Company. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

None of the Joint Bookrunners and co-managers or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement).

Citigroup Global Markets Europe AG and Goldman Sachs Bank Europe SE are authorised and supervised by the European Central Bank and the Federal Financial Supervisory Authority (Bundesanstalt fr Finanzdienstleistungsaufsicht) and are acting as Joint Global Coordinators and Joint Bookrunners for the Shareholder and no-one else in connection with the transaction. BofA Securities Europe SA is authorised and supervised by the European Central Bank and the Autorit de Contrle Prudentiel et de Rsolution (ACPR) and regulated by and regulated by the ACPR and the Autorit des Marchs Financiers and is acting as Joint Global Coordinator and Joint Bookrunner for Santander and no-one else in connection with the transaction. Bank Handlowy w Warszawie S.A. - Brokerage Office of Bank Handlowy and Santander Bank Polska - Santander Brokerage Poland which are authorised and supervised by Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) and act for the Shareholder as Joint Global Coordinators and Joint Bookrunners and no-one else in connection with the services under the Placement. Erste Group Bank AG is authorised and supervised by the European Central Bank and the Austrian Financial Market Authority (sterreichische Finanzmarktaufsichtsbehörde) and acts for the Shareholder as co-manager and no-one else in connection with the services under the Placement. Erste Securities Polska S.A. is authorised and supervised by Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) and act for the Shareholder as co-manager and no-one else in connection with the services under the Placement.

Legal basis:
Art. 17 of MAR.

17:41, 1 Dec 2025