REG - Banco Santander S.A. - Santander informs of the MREL determined by SRB

Banco Santander SAAnnouncement

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RNS Number : 4614A  Banco Santander S.A.  14 April 2026

 

 

Banco Santander, S.A. ("Banco Santander"), in compliance with the Securities
Market legislation, hereby announces:

OTHER RELEVANT INFORMATION

Banco de España has formally notified the new binding minimum requirement for
own funds and eligible liabilities ("MREL"), both total and subordinated, for
the resolution group headed by Banco Santander 1  (#_ftn1) (the "Resolution
Group"), which has been determined by the Single Resolution Board ("SRB") and
is applicable upon receipt of the notification. This notification (the
"current notification") replaces and supersedes the previously applicable
notification which was announced as other relevant information on 7 May 2025
(CNMV registration number 34598) (the "former notification").

The MREL requirement ("Total MREL") is expressed as a percentage of the
Resolution Group's total risk-weighted assets (Total Risk Exposure Amount,
"TREA") and of leverage exposure (Leverage Ratio Exposure, "LRE") as of 31
December 2024. Within this Total MREL, a requirement which must be met through
own funds and subordinated eligible liabilities ("Subordinated MREL") has been
determined.

In accordance with the current notification, the Resolution Group must comply
with the following MREL requirements 2  (#_ftn2) :

 

 

 

 

 

 

 

 

The Total MREL requirement and the Subordinated MREL requirement in terms of
TREA do not include the applicable Combined Buffer Requirement. The Combined
Buffer Requirement, applicable to the TREA in accordance with the applicable
regulation and the supervisory criteria, is currently 4.42%. Total MREL
requirement in terms of TREA plus the Combined Capital Buffer is 35.59%.

As of 31 December 2025, the structure of own funds and eligible liabilities of
the Resolution Group meets the requirements of Total MREL and Subordinated
MREL3.

Boadilla del Monte (Madrid), 14 April 2026

 

 

IMPORTANT INFORMATION

 

Non-IFRS Financial Indicators and Alternative Performance Measures

In addition to the financial information prepared in accordance with the
International Financial Reporting Standards (IFRS) and derived from our
financial statements, this document includes certain Alternative Performance
Measures (APMs), as defined in the Guidelines on Alternative Performance
Measures published by the European Securities and Markets Authority (ESMA) on
October 5, 2015, as well as certain non-IFRS financial indicators. The
financial measures contained in this consolidated management report that are
considered APMs and non-IFRS financial indicators have been prepared based on
the financial information of Grupo Santander but are not defined or detailed
within the applicable financial reporting framework and have not been audited
or reviewed by our auditors.

 

We use these APMs and non-IFRS financial indicators to plan, monitor, and
assess our performance.

 

We believe that these APMs and non-IFRS financial indicators are useful in
enabling the management team and investors to compare operational performance
across periods.

 

However, these APMs and non-IFRS financial indicators are considered
supplementary information and are not intended to replace IFRS measures.
Furthermore, other companies, including some in our sector, may calculate such
measures differently, which reduces their usefulness for comparative purposes.
APMs that use sustainability-related designations are not calculated in
accordance with the Taxonomy Regulation or the SFDR adverse impact indicators.
For more information on the APMs and non-IFRS financial indicators used,
including their definition or a reconciliation between the applicable
management indicators and the financial information presented in the
consolidated financial statements prepared under IFRS, please refer to Section
6-"Alternative Performance Measures (APMs)" in the "Economic and Financial
Report" chapter, and Note 9: "Alternative Performance Measures (APMs)" in the
"Sustainability Report" chapter, both of which are included in the 2025 Annual
Report, published on February 25, 2026
(http://www.santander.com/content/dam/santander-com/en/documentos/informe-financiero-anual/2025/ifa-2025-consolidated-annual-financial-report-en.pdf
(http://www.santander.com/content/dam/santander-com/en/documentos/informe-financiero-anual/2025/ifa-2025-consolidated-annual-financial-report-en.pdf)
) . The ordinary measures included in this document are non-IFRS measures.

 

Does Not Constitute an Offer of Securities

Neither this document nor the information contained herein constitutes an
offer to sell or a solicitation of an offer to purchase securities.

 

Past Performance Is Not Indicative of Future Results

 

Statements regarding historical performance or growth rates are not intended
to imply that future performance, stock price, or future results (including
earnings per share) for a given period will necessarily match or exceed those
of a previous period. Nothing in this document should be construed as a profit
forecast.

 

Third-Party Information

In this document, Santander references and relies on certain information and
statistical data obtained from publicly available sources and third parties,
which it considers to be reliable. Neither Santander nor its directors,
management, or employees have independently verified the accuracy or
completeness of such information, nor do they guarantee its quality, adequacy,
legality, accuracy, or completeness, nor do they assume any obligation to
update such information after the date of this document. Santander shall not
be held liable under any circumstances for the use of such information, for
any decision or action taken by any party based on such information, or for
any errors, inaccuracies, or omissions in such information. The publicly
available sources and third parties referenced or cited in this document
retain all rights with respect to such information, and the use of such
information should not be construed as granting any license to any third
party.

 

 

 1  (#_ftnref1) In accordance with the Multiple Point of Entry ("MPE")
resolution strategy of Grupo Santander as determined by the SRB:

- the Resolution Group is composed of Banco Santander and its relevant
subsidiaries belonging to the same resolution group, mainly the entities of
the sub-groups headed by Santander Consumer Finance, S.A., Open Bank, S.A. and
Santander Totta SGPS, S.A. (the "Resolution Group"); and

- a portion of the MREL requirement is calculated based on the intragroup
exposures between the Resolution Group and the other resolution groups of
Grupo Santander.

 

 2  (#_ftnref2) The Total MREL requirement has been determined by the SRB
considering (i) a downward adjustment of 20% of the market confidence charge
("MCC"), according to Article 12d(3) of Regulation (EU) 806/2014 and the SRB
2024 MREL Policy, (ii) an adjusted regime related to holdings of eligible
liabilities instruments applicable to 50% of Banco Santander México, S.A.
(which does not belong to the Resolution Group), in accordance with articles
72e(4) and 477a of Regulation (EU) 575/2013, and (iii) the completion of the
sale of 49% of the share capital of Santander Bank Polska S.A. to Erste Group
Bank AG. Factors (i) and (ii) were already considered for the requirement
prior to the current notification, while factor (iii) has been incorporated
into the new requirement.

 

3 As of 31 December 2025, with 11 resolution groups:

-           The TREA total amount of the Resolution Group was EUR
425,530 million; and

-           The LRE total amount of the Resolution Group was EUR
1,108,944 million.

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