Slides
Page 1
1 Ana Botín | Executive Chair 25 February | London
Page 2
2 Important information Non-IFRS and alternative performance measures Banco Santander, S.A. (“Santander”) cautions that this webcast 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 webcast 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 webcast), 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.
Page 3
3 3 Important information 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 webcast 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.
Page 4
4 4 Important information 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 webcast 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 webcast, and in case of any deviation, Santander assumes no liability for any discrepancy.
Page 5
5 Agenda UK times. 12:00 – Registration and lunch 13:00 – Ana Botín 13:45 – Héctor Grisi 14:30 – Coffee break 14:45 – Jose García Cantera 15:30 – Q&A session 16:15 – Closing remarks
Page 6
6 Our Aim To be the best open financial services platform Everything we do should be Simple, Personal and Fair Our Purpose To help people and businesses prosper Our How Our approach Digital bank with branches In-market and Global 180mn Customers 1.3trn / year Total transactions Network businesses Across CIB, Wealth, Payments Country1. Business2. Balance sheet13. Branches WorkCafés 7,124 248 + Global businesses & Network businesses Customer FocusScale Well diversified by 40% 25% 15% 20% Loan book Europe UK US LatAm Santander , an open global financial services platform Data as of 2025 unless otherwise stated. 1. Grupo Santander 2025 pro-forma excluding Poland, including Webster + TSB. Loan book distributions based on the operating areas excluding the Corporate Centre. LatAm including Rest of the Group. Soft currencies: MXN, BRL, CLP, ARS and rest of LatAm currencies. Hard currencies: EUR, USD, GBP and rest of European currencies. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals.
Page 7
7 >12% 13.5% 15-17% 17.1% 50%2 50%2 DD growth through-the-cycle +14% 2023 – 2025 11-12% 12.0% 13-15% 13.4% 40-50%2 40%2 2019 – 2022 >11% 11.3% >11% 11.7% 30-40%1 41%1 2015 – 2018 CET1 FL RoTE Payout TNAVps+DPS Plan 2018 Plan 2022 Plan 2025 Laying the foundations Building global platforms & path towards ONE Santander A new phase of value creation We have always delivered and consistently exceeded all of our strategic plans 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 remain subject to future corporate and regulatory decisions and approvals. 1. Cash dividend payout. 2. Total payout Including cash dividends and share buybacks.
Page 8
8 Robust asset quality Predictable and growing EPS Profit c.3x since 2013 Pre-provision profit / Cost of Risk c.3x among peers1 (1999-2025) Lowest EPS volatility 2.90% 2.83% 2.97% 2.89% 2.80% 2.49% 2.57% 2.70% 3.03% 3.36% 3.38% 1.25% 1.18% 1.07% 1.00% 1.00% 1.28% 0.77% 0.99% 1.18% 1.15% 1.15% 1.65% 1.65% 1.90% 1.89% 1.80% 1.21% 1.80% 1.70% 1.85% 2.21% 2.23% 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Pre-provision profit / loans minus CoR 1.1x 7.5x 7.8x 0.7x 1.8x 1.2x 4.9x 3.4x 1.3x 8.0x Profit increase 1999-2025 608% 292% 141% 119% 117% 89% 43% 42% 38% 11% EPS Volatility (1999-2025) Pre-provision profit / loans CoR We deliver growth that compounds with low volatility and a high degree of predictability Note: Figures as of Dec’25 . 1. Source: Bloomberg, with GAAP Criteria. Note: Standard deviation of the quarterly EPS starting from the first available data since Jan’99. Peers: Citi, JP Morgan, BofA, Wells Fargo, Unicredit, UBS, Société Générale, BNP Paribas, ING. Peers’ figures as of Sep’25.
Page 9
9 Over the last three years, we have grown our customer base by 13% and revenue by 20%... 1. Figures reported as of Dec’25 in €. €52bn Customers 160mn 180mn Retail & Commercial Openbank CIB Wealth Payments €27.0bn €12.4bn €6.7bn €2.7bn €4.9bn 2022 2025 €62bn €31.2bn €13.0bn €8.5bn €4.2bn €6.0bn +23%+58%+27%+5%+16% Total revenue1 Network businesses Retail & Commercial Openbank CIB Wealth Payments +20% +13% €-1.5bn €-0.6bnCorporate Centre Corporate Centre
Page 10
10 ONE Transformation Global & Network businesses Global Tech capabilities & others c. 2.5% c. 1% c. 1% 2022 - 20252022 2025 Efficiency ratio • Product simplification -61% vs. 2022 • 70% products / services digitally available (51% in 2022) • US: c.$300mn efficiencies captured in Consumer and Commercial since 2022 • Wealth: collaboration fees with CIB and Corporates reached €4.3bn (+9% vs. 2024) • Consumer: expansion of OEM agreements • Multi-Nationals: +2% YoY revenue growth • Global approach to technology: o Gravity (back-end) efficiencies o Process optimization o Global vendor agreements o IT&Ops shared-services 45.8% 41.2% ONE TRANSFORMATION AND DISCIPLINED CAPITAL HIERARCHY … improving efficiency and growing customers by CHANGING THE MODEL: Note: 2025 reported.
Page 11
11 is underway… The Santander of tomorrow
Page 12
12 12 2026 – 2028 targets FINANCIAL North Star Note: 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 remain subject to future corporate and regulatory decisions and approvals. 1. vs. 2025. Reinvesting capital organically >20% RoTEIncrease cash dividend payout to 35% from 2027 Shareholder remuneration 50% Payout >x2 by 20281 Cash DPS TNAVps+DPS Accelerating to High teens by 2028 Double-digit EPS annual growth 2026-2028 & Profitable growth >20% RoTE by 2028 >€20bn Profit Strength c.13% CET1 12-13% operating range Excess >13% to be returned at the end of the plan
Page 13
13 13 Key OPERATIONAL targets 2028 targets Active customers c.125mn from 106mn in 2025 Fees per active customer € constant c.135 from 130 in 2025 Customers >210mn from 180mn in 2025 Revenue up MSD and total costs down every year1 on the back of ONE Transformation Cost per active customer € constant c.220 from 264 in 2025 Gravity & One App serving >80% of retail customers Note: Customers projections include TSB and Webster. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster, shareholder approvals. 1. € constant at constant perimeter (excluding Poland in 2025 and announced bolt-ons).
Page 14
14Note: TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. 1. € constant at constant perimeter (excluding Poland in 2025 and announced bolt-ons). Revenue up Increasing RoTE & Scale Customer focus Diversification ONE Transformation Higher Value CreationNetwork businesses Disciplined capital allocation driving best-in-class profitability Customer growth Leveraging Tech & AI Our unique business model and ONE Transformation, powered by our network businesses, will drive a new paradigm of growth and capital allocation Costs down every year1 M&A execution
Page 15
15 15 Customer growth ONE Transformation Network businesses Leveraging Tech & AI 2 31 4
Page 16
16 Customer experience Network flywheel • Global scale and platforms • Leading local franchises built on trust • ONE Transformation • Omnichannel customer experience through AI- driven personalization • Deepen primacy • Insurance 2024 172mn 180mn >210mn 2025 2028 target2025 - 2028 Announced bolt-ons • TSB • Webster Retail & Commercial Openbank Wealth & CIB 1 Driving sustainable customer growth through a connected and diversified franchise Note: Customers projections include TSB and Webster. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. Customers
Page 17
17 2 Benefits from ONE Transformation will increase exponentially… Note: TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. 1. Net impact in Cost base by 2028. 2. Cost synergies are pre-tax, annual and full run- rate expected at the end of 2028. Cost synergies do not include restructuring costs, for c.1x cost-synergies, or amortization of CDI. 2025 pro-forma 2028 target €28.5bn <€27bn Cost synergies2 TSB >£400mn Webster c.$800mn 2025-2028 Inflation & investments1 €3.5 - 4.5bn ONE Transformation efficiencies1 €4 - 5bn Cost base € constant
Page 18
18 2 … by leveraging AI, our network businesses and M&A to structurally reduce our efficiency ratio Note: Efficiency ratio adjusted to new criteria. Pro-forma efficiency ratio at 45.9%. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. Cost synergies are pre-tax, annual and full run-rate expected at the end of 2028. Cost synergies do not include restructuring costs, for c.1x cost-synergies, or amortization of CDI. 2025 2028 targetAnnounced bolt-ons 45.3% c.36% ONE Transformation AI c.1% Network businesses Global Tech Efficiency ratio c.2% c. 3% c. 1% c.2% ONE Transformation • CX for customer growth • Simplification & Automation • Digital availability • Contact Centers via digital self service • Increase network collaboration revenue • Reduce cost per transaction: -40% cost per payment transaction by 2028 • Build once and deploy across the Group • Leverage common architectures, cloud capabilities and data • Global vendor consolidation • Gravity 2.0 • Incremental cost for growth: €0 • Leverage AI to gain primacy with customers • AI to maximize cross-sell across businesses • Agentic commerce • >€1bn business value generated • Synergies TSB + Webster
Page 19
19 Global Peers Average1 51% R&C and Openbank2 c.30-38% Digital players with Global Platforms3 <34% Efficiency ratio Our Global Platforms will position us to operate with fintech-like efficiency by 2028 with further upside beyond 2 With ONE Transformation delivering unmatched operating leverage through global platform-driven models plus bolt-on acquisitions 1. Global Peers group includes BBVA, BNP Paribas, ING, Unicredit, HSBC, Crédit Agricole, Itau, Citi and Scotiabank (Q3’25 figures). 2. Retail & Commercial and Openbank combined efficiency ratio target by 2028. 3. Digital players group includes Revolut (2024, costs excluding marketing expenses), Nubank (Q3’25 figures), and Chime (Q3’25 figures).
Page 20
20 GrowthEfficienciesAnnounced bolt-ons 2025 14.8%1 2028 target >20% Retail & Commercial and Openbank combined RoTE waterfall Capital allocation Webster TSB >+1pp >+1pp>+1pp >+1pp 2 ONE Transformation: Our Retail & Commercial and Openbank RoTE improvement is mostly under our control Note: RoTE percentage points change including weighted average impact from the growth in tangible equity.TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. Cost synergies are pre-tax, annual and full run- rate expected at the end of 2028. Cost synergies do not include restructuring costs, for c.1x cost-synergies, or amortization of CDI. 1. Excluding Motor Finance.
Page 21
21 CIB Strategic aims 2028 targets <43% Efficiency ratio by 2028 HSD Fee income growth 2025-28 CAGR >20% RoTE by 2028 Combine global reach with local execution Remain below 20% of allocated capital Deepen customer primacy Strengthen protection and retirement solutions From processing to commerce platform Use technology and data to compound returns Build the most trusted and resilient payments infrastructure >20% PB&AM AUMs by 2028 DD Fee income growth 2025-28 CAGR >60% RoTE by 2028 -40% Cost per payments transaction by 2028 >15% Revenue growth 2025-28 CAGR c.45% EBITDA margin by 2028 Wealth Payments 3 Network businesses will power our next phase of growth Our network businesses create a flywheel effect, increasing capital-light earnings and driving higher returns
Page 22
22 Brazil planned for 202670% implemented already Gravity 2022-2025 Program in countries and businesses 1.3trn transactions /yr With real-time data access 80% of global transactions To run on Gravity’s new back-end by mid 2026 Gravity 2.0 2026-2028 New operating model Global platforms at scale AI embedded Payments Hub - an example of a Full Platform Model IT resource reduction Payments related applications across countries -45% 2022-2025 By 2028 -16% with Gravity 2.0with Gravity From +250 One To Payments Hub 4 Gravity 2.0: From country and business deployment to global scale monetization 3-4x faster product deployment >400 changes per week Core banking capabilities running on global, cloud-native platforms
Page 23
23 How we scale AI. Why we are structurally advantaged Combination of revenue growth & cost reductions c.-1pp Group’s C/I improvement enabled by Data & AI >€1bn Defensive Offensive Structural productivity AI embedded in the core: • Software development • Contact centers • Redesign processes Platform & Ecosystem Growth 2028 targets Our AI Strategy Protecting margins and industrializing efficiency AI expanding our reach: • Embedded finance (Openbank, Auto) • Agentic payments (PagoNxt) • AI-enabled primacy and personalization Selective. Scalable. Disciplined. AI companies build tools. We integrate AI into a banking platform at scale We execute large global initiatives powered by core capabilities, leveraging: • Our proprietary knowledge • Our functional expertise • Strategic technology partners Built once. Deployed everywhere. Proprietary data at scale 180mn customers Embedded in the business Financial strength Primary customer relationships 4 Our domain and tech expertise and scale advantage enable us to play defense and offense CostsRevenue growth Trust & Brand
Page 24
24 Today Our agent Factory Ebury IP reduction of cross-border payments’ costs Out of the 100’s of processes analysed, 10 processes represented over 60% of the costs 50% SMEs x-border leading solution in 30 markets Over 31,000 customers by 2025 (+35% YoY) c.2mn outgoing payments in 2025 (+28% YoY) Ambition Asset factoring Orchestration Governance Observability Validation Training Data Transactions, monitoring, payments, collections 4 Scaling AI through building blocks: Ebury example with AI to “turbo charge” cross-border payments
Page 25
25 2025 2028 targetHard currency Announced bolt-ons Soft currency Underlying profit >€3bn >€2bn >€2bn €13.1bn1 >€20bn Note: Data in €. Soft currencies: MXN, BRL, CLP, ARS, PLN and rest of LatAm currencies. Hard currencies: EUR, USD, GBP and rest of European currencies. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. 1. Excluding Poland. €14.1bn including Poland. The roadmap to >€20bn profit
Page 26
26 2025 2028 target RoTE waterfall 16.3% >20% Beyond 2028 15.2% Ex-Poland >21% c.16% >20% >60% c.45%2 Further upside from revenue and cost synergies Retail & Commercial Openbank CIB Wealth Payments Note: Targets by 2028, unless otherwise stated. 1. Retail & Commercial and Openbank combined efficiency ratio 2028 target. 2. EBITDA margin. The roadmap to >20% RoTE 17% 2025 RoTE 8% 18% 61% 35%2 Efficiency ratio1 <34%
Page 27
27 powers our ambition Capital discipline
Page 28
28 2026-2028 1 2 4 Special distributions Organic growth Ordinary distributions Bolt-on acquisitions1 Capital allocation framework 3 2025 2028 target >13%13.5% CET1 ratio >€50bn2 of capital to fund growth & distributions Increasing Group’s capacity to generate free capital Excess capital >13% to be returned to shareholders at the end of plan Note: Data in €. 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 remain subject to future corporate and regulatory decisions and approvals. 1. No significant bolt-on acquisitions while we focus on the integration of TSB and Webster. 2. Profit + capital actions. Step-up in organic capital generation, driving sustainable and profitable growth
Page 29
29 Poland Sold RoIC for both acquisitions +6pp above SBBs Together, these transactions are expected to drive a 9% profit growth post synergies (2-3 years)1 Mix shift to lower CoE businesses in hard currency3 Accelerating the transformation of the UK and the US into top tier profitability by 20282 c.18% Top 5 Northeast deposit franchiseUSWebster US RoTE 2028 target UKTSB c.16% UK RoTE 2028 target Top 3 Retail Personal Current Accounts acquired Note: profit delta in €. TSB and Webster transactions pending completion and subject to customary conditions including regula tory and, for Webster also shareholder approvals. Cost synergies are pre-tax, annual and full run- rate expected at the end of 2028. Cost synergies do not include restructuring costs, for c.1x cost -synergies, or amortization of CDI. Our M&A execution is aligned with our capital hierarchy and is expected to deliver 9% profit growth post synergies
Page 30
30 Loan book Post TSB and Webster, all geographies are expected to deliver >15% RoTE, with c.65% of our operating PBT generated in hard currency markets Excl. Poland, incl. Webster + TSB acquisitions 22% Soft currency Hard currency Santander 2025 pro-forma 75% 20%25% 80% 40% 25% 15% 20% 22% Europe UK US LatAm Geographical diversification Santander 2025 11% 22% 21% 46% Note: Loan book and operating PBT distributions based on the operating areas excluding the Corporate Centre. Operating PBT= n et operating income – LLPs. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. Soft currencies: MXN, BRL, CLP, ARS, PLN (soft currency shaded in white within Europe in the pie charts) and rest of LatAm currencies. Hard currencies: EUR, USD, GBP and rest of European currencies. Our bolt-on acquisitions are expected to bring the share of hard currency loans to 80% Soft currency Hard currency
Page 31
31 next chapter Our
Page 32
32 32 Our investment case >20% RoTE by 2028 EPS € 0.91 Double-digit annual growth 2026-2028 2025 2028 target 5.76 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 TNAVps + Cash DPS € per share Accelerating to High teens by 2028 2025 2028 target Cash DPS >x2 by 20281 1. vs. 2025.
Page 33
33 Improved capital structure and lower weight of soft currencies, accelerating shareholder value creation 1. High level analysis of TNAVps main components’ evolution over the 3 years, using a simple average calculation. Organic generation as average RoTE, FX & Others include intangibles and other minor items. 2. 2022-25 RoTE re-expressed post-AT1 for comparability purposes. TNAVps (BoP) Organic generation FX & others Avg. Value creation TNAVps (Dec-25) Organic generation FX & others Avg. Value creation 0.00 2.00 4.00 6.00 8.00 10.00 12.00 14.00 16.00 Accelerating to €5.76 Lower FX exposure €4.26 c.-2pp c.+14% c.16% avg. 2025–2028 target avg. value creation1 2022–2025 avg. value creation1 High teens by 2028 RoTE2 17-20% avg. RoTE DPS €0.56 cash DPS TNAVps TNAVps €5.76 TNAVps (Dec-22)
Page 34
34 34 2026 – 2028 targets FINANCIAL North Star Note: 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 remain subject to future corporate and regulatory decisions and approvals. 1. vs. 2025. Reinvesting capital organically >20% RoTEIncrease cash dividend payout to 35% from 2027 Shareholder remuneration 50% Payout >x2 by 20281 Cash DPS TNAVps+DPS Accelerating to High teens by 2028 Double-digit EPS annual growth 2026-2028 & Profitable growth >20% RoTE by 2028 >€20bn Profit Strength c.13% CET1 12-13% operating range Excess >13% to be returned at the end of the plan
Page 35
Thank you
Page 36
1 ID 26 HG_v20 Héctor Grisi | Chief Executive Officer 25 February | London
Page 37
22 Important information Non-IFRS and alternative performance measures Banco Santander, S.A. (“Santander”) cautions that this webcast 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 webcast 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 webcast), 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.
Page 38
33 Important information 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 webcast 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.
Page 39
44 Important information 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 webcast 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 webcast, and in case of any deviation, Santander assumes no liability for any discrepancy.
Page 40
5Note: TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. 1.€ constant at constant perimeter (excluding Poland in 2025 and announced bolt-ons. Revenue up Increasing RoTE & Scale Customer focus Diversification ONE Transformation Higher Value CreationNetwork businesses Disciplined capital allocation driving best-in-class profitability Customer growth Leveraging Tech & AI Our unique business model and ONE Transformation, powered by our network businesses, will drive a new paradigm of growth and capital allocation Costs down every year1 M&A execution
Page 41
6 6 2026 – 2028 targets FINANCIAL North Star Note: 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 remain subject to future corporate and regulatory decisions and approvals. 1. vs. 2025. Reinvesting capital organically >20% RoTEIncrease cash dividend payout to 35% from 2027 Shareholder remuneration 50% Payout >x2 by 20281 Cash DPS TNAVps+DPS Accelerating to High teens by 2028 Double-digit EPS annual growth 2026-2028 & Profitable growth >20% RoTE by 2028 >€20bn Profit Strength c.13% CET1 12-13% operating range Excess >13% to be returned at the end of the plan
Page 42
7 7 Key OPERATIONAL targets 2028 targets Active customers c.125mn from 106mn in 2025 Fees per active customer € constant c.135 from 130 in 2025 Customers >210mn from 180mn in 2025 Revenue up MSD and total costs down every year1 on the back of ONE Transformation Cost per active customer € constant c.220 from 264 in 2025 Gravity & One App serving >80% of retail customers Note: Customers projections include TSB and Webster. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster, shareholder approvals. 1. € constant at constant perimeter (excluding Poland in 2025 and announced bolt-ons).
Page 43
8 8 ID 26 HG_v19 8 Of Delivery Three Years
Page 44
9 9 2023 marked the acceleration of our plan Customer-first focus ONE Transformation Higher value creation
Page 45
10 +14%+8% 41.2% 1.15% 13.5% 16.3% TNAVps+DPS growth Efficiency ratio CoR CET1 RoTERevenue growth +4% Cost base DD growth7-8% c.42% c.1.0-1.1% >12% 15-17%4-5% 2025 Delivery1 2023 ID Targets CAGR 22-25 CAGR 22-25 2025 2025 2025 2025 CAGR 22-25 Note: Figures pre-reporting changes as of December 2025. All key Investor Day targets achieved Pre-AT1 Post-AT1 through-the-cycle
Page 46
11 Growing customers and gaining the primacy of our customers We have delivered because we have transformed Capital intensive A sum of banks Product based From a fragmented, product-led model… …to a global financial services platform ONE-STOP SHOP ONE Transformation + Network businesses … to a global customer driven bank… Simplification & scale Strong Franchise 5 global businesses Local knowledge Customer Centric Data & AI
Page 47
12 Robust Capital & Balance Sheet CET1 Stable NPL coverageLower NPL ratioSteady CoR 13.5% 66%2.91%1.15% FY 2025 Note: Figures pre-reporting changes 1. Estimated deposit market share including TSB 2. Market share reflects weighted average deposit market share at the MSA level. FDIC deposit data as of 30 June 2025 and capped at $1bn per branch. Market share and deposits based on the following Northeast MSAs: New York-Newark-Jersey City, NY-NJ, Hartford-West Hartford-East Hartford, CT, Waterbury-Shelton, CT, Providence-Warwick, RI-MA, Boston- Cambridge-Newton, MA-NH, Bridgeport-Stamford-Danbury, CT, New Haven, CT, Kiryas Joel-Poughkeepsie-Newburgh, NY, Torrington, CT, Monticello, NY, Kingston, NY. 5 Global Businesses Strong Local Presence TOP 3 for individuals NPS in 8/9 countries Market share of deposits as of September 2025 Global capabilities with local execution Our unique business model combines global and in-market scale 10.9% c.10%1 12.6% 18.8% 16.6% 11.4% 9.6% 8%2 18.1%
Page 48
13 Reducing our NII dependence through the cycle Fees (constant €bn) 2025 Ex-Santander Poland 2022 2025 Pro-forma1 2028 target Target CAGR 25-28 HSD growth -4pp lower weight NII as % of revenue 1. Pro-forma figures have been elaborated by aggregating Group and TSB and Webster reported figures without reconciliation to IFRS or any adjustments, other than consideration of expected synergies. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. Our global businesses are driving higher value-added solutions CAGR 22-25 c.+7% 13 13.3 Retail Wealth Openbank CIB Payments • Best omnichannel CX: increase transactionality & active customer base • Value added commercial products • Increase # of products per customer • Fee-based businesses expansion: embedded finance, subscriptions, insurance and payments • Accelerating shift to fee-intensive and solution-based businesses • Accelerating AuM growth & monetization through higher advisory and investment activity • Growing insurance business • Double digit volume growth: expanding our presence across countries Fee income drivers by Global business ↑ Target CAGR 25-28 % Constant € DD LSD HSD DD HSD ↑ ↑ ↑ ↑
Page 49
14 Costs (€bn) 2025 pro-forma2 2025 2025-2028 2028 target c.26 28.5 Inflation & investments3 €3.5-4.5bn Cost synergies4 TSB >£400mn Webster c.$800mn Cost per active customer (€) Efficiency ratio 2022 ONE Transformation Inflation- adjusted1 45.8% c.23 ONE Transformation efficiencies3 €4-5bn 41.2% c.26 Simplification Network effect Global Tech ONE Transformation: our model delivers Note: Cost per active customer in constant figures. 2025 pro-forma and 2028 adjusted to new criteria. 2028 Cost base in constant €. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster, shareholder approvals. 1. Excluding Argentina from average inflation figures. 2. Pro-forma figures have been elaborated by aggregating Group and TSB and Webster reported figures without reconciliation to IFRS or any adjustments other than consideration of expected cost synergies. 3. Net impact in cost base by 2028. 4. Cost synergies are pre-tax, annual, and full run-rate, expected to be achieved by the end of 2028. Cost synergies do not include restructuring costs, for c.1x cost-synergies, or amortization of CDI. Efficiency ratio 264 45.9% c.220 c.36% <27
Page 50
15 15 ID 26 HG_v19 15 the model Delivering
Page 51
16 15.2% RoTE 2025 Retail Openbank CIB Wealth Payments 2 - 2.5pp 1 – 1.5pp 0.5 – 1pp 0.4 – 0.6pp 0.1 – 0.3pp Building RoTE across our global businesses Post-changes & ex-Poland RoTE waterfall 2025 2028 target RoTE 2028 target >20% Further upside from revenue and cost synergies Beyond 2028 16.3% RoTE 2025 2025
Page 52
17 17% RoTE 2025 >21% RoTE 2028 target Radical process simplification and automation Roll out of global platforms at scale Full digital availability across products and services Embrace AI and agile ways of working Customer centric model with best omnichannel experience and a powerful CRM Customer engagement with personalized retail value proposition Data-led commercial model with advisory and digital scale Disciplined capital allocation, risk management and the right mix How ONE Transformation #1 bank for our customers Retail
Page 53
18 <35% Efficiency DD% Non-commercial FTE per mn customer 2025-2028 Fee income Target CAGR 2025-2028 RoTE 2025 RoTE 2028 target ONE Transformation >21% 17% Cost per active customer1 1. € constant at constant perimeter as of 2025 (excluding Poland). HSD% HSD% #1 bank for our customers Retail ↑2028E
Page 54
19 Note: announced acquisitions transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. 1. Cost synergies pre-tax and not considering potential revenue synergies. 2. Cost synergies are pre-tax, annual, and full run-rate, expected to be achieved by the end of 2028. Cost synergies do not include restructuring costs, for c.1x cost-synergies, or amortization of CDI. 3. Country RoTE. One brand marketing consolidation From discretionary spend to structural efficiency IT costs & systems: optimized productivity Efficiencies via de-duplication and productivity uplift >£400mn >£160mn >£90mn >£60mn >£40mn >£40mn Property & branches consolidation Total run-rate of estimated cost synergies1 Consolidation and overlap costs Efficiencies via de-duplication and productivity uplift Adopt best-in-class T&O stack; leverage Webster migration to de-risk One infrastructure, lower-cost deposit growth c.$800mn Total run-rate of estimated cost synergies2 10.2% RoTE3 2025 c.16% RoTE3 2028E c.$280mn c.$240mn c.$220mn c.$40mn 10.2% RoTE3 2025 c.18% RoTE3 2028E Retail Bolt-ons
Page 55
20 1. Country RoTE. Capital reallocation: to Select, SMEs & Corporates to improve portfolio quality and reduce exposure to low-return segments Global capabilities: leverage in our global businesses to improve the franchise Radical simplification: product simplification and process automation #1 bank for our customers: gaining the primacy of our customers as our key priority 15.3% RoTE1 2025 c.20% RoTE1 2028E ONE Transformation Retail Brazil
Page 56
21 …leveraging data and daily activity Advanced data-driven segmentation focused on high-growth customers, with specialized teams and full high value product portfolio (CIB, Asset Management, etc.) Global coverage to support multinationals’ expansion and unlock out-of-footprint opportunities >3.0% Primacy through Advisory… Set-up a robust commercial operating model leveraging CRM and analytics to revamp commercial conversations A unified digital channel delivering seamless customer journeys and services Open digital platform powered by “buy, build and partner” innovation framework Enhancing our micro business strategy to unlock synergies and grow value Active capital management Value added product High growth segments RoRWA By 2028E Retail Commercial
Page 57
22 c.16% RoTE 2028 target Build top-tier app journeys + embedded experiences Simplified operating model and unified global platform Drive AI adoption at scale to boost customer engagement, productivity and reduce cost-to-serve How ONE Transformation Growth Diversify beyond traditional auto lending (i.e., operational leasing, infrastructure), working with full mobility ecosystem (manufacturers, dealers, ride-hailing...) Expand Openbank Pay through new partnerships, new markets and agentic commerce capabilities Scale our digital retail platform to Mexico, Spain, Germany and the US. Build customer flywheel by cross selling to full suite of banking products to our customers Openbank 8% RoTE 2025
Page 58
23 <32% Efficiency c.35mn Total customers by 2028E 8% RoTE 2025 RoTE 2028 target ONE Transformation c.16% Cost per active customer DD% Openbank 2028E ↑ Growth
Page 59
24 18% RoTE 2025 >20% RoTE 2028 target Fee-intensive business, strengthening global industry groups and product capabilities As a network business, deployment of global capabilities to commercial, SMEs and Private Banking Disciplined capital allocation Leverage global platforms, data and AI, enhancing: Customer experience Speed of execution Operating models How Value-added solutions Scalability CIB
Page 60
25 18% RoTE 2025 >20% RoTE 2028 target Value-added solutions Scalability 1. Figures in constant euros. <43% Efficiency HSD Fee income CAGR1 2025 - 2028 Gross collaboration revenue CAGR1 2025 - 2028 +7% Total rev/ avg RWAs >8% CIB 2028E ↑
Page 61
26 61% RoTE 2025 How Fee-based growth Scalability Focus on high-value added revenue pools Insurance (retirement solutions and protection) Alternatives: business verticals consolidation Discretionary portfolio offer Further develop Institutional and 3rd party investments in our investment platform units Advisory and hyper-personalized solutions Integrated value chain leveraging combined Ins & AM solutions: global platform-based execution Industrialized and scalable solutions, towards productivity and improved efficiency leveraging AI/tech Footprint expansion across our global businesses As a network business, deploy global capabilities as a key driver to: Increase penetration across Santander’s customer base Expand investment capacity Wealth >60% RoTE 2028 target
Page 62
27 >60% Wealth <30% Efficiency Distribution fee growth AuM growth >20% GWP growth >70%+30% 61% RoTE 2025 RoTE 2028 target Fee-based growth Scalability 2028E ↑
Page 63
28 Building a global, integrated platform for accumulation and decumulation solutions Santander Retirement Solutions (SRS) AuMs >50% growth In-bank customer interactions to drive scalable, capital-light fee income Embedded protection businesses +20% incremental fees To maximize lifetime customer value further penetrating Santander customer base with personalized and simplified offers leveraging data and AI +20% protected customers Drive growth in untapped value pools such as global health, the US and the UK New revenue streams Fully-developed customer offering Total PAT + Fees by 2028E >€2bn1 1. Constant €. Wealth Insurance
Page 64
29 How Best product and tech expanding our offering with x-border & FX solutions, embedded finance and alternative payment methods One-stop shop and customizable AI offering for agentic commerce to access a new market of $17tr merchandise value Migration of account to account, acquiring and issuing processing transactions to our global platforms Grow customers across SMEs, partners and global accounts increasing the penetration of the bank customer base Single API to access all Getnet payment services, products and lending connected to our seven markets in Europe and the Americas Open market sales through integrated software vendors (ISVs), payment facilitators Payments 35% EBITDA margin 2025 Fee-based growth Scalability EBITDA margin 2028 target c.45%
Page 65
301. Constant euros. c.45% Payments -40% Cost per payment trx 2025 - 2028 # Transactions BY 2028 >15% ↑ x2 Revenue Growth1 BY 2028 2028E 35% EBITDA margin 2025 c.45% Fee-based growth Scalability EBITDA margin 2028 target
Page 66
31 31 2026 – 2028 targets FINANCIAL North Star Reinvesting capital organically >20% RoTEIncrease cash dividend payout to 35% from 2027 Shareholder remuneration 50% Payout >x2 by 20281 Cash DPS TNAVps+DPS Accelerating to High teens by 2028 Double-digit EPS annual growth 2026-2028 & Profitable growth >20% RoTE by 2028 >€20bn Profit Strength c.13% CET1 12-13% operating range Excess >13% to be returned at the end of the plan Note: 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 remain subject to future corporate and regulatory decisions and approvals. 1. vs. 2025.
Page 67
32 32 Key OPERATIONAL targets 2028 targets Note: Customers projections include TSB and Webster. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. 1. € constant at constant perimeter (excluding Poland in 2025 and announced bolt-ons). Active customers c.125mn from 106mn in 2025 Fees per active customer € constant c.135 from 130 in 2025 Customers >210mn from 180mn in 2025 Revenue up MSD and total costs down every year1 on the back of ONE Transformation Cost per active customer € constant c.220 from 264 in 2025 Gravity & One App serving >80% of retail customers
Page 68
33 33 deliveredWe have Unique modelWe have a Value creation Santander is ready for the next phase of
Page 69
34 Thank you Thank you
Page 70
1 Jose García Cantera | Group CFO 25 February | London
Page 71
2 2 Non-IFRS and alternative performance measures Banco Santander, S.A. (“Santander”) cautions that this webcast 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 webcast 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 webcast), 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. Important information
Page 72
3 3 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 webcast 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. Important information
Page 73
4 4 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 webcast 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 webcast, and in case of any deviation, Santander assumes no liability for any discrepancy. Important information
Page 74
5 5 2026 – 2028 targets FINANCIAL North Star Reinvesting capital organically >20% RoTEIncrease cash dividend payout to 35% from 2027 Shareholder remuneration 50% Payout >x2 by 20281 Cash DPS TNAVps+DPS Accelerating to High teens by 2028 Double-digit EPS annual growth 2026-2028 & Profitable growth >20% RoTE by 2028 >€20bn Profit Strength c.13% CET1 12-13% operating range Excess >13% to be returned at the end of the plan Note: 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 remain subject to future corporate and regulatory decisions and approvals. 1. vs. 2025.
Page 75
6 6 Key OPERATIONAL targets 2028 targets Note: Customers projections include TSB and Webster. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster, shareholder approvals. 1. € constant at constant perimeter (excluding Poland in 2025 and announced bolt-ons). Active customers c.125mn from 106mn in 2025 Fees per active customer € constant c.135 from 130 in 2025 Customers >210mn from 180mn in 2025 Revenue up MSD and total costs down every year1 on the back of ONE Transformation Cost per active customer € constant c.220 from 264 in 2025 Gravity & One App serving >80% of retail customers
Page 76
7 1. € constant at constant perimeter (excluding Poland in 2025 and announced bolt-ons). TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. Our unique business model and ONE Transformation, powered by our network businesses, will drive a new paradigm of growth and capital allocation Revenue up Increasing RoTE & Scale Customer focus Diversification ONE Transformation Higher Value creationNetwork businesses Disciplined capital allocation driving best-in-class profitability Customer growth Leveraging Tech & AI Costs down every year1 M&A execution
Page 77
8 Macro framework: our baseline scenario GDP growth % YoY CPI growth % YoY 1.8 1.0 1.5 1.5 1.0 1.6 1.4 1.8 2.0 2.0 1.6 1.4 2.1 2.0 2.4 SPA UK BRA US MEX 2026 2027 2028 2.0 2.4 4.4 3.1 3.9 2.4 2.3 3.9 2.4 4.0 2.1 2.3 3.1 2.3 4.0 SPA UK BRA US MEX 2026 2027 2028 European Central Bank Federal ReserveCentral Bank of BrazilBank of England RATES by Central bank 10.3 4.8 6.2 4.5 3.5 10 4.8 6.2 4.3 3.8 9.7 4.5 6.6 4.3 3.8 SPA UK BRA US MEX 2026 2027 2028 13.00 10.25 10.00 12.00 10.00 5 7 9 11 13 15 2026 2027 2028 3.50 3.25 3.25 3.25 3.25 0 1 2 3 4 5 2026 2027 2028 2.00 2.25 2.25 1.97 2.04 0 1 2 3 4 5 2026 2027 2028 3.50 3.50 3.50 3.24 3.21 0 1 2 3 4 5 2026 2027 2028 Unemployment rate Resilient results even under conservative macro assumptions Source: Santander Economic Research estimates. End of period rates. ConsensusSantander baseline
Page 78
9 Our BALANCE SHEET
Page 79
10 13% 15% 16% 18% 38% Loan mix evolution (current €bn) Expected loan growth Target CAGR 25-28 const. currency Retail & Commercial ↑ M-HSD ↑ LSD ↑ HSD ↑ MSD ↑ M-HSD Openbank ↑ LSD Flat ↑ MSD CIB ↑ HSD c.€1.2trn TSB c.€40bn Webster c.€50bn CIB No more than 20% allocated capital SMEs & Corporates Auto Others 2025 Mortgages CIB €1.0trn ex-Poland 75% hard currency 11% 15% 19% 17% 38% SMEs & Corporates Auto Others 2028 target Mortgages CIB c.80% hard currency Includes We have successfully repositioned our balance sheet, built on strong and resilient foundations Note: loan book distribution based on the operating areas excluding the Corporate Centre. Hard currencies: EUR, USD, GBP and rest of European currencies. Soft currencies: MXN, BRL, CLP, ARS and rest of LatAm currencies. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals.
Page 80
11 Cost of risk c.1.15% 23-25 average 1-1.10% 26-28 average target Group CoR is expected to remain stable at a portfolio level with the mix shift post announced bolt-ons1 taking Group cost of risk lower Medium-high risk profile Medium-low risk profile Low risk profile c.80% of loan book R&C Openbank Europe CIB Cost of risk below Group’s current CoR 1.14% c.10% of loan book R&C <10% of loan book OpenbankR&C Cost of risk around or below 3% Cost of risk between 3% -5% Andean countries Note: for illustrative purposes, the cost of risk / loan book chart does not include all countries/business units. 2025 figures. R&C = Retail & Commercial. 1. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. We can now deliver similar or better growth with a lower-risk loan portfolio Wealth
Page 81
12 98% c.95% CIB OthersSMEs & Corporates Time deposits Demand deposits 40% 17% 25% 12% 6% 41% 14% 24% 15% 6% €0.9trn ex-Poland Loan to deposits Cost of deposits (%) c.€1.2trn TSB c.€40bn Webster c.€60bn c.75% of our deposits are government guaranteed 2025 2028 target 24-25 avg. 26-28 avg. target <2.3%<2%<1%1.1 2.1 2.8 Europe UK US Deposit mix evolution(current €bn) Expected deposit growth Target CAGR 25-28 const. currency Retail & Commercial ↑ MSD ↑ LSD ↑ HSD ↑ HSD ↑ HSD Openbank ↑ HSD ↑ MSD ↑ DD CIB ↑ LSD includes Note: deposit distribution based on the operating areas excluding the Corporate Centre. Demand and time deposits include individuals and Openbank. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. 1. Data as of 31 December 2025. Retail deposits including total deposits (excluding repos) excluding CIB, over operating areas deposits. Growing our deposit franchise to build a more robust, lower-risk funding structure
Page 82
13 Stable deposit structure at Group level Strong LCR and NSFR1 across subsidiaries Liquidity buffer consists of 96% EHQLA’s, diversified by currencies: €338bn HQLAs LCR NSFR LtD2 155 126 98 €bn 2026 2027 2028 Hybrids 1-2.5 1.5-3 2-3.5 SNP+Senior 13-15 15-17 8-10 Covered bonds 0.5-2 0.5-1 2-4 Total issuance 17-21 12-17 Estimated funding plan - Banco Santander S.A. 14.5-19.5 TLAC % %RWAs 25.0 24.8 25.3 SurplusTotal ratio MREL % 37.6 37.8 38.0 of our consolidated funding is in EUR and USD, anchored in deep, liquid markets Comfortable MREL & TLAC buffers Estimated TLAC and MREL post-acquisitions3 (%) - Banco Santander S.A. +2.3% +2.1% +2.6% +1.7% +1.6% +1.5% Note: TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. 1. Data as of 31 December 2025. For LCR and NSFR: Group. Consolidated LCR at 145%. 2. Loan to Deposit ratio. 3. Webster Integration impact in TLAC -2.6% via stake deduction (2026) & in MREL -1.5% via higher RWA (2026) and -0.6% higher requirement (2027). Webster integration wouldn’t imply changes in the Funding Plan insofar as impact will be absorbed through management actions. Sound deposit-led and diversified funding base with strong liquidity, no structural funding needs and a simple, easy-to-execute issuance plan
Page 83
14 25% Liquidity portfolio 75% ALCO IRRBB 2025 Bond portfolio ex-Poland €147bn ALCO portfolio Structural hedge Up LSD Spain NII 2026 target c.€50bn 2025 IRRBB portfolio +3.3% € ALCO 6.4y We aim to continue managing interest rate sensitivity, optimizing the ALCO portfolio £105bn Avg. SP 2025 Up LSD We have scope to increase duration of the structural hedge in the UK +2.9% Yield 2.3y Duration 2025 as of 2025 Yield Duration UK NII 2026 target c.£125bn including TSB1 as of 2025 as of 2025 SH Note: TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. 1. Reported SH figures for TSB: Spot as of Dec’25 at £20.5bn Active balance sheet and ALCO management to protect NII through-the-cycle
Page 84
15 Core capital ratio is fully hedged P&L hedging is calibrated to our forward-looking view on the evolution of relevant market currencies 2026 100% covered FX Exposure €18.3bn 2026 in line with 2025 2025 Cost of hedge2 €0.7bn 2025 CET1 ratio: 100% excess1 hedged P&L hedge Note: P&L hedged of expected 2026 results. 1. Excess: We hedge excess capital in accordance with European capital requirements regulation (CRR) on all the Group's RWAs, above the capital level of the Group. 2. Cost of hedge is calculated considering the incurred cost due to the realized hedges. Conservative approach to FX management
Page 85
16 Our PROFITABLE GROWTH
Page 86
17 Balance sheet 2023 2025 2026 € -1,045 -532 c. -500 £ -269 -204 c. -200 $ -237 -162 -100/-130 BRL 155 48 50/100 NII sensitivity to -100bps to a parallel shift (figures in mn) Actual Estimate1 Note: TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. 1. Estimate 2026 assuming completion of the announced Webster and TSB acquisitions. Disciplined ALCO actions and active hedge management have brought the balance sheet close to rate neutrality
Page 87
18 Group NII 24-25 constant € +1% Group NII 22-24 constant € +23% Challenging scenario for Group NII is behind us Natural hedge BCB c.+450bps ECB c.+450bps BoE c.+515bps Fed c.+525bps BCB c.+850bps ECB c.-235bps BoE c.-125bps Fed c.-175bps Up L-MSD More benign scenario Stable rates Positive impact from lower rates 2022-20241 2024-20252 Active pricing and margin discipline Optimizing ALCO / structural hedge portfolios Hedging to make earnings more stable and predictable Partial natural hedge (LatAm economies vs. EU) Brazil - negative sensitivity to rates Developed economies - positive sensitivity to rates 2026-2028 Group NII target 25-28 constant € 1. Cumulative change in the policy rate since the start of the tightening cycle. 2. Cumulative change in the policy rate since the peak of the rate cycle. Positive NII outlook: stable rates in developed markets and tailwinds from lower rates in Brazil
Page 88
19 30 35 40 45 50 55 60 2025 ex-Poland 2028 target 42 NII waterfall (€bn) Up L-MSD CAGR 25-28 L-MSDRetail & Commercial Openbank Drivers by Global business CAGR 25-28 % target € constant at constant perimeter LSD Hard currencies Soft currencies M-HSD MSD M-HSD L-MSD L-MSD LSD M&A 2025 pro-forma1 TSB & Webster1+3.4 € constant at constant perimeter Note: TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. Hard currencies: EUR,USD, GBP and rest of European currencies. Soft currencies: MXN, BRL, CLP, ARS and rest of LatAm currencies. 1. NII 2025 pro-forma figures have been elaborated by aggregating Group and TSB and Webster reported figures without reconciliation to IFRS or any adjustments. Countries growth expectations at constant currency and at constant perimeter. We will continue to expand NII, supported by lower rate sensitivity, volume growth, improved funding and our ALCO strategy
Page 89
20 13 0 2 4 6 8 10 12 14 16 18 2022 2025 2028 Fee income (constant €bn) CAGR 25-28 HSD growth Constant € c.30% of the increase coming from high quality fee businesses (Wealth & Payments) % Contribution to revenue % Fees to cost 49% c.65% Non-NII to drive >40% of revenue growth (2025–28)1 2025 ex-Poland 26% 74% 2022 30% 2028 49% Note: fees and other revenue includes fee income, gains (or losses) on financial transactions and other operating income. 1. Growth in constant €. High quality fee growth driving structural operating leverage 27% 73% 2025 NII Fees & other revenue 2028 target 2028 target 70%
Page 90
21 MSD Revenue 2025 TSB & Webster NII Beyond interest … Revenue 2028 40.00 45.00 50.00 55.00 60.00 65.00 70.00 75.00 80.00 85.00 Up L-MSD58 Retail & Commercial Wealth Openbank CIB Payments Drivers by Global business CAGR 25-28 % targetRevenue waterfall (€bn) CAGR 25-28 Up HSD CAGR 25-28 2025 ex-Poland 2028 target NII Fees and other revenue CAGR 25-28 CAGR 25-28 MSD growth Constant € TSB & Webster1 € constant at constant perimeter M&A 2025 pro-forma1 +4.0 € constant at constant perimeter Note: fees and other revenue includes fee income, gains (or losses) on financial transactions and other operating income. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. 1. Revenue 2025 NII 2025 pro-forma figures have been elaborated by aggregating Group and TSB and Webster reported figures without reconciliation to IFRS or any adjustments. All our businesses contributing to robust revenue growth, with non-interest income growing more than NII LSD 5-10% DD >15%
Page 91
22 c.36% <2725.7 26.4 28.5 5 10 15 20 25 30 2025 reported 2025 after changes to Reporting & ex-Poland 2025 pro-forma (including TSB & Webster)1 2028 target Costs (constant €bn) We changed Group’s reporting to enhance transparency and comparability Other results -€3.4bn < -€1.5bn-€0.8bn 45.3% Efficiency ratio 45.9%41.2% Structural cost discipline delivering higher operating leverage Note: TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webst er also shareholder approvals. 1. Costs 2025 NII 2025 pro-forma figures have been elaborated by aggregating Group and TSB and Webster reported figures without rec onciliation to IFRS or any adjustments. 2. Cost synergies are pre-tax, annual and full run- rate expected at the end of 2028. Cost synergies do not include restructuring c osts, for c.1x cost-synergies, or amortization of CDI. Becoming more efficient while still investing for growth INFLATION & INVESTMENTSEFFICIENCIES Net impact in Cost base by 2028 SYNERGIES2 TSB >£400mn + Webster c.$800mn by 2028 €3.5 - 4.5bn€4 - 5bn
Page 92
23 0.4% 0.1% Spain Cost of risk by countries % UK 4.2%Brazil 1.6%US 2.7%Mexico 1.0%Openbank Europe 2025 c.1.15% 23-25 average 1-1.10% 26-28 average target … heading to a normalized Group cost of risk 2028 target Stable across our portfolios with the mix effect post recent M&A… TSB2 0.1% Webster2 0.4% Poland1 0.7% Conservative cost of risk assumptions: improved mix reducing CoR throughout the plan Note: TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webst er also shareholder approvals. 1. 2025 Santander Poland CoR at 1.3% including CHF mortgages recorded in Other results line. 2. Reported 2025 Cost of risk figures.
Page 93
24 22% 46% 21% 2025 Weight out of Group’s ordinary profit c.-8% Leaner Corporate Centre, reducing the overall Group’s volatility 22% 46% 21% Corporate Centre 22% 46% 21% 2028 target c.-5% A smaller , more efficient Corporate Centre supporting more stable Group results Note: Corporate Centre % weight calculated over Group’s operating areas. Group operating areas Group operating areas Corporate Centre
Page 94
25 2028 target and drivers % RoTE waterfall 2025 reported 2028 target Other1 c.+3/+4pp c.+0/+1pp c.-0/-1pp Beyond 2028 Further upside from revenue and cost synergies • NII Up L-MSD • Fees & other revenue Up HSD • <27bn constant € by 2028 • Productivity uplift & platforms simplification • M&A synergies • 1-1.10% through the cycle Costs Cost of riskRevenue16.3% >20% The roadmap to >20% RoTE Note: Illustrative RoTE bridge showing the contribution of each line item to the ratio; figures are indicative. TSB and Webst er transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. Cost synergies are pre-tax, annual and full run- rate expected at the end of 2028. Cost synergies do not include restructuring c osts, for c.1x cost- synergies, or amortization of CDI. 1. Other comprises P&L lines not previously mentioned, AT1 costs, and any additional impacts on RoTE. 15.2% c.+1/+2pp 2025 after changes to Reporting & ex-Poland
Page 95
26 Units where profitability levels are in line or above 20% RoTE Already above Group’s 2028 RoTE target Units where we are accelerating our transformation with recent bolt-on acquisitions Units benefiting from interest rates cycle and ONE Transformation Openbank Europe 10.2%UK 15.3%BRA 6.7% Openbank Europe 2025 RoTE improvement c.16% c.20% 10.2%US c.18% c.14% 2028 target The roadmap to >20% RoTE by country
Page 96
27 Our CAPITAL DISCIPLINE
Page 97
28 Bolt-on acquisitions1 Organic growth Ordinary distributions Special distributions • Clear strategic and financial rationale • RoIC of 15%, above cost of capital and current return on capital from SBBs • Accelerate strategy • Strengthen market leadership • We are increasing our cash dividend to 35% from 2027, within our 50% payout • 15% share buybacks • Further distributions if no value accretive organic or inorganic opportunities exist 1 2 3 4 Our capital allocation framework We follow a rigorous capital allocation hierarchy… Note: 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 remain subject to future corporate and regulatory decisions and approvals.1. No significant bolt-on acquisitions while we focus on the integration of TSB and Webster. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals.
Page 98
29 RoTE >20% 2028 target RoTE 16.3% 2025 < RWAs at c.€630bn in 2025 RWAs to grow LSD Hedging 50% payout Supervisory requirements 1/3 matures at current RoTE 1/3 reinvested at >20% RoTE Asset rotation well below cost of capital Additional growth >20% RoTE …supported by our virtuous cycle that maximizes shareholder value creation
Page 99
30 Asset mobilisation: generated capital 2025 Total capital relief Assets sales & other SRTs Cash securitizations 0 1 2 3 4 5 6 7 Total capital relief Assets sales & other Synthetic SRTs Cash securitizations c.€6bn 50% | c.€3bn 30% | c.€2bn 20% | c.€1bn >10% increase in profitability with zero net capital consumption Asset mobilisation: key tool to maximize capital productivity, with only c.€2bn capital mobilized through SRTs in 2025
Page 100
31 Our active RWA discipline is increasingly turning growth into higher-quality, capital-efficient revenue 2.4 1.8 2.0 RoRWA (%) Profitability Continued asset rotation & risk transfer RWAs Revenue constant € RWAs ex-inorganics 2025 2026 2027 2028 25-28 target 2024 Base 100 Note: RWAs ex-inorganics, models, regulatory and others. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. 2023 20252022 45 30 13 Asset mobilisation (RWAs in €bn) c.2.7% €30-35 2026-2028 per year target 2023 20252022 2028 target c.1/3 SRTs
Page 101
32 We used our capital optionality to: UK Reinforce our business in the US Accelerate our transformation in the Group CET1 12.8-13% 2026 target 12-13% operating range >13% 2027 target CET1 impact RoTE target by 2028 RoIC EPS accretion 2028 c.16% 20%+ c.4% c.18% c.15% c.7-8% TSB acquisition c.-50bps Webster acquisition c.-140bps Both bolt-on transactions meet our strict criteria, with clear strategic and financial rationale and at least 15% RoIC, above our cost of capital and the current return on share buybacks Our recent transactions show our commitment to value-accretive capital redeployment Note: TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals.
Page 102
33 CET1 2025 Att. Profit Capital distribution Net organic RWAs Announced transactions Hedges, models & other Capital optionality 2028 target CET1 2022 Att. Profit Capital distribution Net organic RWAs Hedges, models & other 2025 13.5%12.0%2022 - 2025 c.90% of RWAs growth offset by risk transfer c.+600bps c.-350bps c.-50bps c.-80bps c.13%13.5% 2026 - 2028 17-20% 2 12-13% operating range 3 1 2 >13%50% payout LSD growth c.-150bps c.-60/-90bps Disciplined capital allocation unlocking sustainable capital optionality Note: cumulative impacts during the period. Dec-22 ratio on a fully-loaded basis, excluding the transitory treatment of IFRS 9 a nd CRR. Dec-25 on a phased-in basis. 1. Capital distribution including deduction for accrual shareholder remuneration and AT1 costs. Execution of the shareholder rem uneration policy is subject to future corporate and regulatory decisions and approvals. 2. Business RWA change net of risk transfer initiatives. 3. Announced transactions including the sale of Poland, the buyback funded with those proceeds, and the recent bolt -on acquisitions of TSB & Webster. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. growing capital fuelled by the focus in profitability unlocking capital optionality
Page 103
34 Our OBJECTIVE
Page 104
35 TNAVps (BoP) Organic generation AT1's FX Interest Rates Others Avg. Value creation 4.00 4.20 4.40 4.60 4.80 5.00 5.20 5.40 5.60 5.80 6.00 c.+14% 4.26 RoTE pre-AT1 avg. 16.1% c.-1pp c.-3pp c.+0/1pp c.+1pp 2022–2025: double-digit value creation delivered in line with our commitments 1. High level analysis of TNAVps main components’ evolution over the 3 years, using a simple average calculation. Others include intangibles and other minor items. 2022 – 2025 avg. value creation1 TNAVps (Dec-22) AT1s
Page 105
36 Revenue growth Costs Profit CET1 2026 Excluding Poland, TSB and Webster in 2025-26 2027 Including TSB and Webster Resulting in positive operational leverage With fees growing more than NII operating range 12-13% vs. €14.1bn in 2025 Mid-single digit Down Up 12.8-13% in constant € in constant € operating range 12-13% in constant € in constant € Double digit Up mid teens1 >13% 2028 RoTE >20% Positive operational leverage >€20bn Profit Accelerating value creation to High teens through the plan Note: targets market dependent. Based on macro assumptions aligned with international economic institutions. CET1 targets inc luding all the impacts from inorganic transactions. TSB and Webster transactions pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. 1. Excluding the capital gain resulting from the sale of Santander Bank Polska to Erste Group in 2026, as well as TSB and Webste r integration and restructuring charges.
Page 106
37 37 FINANCIAL North Star 2026 – 2028 targets Note: 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 remain subject to future corporate and regulatory decisions and approvals. 1. vs. 2025. Reinvesting capital organically >20% RoTEIncrease cash dividend payout to 35% from 2027 Shareholder remuneration 50% Payout >x2 by 20281 Cash DPS TNAVps+DPS Accelerating to High teens by 2028 Double-digit EPS annual growth 2026-2028 & Profitable growth >20% RoTE by 2028 >€20bn Profit Strength c.13% CET1 12-13% operating range Excess >13% to be returned at the end of the plan
Page 107
38 APPENDIX
Page 108
39 ALCO portfolio detail 59 17 16 15 10 9 9 8 4 SPAIN US MEX BRA UK CHI PORT SCF OTHERS ALCO portfolio ex-Poland €147bn o/w HTC €111bn €bn Note: Data as of 31 December 2025
Page 109
40 RoTE 2025 Full integration of Openbank platform Capturing full potential of CIB platform Doubling down on fee-based businesses Webster RoTE 2028 0% 5% 10% 15% 20% 25% US deep-dive >18% 10% +c.3pp +c.3pp +c.1pp +c.1pp • Global platform for omni-channel deposit gathering that pairs our leading auto franchise with our consumer finance verticals • Focused player making use of our proven multi- product capabilities to support access to US Capital Markets across Santander relationships • Continue building capital light business, with a focus on Wealth and Commercial (Trade and Treasury) while enhancing capital mobility through CIB capabilities. • Highly complementary franchise which lowers risk profile and improves funding / asset mix • c. $800mn cost synergies Webster acquisition reinforces our SAN US franchise c.18% Note: Webster transaction pending completion and subject to customary conditions including regulatory and, for Webster also shareholder approvals. Cost synergies are pre-tax, annual and full run- rate expected at the end of 2028. Cost synergies do not include restructuring costs, for c.1x cost-synergies, or amortization of CDI.
Page 110
41 UK deep-dive RoTE 2025 UK standalone TSB post synergies RoTE 2028 0% 5% 10% 15% 20% 25% c.16% 10% • A low-risk, in-market transaction offering high cost-synergies (>£400mn) • >£200mn of cost base synergies Significant synergy potential compounded by ONE Transformation benefits +c.3pp +c.3pp Note: TSB transaction pending completion and subject to customary conditions including regulatory. Cost synergies are pre-tax, annual and full run- rate expected at the end of 2028. Cost synergies do not include restructuring costs, for c.1x cost-synergies, or amortization of CDI.
Page 111
42 Brazil deep-dive RoTE 2025 Retail Consumer CIB Payments RoTE 2028 0% 5% 10% 15% 20% 25% 30% 15% c.20% • Positioned to fully extract value from market leadership (originate-to-sell) • Lower cost of funding • Selective customer growth • Shift to digital-first (to serve the mass segment profitably) • High-risk portfolios are being actively downsized • New app to drive primacy • Decommissioning of legacy systems and reduction on technological transformation • Sales team upskilling: new segmentation and regional capabilities • Implementation of proprietary platforms • Focus on select customers +c.2pp +c.1pp +c.2pp +c.2pp
Page 112
43 RoTE 2025 RoTE 2025 adjusted Growth Costs RoTE 2028 0% 2% 4% 6% 8% 10% 12% 14% 16% c.7% c.14% +c.3pp +c.1pp c.9% • Target profitable primacy, not just customer acquisition • Scaling our platforms in our core initial markets • Multi-product recurring revenue streams • Merge of legal entities will lead to: - More consistent, efficient and seamless experience - Easier to scale across markets • AI solutions deployment across back office and customer servicing Note: Adjusted 2025 RoTE excludes Motor finance provision impact & CHFs charges during the period. Openbank Europe deep-dive
Page 113
Thank you