REG - Banco Santander S.A. - Strategic plans, profit forecasts & payout policy

Banco Santander SAAnnouncement

25/02/2026 07:05

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RNS Number : 3267U  Banco Santander S.A.  25 February 2026

Santander sets a new standard for profitable growth, targeting more than 210
million customers, over €20 billion profit and more than double cash
dividend per share by 2028

 

 

·    At today's Investor Day in London, the bank will outline its
strategic plan for the next three-year cycle, including key financial and
operational targets.

·    The bank expects to see continued growth in customers across all
markets, growing its customer base from 180 million at the end of 2025 to more
than 210 million by 2028, further strengthening its position as the leading
bank by customers across Europe and the Americas.

·    This growth, when combined with the ongoing benefit of the bank's ONE
Transformation programme, is expected to result in a return on tangible equity
(RoTE) above 20% by 2028, and well into double-digit growth in earnings per
share.

·      This growth is expected to enhance capital generation and
returns, more than doubling the cash dividend per share versus 2025 and
accelerating to high teens growth in value creation by 2028. The bank will
increase the cash dividend to c.35% of group profit from 2027 results,
allocating c.15% to share buybacks 1  (#_ftn1) .

·    In addition, Santander's board of directors has submitted a final
cash dividend for 2025 of 12.5 euro cents per share for approval at the
forthcoming general shareholders' meeting. As a result, the total cash
dividend per share for 2025 will be 24 euro cents, up over 14% versus the
previous year.

·    Deborah Vieitas to join the group board.

 

 

London, 25 February 2026 - PRESS RELEASE

Banco Santander today presents its strategic plan for 2026-2028 at its
Investor Day in London, marking the next phase of value creation for the bank.

 

The plan builds on the successful delivery of the 2023-2025 strategic cycle
and sets a roadmap for structurally higher returns over the coming years. Ana
Botín (executive chair), Héctor Grisi (CEO) and Jose García Cantera (CFO)
will outline the group's strategy and key financial and operational targets,
which include the following 2  (#_ftn2) :

·      By 2028, the bank aims to reach more than 210 million customers,
up from 180 million at the end of 2025, further strengthening its position as
the leading bank by customers across Europe and the Americas.

·    By growing revenue mid-single digit and reducing total costs 3 
(#_ftn3) every year (resulting in an efficiency ratio of c.36% by 2028), the
bank expects to achieve a profit of more than €20 billion by 2028.

·    This would result in a return on tangible equity (RoTE) above 20% in
2028, supported by double-digit earnings per share growth every year in
2026-2028.

·    The bank will increase cash dividend payout to c.35% of group profit
from 2027 results onwards, with c.15% allocated to share buybacks(1), and more
than double the cash dividend per share versus 2025.

·    Accelerating to high teens annual growth in tangible net asset value
plus dividend per share (TNAVps+DPS) by 2028.

 

Capital strength will remain a cornerstone of the strategy. Santander expects
to operate in 2028 with a CET1 ratio of approximately 13%, within the 12-13%
operating target range.

 

The board intends to maintain its shareholder remuneration policy of
distributing around 50% of profit through a combination of cash dividends and
share buybacks, subject to corporate and regulatory approvals. The bank has
already committed to distributing at least €10 billion in share buybacks
from 2025-2026 earnings, with €5 billion launched earlier this month and
€1.7 billion already executed in 2025. The board also intends to return to
shareholders any excess capital above 13% at the end of the plan.

 

In 2025, Santander delivered a record attributable profit of €14.1 billion
in 2025, marking the successful completion of its three-year strategic cycle.
Over the 2023-2025 period, earnings per share increased 68%, while tangible
net asset value per share plus dividend per share increased by 14% per year on
average. Since 2021, including the newly announced €5 billion buyback,
Santander will have returned €16.2 billion to shareholders through share
buybacks, representing approximately 18% of its outstanding shares. Over the
2023-2025 period, Santander's share price increased by over 250%.

 

These results reflect the strength of Santander's diversified model, the
impact of ONE Transformation and the growing contribution of its global
businesses, demonstrating the group's ability to translate scale and
simplification into higher returns. This performance provides a strong
starting point for the next phase of value creation.

 

Ana Botín, Santander's executive chair, said:

"Our strategic plan for 2026-28 sets a new standard for profitable growth,
with the aim to serve more than 210 million customers across Europe and the
Americas. Customer growth, together with disciplined execution of ONE
Transformation, will drive higher revenues and structurally lower costs,
resulting in an efficiency ratio of c.36% and a RoTE above 20% by 2028.

 

With the acquisitions of TSB in the UK and Webster in the US, once fully
integrated, we will achieve top-tier profitability - 16% in the UK and 18% in
the US - in two of Santander's core markets.

 

We are building a global financial services platform, leveraging a decade of
investment in technology and AI. Our unique advantage, global and in-market
scale, creates powerful network effects and a competitive moat that is
difficult to replicate.

 

The trust we have built in Santander over 168 years of delivery, our ability
to operate profitably in the most regulated markets, and our physical presence
- thousands of branches and colleagues connecting with customers every day -
give us a competitive edge in the AI era that few can match.

 

As over the past decade, I am confident we will deliver again. Sustainable,
profitable growth is the foundation of our capital generation and what enables
us to provide compounding returns and distributions over the long term."

 

ONE Transformation

A central pillar of the plan is the continued execution of ONE Transformation,
which is delivering efficiency gains and operational leverage across the group
through the scaling of common technology platforms across the bank's global
businesses. Santander expects to improve its efficiency ratio through further
simplification of products and processes, increased collaboration across its
global businesses and the scaling of common technology platforms.

 

Investments in data & AI are a key lever of ONE Transformation, fully
embedded in the businesses and focused on hyper-personalized customer
journeys, AI-powered frontline productivity and end-to-end process automation.
By 2028, the bank expects to generate more than €1 billion of business value
annually (cost savings plus revenues) from data and AI initiatives,
contributing around 1 percentage point of the group's cost-to-income
improvement.

 

Santander will continue to leverage its five global businesses (Retail,
Openbank, CIB, Wealth and Payments) to optimize returns and enhance customer
value.

 

·    In Retail, the focus is on becoming a global digital bank with
branches, increasing digital sales and reducing cost-to-serve.

·    In Openbank, the global consumer business, is scaling as a connected
and efficient digital platform across markets.

·    In CIB, capital-light, fee-based activities will continue to grow,
while enhancing operational leverage.

·    In Wealth, assets under management and insurance penetration will
expand, improving profitability.

·    In Payments, revenue will continue to grow at a double-digit pace,
supported by scale and interconnected platforms, with improving margins.

 

Capital allocation

Disciplined capital allocation remains central to the strategy, focusing on
businesses and markets capable of generating returns above the cost of equity.
The bank's successful M&A strategy in the past 12 months is simplifying
the group's footprint while strengthening the bank's presence in two critical
markets in the UK with TSB and in the US with Webster.

 

The bank's businesses in the UK and US are expected to reach RoTE of c.16% and
c.18% respectively by 2028, in line with the most profitable banks in their
peer groups, while around 80% of the group's overall  loan book and c.65% of
operating profit before tax will be generated in hard currency markets,
enhancing earnings resilience and reducing volatility.

 

Final dividend

The board of directors of Banco Santander is today announcing its decision to
submit a final cash dividend against 2025 profit of 12.5 euro cents per share
for approval at the forthcoming annual general meeting (AGM), expected to be
held on 27 March 2026. As a result, the total cash dividend per share charged
to 2025 results will be 24 euro cents, an increase of over 14% compared to the
cash dividend against 2024 results (21 euro cents). The final cash dividend
for 2025 will be paid on 5 May 2026.

 

The total shareholder remuneration against 2025 results will be approximately
€7.05 billion (around 50% of the group's attributable profit for 2025),
divided approximately equally between cash dividends and share buyback
programmes. It represents an equivalent yield of approximately 4.5%(( 4 
(#_ftn4) )). The Santander share price has increased over 75% in the last 12
months. Earlier this month, the bank started a c.€5 billion share buyback,
comprising c.€1.8 billion against the second-half of 2025 results, as well
as c.€3.2 billion linked to excess capital from the sale of 49% of Santander
Poland.

 

From 2027 results onwards, the group intends to increase the cash dividend
component of shareholder remuneration to around c.35% of group profits (versus
25% today), with c.15% allocated to share buybacks, and aims to more than
double the cash dividend per share by 20281 versus 2025.

 

The recording of the Investor Day and the presentations will be available on
Santander corporate website after the event (view
(https://www.santander.com/en/shareholders-and-investors/corporate-events/investor-day)
).

 

New board member

The board is also submitting to the shareholders' meeting the appointment of
Deborah Vieitas as a new independent director, subject to regulatory approval.
Vieitas will fill the vacancy left by Homaira Akbari, who has informed that
she will not stand for re-election and will therefore step down following this
year's shareholders' meeting.

 

Deborah Vieitas currently serves as non-executive chair of Banco Santander
Brasil and brings extensive executive experience in international banking and
financial markets, having held senior leadership positions at international
and Brazilian financial institutions. She previously served as CEO of the
Brazilian subsidiary of Caixa Geral de Depósitos and held senior roles at
global financial institutions including BNP Paribas and Crédit Commercial de
France. Her appointment further strengthens the board's international
expertise, financial services experience and geographic diversity.

 

 

 Group targets for 2026-2028                                                                Previous period 5  (#_ftn5)
 Based on macro consensus                                                                   2022               2025                    Variation
 Shareholder remuneration   50% payout (cash dividend + buybacks) in 2026-2028              40%                50%                     -

                            Increase cash dividend to 35% of profits from 2027 results(1)   20%                25%                     -
 Cash dividend              More than double cash dividend per share by 2028                12 euro cents      24 euro cents           +100%
 RoTE                       More than 20% in 2028                                           13.4%              16.3%(( 6  (#_ftn6) ))  -
 Revenue                    Up mid-single digit every year(3)                               €52.2 billion      €62.4 billion           +20%
 Costs                      Total costs down every year(3)                                  €23.9 billion      €25.7 billion           +8%
 Profit                     Over €20 billion                                                €9.6 billion       €14.1 billion           +47%
 Earnings per share (EPS)   Double-digit growth every year                                  54 euro cents      91 euro cents           +68%
 CET1                       c.13% (operating range of 12-13%)                               12%                13.5%                   -
 Number of customers        More than 210 million in 2028                                   160 million        180 million             +13%
 Efficiency ratio           c.36% in 2028                                                   45.8%              41.2%(6)                -
 Cost of risk               1-1.10% average in 2026-2028                                    0.99%              1.15%(6)                -
 TNAV + Dividend per share  Accelerating to high teens by 2028                              Double-digit growth in 2023-2025           -

 

 Businesses targets for 2026-2028
                          Retail             Openbank          CIB                Wealth        Payments
 Fee income CAGR 25-2028  High-single digit  Low-single digit  High-single digit  Double digit  Double digit
 Efficiency ratio         <35%               <32%              <43%               <30%          -
 RoTE in 2028             >21%               c.16%             >20%               >60%          c.45% EBITDA margin

Important information

Non-IFRS and alternative performance measures

Banco Santander, S.A. ("Santander") cautions that this report may contain
financial information prepared according to International Financial Reporting
Standards (IFRS) and taken from our consolidated financial statements, as well
as alternative performance measures (APMs) as defined in the Guidelines on
Alternative Performance Measures issued by the European Securities and Markets
Authority (ESMA) on 5 October 2015, and other non-IFRS measures. The APMs and
non-IFRS measures were calculated with information from Grupo Santander;
however, they are neither defined or detailed in the applicable financial
reporting framework nor audited or reviewed by our auditors. We use the APMs
and non-IFRS measures when planning, monitoring and evaluating our
performance. We consider them to be useful metrics for our management and
investors to compare operating performance between accounting periods.

Nonetheless, the APMs and non-IFRS measures are supplemental information;
their purpose is not to substitute the IFRS measures. Furthermore, companies
in our industry and others may calculate or use APMs and non-IFRS measures
differently, thus making them less useful for comparison purposes. APMs using
environmental, social and governance labels have not been calculated in
accordance with the Taxonomy Regulation or with the indicators for principal
adverse impact in SFDR.

For more details on APMs and non-IFRS measures, please see the 2024 Annual
Report on Form 20-F filed with the U.S. Securities and Exchange Commission
(the SEC) on 28 February 2025
(https://www.santander.com/content/dam/santander-com/en/documentos/informacion-sobre-resultados-semestrales-y-anuales-suministrada-a-la-sec/2025/sec-2024-annual-20-f-2024-en.pdf),
as well as the section "Alternative performance measures" of Banco Santander,
S.A. (Santander) 2025 Annual Report, which is being published on the date
hereof.

Forward-looking statements

Santander hereby warns that this report may contain 'forward-looking
statements', as defined by the US Private Securities Litigation Reform Act of
1995. Such statements can be understood through words and expressions like
'expect', 'project', 'anticipate', 'should', 'intend', 'probability', 'risk',
'VaR', 'RoRAC', 'RoRWA', 'TNAV', 'target', 'goal', 'objective', 'estimate',
'future', 'ambition', 'aspiration', 'commitment', 'commit', 'focus', 'pledge'
and similar expressions. They include (but are not limited to) statements on
future business development, shareholder remuneration policy and non-financial
information. However, risks, uncertainties and other important factors may
lead to developments and results that differ materially from those
anticipated, expected, projected or assumed in forward-looking statements. The
important factors below (and others mentioned in this report), as well as
other unknown or unpredictable factors, could affect our future development
and results and could lead to outcomes materially different from what our
forward-looking statements anticipate, expect, project or assume:

·      general economic or industry conditions (e.g., an economic
downturn; higher volatility in the capital markets; inflation; deflation;
changes in demographics, consumer spending, investment or saving habits; and
the effects of the wars in Ukraine, the uncertainties following the ceasefire
agreement in the Middle East or the outbreak of public health emergencies in
the global economy) in areas where we have significant operations or
investments;

·      exposure to operational risks, including cyberattacks, data
breaches, data losses and other security incidents;

·      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 countries,
Latin America and the US;

·      changes in monetary, fiscal and immigration policies and trade
tensions, including the imposition of tariffs and retaliatory responses;

·      legislative, regulatory or tax changes (including regulatory
capital and liquidity requirements) and greater regulation prompted by
financial crises;

·      acquisitions, integrations, divestitures and challenges arising
from deviating management's resources and attention from other strategic
opportunities and operational matters;

·      climate-related conditions, regulations, targets and weather
events;

·      uncertainty over the scope of actions that may be required by us,
governments and other to achieve goals relating to climate, environmental and
social matters, as well as the evolving nature of underlying science and
potential conflicts and inconsistencies among governmental standards and
regulations. Important factors affecting sustainability information may
materially differ from those applicable to financial information.
Sustainability information is based on various materiality thresholds,
estimates, assumptions, judgments and underlying data derived internally and
from third parties. Sustainability information is thus subject to significant
measurement uncertainties, may not be comparable to sustainability information
of other companies or over time or across periods and its inclusion is not
meant to imply that the information is fit for any particular purpose or that
it is material to us under mandatory reporting standards. The sustainability
information is for informational purposes only, without any liability being
accepted in connection with it except where such liability cannot be limited
under overriding provisions of applicable law;

·      our own decisions and actions, including those affecting or
changing our practices, operations, priorities, strategies, policies or
procedures; and

·      changes affecting our access to liquidity and funding on
acceptable terms, especially due to credit spread shifts or credit rating
downgrade for the entire group or core subsidiaries.

Additionally, Webster Financial Corporation's ("Webster") and Santander's
actual results, financial condition and achievements may differ materially
from those indicated in these forward-looking statements. Important factors
that could cause Webster's and Santander's actual results, financial condition
and achievements to differ materially from those indicated in such
forward-looking statements include, in addition to those set forth in
Webster's and Santander's filings with the SEC: (1) the risk that the cost
savings, synergies and other benefits from the acquisition of Webster by
Santander (the "Transaction") may not be fully realized or may take longer
than anticipated to be realized, including as a result of changes in, or
problems arising from, general economic and market conditions, interest and
exchange rates, monetary policy, laws and regulations and their enforcement,
and the degree of competition in the geographic and business areas in which
Webster and Santander operate; (2) the failure of the closing conditions in
the Transaction agreement by and among Webster, Santander and a wholly owned
subsidiary of Webster providing for the Transaction to be satisfied, or any
unexpected delay in closing the Transaction or the occurrence of any event,
change or other circumstances that could delay the Transaction or could give
rise to the termination of the Transaction agreement; (3) the outcome of any
legal or regulatory proceedings or governmental inquiries or investigations
that may be currently pending or later instituted against Webster, Santander
or the combined company; (4) the possibility that the Transaction does not
close when expected or at all because required regulatory, stockholder or
other approvals and other conditions to closing are not received or satisfied
on a timely basis or at all (and the risk that such approvals may result in
the imposition of conditions that could adversely affect the combined company
or the expected benefits of the proposed Transaction); (5) disruption to the
parties' businesses as a result of the announcement and pendency of the
Transaction; (6) the costs associated with the anticipated length of time of
the pendency of the Transaction, including the restrictions contained in the
definitive Transaction agreement on the ability of Webster to operate its
business outside the ordinary course during the pendency of the Transaction;
(7) risks related to management and oversight of the expanded business and
operations of the combined company following the closing of the proposed
Transaction; (8) the risk that the integration of Webster's operations with
Santander's will be materially delayed or will be more costly or difficult
than expected or that the parties are otherwise unable to successfully
integrate each party's businesses into the other's businesses; (9) the
possibility that the Transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; (10)
reputational risk and potential adverse reactions of Webster's or Santander's
customers, employees, vendors, contractors or other business partners,
including those resulting from the announcement or completion of the
Transaction; (11) the dilution caused by Santander's issuance of additional
ordinary shares and corresponding American depositary shares, each
representing the right to receive one of its ordinary shares ("ADSs"), in
connection with the Transaction; (12) the possibility that any announcements
relating to the Transaction could have adverse effects on the market price of
Webster's common stock and Santander's ordinary shares and ADSs; (13) a
material adverse change in the condition of Webster or Santander; (14) the
extent to which Webster's or Santander's businesses perform consistent with
management's expectations; (15) Webster's and Santander's ability to take
advantage of growth opportunities and implement targeted initiatives in the
timeframe and on the terms currently expected; (16) the inability to sustain
revenue and earnings growth; (17) the execution and efficacy of recent
strategic investments; (18) the impact of macroeconomic factors, such as
changes in general economic conditions and monetary and fiscal policy,
particularly on interest rates; (19) changes in customer behavior; (20)
unfavorable developments concerning credit quality; (21) declines in the
businesses or industries of Webster's or Santander's customers; (22) the
possibility that the combined company is subject to additional regulatory
requirements as a result of the proposed Transaction or expansion of the
combined company's business operations following the proposed Transaction;
(23) general competitive, political and market conditions and other factors
that may affect future returns of Webster and Santander, including changes in
asset quality and credit risk; (24) security risks, including cybersecurity
and data privacy risks, and capital markets; (25) inflation; (26) the impact,
extent and timing of technological changes; (27) capital management
activities; (28) competitive product and pricing pressures; (29) the outcomes
of legal and regulatory proceedings and related financial services industry
matters; and (30) compliance with regulatory requirements. Any forward-looking
statement made in this communication is based solely on information currently
available to us and speaks only as of the date on which it is made.

Forward looking statements are based on current expectations and future
estimates about Santander's and third-parties' operations and businesses and
address matters that are uncertain to varying degrees, including, but not
limited to developing standards that may change in the future; plans,
projections, expectations, targets, objectives, strategies and goals relating
to environmental, social, safety and governance performance, including
expectations regarding future execution of Santander's and third parties'
energy and climate strategies, and the underlying assumptions and estimated
impacts on Santander's and third-parties' businesses related thereto;
Santander's and third-parties' approach, plans and expectations in relation to
carbon use and targeted reductions of emissions; changes in operations or
investments under existing or future environmental laws and regulations; and
changes in government regulations and regulatory requirements, including those
related to climate-related initiatives.

Forward-looking statements are aspirational, should be regarded as indicative,
preliminary and for illustrative purposes only, speak only as of the date of
this report and are informed by the knowledge, information and views available
on such date and are subject to change without notice. Banco Santander is not
required to update or revise any forward-looking statements, regardless of new
information, future events or otherwise, except as required by applicable law.

ADDITIONAL INFORMATION ABOUT THE ACQUISITION OF WEBSTER AND WHERE TO FIND IT

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON
FORM F-4 AND THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION
STATEMENT ON FORM F-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR
INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM F-4 AND THE
PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
REGARDING WEBSTER, SANTANDER, THE TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free copies of these documents and
other documents filed with the SEC by Webster or Santander through the website
maintained by the SEC at http://www.sec.gov.

No offer or solicitation

This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended (the "Securities Act").
No investment activity should be undertaken on the basis of the information
contained in this communication. By making this communication available, no
advice or recommendation is being given to buy, sell or otherwise deal in any
securities or investments whatsoever.

Participants in the solicitation

Webster, Santander and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the stockholders of Webster in connection with the Transaction under the rules
of the SEC. Information regarding the directors and executive officers of
Webster and Santander is set forth in (i) Webster's definitive proxy statement
for its 2025 Annual Meeting of Stockholders, including under the headings
entitled "Director Nominees", "Director Independence", "Non-Employee Director
Compensation and Stock Ownership Guidelines", "Compensation and Human
Resources Committee Interlocks and Insider Participation", "Executive
Compensation", "2024 Pay Versus Performance" and "Security Ownership of
Certain Beneficial Owners and Management", which was filed with the SEC on
April 11, 2025 and is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000801337/000080133725000015/wbs-20250411.htm,
and (ii) Santander's Annual Report on Form 20-F for the year ending December
31, 2024, including under the headings entitled "Directors and Senior
Management", "Compensation", "Share Ownership" and "Majority Shareholders and
Related Party Transactions", which was filed with the SEC on February 28, 2025
and is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000891478/000089147825000054/san-20241231.htm.
To the extent holdings of each of Webster's or Santander's securities by its
directors or executive officers have changed since the amounts set forth in
Webster's definitive proxy statement for its 2025 Annual Meeting of
Stockholders and in Santander's Annual Report on Form 20-F for the year ending
December 31, 2024, such changes have been or will be reflected on Webster's
Statements of Change of Ownership on Form 4 filed with the SEC and on
Santander's Annual Report on Form 20-F for the year ending December 31, 2025.
Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the definitive joint proxy
statement/prospectus of Webster and Santander and other relevant materials to
be filed with the SEC when they become available. You may obtain free copies
of these documents through the website maintained by the SEC at
https://www.sec.gov.

Past performance does not indicate future outcomes

Statements about historical performance or growth rates must not be construed
as suggesting that future performance, share price or earnings (including
earnings per share) will necessarily be the same or higher than in a previous
period. Nothing mentioned in this report should be taken as a profit and loss
forecast.

Third Party Information

In particular, regarding the data provided by third parties, neither
Santander, nor any of its directors, managers or employees, either explicitly
or implicitly, guarantees that these contents are exact, accurate,
comprehensive or complete, nor are they obliged to keep them updated, nor to
correct them in the case that any deficiency, error or omission were to be
detected. Moreover, in reproducing these contents in by any means, Santander
may introduce any changes it deems suitable, and may omit, partially or
completely, any of the elements of this report, and in case of any deviation,
Santander assumes no liability for any discrepancy.

 1  (#_ftnref1) The board of directors intends (1)  to apply an ordinary
shareholder remuneration policy for 2026 to 2028 results that entails
allocating approximately 50% of the Group's  underlying profit (excluding
non-cash, non-capital ratios impact items), split approximately evenly between
cash dividends and share buybacks for 2026 results, and (2)  to
distribute to shareholders any excess capital at the end of the 2026-2028
period. From 2027 results, the ordinary shareholder remuneration policy is
expected to comprise around 35% of Group underlying profit (on the same basis)
in cash dividends and around 15% in share buybacks. Execution of the
shareholder remuneration policy and of the distribution to shareholders of
any excess capital at the end of the 2026-2028 period remains subject to
future corporate and regulatory decisions and approvals.

 2  (#_ftnref2) Projections and targets for Santander Group and its UK and US
businesses in this announcement assume completion of the announced TSB and
Webster acquisitions, which are pending completion and subject to customary
conditions including regulatory and, for Webster, shareholder approvals.

 3  (#_ftnref3) In constant euros and under a constant perimeter.

 4  (#_ftnref4) Per Banco Santander's market capitalization on 24 February
2026.

 5  (#_ftnref5) Results figures on an underlying basis.

 6  (#_ftnref6) 2025 RoTE changed from 16.3% to 15.2%, efficiency ratio from
41.2% to 45.3% and cost of risk from 1.15% to 1.14%, reflecting already
announced reporting changes effective from Q1 2026. No impact on attributable
profit or 2026 targets.

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