![Santander.jpg]()

#### BANCO SANTANDER, S.A.

#### ANNUAL REPORT

#### FOR THE YEAR ENDED 31 DECEMBER 2025

TABLE OF CONTENTS

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| [Part 1.- Consolidated directors’ report, auditor's report and consolidated financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_7) | [3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_7) |
| [Part 2.- Supplemental information](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1450) | [911](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1450) |

#### Part 1.

Consolidated directors´ report, auditor's report and

#### consolidated financial statements

![1.port_ENG.jpg]()

![1.IntPort.jpg]()

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| 2025 Annual report  Unless otherwise specified, references in this annual report  to other documents, including but not limited to other  reports and websites, including our own, are for information  purposes only. If the contents of such other documents and  websites refer to this annual report, they are not nor should  be considered part of it.  Unless the context suggests otherwise, 'Banco Santander'  means Banco Santander, S.A., and 'Santander', 'the Group'  and 'Grupo Santander' mean Banco Santander, S.A. and  subsidiaries. |  |  |

Annual report 20253

C [onsolidated directors’ report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_34)

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| [Business model and strategy](#i85d73054200148b2b6b6b922d5e9b6fd) | [7](#i85d73054200148b2b6b6b922d5e9b6fd) |

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| [The Santander Way](#i0ec89b2d7d164c2986081d34ade3311a) | [8](#i0ec89b2d7d164c2986081d34ade3311a) |
| [Our business model](#if3e1f6d61f0b479bb7cba7e39c83c8cd) | [9](#if3e1f6d61f0b479bb7cba7e39c83c8cd) |
| [2025 results](#i642f4f65ff73447e9e6521194d63e429) | [10](#i642f4f65ff73447e9e6521194d63e429) |
| [Looking ahead](#i95f355aa113d4acd897ea5f90e00c3c0) | [16](#i95f355aa113d4acd897ea5f90e00c3c0) |

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| [Sustainability statement](#ib73d4e03cb8144bfab2c626ea05fcc39) | [17](#ib73d4e03cb8144bfab2c626ea05fcc39) |

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Consolidated non-financial information and sustainability

information statement

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| [1. Sustainability at Santander](#iea5387bac1504c5f81e13f2e2f04d000)  [(General information)](#iea5387bac1504c5f81e13f2e2f04d000) | [21](#iea5387bac1504c5f81e13f2e2f04d000) |
| [2. Climate transition plan](#ic44b781906f44ecf8fa6b414b449d72e)  [(Environmental information)](#ic44b781906f44ecf8fa6b414b449d72e) | [31](#ic44b781906f44ecf8fa6b414b449d72e) |
| [3. Supporting employees, communities and customers](#i12a69b8f6caf483bb36f97c6ac5eb0e3)  [(Social information)](#i12a69b8f6caf483bb36f97c6ac5eb0e3) | [70](#i12a69b8f6caf483bb36f97c6ac5eb0e3) |
| [4. Business conduct](#i5efbbebb586f41468ed3dd67519c9937)  [(Governance information)](#i5efbbebb586f41468ed3dd67519c9937) | [93](#i5efbbebb586f41468ed3dd67519c9937) |
| [Sustainability notes](#i40886ec218744a1eaeb5ab7b6d95c775) | [99](#i40886ec218744a1eaeb5ab7b6d95c775) |
| [Independent verification report](#i17663445ceb74fc4afa43b64edf2195a) | [243](#i17663445ceb74fc4afa43b64edf2195a) |
| [Other sustainability information](#i3ac8d57df72b46078556e689ece73be3) | [249](#i3ac8d57df72b46078556e689ece73be3) |

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| [Corporate governance](#i4e126d383b0a4503824ae1ee9ec35d9a) | [251](#i4e126d383b0a4503824ae1ee9ec35d9a) |

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| [1. 2025 overview](#i8dd2c09195614056b7036eee887eca61) | [253](#i8dd2c09195614056b7036eee887eca61) |
| [2. Ownership structure](#i9528ababb93745f7af166f6cf76c7881) | [260](#i9528ababb93745f7af166f6cf76c7881) |
| [3. Shareholders and general meeting](#i10fe26cbfe8647d2b72ca39b15bef333) | [266](#i10fe26cbfe8647d2b72ca39b15bef333) |
| [4. Board of directors](#i662cd085269c4560b7ee3235b8513dcc) | [274](#i662cd085269c4560b7ee3235b8513dcc) |
| [5. Senior management team](#i1ccb27f9c085440d95bcbbea0dc6e86b) | [324](#i1ccb27f9c085440d95bcbbea0dc6e86b) |
| [6. Remuneration](#i5cd1d0ac6e7244da9057e02933307f63) | [326](#i5cd1d0ac6e7244da9057e02933307f63) |
| [7. Group structure and internal governance](#i85ef1e714c3a4899a909bf4eaab7c91e) | [358](#i85ef1e714c3a4899a909bf4eaab7c91e) |
| [8. Internal control over financial reporting (ICFR)](#ieb9f225df5ac41189d016c00eed440f7) | [361](#ieb9f225df5ac41189d016c00eed440f7) |
| [9. Other corporate governance information](#i79e848e8624d41c391a98003afc47236) | [369](#i79e848e8624d41c391a98003afc47236) |

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| [Economic and financial review](#i8c0c7b30733f4c978f188794cebb539f) | [409](#i8c0c7b30733f4c978f188794cebb539f) |

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| [1. Economy, regulation and competition](#i9a41553f8eec4d889f2ddea0648c85fc) | [411](#i9a41553f8eec4d889f2ddea0648c85fc) |
| [2. Significant events in 2025](#i5a94fae801f04355b6d37e994e09d523) | [417](#i5a94fae801f04355b6d37e994e09d523) |
| [3. Group selected data](#ib5125ea8ceac4e1ba40adf7654b412a4) | [418](#ib5125ea8ceac4e1ba40adf7654b412a4) |
| [4. Group financial performance](#i4ab9aaf8185a4f7c8f61628293b21e3b) | [420](#i4ab9aaf8185a4f7c8f61628293b21e3b) |
| [5. Financial information by segment](#iaffb86d9288b400883869021faacbbcf) | [464](#iaffb86d9288b400883869021faacbbcf) |
| [6. Alternative performance measures (APMs)](#iaeec09f00e7c4315b03e3cd73f716dc1) | [499](#iaeec09f00e7c4315b03e3cd73f716dc1) |
| [7. Technological innovation: artificial intelligence,](#i237a8fd3ed4e45cab207dea454d2920a)  [cybersecurity and fintech ecosystem](#i237a8fd3ed4e45cab207dea454d2920a) | [509](#i237a8fd3ed4e45cab207dea454d2920a) |
| [8. Significant events since year end](#i34584e56392c4607a9c47311cf3a66ef) | [512](#i34584e56392c4607a9c47311cf3a66ef) |
| [9. New reporting structure from 1 January 2026](#ied5fe202228147598ac8aec4e7fb2f02) | [513](#ied5fe202228147598ac8aec4e7fb2f02) |
| [10. Trend information 2026](#i986c84c4705b4f54929e3e3bb5774b54) | [537](#i986c84c4705b4f54929e3e3bb5774b54) |

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| [Risk management and compliance](#i6f258b0a4cc0408d9f87fd2fc6b1a37b) | [546](#i6f258b0a4cc0408d9f87fd2fc6b1a37b) |

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| [1. Risk management and control model](#ifd267db8a3954cee9195a6debe7bab1e) | [548](#ifd267db8a3954cee9195a6debe7bab1e) |
| [2. Credit risk](#i96598ae050aa498eac201948bd23efb4) | [556](#i96598ae050aa498eac201948bd23efb4) |
| [3. Market, structural and liquidity risk](#i36ced9d3255e44b19ebe1f924fcac9fb) | [568](#i36ced9d3255e44b19ebe1f924fcac9fb) |
| [4. Capital risk](#idb9254d8236e4f129818f9e6951b429e) | [580](#idb9254d8236e4f129818f9e6951b429e) |
| [5. Operational risk](#i735ec6d47447491cbd989b7c8c057ca8) | [582](#i735ec6d47447491cbd989b7c8c057ca8) |
| [6. Compliance risk](#i2efdd633cbad4518aa4409381b958b33) | [588](#i2efdd633cbad4518aa4409381b958b33) |
| [7. Model risk](#i3570272e5bdb4eb899000b445c7ac7ab) | [594](#i3570272e5bdb4eb899000b445c7ac7ab) |
| [8. Strategic risk](#i8320b2e599bd4ef2b3c6207486787f37) | [596](#i8320b2e599bd4ef2b3c6207486787f37) |

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| [Glossary of terms, acronyms](#i6d13b15979b34cc3816f0a6a5b1b07c1)  [and abbreviations](#i6d13b15979b34cc3816f0a6a5b1b07c1) | [599](#i6d13b15979b34cc3816f0a6a5b1b07c1) |

[Auditor's report and consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_910)   [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_910)

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| [Auditor's report](#ibda9bc5fd6854863b1910f6ecdaa8c80) | [609](#ibda9bc5fd6854863b1910f6ecdaa8c80) |
| [Consolidated financial statements](#i234b0cca2e874fd99a8cd1369ecdb276) | [619](#i234b0cca2e874fd99a8cd1369ecdb276) |

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| [Notes to the consolidated financial](#ia6e929d9e5d64feb92d1bb306f3cd438)  [statements](#ia6e929d9e5d64feb92d1bb306f3cd438) | [635](#ia6e929d9e5d64feb92d1bb306f3cd438) |
| [Appendix](#if459d0354ef844948f93501a1fb28f37) | [864](#if459d0354ef844948f93501a1fb28f37) |

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| [General information](#ic7f69ecd980c4f66957d900cf9c322a7) | [908](#ic7f69ecd980c4f66957d900cf9c322a7) |

Annual report 20254

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

2025

# consolidated

# directors’ report

#### This report was approved unanimously by our board

#### of directors on 24 February 2026

#### Our approach to this document

We changed the layout of our consolidated directors’ report in

2018 to include the contents previously provided in these

documents, which we no longer prepare separately:

• Annual report

• Consolidated directors’ report

• Annual corporate governance report

• Board committee reports

• Sustainability report

• Annual report on our directors’ remuneration

The consolidated directors’ report also includes all information

required by Spanish Act 11/2018 on non-financial information and

diversity and the information on sustainability prepared by the

Group in accordance with the European Standards of Sustainability

Reporting (ESRS). It can be found in the ['Sustainability statement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)

chapter, which constitutes the consolidated non-financial

information statement and sustainability information.

The consolidated directors' report is originally issued in Spanish. In

the event of a discrepancy with this translation, the Spanish-

version prevails.

#### Auditors’ reviews

As required by law, our 2025 consolidated directors’ report was

subject to three reviews by our independent statutory auditors,

PricewaterhouseCoopers Auditores, S.L. They can be summarized

as follows:

• PricewaterhouseCoopers Auditores, S.L. verified that the

information in this report is consistent with our consolidated

financial statements and that its contents comply with applicable

regulation. For more details, see 'Other information:

Consolidated management report section of the ['Auditor’s report'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)

within 'Auditor's report and consolidated annual accounts'.

• PricewaterhouseCoopers Auditores, S.L., issued a verification

report, with limited assurance, on the Consolidated Non-

Financial Information statement and the information on

sustainability required under Act 11/2018 and under the

European Standards of Sustainability Reporting (ESRS) included

in this consolidated directors' report. To read the verification

report, see the  ['Independent verification report'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_280) in the

'Sustainability statement' chapter.

• PricewaterhouseCoopers Auditores, S.L. issued an independent

reasonable assurance report on the design and effectiveness of

Banco Santander's internal control system over financial

reporting, which can be found in section [8.6 'External auditor](#i6ecb2a0d58d04b53bfadfa2a833efaa7_613)

[report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_613)' of the 'Corporate governance' chapter.

#### Non-IFRS and alternative performance measures

This report contains 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, see sections [6.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778)

['Alternative performance measures (APMs)'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) and 9.2 'Alternative

performance measures (APMs) of the new reporting structure' of

the 'Economic and financial review' chapter and section  [SN 9](#i6ecb2a0d58d04b53bfadfa2a833efaa7_268)

['Alternative performance measures (APMs)'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_268) of the 'Sustainability

statement' chapter.

Annual report 20255

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Sustainability information

This report contains, in addition to financial information,

sustainability-related information, including environmental, social

and governance-related metrics, statements, goals, targets,

commitments and opinions. The sustainability information can be

found throughout the report but mostly in the ['Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)

[statement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  chapter.

The sustainability information is provided in accordance with

Directive 2022/2464 on corporate sustainability reporting (CSRD)

and Law 11/2018 on non-financial and diversity reporting.

Sustainability information  is not audited nor, save as expressly

indicated under  ‘Auditors’ reviews’, reviewed by an external

auditor. Sustainability information is prepared following various

external and internal frameworks, reporting guidelines and

measurement, collection and verification methods and practices,

which may materially differ from those applicable to financial

information and are in many cases emerging and evolving.

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.

#### Forward-looking statements

Banco Santander hereby warns that this annual report contains

'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 described elsewhere in

this report), as well as other unknown or unpredictable factors,

could affect our future development and results and could lead to

outcomes materially different from what our forward-looking

statements anticipate, expect, project or assume:

• general economic or industry conditions (e.g., an economic

downturn; higher volatility in the capital markets; inflation;

deflation; changes in demographics, consumer spending,

investment or saving habits; and the effects of the war 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 US, the UK, other European

countries and Latin America;

• 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, dispositions, integrations and challenges arising

from deviating management’s resources and attention from

other strategic opportunities and operational matters;

• reputational risk and potential adverse reactions of stakeholders,

including adverse effects on the market price of our securities;

• 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 industry and governmental standards

and regulations;

• 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.

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 approval of this annual report and are

informed by the knowledge, information and views available on

such date and are subject to change without notice. Banco

Santander is not required to update or revise any forward-looking

statements, regardless of new information, future events or

otherwise, except as required by applicable law.

Annual report 20256

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 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 in this annual

report should be taken as a profit and loss forecast.

#### XHTML electronic format and XBRL tags

This annual report was prepared in eXtensible HyperText Markup

Language (XHTML) format. The consolidated financial statements

and the notes to the consolidated financial statements that it

includes, have been tagged with eXtensible Business Reporting

Language (XBRL), in accordance with Directive 2004/109/EC and

Commission Delegated Regulation (EU) 2019/815.

To view the XBRL tags, you must open this document with an

appropriate viewer. You can find this document with an XBRL

viewer on Banco Santander's corporate website.

#### Not a securities offer

This annual report and the information it contains does not

constitute an offer to sell, nor a solicitation of an offer to buy any

securities.

[Glossary of terms, acronyms and abbreviations](#i6ecb2a0d58d04b53bfadfa2a833efaa7_904)

To facilitate a better understanding of this anual report, a glossary

of terms, acronyms and abbreviations has been included at the end

of the consolidated directors' report.

Annual report 20257

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

![2.Modelo_ENG.jpg]()

Business model and strategy

Annual report 20258

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### The Santander Way

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | Our purpose |  |  |  | Our aim |  |  |  | Our how |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | To help people and  businesses prosper |  |  |  | To be the best open financial  services platform  by acting  responsibly and earning the  lasting loyalty of our people,  customers, shareholders  and communities |  |  |  | Everything we do should be  Simple, Personal and Fair |  |
|  |  |  |  |  |  |  |  |  |  |  |

![Circulo eng.jpg]()

Annual report 20259

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Our business model

#### Generating value for our stakeholders

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| CUSTOMER FOCUS | |  | Building a digital bank with branches |
|  | | | |

→ Customer focus is the essence of our strategy. Our multichannel

offering enables us to fulfil all our customers' financial needs,

making us their global, trusted and responsive partner.

→ Our customer growth investments are centred around three basic

things: providing great products at competitive prices, a frictionless

digital experience and being a trusted financial partner.

→ We are building a digital bank with branches to make our

customers' lives easier. By merging technology with human touch,

we offer fully-digital products while ensuring our branches provide

support and advice. This blend of innovation and personalization

ensures our customers get the best of both worlds.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | 2025 |
| Total customers (mn) | 173 | 180 |
| Active customers (mn) | 103 | 106 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| SCALE | |  | Global & in-market scale |
|  | | | |

→ Santander has a unique combination of global scale and local

leadership.

→ Our activities are organized under five global businesses: Retail &

Commercial Banking, Digital Consumer Bank, Corporate &

Investment Banking, Wealth Management & Insurance and

Payments.

→ These five global businesses support value creation based on the

profitable growth and operational leverage that ONE Santander

and network benefits provide.

→ Our global approach to technology and development of global

platforms is helping us to provide our customers with cost

competitive products and the best digital experience.

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  | ONE  Santander |
| Global businesses |  |  | Retail | | | Retail & Commercial Banking | | | | | } |
|  |  |  |  |  |  |  |  |  |  |
|  | Consumer | | | Digital Consumer Bank | | | | | } |
|  |  |  |  |  |  |  |  |  |  |
|  | CIB | | | Corporate & Investment Banking | | | | | } |
|  |  |  |  |  |  |  |  |  |  |
|  | Wealth | | | Wealth Management & Insurance | | | | | } |
|  |  |  |  |  |  |  |  |  |  |
|  | Payments | | | Payments | | | | | } |
|  |  |  |  |  |  |  |  |  |  |  |  |
| From 2026 onwards, Digital Consumer Bank and Payments will be renamed  Openbank and Payment Solutions, respectively. | | | | | | | | | | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| DIVERSIFICATION | |  | Business, geographical and balance sheet |
|  | | | |

→ Our simple and well-targeted range of products and services

meets the needs of a wide spectrum of customers: individuals,

SMEs, mid-market companies, large corporates, Wealth

Management customers, first-time banking customers, auto

customers and dealers.

→ Santander has a strong, simple and diversified balance sheet in

terms of products, businesses and markets, with a very low

exposure to market risk and is highly collateralized and made up

mainly of loans.

→ Diversification and a medium-low risk profile deliver recurrent pre-

provision profit, with among the lowest volatility across peers.

|  |
| --- |
|  |
| Group net operating income (pre-provision profit) |
| EUR billion |

![28587302329935]()

|  |
| --- |
|  |
| Our unique business model and consistent execution of our strategy provide higher returns  and value creation for our shareholders and, at the same time, lower volatility |

Annual report 202510

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

2025

#### results

#### Record results for the fourth consecutive year with a strong growth of 8 million new

#### customers

|  |
| --- |
|  |
| → Record profit , underpinned by higher customer activity  → Strong operating performance and profitability  on the  back of ONE Transformation  → Solid balance sheet  with robust credit quality and very  strong organic capital generation  → Capital productivity and disciplined capital allocation are  driving double-digit value creation |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| FY'25 Attributable Profit |  | Fees | |
|  |  |  |  |
| €14.1bn  +12% |  | €13.7bn  +5% | |
|  |  |  |  |
| Efficiency ratio |  | RoTE | |
|  |  |  |  |
| 41.2%  –0.6pp |  | post-AT1 | pre-AT1 |
|  | 16.3%  +0.8pp | 17.1%  +0.8pp |
|  |  |  |  |
| CoR |  | CET1 | |
|  |  |  |  |
| 1.15%  -0pb |  | 13.5%  +0.7pp | |
|  |  |  |  |
| TNAVps + DPS |  | EPS | |
|  |  |  |  |
| +14%  YoY |  | +17%  YoY | |

Note: YoY changes. In constant euros: FY'25 attributable profit +16% and fees +9%. CET1 ratio on a phased-in basis, i.e. in accordance with the transitory treatment of the CRR. YoY

comparison based on published Dec-24 ratio, which was calculated on a fully-loaded basis. TNAVps + Cash DPS includes the €11.00 cent cash dividend per share paid in May 2025

and the €11.50 cent cash dividend per share paid in November 2025, both forming part of our shareholder remuneration policy.

#### Delivering on all our 2025 and key Investor Day targets

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | 2025 | |  | 2023-25 | |  |
|  |  |  |  | 2025 | Targets | | 2023-25 | ID targets |  |
| Revenue |  | u |  | €62.4bn | c.€62bn | ü | +8%  CAGR 22-25 | c.7-8%  CAGR 22-25 | ü |
| Fees |  | u |  | +9% | Mid-high single digit  growth | ü | +7%  CAGR 22-25 | c.8-9%  CAGR 22-25 |  |
| Cost base |  | u |  | -1%  in euros | Down vs. 2024 in euros | ü | +4%  CAGR 22-25 | c.4-5%  CAGR 22-25 | ü |
| Efficiency ratio |  | u |  |  |  |  | 41.2%  in 2025 | c.42%  in 2025 | ü |
| CoR |  | u |  | 1.15% | c.1.15% | ü | 1.15%  in 2025 | c.1.0-1.1% |  |
| CET1A |  | u |  | 13.5% | 13%  operating range 12-13% | ü | 13.5%  in 2025 | >12%  post-Basel III | ü |
| RoTE |  | u |  | 16.3  post-AT1 | c.16.5%  post-AT1 | ü | 17.1%  pre-AT1 | in 2025 | 15-17%  pre-AT1 | ü |
| TNAVps + Cash DPS |  | u |  | +14% | Double-digit growth  through-the-cycle | ü | +14%  CAGR 22-25 | Double-digit growth  through-the-cycle | ü |

Note: data and YoY changes in constant euros, unless otherwise indicated. TNAVps + Cash DPS includes the €11.00 cent cash dividend per share paid in May 2025 and the €11.50

cent cash dividend per share paid in November 2025, both forming part of our shareholder remuneration policy.

A. CET1 ratio is phased-in, calculated in accordance with the transitory treatment of the CRR.

Annual report 202511

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Our unique business model and execution of our strategy deliver higher returns with

#### lower volatility

![10 años eng.jpg]()

A. % of operating areas, excluding the Corporate Centre. LatAm includes Rest of the Group.

B. Calculated using quarterly data from Jan-99 to Q3’25. Source: Bloomberg, with GAAP criteria. Standard deviation of the quarterly EPS starting from the first available data since

Jan-99.

Value creation, driven by higher profitability, underpinned by three tenets:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  | Think Value |  |  | Delivering double-digit value creation, on average through-the-cycle |  |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  | Think Customer |  |  | Building a  digital bank with branches with well-targeted products and  services to grow our customer base |  |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  | Think Global |  |  | Leveraging  global and in-market scale, network and tech to deliver  world class-services and accelerate profitable growth |  |
|  |  |  |  |  |  |

|  |
| --- |
|  |
|  |

Annual report 202512

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Think Value

#### Delivering double-digit value creation, on average through-the-cycle

→ Delivering on all key Investor Day targets

FY'25 vs. 2025 ID targets (incl. upgrades in Q4’24)

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Strength |  |
|  |  |  |
|  |  |  |
|  | CET1  13.5%  13% | operating range: 12-13% |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | Shareholder remuneration | |  |
|  |  |  |  |
|  |  |  |  |
|  | Payout  50%  50% target  payout  cash dividend +  SBBB | Additional SBBA  €6.7bn  At least €10bn  total SBB  2025-26B |  |

![TNAV eng.jpg]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Disciplined capital allocation |  |
|  |  |  |
|  |  |  |
|  | RWAs with RoRWA > CoE  89%  c.85% |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | Profitability | |  |
|  |  |  |  |
|  |  |  |  |
|  | RoTE  post-AT1  16.3%  c.16.5% | RoTE  pre-AT1  17.1%  15-17% |  |

#### Think Customer

#### Building a digital bank with branches with well-targeted products and services to grow our customer base

→ We are committed to delivering simple, lovable, life-centric products and experiences for customers

![DigitalBank EN.jpg]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  | 2024 | 2025 |
| Customer centric | Total customers (mn) |  | 173 | 180 |
|  |  |  |  |  |
|  |  |  |  |  |
| Simplification  & automation | Efficiency ratio (%) |  | 41.8 | 41.2 |
|  |  |  |  |  |
|  |  |  |  |  |
| Customer activity | Active customers (mn) |  | 103 | 106 |
|  |  |  |  |  |

A. Share buybacks already executed or launched in 2025 and 2026 to date, against the'at least €10bn Total SBB 2025-26' target. The €6.7bn amount includes i) €1.7bn share

buyback against H1’25 results, already completed on 23 December 2025, ii) €1.8bn share buyback against H2’25 results, announced on 3 February, for which the regulatory

approval has been received, and iii) €3.2bn additional share buyback to distribute approx. 50% of the CET1 capital generated following the completion of the sale of 49% of

Santander Bank Polska to Erste Group on 9 January 2026, as announced on 3 February 2026, for which the regulatory approval has been received. Additionally, €3.3bn against

future results and excess capital are expected to be executed, subject to future corporate and regulatory decisions and approvals.

B. For more details, see section [3.3 ‘Dividends and shareholder remuneration’](#i6ecb2a0d58d04b53bfadfa2a833efaa7_496) in the ‘Corporate governance’ chapter.

Annual report 202513

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Think Global

#### Leveraging global and in-market scale, network and tech to deliver world class-services and accelerate profitable

#### growth

→ Our transformation and five global businesses structurally deliver higher revenue with lower costs, supporting our ambition to

become the most profitable bank in every market where we operate

#### Our five global businesses

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| RETAIL |  | CONSUMER |  | CIB |  | WEALTH |  | PAYMENTS |
|  |  |  |  |  |  |  |  |  |
| Global business  integrating our retail  and commercial  banking activities |  | A digital bank that  combines state-of-  the-art technology  with a personal and  human touch |  | Our global platform  to support corporate  and institutional  clients |  | Common service  models for our private  banking, asset  management and  insurance activities |  | Single infrastructures  for payment solutions |

#### We are a global Retail and Consumer powerhouse with 180 million customers

#### Strong results underpinned by growth across our five global businesses

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | 2025 vs. 2024 | Revenue  (€ bn) | Contribution to  Group revenue | Efficiency | Profit  (€ bn) | RoTE post-AT1 | Profitability 2025  targets | |
|  |  |  |  |  |  |  |  |  |
|  | Retail | 31.2  -0% | 50% | 39.4%  -0.1pp | 7.7  +9% | 17.7%  -0.4pp | c.17% | ü |
|  | Consumer | 13.0  +4% | 21% | 40.6%  +0.5pp | 1.7  +8% | 8.6%  -0.3pp | c.12% |  |
|  | CIB | 8.5  +5% | 13% | 45.5%  +0.0pp | 2.8  +7% | 19.1%  +1.8pp | c.20% | ü |
|  | Wealth | 4.2  +14% | 7% | 35.3%  -2.9pp | 2.1  +27% | 68.5%  -8.4pp | c.60% | ü |
|  | Payments | 6.0  +17% | 9% | 39.2%  -5.3pp | 0.9A  +50% | PagoNxt  EBITDA margin  34.5% +7.0pp | >30% | ü |
|  |  |  |  |  |  |  |  |  |

Note: YoY changes in constant euros.

Contribution to Group revenue as a percentage of total operating areas, excluding the Corporate Centre. Global businesses’ RoTEs are adjusted based on Group’s deployed capital;

targets have been adjusted for AT1 costs.

A. Payments YoY variation excluding the PagoNxt write-downs in Q2’24 of our investments related to our merchant platform in Germany and Superdigital in Latin America

(€243mn, net of tax and minority interests).

Annual report 202514

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Retail & Commercial Banking

Driving operational leverage through ONE Transformation, while delivering a differential customer

experience through our digital bank with branches

![Retail eng.jpg]()

Note: data and YoY changes in constant euros.

A. Metrics cover all products and employees in the branch network in our 10 main countries.

#### Digital Consumer Bank

#### Scaling our digital bank and global platforms while optimizing the funding structure

![Consumer eng.jpg]()

Note: data and YoY changes in constant euros.

ANEAs: average net earning assets, including renting.

Annual report 202515

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Corporate & Investment Banking

#### Leveraging our strengths to better serve our corporate customers and institutions

![CIB eng.jpg]()

Note: data and YoY changes in constant euros.

#### Wealth Management & Insurance

#### Accelerating our customers’ connectivity with our global product platforms

![Wealth eng.jpg]()

Note: data and YoY changes in constant euros.

Assets under management includes deposits and off-balance sheet assets. Revenue including ceded fees includes all fees generated by Santander Asset Management and

Insurance, even those ceded to the commercial network, which are reflected in Retail’s P&L.

Annual report 202516

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Payments

#### Seizing a growing opportunity by capturing scale through global platforms

![Payments eng.jpg]()

Note: data and YoY changes in constant euros.

# transactions include merchant payments, cards and electronic A2A payments. Payments volume includes Total Payments Volume (TPV) in Getnet and Cards spending. Like-for-

like excludes perimeter effects, mainly the decision to discontinue the merchant platform in Germany and Superdigital in Q2 2024.

|  |
| --- |
|  |
|  |

#### Looking ahead

#### Santander is now AT SCALE IN ALL OUR CORE MARKETS which will accelerate our value

#### creation in the next strategic cycle

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Targets market dependent | | | | | | | | |
|  |  |  |  |  |  |  |  |  |
|  |  | Revenue growth |  | Costs |  | Profit |  | CET1 |
| 2026  Excluding Poland,  TSB and Webster in  2025-26 |  | Mid-single  digit  in constant euros |  | Down  in constant euros |  | Up  vs. €14.1bn in 2025 |  | 12.8-13%  operating range: 12-13% |
|  | With fees growing more  than NII |  | Resulting in positive  operational leverage |  |  |
|  |  |  |  |  |  |  |  |  |
| 2027  including TSB and  Webster |  | Double digit  in constant euros |  | Positive  operational  leverage |  | Up  mid teensA  in constant euros |  | >13%  operating range: 12-13% |
|  |  |  |  |  |  |  |  |  |
| 2028 | Imagen12.jpg | | | RoTEB >20% | | | | |
|  |  |  |  |  |  |  |  |  |
| Assuming CoR stable | | | | | | | | |
|  |  |  |  |  |  |  |  |  |
| At least double-digit TNAVps + DPS growth through the cycle | | | | | | | | |

Note: targets market dependent. Based on macro assumptions aligned with international economic institutions. CET1 targets including all the impacts from inorganic transactions.

A. Excluding the capital gain resulting from the sale of Santander Bank Polska to Erste Group in 2026, as well as TSB and Webster integration and restructuring charges.

B. 2028 RoTE is post-AT1.

Annual report 202517

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

![3_Estado_ENG.jpg]()

Sustainability statement

Consolidated non-financial information statement and sustainability information

Annual report 202518

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### About this chapter

This report shows the performance of Grupo Santander in 2025 in those environmental, social and

governance issues that have been identified as material (for the purposes of this report, materiality is

aligned with the European Corporate Sustainability Reporting Directive - CSRD).

|  |
| --- |
|  |
|  |

#### Scope

The information contained covers the core activities of Banco

Santander and its subsidiaries from 1 January to 31 December

2025 (for more details, see Notes [1](#i6ecb2a0d58d04b53bfadfa2a833efaa7_949) , [2](#i6ecb2a0d58d04b53bfadfa2a833efaa7_970) ,  [3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_991)  and [53](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1240)  to the consolidated

financial statements and sections  [3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_664)  and  [4](#i6ecb2a0d58d04b53bfadfa2a833efaa7_691) in the 'Economic and

financial review' chapter). The scope of information and changes in

criteria applied with respect to the 2024 Sustainability statement,

when significant, are reflected in each relevant section and

generally in the '[Sustainability note 1](#i6ecb2a0d58d04b53bfadfa2a833efaa7_217)' of this chapter.

|  |
| --- |
|  |
|  |

#### Regulation, reporting standards and other references

#### that this chapter addresses

This chapter contains the 'Consolidated non-financial information

statement and sustainability information' of Grupo Santander, in

compliance with Directive (EU) 2022/2464, with regard to the

presentation of information on sustainability by companies,

prepared in accordance with the European Sustainability Reporting

Standards (ESRS) framework, comprising Commission Delegated

Regulation (EU) 2023/2772 and Commission Delegated Regulation

(EU) 2025/1416, and in compliance with Law 11/2018, which

amends Article 49 of the Commercial Code, and the Regulation on

European Taxonomy (Regulation (EU) 2020/852 and Commission

Delegated Regulations 2021/2139 and 2021/2178 as amended by

Delegated Regulations (EU) 2022/1214, 2023/2485, 2023/2486

and 2026/73). Likewise, the information included in the section

[2 'Climate, our transition plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)' allows the Group to address the

requirements of Law 7/2021 on climate change and Royal Decree

214/2025 of the Spanish legal system.

|  |
| --- |
|  |
|  |

#### External validation

PricewaterhouseCoopers Auditores, S.L., an independent firm

charged with auditing the financial statements of Banco Santander

S.A. and the Group, issued a verification report, with limited

assurance, on the Consolidated Non-Financial Information and

sustainability statement  required under Act 11/2018 and the

European Sustainability Reporting Standards (ESRS). The report’s

conclusion can be found in the ['Independent verification report'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_280) at

the end of this chapter. For more details on the preparation and

levels of control of sustainability information, see the

'Sustainability information' section in the introductory pages of this

consolidated management report 2025, and the 'Sustainability

note  [1](#i6ecb2a0d58d04b53bfadfa2a833efaa7_217) and [2](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223)' in this chapter.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see ['Sustainability information'](#ib60f7757939d4a1398b11568b2ec4e4d_12378)  in the introduction of  this Annual report |

Annual report 202519

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Contents

|  |  |
| --- | --- |
|  |  |
| [About this chapter](#if1e09ef0e2f24831bdcbd8f153134a3b) | [18](#if1e09ef0e2f24831bdcbd8f153134a3b) |
| [Sustainability 2025 summary](#if42ed6b4cca940f894efea0037bb229f) | [20](#if42ed6b4cca940f894efea0037bb229f) |
| [1. Sustainability at Santander](#iea5387bac1504c5f81e13f2e2f04d000)  [(General information)](#iea5387bac1504c5f81e13f2e2f04d000) | [21](#iea5387bac1504c5f81e13f2e2f04d000) |
| [1.1 Sustainability strategy](#i1ba22c8cc41148d7894ebdca6ba0b0b5) | [21](#i1ba22c8cc41148d7894ebdca6ba0b0b5) |
| [1.2 Materiality assessment](#i326bc50485c24a1e9ae470ba2004c6b0) | [23](#i326bc50485c24a1e9ae470ba2004c6b0) |
| [1.3 Stakeholder engagement](#idad2e4e6bd894f588a0ea20a56df7307) | [25](#idad2e4e6bd894f588a0ea20a56df7307) |
| [1.4 Sustainability governance](#i9252a11e37754c7b8e7e6ffb1d738241) | [29](#i9252a11e37754c7b8e7e6ffb1d738241) |
| [2. Climate transition plan](#ic44b781906f44ecf8fa6b414b449d72e)  [(Environmental information)](#ic44b781906f44ecf8fa6b414b449d72e) | [31](#ic44b781906f44ecf8fa6b414b449d72e) |
| [2.1 Climate Strategy](#i4b674a3281424f02b80da76bfa69a903) | [31](#i4b674a3281424f02b80da76bfa69a903) |
| [2.2 Supporting our customers' transition](#icd63536466a3491eb464585d42e2cfd8) | [33](#icd63536466a3491eb464585d42e2cfd8) |
| [2.3 Embedding ESG factors in risk management](#ie7fb5950fed04bc691afda0495a55078) | [39](#ie7fb5950fed04bc691afda0495a55078) |
| [2.4 Aiming to align our activity with the Paris](#icf534494cb8749918609c31679146a8b)  [Agreement Goals](#icf534494cb8749918609c31679146a8b) | [55](#icf534494cb8749918609c31679146a8b) |
| [2.5 Further actions and enablers](#ie3e9825ab79847c59a5ca74ed27d1404) | [68](#ie3e9825ab79847c59a5ca74ed27d1404) |
| [3. Supporting employees, communities](#i12a69b8f6caf483bb36f97c6ac5eb0e3)  [and customers](#i12a69b8f6caf483bb36f97c6ac5eb0e3)  [(Social information)](#i12a69b8f6caf483bb36f97c6ac5eb0e3) | [70](#i12a69b8f6caf483bb36f97c6ac5eb0e3) |
| [3.1 Our employees](#i66765efbdb0b46d4b435dee6109d72e9) | [70](#i66765efbdb0b46d4b435dee6109d72e9) |
| [3.1.1 Talent and skills development](#i0da6e352fd19461c8992d2cc031054c1) | [70](#i0da6e352fd19461c8992d2cc031054c1) |
| [3.1.2 Working conditions](#if8648ef0353e49c0a438d46bf24119f9) | [72](#if8648ef0353e49c0a438d46bf24119f9) |
| [3.1.3 Inclusive culture](#i9faff5d324f741fa881be0c4afeced2f) | [75](#i9faff5d324f741fa881be0c4afeced2f) |
| [3.1.4 Employee feedback and experience](#ib34abba29daf437696cbad7d650ca1cd) | [76](#ib34abba29daf437696cbad7d650ca1cd) |
| [3.2 Sustainable development in our communities](#ibdbab8fa41ce4a4e81c9a9493276a323) | [77](#ibdbab8fa41ce4a4e81c9a9493276a323) |
| [3.2.1 Supporting the economic and social](#i677a29099ba74740b16f17b451f37363)  [development of our communities](#i677a29099ba74740b16f17b451f37363) | [77](#i677a29099ba74740b16f17b451f37363) |
| [3.2.2 Responsible investment and social finance](#i3597df769c0f4bb993cf6836ae03675c) | [77](#i3597df769c0f4bb993cf6836ae03675c) |
| [3.2.3 Management of environmental and social](#i53f4694cc9e24efeb8df0a85e2663d3e)  [aspects](#i53f4694cc9e24efeb8df0a85e2663d3e) | [80](#i53f4694cc9e24efeb8df0a85e2663d3e) |
| [3.2.4 Community Support](#ia3754ff2774c495b81eb4071cae5680c) | [81](#ia3754ff2774c495b81eb4071cae5680c) |
| [3.3 Our customers](#i3bc88a79f567492abca013803fb644db) | [85](#i3bc88a79f567492abca013803fb644db) |
| [3.3.1 Conduct with customers](#i01729a824e4144379c17fddf9e22954a) | [86](#i01729a824e4144379c17fddf9e22954a) |
| [3.3.2 Financial inclusion and financial health](#ieefb867a2f8d4ccfb52f3c8ac6e8ede8) | [88](#ieefb867a2f8d4ccfb52f3c8ac6e8ede8) |
| [3.3.3 Privacy, data protection and cybersecurity](#i14da50b46bdb467687dbc8da8beee765) | [91](#i14da50b46bdb467687dbc8da8beee765) |

|  |  |
| --- | --- |
|  |  |
| [4. Business conduct](#i5efbbebb586f41468ed3dd67519c9937)  [(Governance information)](#i5efbbebb586f41468ed3dd67519c9937) | [93](#i5efbbebb586f41468ed3dd67519c9937) |
| [4.1 Corporate culture](#i1b6828f2489e48cb9b037d427b2013ba) | [93](#i1b6828f2489e48cb9b037d427b2013ba) |
| [4.2 Ethical conduct](#if2efd642c7794113925e981becb178e0) | [94](#if2efd642c7794113925e981becb178e0) |
| [4.3 Ethical channels](#if351f9f0727d4830aa0168df5ddab552) | [96](#if351f9f0727d4830aa0168df5ddab552) |
| [4.4 Our suppliers](#if6c9d57b094f47e59915f2b69004cf39) | [98](#if6c9d57b094f47e59915f2b69004cf39) |
| [Sustainability notes](#i40886ec218744a1eaeb5ab7b6d95c775) | [99](#i40886ec218744a1eaeb5ab7b6d95c775) |
| [SN 1. Introduction, basis of the consolidated](#i868a16aca9264f33be5d6f567549b40b)  [sustainability statement and other information](#i868a16aca9264f33be5d6f567549b40b) | [99](#i868a16aca9264f33be5d6f567549b40b) |
| [SN 2. Sustainability governance](#ie68e5850ceaf45448a1330f99198bb16) | [110](#ie68e5850ceaf45448a1330f99198bb16) |
| [SN 3. Materiality assessment – Detailed](#i4005fa0ef4f3489f9d1cc5c5f924b6aa)  [methodology](#i4005fa0ef4f3489f9d1cc5c5f924b6aa) | [114](#i4005fa0ef4f3489f9d1cc5c5f924b6aa) |
| [SN 4. Climate transition plan](#ifdc56c0580ce4a5082f8227dabe94a50) | [123](#ifdc56c0580ce4a5082f8227dabe94a50) |
| [SN 5. EU Taxonomy](#iced6ab5fef7e4e63930e55a9225a4902) | [125](#iced6ab5fef7e4e63930e55a9225a4902) |
| [SN 6. Classification system and funding framework](#i6e4662116b4c4a33bc2eb2b810a14f1b) | [127](#i6e4662116b4c4a33bc2eb2b810a14f1b) |
| [SN 7. Our progress in figures](#if266c0535b2b4f56b1de6811a45e1947) | [129](#if266c0535b2b4f56b1de6811a45e1947) |
| [SN 8. Additional metrics to comply with Spanish](#i297d9b8c9ad64f90bed47309f74af4a7)  [Act 11/2018](#i297d9b8c9ad64f90bed47309f74af4a7) | [226](#i297d9b8c9ad64f90bed47309f74af4a7) |
| [SN 9. Alternative performance measures (APMs)](#i9fe69f7c45da4f678a2a1a2d9d6d4181) | [227](#i9fe69f7c45da4f678a2a1a2d9d6d4181) |
| [SN 10. Non-financial information Act 11/2018](#ieb03d31e894e4050bcf7ffa5b97dc25f)  [content index](#ieb03d31e894e4050bcf7ffa5b97dc25f) | [230](#ieb03d31e894e4050bcf7ffa5b97dc25f) |
| [SN 11. Commission Delegated Regulation (EU)](#i7c8dec8972c44bf6a06f161cc5253025)  [2023/2772 on sustainability reporting](#i7c8dec8972c44bf6a06f161cc5253025)  [standards content index](#i7c8dec8972c44bf6a06f161cc5253025) | [235](#i7c8dec8972c44bf6a06f161cc5253025) |
| [Independent verification report](#i17663445ceb74fc4afa43b64edf2195a) | [243](#i17663445ceb74fc4afa43b64edf2195a) |
| [Other sustainability information](#i3ac8d57df72b46078556e689ece73be3) | [249](#i3ac8d57df72b46078556e689ece73be3) |
| [Table of equivalence between CSRD and ISSB](#if016c66b49a943b6adb39735d2a08d2d) | [249](#if016c66b49a943b6adb39735d2a08d2d) |

Annual report 202520

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

### Sustainability

### 2025summary

#### We help people and businesses prosper

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| CountrySide.gif | We contribute to the economic, financial and social development of our communities. |  |
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| → EUR  332.9 billion to help people buy homes, enabling  3.6 million families to access housing. EUR 209.7  billion  to purchase other goods.  A | | |
| → EUR  318 billion to help set up or grow companies (including  743,000 SMEs and sole traders).B | | |
| → EUR  12.3 billion paid to suppliers.  92%  are local and account for  90% of total procurement turnover. | | |
| → EUR  9.6 billion in taxes paid by the Group and  EUR  12.5 billion in third party taxes channelled to tax authorities. | | |
| → EUR  163.7 million in community support, helping  9.9 million people and organizations. Since 2023, we have allocated EUR 311 million  to promote education, employability and entrepreneurship. | | |

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| StockSchange.gif | We help our customers progress in their  sustainability goals. |  |
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| → EUR  174 billion in green finance raised and facilitated since  2019, reaching our  EUR 120 billion  target 18 months early. | | |
| → Additionally,  our credit stock in green mortgages and auto  aligned with EU Taxonomy grew 8% . | | |
| → We reached   EUR 129.9 billion in assets under management in  socially responsible investment, reaching our EUR 100 billion  target nine months early. | | |
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| SecurityPerson.gif | We offer a range of products and services  tailored to our customers’ needs. We follow  responsible practices, support their financial  inclusion, and protect their information. |  |
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| → 6.3 million new people financially included since 2023,  reaching our 5 million target to 2025 half year early.  → Our microfinance propositions in Latin America reached 1.8  million underbanked entrepreneurs with EUR 1.26 billion in  credit disbursed. | | |
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| People3.gif | We help our employees develop by promoting an inclusive culture and lifelong learning, and by providing  fair working conditions. |  |
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| → 198,403 employees. EUR 13.6 billion paid in wages and benefits.C  → 38.5% of our senior leaders are women. | | |
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| PublicBuilding.gif | We act responsibly through a strong culture, governance and conduct. |  |
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| We help people and businesses  prosper by providing responsible,  accessible financial solutions in the  markets where we operate. |  | We take business driven  decisions to create  sustainable value for our  shareholders. |  | We identify and manage material  risks in accordance with local law and  regulation and our risk appetite to  support long-term resilience. |
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| We engage with our stakeholders  and consider their views to act in the  long-term interests of our business  and our customers. |  | We deploy our business model to  tackle global challenges creating profit  with purpose. We believe economies  function best when open, fair and  rules-based competition can thrive. |  | Our goals are designed to identify  and capture opportunities, aiming to  help our customers' in their  sustainability goals. |
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A. Credit stock and mortgage holdings as at 31 December 2025. The credit stock figure excludes information relating to Santander Bank Polska S.A. and its subsidiaries

B. Credit stock as at 31 December 2025. Data for small and medium enterprises (SMEs) and sole traders covers individual customers with an outstanding loan at

2025 year end. The credit stock figure excludes information relating to Santander Bank Polska S.A. and its subsidiaries

C. Does not include information relating to Santander Bank Polska S.A. and its subsidiaries

Annual report 202521

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

1. Sustainability at Santander

#### (General information)

#### 1.1 Sustainability strategy

Grupo Santander’s purpose is to help people and businesses

prosper. We aim to be the best open financial services platform by

acting responsibly and earning the lasting loyalty of our

employees, customers, shareholders and communities.

Grupo Santander serves over 180 million customers worldwide

through our unique combination of global scale and local

leadership. We’re among the top 3 in lending, deposits and mutual

funds in most of our core markets. Our leadership position speaks

to our scale and the competitive advantage that our integrated

model affords.

Our diverse customer base includes individuals, SMEs, large

corporates, high net worth clients and others, all with varying

financial needs and expectations that can change overnight. Our

simple, tailor-made products and services, coupled with our

multichannel proposition, seek to meet those needs.

Santander has c. 200,000 employees and our activities are

organized under five global businesses: Retail and Commercial

Banking; Digital Consumer Bank; Corporate and Investment

Banking; Wealth Management and Insurance; and Payments.

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|  | For more details on the value chain, see  [SN 1](#i6ecb2a0d58d04b53bfadfa2a833efaa7_217)[.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_217)  For more details on the distribution of employees by geographical area,  see  [Table 6](#i23f9fb5f929046d98e601e31f4353e8c_0-0-1-3-3384596) in [SN 7.3 Employees](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) |

Our sustainability strategy focuses on matters that pose material

opportunity, risk and impact to Santander (see section [1.2](#i6ecb2a0d58d04b53bfadfa2a833efaa7_67)

['Materiality assessment'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_67)) and has five pillars:

1. Help our customers in meeting their goals in their transition to a

low-carbon economy while also managing climate-related risks

and impacts.

2. Help our employees develop by promoting an inclusive culture

and learning and providing fair working conditions.

3. Contribute to the economic, financial and social development of

our communities, with a special focus on education,

employability and entrepreneurship.

4. Be a trusted partner to our customers, with products and

services that adapt to their needs, while applying responsible

practices, supporting their financial inclusion, and protecting

their information.

5. Act responsibly through a strong culture, governance and

conduct.

Our sustainability strategy is informed by the regulatory

frameworks of the markets where we operate, in accordance with

local law and regulation, and it is shaped by public policies. It

embeds the Group’s three action lines: Think Value, Think

Customer and Think Global to drive business growth and become

more resilient to increasing environmental, governance and social

risks.

→ Think Value: Profitable growth makes us resilient and able to

withstand shocks, invest in our employees and customer value

proposition, support our communities, and create value for our

shareholders.

→ Think Customer: Be the partner of choice for our customers by

offering the best products and helping them in their transition to a

low-carbon economy and support their financial inclusion and

financial health (including financial education).

→ Think Global: Use our scale and local leadership to tackle global

sustainability challenges.

Having cemented the foundations of our strategy, the Group is

focusing on a new phase of execution to accelerate operational

transformation, continue our path of customer growth, and

strengthen sustained value creation, leveraging in our global scale.

#### Embedding our sustainability strategy

Santander’s sustainability strategy forms part of the Group’s

strategic plan, three-year financial plans, and annual budget. Our

Chief Executive Officer (CEO) leads the preparation of our financial

plan every year. The plan includes sustainability targets and

priorities that are consistent with our long-term strategy and the

applicable law and regulation. The strategy committee, executive

committee and the Group board of directors review the plan’s

outcome. Furthermore, all global businesses and each subsidiary

have their own financial plan that is reviewed to make sure it aligns

with the Group plan.

The Risk function conducts an analysis and challenge of the

strategic plan to identify potential threats that may compromise

the achievement of the Group's objectives. The risk control

committee and the board's risk supervision, regulation and

compliance committee discuss the outcome of this analysis.

Additionally, Santander has internal policies that establish the

principles, key processes, roles and responsibilities, and the

governance and tools associated with the management of risks

arising from environmental, social and governance factors. We

base this model on the Group's risk principles and culture; a clear

governance structure; and advanced risk management tools and

procedures.

Annual report 202522

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Santander regularly conducts an emerging risks exercise to identify

key threats to our strategic plan under theoretical stress scenarios

with low likelihood of occurrence. This exercise also considers

climate change factors such as physical and transition risk in

accordance with local law and regulation.

We aim to detect, assess and monitor risks that may have a

significant impact on our business model, profitability and solvency

to keep our strategy robust.

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|  | For more details, see chapter  [1.4 'Sustainability governance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_70) |

The Group’s sustainability strategy is implemented across the five

global businesses and metrics and targets that in some cases form

part of our remuneration schemes.

#### Corporate and Investment Banking

Our ambition is to be a strategic partner for our customers by

helping them achieve their transition and sustainability goals in a

profitable way.

We support our customers in pursuing those goals by offering

them products and services that follow the strictest integrity

standards. We focus on capturing business opportunities across

strategic transition themes, such as scaling low-carbon

infrastructure, accelerating emerging and enabling clean

technologies, mobilising sustainable capital markets and

supporting sustainable trade, supply chains and working capital.

Please see section [2.2.1 'Corporate and investment banking (CIB)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_94)'

for further detail and case studies.

We have been a leader in renewable energy project finance for a

decade. We met our target of EUR 120 billion in green finance

raised or facilitated (between 2019 and 2025) 18 months early. In

2025 we reached a total of EUR 174 billion in green finance raised

or facilitated by year end. We also acted as adviser on several of

the world’s biggest renewable energy financing transactions.

We support our clients by evaluating the robustness of their

transition plans and advising on key levers for improvement,

manage climate risks and progress towards achieving their climate

objectives in high-emitting sectors. Transition planning is assessed

in context, considering developments of local economy plans and

policy backdrop.

#### Retail and Commercial Banking

Our ambition is to be a driver of sustainable growth and to provide

solutions for all our customers (individuals, SMEs, large

corporates, and institutions).

We offer products and services that are designed to aid the energy

transition of homes and businesses according to best market

practice and to support the profitable and sustainable growth of

our business customers. We adapt our value proposition to each

market to align our action with local demands, regulation,

macroeconomic landscapes, in accordance with local law and

regulation.

We also work closely with multilateral development banks in

initiatives that support sustainable and energy transition in the

markets where we operate.

We measure the emissions of the key commercial and residential

property portfolios in Portugal, Spain and the United Kingdom and

agriculture portfolios in Brazil and identify alignment levers to our

customers' transition.

We also provide financial inclusion and health solutions. In June

2025, six months early, we reached our target to financially include

five million people between 2023 and 2025, giving support to

underbanked individuals through microfinance and banking access.

By year end we reached 6.3 million new people reached through

financial inclusion measures since 2023. Moreover, we run

financial education activities, which often reinforce our financial

inclusion programs.

Additionally, Santander is aiming to provide EUR 400 million in

support to education, employability and entrepreneurship between

2023 and 2026, while increasing the number of people engaged in

these programmes, including through platforms such as Santander

Open Academy.

#### Digital Consumer Bank

Our ambition is to continue supporting our customers’ transition,

namely in the auto finance market — where we are global leader

with more than 20 million customers — and the consumer finance

market.

We are supporting the transition by financing solutions that drive

fewer emissions, in accordance with local law and regulation. For

instance, through electric vehicle financing in Europe, where our

market share in 2025 stood at over 10%, with EUR 7.3 billion in

loans. An increased share of electric vehicles contributes to the

alignment of the auto financing portfolio in Europe and to our 2030

alignment target.

#### Wealth Management and Insurance

Our ambition is to address our customers' investment demand,

providing a sustainable proposition through our funds, portfolios,

insurance products and advisory services. In March 2025, nine

months early, we achieved our target of EUR 100 billion in assets

under management in socially responsible investment (SRI). By

year end this figure reached a total of EUR 129.9 billion.

We continue to bolster our sustainable solution proposition for

customers, including a wide range of fixed income, equity, mixed

and alternative funds, as well as themed products focused on

climate, energy transition and social well-being. Moreover, we

have SRI life-savings portfolios and products, as well as the ability

to build customized mandates around specific sustainability

preferences.

#### Payments

We continue to make headway in lowering the environmental

footprint of our cards by using sustainable materials and

promoting the recycling of cards. In 2025, 97% of the cards we

acquired were made of sustainable materials (recycled PVC / PLA),

which backs our commitment to follow a more environmentally-

friendly payment model.

We are also promoting financial education and health among our

customers through the creative Pay Smarter concept.

PagoNxt aims at continuing contributing to financial inclusion of

individuals, small businesses and sole traders in the communities

where we operate, particularly in South America.

|  |  |
| --- | --- |
|  |  |
|  | For more details on how our global businesses implement our  sustainability strategy, see section  [2.2 Supporting our customers in their](#i6ecb2a0d58d04b53bfadfa2a833efaa7_91)  [transition goals'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_91)' and  [3.2 Communities' sustainable development](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172) |

1 We identified and published 32 IROs in annual report 2024. To align material impacts, risks and opportunities with our management throughout 2025, we merged six IROs

into three to give a new total of 29. Merged IROs: E1 opportunities (O Growth in the financing of renewable energy and other energy transition solutions). + O Revenue growth

by providing our customers with sustainable solutions in such sectors as construction, mobility or agriculture), Negative impacts of S3 (I- Finance activities (in any customer

segment) that breach the bank’s policies and jeopardize the well-being of present and future generations. +  I- Potentially negative impact on the environment or society by

failing to sufficiently involve appropriate stakeholders or use suitable customer identification and management mechanisms when providing finance to a customer or project),

Negative impacts of S4 (I- Negative impact on the customer if the bank fails to provide sufficient information on the product or service they are signing up for. + I- Negative

impact on the customer by failing to guarantee access to, or the use of, products and services that may present certain obstacles or weak spots).

2 In accordance with local law and regulation

Annual report 202523

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#### 1.2 Materiality assessment

We presented our first double materiality assessment, which

aligns with the CSRD, in 2024. This report is based on the same

analysis disclosed in our previous Sustainability Statement, with

minor amendments to align material impacts, risks and

opportunities with our management throughout 2025. During

2026, we plan to update our DMA to inform our action starting

from 2027.

As regards the CSRD, this assessment sets out the sustainability

topics that are material to Santander. We identify and manage our

material sustainability impacts, risks and opportunities (IROs) by

implementing appropriate governance, policies, actions, metrics

and targets for them. We apply a pragmatic approach that focuses

on supporting our business and resilience, in accordance with local

law and regulation in the markets where we operate.

We identified 29 IROs 1 within the five sustainability topics that are

material to Grupo Santander: E1) Climate change (see section

[2. 'Climate transition plan'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)), S1) Own workforce (see section

[3.1 'Our employees'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157)), S3) Affected communities (see section

[3.2 'Sustainable development in our communities'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172)), S4) Consumers

and end users (see section [3.3 'Our customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187)), and G1) Business

conduct (see section [4. 'Business conduct'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)). The table below breaks

down the impacts (positive and negative), risks and opportunities

of each topic. We manage them in accordance with local law and

regulation.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  | Impact materiality | |  | Financial materiality | |
|  | Sustainability topics (ESRS) | + | – |  | Risk | Opportunity |
| ÿ | E1: Climate Change |  |  |  |  |  |
|  | E2: Pollution |  |  |  |  |  |
|  | E3: Water and marine resources |  |  |  |  |  |
|  | E4: Biodiversity and ecosystems |  |  |  |  |  |
|  | E5: Resource use & circular economy |  |  |  |  |  |
| ÿ | S1: Own workforce |  |  |  |  |  |
|  | S2: Workers in the value chain |  |  |  |  |  |
| ÿ | S3: Affected Communities |  |  |  |  |  |
| ÿ | S4: Consumers & end-users |  |  |  |  |  |
| ÿ | G1: Business conduct |  |  |  |  |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| ÿ Material | Thresholds: |  |  |  |  |  |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| g | Critical | g | Significant | g | Informative | g | Minimal |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| E1 |  | Climate change |
|  | I+   Contribution to protecting the environment by driving an increase in the use of renewable energy and other low-carbon  technologies.  I+   Contribution to reducing the Group’s scope 1 and 2 greenhouse gas emissions.  I-   Adverse impact on climate and the environment due to the bank’s financing of, or investment in, certain non-  sustainable assets and activities.  O   Growth in the financing and investment in transition and clean tech solutions, supporting the economy and key sectors  such as energy, construction, mobility and agriculture.  R  Reputational risk based on the perception of the Bank's progress with Group climate-related policies and objectives in  certain jurisdictions and that could lead to other type of risk implications. 2 |

Annual report 202524

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| S1 |  | Own workforce |
|  | I+  Promotion of the health, well-being and security of our employees in a safe and inclusive workplace; facilitate a positive  work-life balance between personal and professional life through policies that foster the balance between them.  I+  Promotion of a workforce that reflects the society we live in and encourages collaboration and provides opportunities  for all our employees, irrespective of personal characteristics and in compliance with the law.  I+ Promotion of  continuous career development and personal growth through learning and development programmes.  I+ Promotion of the general well-being of employees and provide appropriate remuneration under equal conditions based  on merit and market rates.  I-  Harm employees if unlawful discriminatory conduct, inadequate working conditions, harassment or corruption occur.  R  Potential risk of conflict with employees based on the infringement of their rights. |
| S3 |  | Affected communities |
|  | I+   Support of economic growth and job creation in the regions where we operate, providing credit to people and  businesses.  I+  Contribution to sustainable development through financing and investment that promotes sustainable performance in  companies, addresses societal challenges, mitigates a specific issue, or pursues better societal outcomes.  I+  Contribution to education, employability and entrepreneurship, as well as to community development through support  programmes.  I-   Finance activities (in any customer segment) that breach the bank’s policies and jeopardize the well-being of present  and future generations or fail to sufficiently involve appropriate stakeholders or use suitable customer identification  and management mechanisms when providing finance to a customer or project. |
| S4 |  | Consumers and end users |
|  | I+ Positive impact on customers due to the bank’s offer of products and services that adapt to their needs and expectations  and promote financial inclusion and health.  I+  Education on, and awareness of, cybersecurity to understand potential threats and ways to repel them.  I-  Negative impact on the customer if they do not have access to complaints channels or if, after making a complaint, the  bank fails to take the necessary action.  I-   Negative impact on the customer if the bank fails to provide sufficient information on products or services or to  guarantee access to, or the use of, products and services that may present certain obstacles or weak spots.  I-   Potential infringement of customers’, employees’ or shareholders’ rights if a lack of appropriate technical or  organizational measures to protect their personal data according to law and the practices set by the Group occur.  R  Potential losses due to fines or a reduction in the number of customers if a failure to detect or respond effectively to  breaches of privacy occur.  R  Potential losses due to complaints or a reduction in the number of customers if substandard customer practices occur. |
| G1 |  | Business conduct |
|  | I+   Act responsibly and consider investors’ interests and the impact on employees, broader society and the environment;  pay taxes to support the distribution of wealth.  I+  Protect the confidentiality of users of the bank’s ethical channel and have an effective reporting system in place that  follows robust principles and procedures.  I+  Promote responsible practices among vendors; engage with them, assess their performance in environmental, social  and governance (ESG) matters and give them recommendations and tools to improve.  I-  Negative impact on the environment or broader society by failing to implement measures to resolve incidents through  complaints or reporting channels or due to a lack of continuous improvement actions.  I-  Harm broader society through bribery or corruption.  R  Potential risk from failing to ensure the operational resilience of the value chain by assessing vendors’ solvency,  reputation and compliance with the law.  R  Risk stemming from improper conduct that makes illicit funds or assets appear legitimate and, therefore, facilitates  illegal activity or to benefit from it. |

Key:  I+  Positive impact  I-  Negative impact   R Risk  O Opportunity

Annual report 202525

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

We consider these five sustainability matters non-material (given

that none of the impacts, risks and opportunities connected to

them reach the materiality threshold): pollution; water and marine

resources; biodiversity and ecosystems; resource and circular

economy; and workers in the value chain.

However, we address aspects of nature and biodiversity that are

most closely related to climate objectives within our transition

plan.

|  |  |
| --- | --- |
|  |  |
|  | For more information, see section  [2.3.5 'Our approach to nature](#i6ecb2a0d58d04b53bfadfa2a833efaa7_124)  [and biodiversity'.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_124) |

We conduct this assessment for the entire Group, including our

own operations and our value chain, using the available

information and tools; and by engaging our key stakeholders (see

section [1.3 'Stakeholder engagement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_64)). We also conducted a

materiality assessment in all our subsidiaries, in accordance with

local law and regulation, the findings of which provided feedback

on the Group's materiality, while the Group's materiality informed

local materiality.

The results reflect a short to medium-term time horizon (~1-5

years) for which most of the information is available. However, a

qualitative analysis suggests that if we used a long-term horizon,

there would be no changes to the results and IROs that are

material.

The materiality assessment is connected to key risk management

processes across the Group. It provides input for the emerging risks

exercise and links to other internal risk exercises.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see section [2.3 'Embedding ESG in risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_109)  [management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_109) |

The board of directors upon a proposal submitted by the

responsible banking, sustainability and cultural committee

approved the bank’s double materiality assessment, material

impacts, risks and opportunities, and sustainability strategy.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see  [SN 3. 'Materiality assessment methodology'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_226) |

#### 1.3 Stakeholder engagement

Santander maintains ongoing engagement with its stakeholders

and does so guided by the principles of transparency, honesty and

impartiality. This dialogue enables us to better understand their

expectations, share our priorities and identify areas for

improvement in our activities.

We embed the insights gathered through this engagement, where

relevant to do so, into the bank’s key processes, including strategy

setting, financial planning and the formulation of objectives. The

corresponding senior management committees at country, global

business and Group level, and, where appropriate, the relevant

governance bodies and the board, review and discuss these

elements when presenting the results of the double materiality

assessment and progress with the management of impacts, risks

and opportunities (IROs).

Our engagement approach is tailored to the characteristics of each

stakeholder group. Through our various communication and

listening channels, we identify key messages and expectations that

inform our management decisions. In addition to these ongoing

processes, we conduct targeted stakeholder engagement as part of

the double materiality and due diligence exercises, which enables a

deeper analysis of the most relevant aspects for each stakeholder

group. The specific actions derived from this information, together

with the associated monitoring mechanisms and governance

model, are described in more detail in the related chapters of this

report, as indicated by the corresponding links. In addition, we

incorporate the perspective of so-called silent stakeholders

(individuals or groups who do not directly participate in dialogue)

through the analysis of external reports, sector studies and market

intelligence.

We adapt our stakeholder engagement objectives for each group:

![GruposInteresPuzzleENG.jpg]()

The section below provides more details on each stakeholder

group, the channels we use to engage with them, and the main

information we collect.

|  |  |
| --- | --- |
|  |  |
| empleados.jpg | Employees |

We run three main listening exercises:

• Your Voice: our people, culture and organization function is

responsible for the employee listening channel, which

measures engagement and gathers feedback. An independent

third party manages this feedback confidentially and provides

us with aggregated information only to preserve the

anonymity of employees and their responses.

|  |  |
| --- | --- |
|  |  |
|  | For more details on the results and actions stemming from 'Your  Voice', see section [3.1 'Our employees’.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) |

Annual report 202526

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

• Canal Abierto: our compliance function is responsible for

providing an anonymous and confidential channel to enable

employees to report misconduct and breaches of the General

Code of Conduct. This channel also receives reports from third

parties, such as vendors, customers and investors.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see section  [4.3 'Ethical channels'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_208) |

• Dialogue with employees’ legal representatives: in addition

to the above mechanisms, employees’ legal representatives

play a key role as a spokesperson for our workforce. That's why

we encourage and maintain permanent, fluid and direct

dialogue, engagement and negotiation with them through

trade unions and works councils. We also channel discussions

on industrial relations through these representatives in the

markets where they exist.

In order that the relationship between the bank and

employees’ legal representatives remains productive and fluid,

we engage with them through:

- Santander's bodies for engagement with employees’ legal

representatives and through formal councils and committees

set up for this purpose;

- Meetings to address specific matters, direct contact and

information exchange platforms.

The Labor Relations function also facilitates mechanisms for

communication between employees’ legal representatives and

the people they represent and those affiliated to trade unions

according to the regulations and agreements that apply in each

market.

|  |  |
| --- | --- |
|  |  |
|  | For more details on social dialogue see section  [3.1 2'Working](#i6ecb2a0d58d04b53bfadfa2a833efaa7_163)  [conditions’.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_163) |

|  |  |
| --- | --- |
|  |  |
| clientes.jpg | Customers |

The listening process varies according to customer type:

• Retail customers: the aim is to measure their satisfaction and

experience in each of our core markets through regular Net

Promoter Score (NPS) surveys following customer interactions.

We also run a customer experience benchmark to help us

identify our competitive positioning, with results twice a year.

Both exercises aim to spot areas for improvement that we pull

together in action plans with the relevant unit´s management

committee oversight.

|  |  |
| --- | --- |
|  |  |
|  | For more details on our complaints handling system, see section  [3.3 'Our customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) |

• Wholesale customers: we identify needs and areas for

improvement as part of our customer relations and dialogue on

an ad hoc basis. Bankers escalate the insights gain that either

need management or provoke actions to adjust our commercial

strategy.

Customer feedback is also collected by customer interaction

teams (customer experience and customer service team, among

others) and fed back into key bank processes overseen by

governance bodies.

|  |  |
| --- | --- |
|  |  |
| accioistas.jpg | Shareholders and investors |

We engage with our shareholders and investors to strengthen ties

and offer a value-added proposition that sets us apart. We use

surveys, events, direct contact and other channels (with digital

channels gaining traction) to enable close dialogue that helps this

group understand the business better and communicate with

senior management. For more details, see section [3.1 'Shareholder](#i6ecb2a0d58d04b53bfadfa2a833efaa7_490)

[communication and engagement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_490) in the 'Corporate governance'

chapter.

|  |  |
| --- | --- |
|  |  |
| comunidades.jpg | Communities |

To understand the needs and challenges of the communities where

we operate, we gather information from several sources:

• Individuals: The Customer Experience function runs mass

surveys to learn about how the communities we serve perceive

our actions.

• Non-governmental organizations (NGOs): The Sustainability

and Social Action functions engage in two-way communication

with the leading civil organizations in our markets.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see section ['3.2.4 Community Support'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_184) |

• Under our Environmental and social (E&S) risk management

policy and the Equator Principles, we conduct analyses on the

environmental and social risks that our activities might have on

our communities, including the rights of indigenous

populations, in accordance with local law and regulation.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see section'  3.2.3  [Management of environmental](#i6ecb2a0d58d04b53bfadfa2a833efaa7_181)  [and social aspects'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_181) |

3 In line with our principles of transparency, honesty and impartiality, Grupo Santander may only finance political parties on an exceptional and arm's length basis, and with

approval from the Group executive committee. These standards prohibit making monetary or in-kind donations and contributions to elections. Total or partial debt

cancellation for political parties and their affiliates is strictly prohibited. While Grupo Santander may negotiate the terms of any political party debt, the interest rate charged

must never fall below the market rate.

Annual report 202527

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Our 2025 engagement in numbers

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| People2Empleados.jpg |  | People2Clientes.jpg |  | People3Shareholders.jpg |  | People3.jpg |
| Employees  80% participation in our Your  Voice survey A  4,507 reports received  through ethical channels ( 2%  over total headcount)  A  141,684  employees answered the  survey based on the total number of  employees eligible to participate, i.e.  employees who have been with the  organization for less than 3 months,  long-term absentees, employees  without access to the corporate  intranet, and employees without  access to the corporate intranet are  excluded. |  | Customers  Over 10.4 million surveys to  customers  772,780  formal complaints  received (4.3 per 1,000  customers)B  B Calculated based on the Group’s total  customer base at year-end 2025  (180 million). |  | Shareholders  &   Investors  137,416 responses by retail  shareholders and institutional  investors through quality  surveys and studies  4,673  responses by retail  shareholders on Santander's  perception  219   events with retail  shareholders  1,511 interactions with  institutional investors (55  on  ESG matters) |  | Our communities  218 interactions with NGOs  enabled us to gather and  address the needs of the  communities where we  operate and to understand  the impact of our activities |
|  |  |  |  |  |  |  |

Santander also engages with other stakeholders, including the

political environment and public authorities; supervisors and

regulators; banking sector; ESG rating agencies; as well as other

relevant stakeholder groups.

|  |  |
| --- | --- |
|  |  |
| entorno.jpg | Political parties and authorities |

We interact in political debate and with authorities in their role as

policymakers on key topics that affect our sector, broader society

and the environment 3.

|  |  |
| --- | --- |
|  |  |
| supervisores.jpg | Supervisors and regulators |

We maintain ongoing dialogue with supervisors and regulators at

local, European and international level, which enables us to

understand their priorities and expectations and to work towards

compliance with applicable requirements and recommendations.

As part of the regulatory debate, we participate in consultations

and initiatives relating to matters relevant to the Group, its

employees, its customers and the communities it serves.

Santander engages in dialogue with authorities such as the Basel

Committee, the Financial Stability Board, the European Banking

Authority, the European Central Bank, the institutions of the

European Union, national central banks, ministerial

representatives, members of government and parliamentarians,

among other actors that contribute to shaping the regulatory

framework, including sustainable finance.

In 2025, the Group responded to 79 international and European

consultations. In addition, Santander was represented at various

meetings and forums related to the evolution of the sustainable

finance framework, including the Brazilian G20 Presidency and

United Nations Climate Change Conference 2025 (COP30) held in

Belém in 2025, which provided opportunities for exchange with the

relevant stakeholders.

|  |  |
| --- | --- |
|  |  |
| sector.jpg | Banking sector |

We work closely with sector and non-sector bodies, including the

Institute of International Finance, the Association for Financial

Markets in Europe, the European Banking Federation, Business

Europe and Digital Europe, as well as foundations and think tanks.

We work together to find common ground on issues such as the

implementation of the EU Taxonomy, the framework for

sustainability disclosure and reporting, and ongoing efforts to

pinpoint and manage climate-related risks. We take part in these

debates through consultations, workshops and other channels and

by facilitating the exchange of views between key stakeholders at

events such as the International Banking Conference and other

events that Banco Santander organizes every year.

Annual report 202528

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |
| --- | --- |
|  |  |
| agencias.jpg | ESG rating agencies |

In 2025, we maintained our position in MSCI (AA) and Leadership

level in CDP (score changing from A to A-). We scored 9.9 points in

Sustainalytics, improving to ‘Negligible Risk’ category, and

remained in the C+ category in the bi-annual ISS assessment.

|  |  |
| --- | --- |
|  |  |
| é |  |
| Negl | 10 - 0 |
| Low | 20 - 10 |
| Med | 30 - 20 |
| High | 40 - 30 |
| Severe | 100 - 40 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| = | A | |
| A | | Leadership |
| A- | |
| B | | Management |
| B- | |
| C | | Awareness |
| C- | |
| D | | Disclosure |
| D- | |

|  |
| --- |
|  |
| = |
| AAA |
| AA |
| A |
| BBB |
| BB |
| B |
| CCC |

![Sustainalytics_Logo.gif]()

![Carbon_disclosure_project_logo.gif]()

![msci-logo.gif]()

A. In CDP we remain at Leadership level.

|  |  |
| --- | --- |
|  |  |
| DocumentRoll.jpg | Other relevant sustainability stakeholders |
|  |  |

Santander engages as well with other relevant sustainability

stakeholders such as UNEP FI, Global Compact and WBCSD. We

engage with them sharing our progress and gathering their

feedback and guidance.

UNEP FI Principles for Responsible Banking (UNEP FI PRB)

Santander has been a member of the United Nations Environment

Programme Finance Initiative (UNEP FI) since 1992 and a founding

member of the Principles for Responsible Banking (PRBs) since its

launch in 2019. UNEP FI feedback has informed our action during

2025:

– Principle 1: Our sustainability strategy, integrated in the

corporate strategy, is aligned with inclusive and sustainable

growth (see section [1.1 'Sustainability strategy'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_61)), and focuses

on matters that pose material opportunity, risk and impact to

Santander. Our operations have the greatest impact on the

SDGs 8, 13 and 16, while support as well the SDGs 1, 4, 5, 7,

10, 11, 12 and 17.

– Principle 2: In our materiality assessment we identified 29

material impacts, risks and opportunities (IROs) in five

sustainability matters (see section  [1.2 'Materiality](#i6ecb2a0d58d04b53bfadfa2a833efaa7_67)

[assessment'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_67)) . For the impact estimation we used, among

others, the UNEP FI tool. In this Sustainability Statement, we

inform about our progress towards our objectives in climate

(see section [2. 'Climate transition plan'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)) and employees,

customers and communities (see section [3. 'Supporting](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154)

[employees, communities and customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154)), among others.

– Principle 3: Our Responsible Banking and Sustainability

policy sets out the general principles, targets, objectives and

strategy that should guide the Group's progress in

sustainability, including how we support our customers'

transition (see section [2.2 'Supporting our customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_91)

[transition'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_91)) and financial health and inclusion (see section

3.3.2 'Financial health and inclusion').

– Principle 4: We proactively and continuously engage with our

key stakeholders through various channels, as explained in

this section. This engagement helps us to understand their

priorities and concerns, and act accordingly.

– Principle 5: Sustainability is embedded in our governance

(see section [1.4 'Sustainability governance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_70)) . The board of

directors is responsible for approving the sustainability

strategy and the board's committee (RBSCC) oversees the

development of the strategy and policies.

– Principle 6:  Our Consolidated non-financial information

statement and sustainability information is verified through a

limited review by an independent third party (see section

['Independent verification report'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_280), which can be found at the

end of this chapter).

Global Compact

Santander has been a participant of the UN Global Compact since

2002. This Sustainability statement reflects our progress and

support for the 10 Principles of the UN Global Compact in the areas

of human rights, labour, environment and anti-corruption.

World Business Council for Sustainable Development (WBCSD)

We are members of WBCSD since 2015 and as such we gather

their feedback and comments on our progress around the

membership criteria and our sustainability statement.

Annual report 202529

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 1.4 Sustainability governance

The Group's board of directors is responsible, among other things,

for approving the sustainability strategy.

The responsible banking, sustainability and cultural committee

assists, among other matters, in the development and

implementation of the Group's sustainability strategy and

responsible business policies, in support of the board of directors,

through monitoring, supervision and evaluation of these. The

committee works in coordination with other board committees

which also analyse specific sustainability topics. The audit

committee is responsible for supervising and reviewing the

financial and non-financial information process, as well as the

internal control systems. In turn, the risk supervision, regulation

and compliance committee supports and advises the board of

directors in defining and assessing the Group’s risk policies and in

determining the risk appetite — current and forward-looking — as

well as the strategy and culture in this area. For more information

on the composition, operation and activities undertaken in 2025 by

these committees, see [‘Corporate governance’](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) chapter.

The overseeing of material sustainability issues, as well as the

main lines of action for their management, are periodically

reviewed through the bodies shown below, which together form

the governance of the function:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Santander Group board of directors  Sets the sustainability strategy and prepares annual accounts and management report, which shall include sustainability  statement,  in accordance with local law and regulation | | | | |  |
|  | é |  | é |  | é                                 é |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Risk supervision, regulation  and compliance committee  Support the board of directors in  determining the risk appetite.  Oversee the integration of  environmental, social and governance  risks into management, in coordination  with the responsible banking,  sustainability and culture committee. |  | Audit committee  Reviews Banco Santander and Group  financial statements and non financial  information, monitor legal  requirements compliance and assesses  information and internal control  systems.  Assess the process for preparing and  presenting non-financial information,  including sustainability information, in  coordination with the responsible  banking, sustainability and culture  committee. |  | Responsible banking, sustainability and  culture committee  Advise the board of directors on the design of the  responsible banking and sustainability strategy and  policies.  Oversee the integration of ESG risks into management, in  coordination with the risk supervision, regulation and  compliance committee.  Assess the process for preparing and presenting non-  financial information, including sustainability information,  in coordination with the audit committee. |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | é |  |  | é |  |  | é                                 é | | |  |
| Executive & management level (main bodies & functions) | | | | | | | | | |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | Risk control committee |  | Accounting, financial management  and sustainability information  corporate committee | | |  | Sustainability, risk, ESG Reporting and ESG  businesses function | | |  |
|  |  |  |  |  |  |  |  |  |  |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Defence lines: | | | | | |  |
|  |  |  |  |  |  |  |
|  | 1 st line of defence  (Business owners, general accounting and  management and sustainability function) |  | 2 nd line of defence  (Risk & compliance) |  | 3 rd line of defence  (Internal Audit) |  |
|  |  |  |  |  |  |  |

¢  Overall responsibility    ¢  Supervisory oversight    é Reporting     é Risk    é Impact    é Opportunities

|  |  |
| --- | --- |
|  |  |
|  | For more details on  sustainability governance, see note  ['SN 2. Sustainability governance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223). |

4 The Universal Declaration of Human Rights, the International Labour Organisation Declaration on Fundamental Principles and Rights at Work, the United Nations Guiding

Principles on Business and Human Rights, the OECD (Organization for Economic Cooperation and Development) Due Diligence Guidance for Responsible Business Conduct,

and others.

Annual report 202530

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 1.4.1 Integration of sustainability-related

#### performance in incentive schemes

Grupo Santander’s remuneration policy reflects our strategic and

long-term sustainability objectives and is aligned with the

regulations in the markets in which we operate. Variable pay is

based on pre- determined, specific and quantifiable financial,

sustainability-based and value-creation targets, except where to

do so for local employees would be in conflict with local laws.

Our remuneration scheme integrates sustainability metrics

consistent with Santander strategy, in accordance with local law

and regulation.

The long-term incentives (LTI) scheme applies to our top Groups'

executives, including the Executive Chair and the CEO.

Sustainability has formed part of the LTI schemes since 2022, with

a 20% weighting.

In 2025, 7% of the variable remuneration received by the Executive

Chair and the CEO has been linked to sustainability (vs. 8%) in

2024), while 2% of their total remuneration has been linked to

climate actions as last year.

The sustainability component of short-term variable remuneration

is evolving consistently with ESG risk management. Therefore, we

are incorporating environmental and social risk management

indicators, within the qualitative risk modifier of the Group’s short-

term incentive framework for 2026 in accordance with local law

and regulation (see section [6. 'Remuneration'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_562) in the 'Corporate

Governance' chapter.

The board of directors approve these sustainability incentives

schemes on the basis of the proposal made by the responsible

banking, sustainability and cultural committee and the

remuneration committee.

The proposal for 2026-2028 will be subject to vote at the Annual

General Meeting in 2026, in accordance with local law and

regulation (see section [6. 'Remuneration'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_562) in the 'Corporate

Governance' chapter.

1.4.2

#### Human rights due diligence

Santander seeks to respect and protect the human rights of

stakeholders in the operations and countries where it operates,

and these are reflected in management and governance practices.

• the responsible banking and sustainability policy approved by the

board of directors incorporates defence of human rights.

• looking after our employees’ health and promoting decent

employment, the preservation of freedom of association and

collective bargaining and the prohibition of slavery and child

labour.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see section  [3.1 'Our employees'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) |

• protecting our customers’ human rights through responsible

business practices and the protection of their data.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see section   [3.3 'Our customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) |

• assessing the human rights impact on transactions with

customers through environmental and social (E&S) analysis.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see section  [3.2.3. 'Management of](#i6ecb2a0d58d04b53bfadfa2a833efaa7_181)  [environmental and social aspects'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_181) |

• embedding environmental and social aspects, including human

rights, in our supply chain management.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see section  [4. 'Business conduct'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199) |

• Canal Abierto is a key tool to identify, manage and resolve

potential human rights-related incidents or violations to protect

our customers, employees, suppliers and the communities we

serve.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see section  [4.3 'Ethical channels'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_208) |

The results of the human rights due diligence exercise informed

the 2024 double materiality assessment. This exercise was carried

out in line with international standards 4, including measures

related to labour rights, customer protection and responsible

business conduct in relevant activities. For more details on our

human rights due diligence, see santander.com/en/our-approach/

policies.

Annual report 202531

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2. Climate transition plan

#### (Environmental information)

#### 2.1 Climate Strategy

#### 2.1.1 Our approach

Santander has identified material impacts, risks and opportunities in the double materiality assessment linked to climate. As required by the

European Corporate Sustainability Reporting Directive (CSRD), below we disclose our transition plan, based on three pillars to support our

customers and the communities we serve in their transition objectives; assess our customers’ climate-related risks to manage the impact on

their business and on our operations; and work to the align our portfolios,  in accordance with local law and regulation.

1

#### Supporting our customers in their transition goals

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| --- |
|  |
|  |

We support our customers in the

transition to a sustainable economy.

We’re making headway with our target

of raising or facilitating EUR 220 billion in

green finance between 2019 and 2030,

after having achieved our EUR 120 billion

target eighteen months early. We offer

our customers guidance, advice and

specific solutions, as well as a wide

range of products to invest in according

to their sustainability preferences.

Additionally, in March 2025, we reached

our target of EUR 100 billion in assets

under management (AUM) in socially

responsible investment (SRI) nine

months early.

2

#### Embedding ESG

#### in risk management

![PlantLeaves.jpg]()

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| --- |
|  |
|  |

We embed climate, environmental and

social aspects in risk management from a

regulatory and control perspective,

including a materiality assessment that

feeds into our double materiality

assessment and sustainability strategy.

3

#### Aiming to align our activity with the Paris Agreement Goals

![WindPower.jpg]()

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| --- |
|  |
|  |

We work aiming to align our portfolio

with the Paris Agreement goals to help

limit global warming. We either set

sector portfolio alignment targets or

portfolios under monitoring. We closed

2025 with six targets in five sectors,

additional portfolios under monitoring

and an alignment approach for our asset

management activity. The management

of these targets and portfolios under

monitoring, in line with the rest of the

IROs, is carried out in accordance with

local law and regulation in the markets

where we operate. Their update and

evolution reflect the present and

expected performance of the economies

and customers we serve.

In our own operations we continue to

reduce our impact on the environment by

implementing efficiency measures,

achieving in 2025 our target of 100%

renewable electricity in our main

markets.

To achieve this, we engage with our different stakeholders:

• Customers: developing products/services adapted to their needs;

participating in a collaborative network of institutions to create

financing opportunities; and developing tools to assess the

performance and progress of our customers’ transition plans.

• Key climate actors: participating in local and international

organizations, initiatives and working groups that help us

develop capabilities.

• Authorities: participating in debates with regulators,

policymakers and supervisors on the most important climate-

related developments to the bank and its employees, customers

and the communities where we operate.

• Communities: supporting a number of local initiatives to tackle

climate change and environmental challenges, and generate

positive social impact.

Annual report 202532

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#### 2.1.2 Context: Challenges and opportunities

The energy transition is progressing with increasing structural

depth and being driven by technological developments and the

growing competitiveness of low-carbon solutions. According to the

World Economic Forum (WEF), the green economy has become

one of the world's most potent drivers of growth (second only to

the technology sector), with renewable energy expanding rapidly

in over 80% of countries. Should this trend persist, installed

renewable capacity could double by 2030, supported by solar

energy, grid modernization, storage and electrification.

According to the International Energy Agency (IEA), investment in

clean energy in 2025 was higher than USD 2 trillion, which is twice

the investment in fossil fuels (around USD 1 trillion) and shows a

shift in the allocation of capital towards low-carbon technologies.

This is evident in the job market, where there are now more people

working in clean energy than in fossil fuels worldwide.

Advances in technology also serve to reinforce this trend.

According to the WEF, economically competitive solutions can

mitigate over half of global emissions, which is enabling many

sectors to set more precise transition pathways to 2030 and 2035.

Several countries have updated their Nationally Determined

Contributions (NDC) with more detailed plans. Some, including

Brazil, Portugal, the UK and the US, have recorded double-digit

declines in per-capita emissions over the past 20 years, driven by

changes in the energy sector and land use.

Nonetheless, global emissions continue to rise, and national

commitments are yet to align fully with a pathway that is

compatible with limiting warming to 1.5°C. Differences persist

across regions and sectors. Global energy demand continues to

grow, which makes it necessary to ramp up secure, affordable and

sustainable wherever possible solutions.

Against this backdrop, there is an opportunity to mobilize capital

towards the transition and to support companies and governments

in drawing up and implementing credible alignment strategies that

are aligned with local laws and policy goals in each jurisdiction.

Innovation, regulation, investment and technical advisory services

will play a key role in turning current momentum into a deep,

global transformation.

#### 2.1.3 Our ambition

Our approach is to help our customers transition to a low carbon

economy by offering finance and advice, while we continue

working towards net-zero carbon emissions by 2050.

The transition will depend on a number of factors beyond our

control, including public policy frameworks and incentives that

accelerate alignment in the real economy, as well as continued

technological developments supportive of the energy transition.

Capital will flow to markets where risk-return and demand for

sustainable technologies work. Policy and regulation are key

enablers for this to happen; and this in turn, is reflected in our

performance and the annual review.

#### 2.1.4 Our

#### objectives

A

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|  | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |  | 2025/2030 target |  |
| Green finance raised and facilitated  (accumulated EUR bn) B | 19.0 | 33.8 | 65.7 | 94.5 | 115.3 | 139.4 | 174.0 |  | 120 bn by 2025 | ü |
|  | 220 bn by 2030 |  |
| AuM in Socially Responsible Investments  (accumulated EUR bn) |  |  | 27.1 | 53.2 | 67.7 | 88.8 | 129.9 |  | 100 bn by 2025 | ü |
| Thermal coal-related power & mining phase  out (EUR bn) |  |  |  |  | 4.4 | 4.2 | 2.3 |  | 0 by 2030 |  |
| Emissions intensity of power generation portfolioC |  |  |  |  | 149 | 88 |  |  | 102 - 124 kgCO2e/  MWh in 2030 |  |
| Emissions intensity of oil & gas portfolioC,D |  |  |  |  | 3.08 | 3.15 |  |  | 2.31 - 3.03 tCO2e/TJ  in 2030 |  |
| Emissions intensity of steel portfolioC |  |  |  |  | 1.47 | 1.51 |  |  | 1.17 - 1.28 tCO2e/tS  in 2030 |  |
| Emissions intensity of auto-manufacturing  portfolioC |  |  |  |  | 135 | 128 |  |  | 80 - 98 gCO2/vkm  in 2030 |  |
| Emissions intensity of auto-lending portfolio C.E |  |  |  | 137 | 133 | 129 |  |  | 70 - 109 gCO2e/vkm  in 2030 |  |
| Electricity from renewable sourcesF | 50% | 57% | 75% | 88% | 97% | 96% | 100% |  | 100% by 2025 | ü |

In 2025:

→ we continue working to align our key portfolios; we also

disclosed emissions for our mortgages and commercial real

estate portfolios in Portugal, in addition to those of Spain and

the UK;

→ we continued managing our own operations'  scope 1 and 2

emissions', with reductions plans and offsetting remaining ones;

and we kept our offices and buildings in our core markets free of

single-use plastics to meet our target.

A. The efforts to meet these targets are in accordance with local law and regulation.

B. Includes Grupo Santander's contribution to green finance: project finance; green bonds; export finance and advisory services to help customers transition to a low-carbon

economy.

C. The figures displayed are the latest available given limited data availability from customers to assess financed emissions. We used Banco Santander's internal calculation

methodology, which is based on the Partnership for Carbon Accounting Financials (PCAF), 2022.

D. It includes scope 1 and 2 emissions from the upstream oil & gas portfolio. Scope 3 is considered in the primary energy mix index monitoring metric.

E. Consumer lending for the purchase of passenger cars in Europe.

F. In countries where we can verify electricity from renewable sources at Banco Santander properties. It considers the 10 core markets where we operate.

For more details of the scope and update of targets, see section  [2.4.1 'Aligning our portfolios'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_130).

Annual report 202533

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 2.2 Supporting our customers' transition

In this section we cover how Santander manages the following

IRO:

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|  | I+ | Contribution to protecting the environment by driving  an increase in the use of renewable energy and other  low-carbon technologies. |  |
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|  | O | Growth in the financing and investment in transition  and clean tech solutions, supporting the economy and  key sectors such as energy, construction, mobility and  agriculture. |  |
|  |  |  |  |

As a bank, our main lever is to support customers' transition. We

continue to enhance our sustainable finance and advisory

proposition in our global businesses by:

1. identifying trends and needs in the economies and customer

segments we serve;

2. having commercial teams in place with the skills required to

meet these needs, and

3. developing the support structure for these skills, including our

value proposition, standards, governance, and systems.

In Corporate & Investment Banking (CIB), we have reached EUR

174 billion in green finance raised and facilitated since 2019,

achieving our EUR 120 billion by 2025 target, and are working

towards reaching EUR 220 billion by 2030. In 2025, Wealth

reached EUR 129.9 billion in assets under management (AuM) in

socially responsible investment (SRI), reaching our EUR 100 billion

target nine months early.

We identify business opportunities by assessing key sectors,

working closely with our customers, and harnessing the

knowledge of our sustainability experts.

The Group calculates the ratio of green assets that align with the

European Taxonomy. In 2025, this ratio reached 3.35% (3.28% in

2024). The volume of assets as at 2025 year-end that aligned with

the European Taxonomy was EUR 28.1 billion for mortgages and

EUR 12.0 billion for auto. For more details, see [SN 5.'European](#i6ecb2a0d58d04b53bfadfa2a833efaa7_235)

[Taxonomy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_235)'.

Regarding investment through our assets management business

SAM, the top three climate-related opportunities are:

• new climate solutions that include products and services that

boost diversification, competitive advantage and revenue;

• lower-emission energy sources that benefit from less exposure

to greenhouse gas (GHG) emissions, lower costs, and policy

incentives; and

• efficient production and distribution of resources to reduce

operational costs and raise both production capacity and the

value of fixed assets.

#### Transition finance and just transition

Our role in the transition entails contributing to sustainable

development by supporting customers and economies according to

their specific needs and circumstances. It is vital that the transition

is just and inclusive, and considers regional and sector

particularities to avoid isolating communities and stranding assets.

We aim to embed and promote the just transition through our

engagement approach, our risk management policies and

processes, and our sustainable and investment products, in

accordance with local law and regulation. We consider this

approach when devising our policies and reviewing our Sustainable

Finance and Investment Classification System (SFICS), which covers

activities that aim to address or mitigate social and environmental

issues; bring the spotlight on protecting the Amazon biome (given

our operations in Brazil) and helping local communities.

All transactions and products labelled as sustainable pass through

ESG classification meetings to ensure alignment with the SFICS.

We manage these transactions and products through an

automated corporate tool that we have implemented in our core

markets and that provides full decision traceability and

comprehensive documentary support.

#### 2.2.1 Corporate and investment banking (CIB)

CIB has raised and mobilized  174 billion euros in green finance

globally between 2019 and December 2025. The green finance

target focuses on green use of proceeds (such as renewable

energy) across products where well-recognized public information

is available.

|  |
| --- |
|  |
| GREEN FINANCE VOLUMES FROM 2019 TO 2025 |
| Raised or facilitated. EUR bn. |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 174 |  | 220 |
| 2019 |  | 2030 |

|  |
| --- |
|  |
| 2025 GREEN FINANCE VOLUMES (TOTAL EUR 34.6 bn)  -  SPLIT BY PRODUCT |
| Raised or facilitated. EUR bn. |

![442]()

DCM (Debt capital markets); M&A (Mergers and Acquisitions)

Information obtained from public sources, such as Infralogic, Dealogic, TXF or

Bloomberg league tables. All roles undertaken by Banco Santander in the same

project are accounted for. Other sustainable finance components, such as financial

inclusion and entrepreneurship, are excluded. Green Finance raised and facilitated is

not a synonym of EU Taxonomy. Information from League Tables extracted by 12

January 2026, at the latest.

Annual report 202534

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Santander’s sustainable finance proposition is built on long-

standing expertise in renewable energy and a broad range of

structuring, advisory and financing solutions across products,

sectors and geographies. This approach is underpinned by the

bank’s customer climate tiering methodology, which supports the

identification of priority transition areas at client level and provides

benchmarking to support alignment strategies. In 2025, Corporate

& Investment Banking supported customers through a wide range

of transactions addressing key aspects of the transition to a low-

carbon economy. We ensure that our customer climate tiering

approach remains in compliance with applicable local laws and

regulations in the markets where we operate. The case studies

below illustrate how this activity is deployed across strategic

transition themes.

#### Scaling low-carbon energy infrastructure

Santander supported the development and expansion of

renewable and low-carbon generation capacity across a wide

spectrum of technologies. This included multiple advisory and

financing roles in solar, offshore and onshore wind projects,

hydroelectric as well as nuclear (Sizewell C in the UK) assets across

our global footprint.

Offshore Wind in Poland

Santander acted as Financial Advisor to Equinor and Polenergia for

Project Rondo in the financing of two offshore wind farm projects

in Poland, with a combined value of over EUR 6 billion and a total

capacity of 1,440 MW. This deal amounts to the largest ever

financing raised in Poland and is Santander’s largest ever project

finance advisory. It is also the first transaction on the market with

the Polish export credit agency KUKE's cover in the form of a Green

Guarantee, for which Santander also acted as Agent, and one of the

largest projects supported by Euler Hermes.

Onshore Wind in Finland

Santander acted as the Sole Underwriter and Bookrunner for

Project Amidala, project financing for two greenfield onshore wind

farms in Finland with a total capacity of 472 MW. The project is

sponsored by OX2 (owned by EQT), and has long term PPAs with a

multinational corporate offtaker. Project Amidala is a landmark

transaction in the Nordics, as the largest renewable energy deal in

Finland to date and one of the largest in the region.

Hydro in the United States

Santander acted as Joint Placement Agent and Sole Structuring

Agent in the market leading Smoky Mountain transaction. A USD

543 million financing of four hydroelectric facilities on the Cheoah

and Little Tennessee rivers in North Carolina and Tennessee. The

deal included a USD 435 million rated USPP alongside a USD 108

million Debt Service Reserve and Letter of Credit Facility. Smoky

Mountain incorporated Santander's Variable Amortization

structure, bringing the technology to a new geography and sector

following its success in European renewables.

Variable Amortization allowed enhanced debt sizing while

derisking debt through a structure which ties amortization to asset

performance, and Santander played a key part structuring the deal

and assisting in the rating process. Smoky was also the first U.S.

Private Placement/Institutional deal incorporating this technology

and Santander was a lead agent, driving a successful placement

process.

#### Accelerating emerging and enabling technologies

Battery energy storage represented a key focus area for Santander

in 2025, due to its role in enabling renewable integration and grid

stability. Santander advised and financed multiple storage

platforms and projects across our global business platform.

Battery Energy Storage System (BESS) in the United Kingdom

Santander acted as Financial Advisor, Mandated Lead Arranger,

Hedge Counterparty, Account Bank and LC Fronting Bank to Fidra

Energy on the up to GBP 445 million platform equity capital raise,

securing investment from EIG and the National Wealth Fund, as

well as on the GBP 594 million greenfield debt financing of Thorpe

Marsh. The transaction demonstrates Santander’s continued

leadership in advising on, and financing, large battery storage

projects critical for the energy transition. Thorpe Marsh is the UK’s

largest battery energy storage project and the largest BESS

financing in Europe.

Solar and BESS in the United States

Santander acted as Financial Advisor to Origis Energy on Brookfield

& Antin's strategic investment to support the growth of its utility-

scale solar and battery storage platform in the US. This investment

will accelerate the deployment of utility-scale solar and BESS

projects to increase zero-carbon generation and grid-firming

storage capacity. This will strengthen Origis’s ability to deliver

large-scale alignment solutions to customers and support the

integration of more variable renewables. Santander also supported

Origis Energy’s goal to grow its renewable platform by serving as

Green Loan Coordinator in the portfolio project financing of two

renewable energy projects in June 2025, and Co-Green Loan

Coordinator for the project financing of a solar and BESS project in

Q42025.

#### Supporting capital rotation and platform development

Santander supported customers in executing strategic M&A and

equity transactions to recycle capital and support growth. This

included multiple M&A and advisory roles across different

geographies and green technologies.

Offshore Wind in Germany

Santander acted as sell-side M&A advisor to Iberdrola on the 49%

stake sale of Windanker Offshore Wind Farm, valued at EUR 1.28

billion. This transaction marks another successful offshore wind

farm-down for Iberdrola and further strengthens CIB’s position as a

leading advisor in the offshore wind sector.

Solar and BESS in the United States

Santander served as M&A advisor to Morgan Stanley Infrastructure

Partners (MSIP) on its strategic investment in Torch Clean Energy

to support Torch’s transition from a development platform into an

integrated clean-power platform (scale up development,

construction and asset management across utility-scale solar and

BESS). Santander subsequently supported MSIP and Torch as a

Green Loan Coordinator with an underwrite of the debt facilities to

support a solar and battery energy storage system (BESS) project in

Arizona.

#### Mobilising sustainable capital markets

Through Debt Capital Markets, Santander supported FIs (Financial

Institutions), SSAs (Sovereigns, Supranationals and Agencies) and a

broad range of corporates across industries in accessing green,

social, sustainable and sustainability-linked funding. In particular,

2025 saw a significant milestone with the first European Green

Bonds (EuGB) issued under the European Green Bond Standard –an

EU regulation coined as the ‘gold standard’ of green bonds. In Latin

Annual report 202535

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America, Santander maintained its leading position in structuring

and executing sustainable financial transactions in the bond

market, ranking as top 1 underwriter for sustainable bonds

according to Bloomberg league tables.

DCM - Green and Sustainability-Linked

Santander helped place numerous inaugural European Green

Bonds from issuers across the corporate, FIG and SSA space.

Santander supported the Italian utility A2A, ASN Bank, ABN Amro,

Terna and Comunidad de Madrid in their inaugural EuGB.

Santander also continued to actively participate in landmark

sustainable debt transactions throughout 2025, including

supporting the Republic of Poland’s return to the green bond

market, acting as Joint Lead Manager on the sovereign’s EUR 1.25

billion 12-year green tranche (as part of a EUR 3.0 billion dual

tranche issuance). Santander also acted as Joint Bookrunner and

Sustainability Structuring Agent on one of the few debut

sustainability-linked bonds seen this year, supporting Żabka Group

– an ecosystem of convenience stores – issue its PLN 1 billion 5-

year sustainability-linked bond, with targets related to sustainable

products and packaging circularity.

Notable sustainable deals that Santander supported in Latin

America this year include our Sustainability Structuring Agent,

Global Coordinator and Joint Bookrunner roles for Colbún – a

Chilean electric utility – on its USD 500 million 10-year green bond;

our Joint Sustainable Structuring Agent and Joint Bookrunner role

in Empresas CMPC’s USD 600m sustainable hybrid transaction,

which won Corporate Sustainable Deal of the Year at the Latin

Finance awards; and a Joint Lead Manager role on Corporacion

Andina de Fomento’s first sustainable bond, with the development

bank placing a EUR 1.5 billion 7-year issuance.

#### Supporting sustainable trade, supply chains and working

#### capital

Santander also provided transactional banking solutions for

customers in the form of sustainability-linked transactions and

trade finance solutions.

Sustainability-Linked Receivables in Chile

Santander signed a landmark Sustainability-Linked Receivables

Purchase Program in Chile with Patagoniafresh (subsidiary of

Empresas Iansa), which was selected as Best ESG Working Capital

Initiative at the Working Capital Awards 2025.

Wind in Europe

Santander and the European Investment Bank (EIB) signed a EUR

500 million counter-guarantee agreement that Santander will use

to create a portfolio of bank guarantees of up to EUR 1 billion,

expected to unlock EUR 8 billion of investment to support wind

energy equipment manufacturing companies in Europe. The

agreement is part of the EIB’s EUR 5 billion wind power package to

boost Europe’s wind power manufacturing sector and accelerate

the energy transition. The operation is backed by InvestEU, the EU

programme that aim to mobilize investment of more than EUR 372

billion by 2027.

#### Financing renewable

#### energy - Overview

Grupo Santander has been a leader in renewable energy finance

for more than 10 years. In 2025, we were among the top banks in

terms of number of transactions and deal value globally, with 100

transactions closed and a 5.58% market share according to

Infralogic:

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| Top 10 renewable energy financing banks in 2025 | | | | |
| Rank | Loan Provider | Vol. (EUR  million) | No.  transactions | Market  Share |
| 1 | Banco Santander | 12,244 | 100 | 5.58% |
| 2 | Bank 1 | 11,018 | 119 | 5.03% |
| 3 | Peer 1 | 8,641 | 98 | 3.94% |
| 4 | Bank 2 | 8,025 | 90 | 3.66% |
| 5 | Peer 2 | 6,852 | 72 | 3.13% |
| 6 | Peer 3 | 6,541 | 76 | 2.98% |
| 7 | Bank 3 | 6,324 | 80 | 2.81% |
| 8 | Bank 4 | 5,765 | 73 | 2.56% |
| 9 | Bank 5 | 4,329 | 49 | 1.92% |
| 10 | Peer 4 | 3,965 | 50 | 1.76% |

Peers are BBVA, BNP Paribas, Citi, Crédit Agricole, HSBC, ING, Itaú, Scotia Bank and

UniCredit. Data extracted by 12 January 2026, at the latest.

The greenfield renewable energy projects that we financed or

advised on in 2025 have a total installed capacity of 16.8 GW. We

also helped expand, enhance and sustain renewable energy

brownfield projects that have a total installed capacity of 32.1 GW.

The greenfield renewable energy projects Santander participated

in as financier or advisor in 2025 can power 15.7 million

households per year.

Santander continues to demonstrate a leading role in the fast-

growing battery storage sector, according to Infralogic.

#### 2.2.2 Retail and Commercial Banking

Retail & Commercial Banking’s sustainable finance activity in 2025

combined a range of financing solutions, advisory services and

enabling structures designed to support customers at different

stages of their sustainability journey. This approach included

dedicated green products, sustainability-linked loans (SLL), which

we strive to ensure remain in accordance with local law and

regulation in the markets where we operate, advisory partnerships

and internal capability building. The initiatives below illustrate how

these elements were deployed across our core markets.

#### Green and transition financing solutions

Santander offered a broad range of green and transition financing

products across markets. In Spain, the ICO Mecanismo

Recuperación y Resiliencia Verde line provided preferential

financing for projects in renewable energy, energy efficiency,

electric transport, the circular economy and social housing. In

Brazil, sustainable operations expanded significantly, driven by

renewable energy, sustainable agriculture and transport; and

Financing lines for solar panel installation further supported

customer-led energy transition projects. In the UK we also provided

funding for a range of renewable energy projects as the first co-

located solar and battery energy storage project finance

transaction within the Santander Group. Santander Chile marked a

Annual report 202536

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milestone in sustainable finance by finalizing the first Receivables

Purchase Program linked to sustainability.

#### Sustainability-linked loans

Sustainability-linked loans, which we strive to ensure remain in

accordance with local law and regulation in the markets where we

operate, played a key role in incentivising customers to align their

operations with measurable sustainability targets. In Poland,

Santander Bank Polska signed an EUR 110 million SLL with

Heimstaden, linked to emissions reduction objectives in the

residential real estate sector. SLLs also formed a core part of the

proposition for large corporates in Spain.

#### Advisory, partnerships and customer support

Santander complemented financing with advisory services tailored

to customer maturity. In Spain, sustainability advisory services

were supported by a Sustainability Reporting Guide for SMEs.

Different strategic alliances supported asset alignment, grant

management and carbon footprint offsetting. In Brazil, advisory

and digital platforms such as Fit connected consumers with

renewable energy producers. In UK we further strengthened our

customer support by forming a strategic partnership, offering CCB

customers access to tailored sustainability tools and expert advice;

our 'test and learn' initiatives included cashback offers, in-depth

retrofit advice, and updated energy performance certificates (EPC)

assessments, providing insights into how best to support

households in enhancing energy efficiency.

In Argentina, we enable through partnerships agricultural

producers to access lower environmental-impact inputs and the

financing tools needed to implement them. In Portugal, the

Santander Foundation in partnership with Universidade Católica,

and through the platforms Santander X and Santander Open

Academy, delivered training programs in sustainable finance for

SMEs and Individuals, with a focus on sustainability reporting.

#### Capability building and market infrastructure

Santander in Spain embedded sustainability culture across its

commercial networks through dedicated training and sustainability

ambassadors. In Brazil, the bank played a prominent role in the Eco

Invest Programme, mobilising private capital for ecological

transition projects. In Colombia, Banco Santander Colombia issued

its first sustainable bond, supporting sustainable mobility, financial

inclusion and energy transition projects.

#### Working with multilateral institutions

Santander continues to strengthen its strategic collaboration with

multilateral development banks (MDBs) to support our customers

transition in Europe and Latin America. Through these agreements,

the Group mobilizes financing that enables our customers to

undertake green investment, boost energy efficiency and

accelerate alignment, while contributing to global environmental

objectives.

In 2025, we entered into  26 new financing agreements with

MDBs. Of these, 16 include a green component, aimed at

promoting projects linked to the energy transition and climate

change mitigation, for an aggregate amount close to EUR 1,623

million. These agreements will support the construction and

sustainable renovation residential and commercial buildings,

investment in energy efficiency, the expansion of renewable

energy, sustainable agricultural financing, low-emission mobility

and transport solutions, and other initiatives.

Among the most notable transactions of the year was a cash

securitization signed in September in Spain, structured in

collaboration with the European Investment Bank (EIB) and the

European Investment Fund (EIF). This deal combines financing and

guarantee mechanisms to expand the granting of eligible loans to

SMEs and midcaps, and support sustainable companies and the

construction of energy-efficient buildings.

In Brazil, we built on our partnership with the IFC through a Blue

Loan aimed at micro and small enterprises that contribute to

efficient water use and the protection of water resources, as well

as through an AB Loan that expands green financing for

sustainable investment under the Eco Invest programme. These

investments also cover low-emission mobility, sustainable

agriculture, and clean energy. Both transactions significantly

increase the availability of sustainable credit in key productive

sectors in Brazil.

In Chile, Santander agreed on a risk participation facility with the

IFC, which will enable financing for green investment in energy

efficiency, sustainable infrastructure, biodiversity, transport

transition, and other strategic sectors. This significantly expands

the volume of green credit available to Chilean companies and

supports the sustainable modernization of production.

In Uruguay, the IFC approved USD 20 million in financing for

Santander Group to support a solar energy project for the

production of zero-emission hydrogen, positioning the country as a

regional leader in clean energy solutions.

#### 2.2.3 Digital Consumer Bank (Consumer)

At Santander Digital Consumer Bank, we help our customers in

their transition to more sustainable mobility and a low-carbon

economy both in auto and non-auto.

Auto

Our ambition is to continue supporting the transition while

maintaining our leadership position. Our leadership position, which

has enabled us to support the green transition with EUR 7.3  billion

in finance for electric vehicles and reach a market share of  10%  in

Europe, as well as contributing to the alignment of our auto

lending portfolio and 2030 target in Europe.

EU regulation has set out the path for the automobile industry to

align through two key measures:

• Emissions targets for manufacturers in relation to new vehicles

sold in a year, with progressive, more restrictive targets for

passenger vehicles of 95 gCO2/km in 2020-2024 down to 49.5

gCO2/km in 2030-2034. The penalty for a failure to meet these

targets will amount to EUR 95 for each CO2 g/km of excess per

vehicle sold. For 2025, the initial target stood at 93.6 gCO₂/km

(Worldwide Harmonized Light Vehicles Test Procedure). Most

manufacturers in Europe are currently above this threshold,

which could lead to penalties across the industry or the need to

restrict sales of combustion-engine vehicles, as well as to set

commercial policies that encourage the sale of low-emission

vehicles or the creation of pools with other brands. Upon

acknowledging the potential impact of this regulation on the

automotive industry, the European Union extended the

compliance period for the 2025 target to 2025–2027, granting

manufacturers additional time to implement alignment

measures.

Annual report 202537

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• The previous ban on selling internal-combustion engine cars

beyond 2035, replaced by a 90% emission-reduction target

compared with 2021. This amendment would allow vehicles that

incorporate combustion engines to continue being marketed

after 2035, provided they meet that target. This change is

pending ratification by the European Parliament.

According to the European Automobile Manufacturers' Association

(ACEA), in 2025, vehicles with some degree of electrification

(electric, plug-in hybrid and hybrid vehicles) accounted for 62.2%

of the European market, confirming the shift towards cleaner

powertrains. Hybrid vehicles led the market with a 34.8% share,

followed by electric vehicles at 18.1%, and plug-in hybrids at 9.3%.

This suggests only a partial shift towards more sustainable

mobility, with perceived barriers to electric vehicles remaining

(largely due to battery autonomy and a lack of charging

infrastructure). Sales of combustion vehicles (petrol and diesel)

continued to decline in 2025, as they did in 2024.

After a decline in electric vehicle registrations in 2024, 2025 saw

sales bounce back with growth of 30% and an increase in market

share of over four percentage points. This is thanks to an increased

supply by manufacturers, who need to reduce their emissions.

Market data also highlight high dependence on public support

measures for the adoption of cleaner solutions. In the absence of a

common incentive scheme in Europe, sales increase in markets

where incentives remain in place and decline where they are

withdrawn. For instance, the discontinuation of incentives in

Germany in 2023 led to a drop in electric vehicle sales in 2024. A

similar effect occurred in France in 2025, where electric vehicle

registrations fell by around 4% year-on-year until the relaunch of

the social leasing scheme in July, following its suspension in 2024.

Plug-in hybrid vehicles experienced particularly strong growth in

2025, increasing by 32% compared to 2024 and gaining two

percentage points of market share. The entry of Chinese

manufacturers into Europe — which are subject to lower tariffs for

plug-in hybrids than for electric vehicles — has reshaped sales

trends. Once considered a transitional technology between

combustion engines and fully electric vehicles, plug-in hybrids

have now overtaken diesel as the fourth most sold powertrain in

Europe.

In this context of regulatory change and heterogeneous

government action, Santander Consumer Finance (SCF) continued

increasing electric vehicle lending, with a market share in Europe

of 10%  (above the total Auto market share off 8%). This further

reflects SCF’s leadership in the electric vehicle market.  In 2025,

SCF financed 268,945 vehicles (19% of its total business) worth

EUR 7.3 billion (15% of the total auto portfolio). Electric vehicles

account for 26% of new car business in terms of number of

contracts, outperforming the market.

This progress has been helped by signing new financing

agreements with electric vehicle manufacturers; and extending

partnerships with traditional manufacturers that have set a

roadmap and strategic plan to electrify their fleet.

SCF has also come up with innovative, holistic financing solutions

to aid customers’ energy transition, that comply at all times with

applicable local laws and regulations in the markets where we

operate, such as home bundles that include charging points and

solar panels.

We will continue working on the commercial front to establish

partnerships with new electric vehicle manufacturers entering the

European market, as well as with startups across the entire value

chain that demonstrate strong potential to deliver innovative

sustainable mobility solutions.

Nonetheless, the effectiveness of all these measures in the

medium and long term and SCF’s growth in electric vehicle lending

will depend on external factors that include regulation; the

technological developments needed to reduce production costs

and ensure access to key materials to manufacture green vehicles;

the infrastructure to expand capacity and boost efficiency; and

customer demand and market trends.

Non-auto

Santander Consumer Finance maintains a strong position in the

overall consumer market, with presence at more than 75,000

points of sale across Europe and technological leadership that

enables us to continue operating under a model of financing

products and projects with positive environmental and social

impact.

The sustainable financing within the consumer business spans a

wide range of sectors that include:

• real estate: energy efficiency improvements in homes (solar

panels, sustainable heating and cooling systems, energy-

efficient equipment);

• sustainable mobility: electric bicycles and scooters, charging

points and engine adaptations to reduce emissions; and

• other activities: linked to the circular economy, including

sustainable fashion, electronic device buy-back programmes, and

the use of recycled materials for cards (recycled PVC/PLA).

In the energy market, consumer behaviour has changed

significantly. Demand for residential solar panel installation

declined notably following the general stabilization of electricity

prices after the 2022–2023 peak. Combined with the vast upfront

investment required, this trend reduced consumer interest and the

number of specialized installers. However, new financing

opportunities have emerged in complementary energy

technologies, such as battery and storage systems, particularly in

Nordic countries. These solutions help balance electricity grids

during periods of low generation and open new environmentally

positive financing models that may help renew consumer interest.

The electric bicycle market continues to grow, particularly in urban

areas, where e-bikes offer a viable alternative to combustion

vehicles. Though the initial cost remains a barrier, public incentives

and tailored financing programmes are enabling customers to

adopt cleaner mobility options.

As a notable highlight in 2025, Santander España reaffirmed its

commitment to the Hazte ECO programme, which marked its fifth

anniversary. Through this initiative, the bank continues to allocate

1% of card purchase amounts to environmental projects managed

by the Global Nature Foundation. In 2025, these funds supported

wetland restoration in the Valencia region, an area of high

ecological value recognized as a Special Protection Area for Birds.

The project restored 11.2 hectares and avoided 62 tonnes of CO₂

emissions, while also enhancing water retention capacity, creating

Annual report 202538

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local employment, and promoting nature-based solutions to

climate change.

#### Engaging customers in the transition

Since 2024, we have offered customers located in Belgium and

Norway the possibility to subscribe to 'green' term deposits. All of

these deposits finance the green assets described above.

#### Capital market issuances

In 2025, through Santander Consumer Bank Norway, the SCF

Group maintained its presence in ESG capital markets with the

issuance of a five-year bond amounting to NOK 500 million.

#### 2.2.4 Wealth Management & Insurance (Wealth)

Most socially responsible investment (SRI) products, registered as

Article 8 under the SFDR, managed by Santander Asset

Management (SAM), have a sustainable investment objective

ranging from 1% to 50%. Investment products registered as Article

9 have a 100% sustainable investment objective (excluding cash

and derivatives).

The Santander Sostenible Bonos fund, launched in 2019, was a

trailblazer in Spain for investing in green bonds to finance clean

energy, emissions reduction and other green initiatives. The fund

also invests in social, climate change, environmental and other

sustainable bonds.

As part of our SRI range, we offer thematic products that focus on

social objectives (Santander Prosperity), agriculture (Atitlan Atgro),

real estate (Real Estate Coliving Opportunities) and climate

(Santander GO Global Environmental Solutions and Santander

Sostenible Bonos).

In private markets, Santander Alternative Investments offers two

solutions to address climate change:

• Santander Iberia Renewable Energy, a private equity strategy

that invests in solar and wind energy projects in Spain.

• Santander Innoenergy Climate Fund, a venture capital strategy

that invests in climate technology startups that work on

renewable energy, smart grids, energy efficiency, storage

systems, green energy batteries, mobility and the circular

economy.

SAM has an advisory mandate for LA Green, a blended finance fund

to boost the SME green bond market in Latin America, mobilize

large-scale capital, and make a positive contribution to society and

the environment.

SAM’s SRI funds also include a range of six funds that donate part

of their management fee to several NGOs. In 2025, supported

projects focused mainly on vulnerable or socially excluded groups,

job creation linked to the social and green economy, and

development cooperation in such areas as education, youth

employability, access to drinking water, and other causes. Our

Santander Compromiso Solidario fund won 'Best solidarity fund' at

the 2025 Expansión-Allfunds Awards.

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#### 2.2.5 Payments

In 2025, 97% of the cards we procured were manufactured using

sustainable materials (recycled PVC / PLA). We also continued to

develop solutions that promote more sustainable consumption

habits.

Getnet also drives initiatives aimed at reducing emissions and

promoting the circular economy. Among these, the end-to-end

point-of-sale (POS) terminal recycling processes —already

implemented in Brazil— are particularly noteworthy, as well as the

expansion of Tap on Phone solutions, which enable payment

acceptance without the need to manufacture or use additional

physical devices.

Brazil’s POS recycling programme enables the recovery and

refurbishment of components for their reintegration into new

devices.

Additionally, Getnet continues to make progress in replacing

traditional consumables with more sustainable alternatives, such

as BPA-free paper rolls without plastic tubes, helping reduce

plastic use and minimise waste associated with its operations.

Santander España offers its customers the possibility of depositing

expired or damaged cards at ATMs, initiating a recycling process

through which they are transformed into urban-furniture benches.

Since the initiative was launched in 2023, Santander has donated

167 benches made from recycled cards to various public

institutions in cities such as Valencia, Málaga, Sevilla, Santander

and Astorga. In 2025, Santander España delivered these benches to

the municipalities of Paiporta, Catarroja and Aldaia, demonstrating

its commitment to the recovery of areas affected by the floodings.

Annual report 202539

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 2.3 Embedding ESG factors in risk management

ESG factors are cross-cutting and may affect different risk types. We manage them by prioritizing environmental and social aspects

according to their relevance and materiality for the Group, and always in accordance with local law and regulation.

We assess governance factors from a dual perspective, Grupo Santander internal governance and our customers governance evaluation,

applying proportionality and materiality criteria.

Environmental and social factors comprise the following categories:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
|  | Transition risk (TR) | | |  |
|  |  |  |  |  |
|  | BusinessStore.gif |  | Market sentiment  Changes in the supply and demand of certain  commodities, products and services insofar as  climate-related risks and opportunities. |  |
|  |  |  |  |  |
|  | Balanza.gif |  | Policy action  Laws and regulations mandating carbon pricing  mechanisms to reduce greenhouse gas  emissions; use of energy sources with lower  emissions; energy efficient solutions; and water  efficiency measures and more sustainable land  use practices. |  |
|  |  |  |  |  |
|  | MobileWifiNFC.gif |  | Technology  The need to build and innovate to support the  transition to an energy efficient financial system  with lower CO2 emissions. This can have a  significant impact on companies as new  technology displaces obsolete systems and  disrupts some components of the financial  system as we know it. |  |
|  |  |  |  |  |
|  | Physical Risk (PR) | | |  |
|  |  |  |  |  |
|  | Rain.gif |  | Acute  Intense extreme weather events, such as  wildfires, hurricanes or floods. |  |
|  |  |  |  |  |
|  | TreesWater.gif |  | Chronic  Changes in rainfall patterns as well as, extreme  weather variability, average temperature rises,  severe heatwaves, drought, and rising sea levels. |  |
|  |  |  |  |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
|  | Nature risk (NR) | | |  |
|  |  |  |  |  |
|  | Buho.gif |  | Dependencies  Negative effects on economies, financial  institutions and financial systems owing to  nature degradation, including biodiversity loss  and the decline of ecosystem services. |  |
|  |  |  |  |  |
|  | WaterDrop.gif |  | Impacts  The misalignment of companies’ strategies and  operations with regulatory, social and market  changes that drive the protection and restoration  of ecosystems, particularly those related to land  and sediments, water and biodiversity. |  |
|  |  |  |  |  |
|  | Social factors (SF) | | |  |
|  |  |  |  |  |
|  | WorldGlobe.gif |  | Negative economic impacts arising from  restricted access to key resources and services  due to environmental events or conflict with  communities, as well as the respect of human  rights, labor policies, or health security; affecting  on the consumer sentiment and companies’  productivity. |  |
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|  |  |  |  |  |

Annual report 202540

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

At Santander, we assess the impact of environmental factors on each risk type across several time horizons and based on the average

maturity of the portfolios analysed. At all times, we strive to remain in accordance with local law and regulation in the markets where we

operate. In the table below we set out how we do this, as well as our key achievements in 2025:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Risk type | Environmental  drivers A | Time  horizon  analysed | Potential impact of environmental factors |  | What we’re doing to manage climate and  environmental risk |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| Credit |  | Short -  medium -  long term | → Extreme weather can lead to higher retail and  corporate loan default and lower collateral value. It  can also lead to lower income, harm agriculture, and  increase insurance coverage and premiums. The  degradation of nature can affect productivity in the  agricultural sector. This may increase loan repayments  and early asset disposal due to property damage in  'high risk' locations.  → Adverse weather conditions can cause significant  financial losses, endanger communities, harm the  environment, and affect the value of collateral.  → The failure of borrowers to adapt their business  models to a low-carbon economy could drive up  operational costs, heighten credit risk and, therefore,  raise the risk of a drop in income or activity that may  increase default or lead to a loss of business value.  → Stricter disclosure requirements.  → The loss of natural resources (water, fertile soil, etc.)  can disrupt economic activity in dependent sectors and  reduce borrowers' income and ability to repay. |  | → Conducting materiality assessments to identify  physical and transition climate change and nature risk  in our portfolios.  → Monitoring of climate concentration risks by sector and  region in the short, medium and long term.  → Creating vulnerability heatmaps to assess climate risks  in the present day and short, medium and long term  via orderly, disorderly and hot house world scenario  analyses.  → Implementing mitigation measures such as policies,  thresholds and insurance to combat risks and their  impact. Monitoring risk appetite limits and alerts to  manage climate-related sectors.  → Conducting scenario analyses and measuring  sensitivities to forecast changes in credit ratings, the  probability of default (PD) and loss given default (LGD)  based on physical and transition risk.  → Monitoring portfolios through metrics to control  environmental factors in business-as-usual processes.  → Assessing environmental and social factors in  customer and transaction analysis and embedding  them in ratings. |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| Market |  | Short term | → High volatility in market factors under stress scenarios.  → Changes in market perception leading to wider credit  spreads for business in impacted sectors.  → Extreme weather conditions could raise concerns  about the business plans of companies operating in the  impacted sectors and widen their credit spreads. |  | → Reviewing climate stress scenarios and the subsidiaries  that apply them regularly.  → Conducting stress testing using physical and transition  risk scenarios.  → Analysing trading portfolios for current exposure to  climate-sensitive business activities.  → Adapting stress testing to best market practices. |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| Liquidity |  | Short term | → Market impact on the value of high quality liquid  assets in Santander's liquidity buffer.  → More frequent extreme weather that stifles economic  growth in countries susceptible to climate change,  causing sovereign debt to rise and limiting access to  capital markets.  → Cash outflows from companies trying to boost their  reputation in the market or solve problems with  climate scenarios.  → Extreme weather conditions could cause financial  impact on companies operating in the affected sectors  impacting the funds deposited in the bank. |  | → Conducting qualitative and quantitative climate  scenario analyses of impacts on highly liquid assets  (HQLAs) and financing of exposed companies.  → Analysing higher outflows due to changes in market  perception of corporations in climate-sensitive  business activities.  → Adapting stress testing to best market practices,  including new liquidity scenarios to measure their  impact. |  |
|  |  |  |  |  |  |  |

Annual report 202541

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| Operational |  | Short -  medium -  long term | → Severe climate events can cause damage to our assets,  including branches, data centres, headquarters and  other owned or rented properties. Impacts on our own  or our suppliers’ premises can also affect business  continuity.  → Climate and environmental factors can also lead to  operational risk losses from litigation, claims due to  inadequate sales or non-compliance with ESG  standards. |  | → Conducting self-assessments and operational risk  control that include ESG-related risks to weigh up our  exposure.  → Conducting mandatory operational risk scenario  analysis that cover extreme physical and transition risk  events.  → Including an ESG flag in the operational risk events  database to identify events and losses from climate-  related and environmental risks.  → Including an assessment of climate threats in business  continuity scenarios.  → Conducting a materiality assessment on climate-  related operational risk.  → Conducting preliminary analysis on the link between  nature and operational risk.  → Reviewing local coverage of environmental incidents  with Insurance teams.  → Updating documentation on embedding of  environmental factors in operational risk  management. |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| Reputational |  | Short -  medium -  long term | → Customers, investors and other stakeholders could  believe that banks aren't doing enough to meet low  emissions targets, that they could be acting against  their policies, or that their objectives do not meet  stakeholders’ expectations.  → Stakeholders’ potential perception of inadequate  financing and investment in climate and environment-  related sectors.  → Possible misinterpretation by customers, investors and  other stakeholders of institutional disclosures or  statements, actions and policies.  → Perceived failure to support the climate transition,  including insufficient financing of transition-enabling  activities.  → Risk that our sustainability policies are considered as  preventing the provision of financial services to  individuals or enterprises based on ideological reasons,  or any other reasons deemed improper. |  | → Implementing preventative measures to manage  reputational risk and disclose risk data so that  governance bodies can make informed decisions when  assessing or sanctioning sensitive transactions that  entail environmental factors.  → Monitoring reputational issues and disputes regularly  (including environmental matters) via working groups  that involve functions such as legal, sustainability,  investor relations, public policy, supervisory and  regulatory affairs, risk, and others.  → Monitoring the implementation of guides to manage  and prevent greenwashing, which define the roles and  responsibilities of the key processes, and subsequently  establish specific training programmes.  → Implementing appropriate materiality assessments to  measure relevant risk and developing a methodology  to quantify it, which remains in compliance at all times  with applicable local law, policy, and regulations.  → Our policies aim to identify how these risks may affect  the creditworthiness of potential borrowers, and  therefore pose a credit risk issue. |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
| Strategic |  | Short -  medium -  long term | → Our strategy could be affected if we fail to achieve our  environmental and social targets, including those  related to the activities we finance and to our own  operations.  → Regulatory divergence between ESG requirements in  the markets where we operate. |  | → Challenging ESG targets in strategic planning.  → Monitoring the Group’s ESG indicators regularly.  → Monitoring ESG indicators as part of our regular  competitor analysis.  → Identifying emerging risks that include ESG risk factors  and analysing their potential impact under stressed  scenarios on the Group’s strategic targets to draw up  action plans.  → Monitoring ESG-related proposals for the corporate  product governance forum (CPGF) and investments  forum. |  |

A. Though all climate drivers impact on risk factors, we have only included the key ones in this table.

Chronic      Acute      Market sentiment      Policy action

Technology     Dependencies       Impacts

![Buho.jpg]()

Annual report 202542

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Key achievements in 2025 | | | | | | |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Passport.gif  MATERIALITY |  |  |  | → Progress in identifying and assessing nature-related risks across existing risk types.  → In credit risk, we embedded nature materiality assessments in the Klima tool to get a combined view of  climate and natural capital risks.  → We set specific metrics to manage nature-related risks and conducted in-depth analyses on the most material  portfolios by complexity (Brazil) and concentration (UK mortgage portfolio). |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | DocumentLupa.gif  PANGEA |  |  |  | → Strategic CIB project to assess corporate customer assessment procedures.  → Expanded the scope to the entire portfolio by incorporating screening and escalation criteria linked to the  Group’s materiality assessment. |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | ClipboardCheck.gif  SCENARIO  ANALYSES |  |  |  | → Embedded internal climate models in risk management that enable us to enhance how we quantify the  financial impact of transition and physical risk on credit risk variables (PD and LGD).  → Update of heatmaps in the credit materiality assessment across different time horizons, calculated using  scenario analysis techniques based on our portfolio, models and Network for Greening the Financial System  (NGFS) scenarios. |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Localizacion.gif  PHYSICAL RISK |  |  |  | → Increased geographic granularity in physical risk analysis, down to postcode level in Europe or equivalent in  other countries.  → Expanded the number of markets we assess. |  |
|  |  |  |  |  |  |  |

2.3.1 Resilience of our business model to

#### climate change

Managing the risks that stem from environmental and social

factors plays a critical role in strengthening the resilience of our

business model to climate change.

We embed these factors in all stages of the risk management

cycle, in accordance with local law and regulation, by assessing

both our own facilities and our interactions with customers.

Moreover, we include the risks derived from these factors in our

policies, procedures, tools, metrics, mitigating actions, reporting,

governance and culture.

And we do this using a forward-looking approach that covers the

medium and long term through the use of climate scenarios across

different time horizons. The Risk function works to strengthen our

management framework by:

• conducting regular emerging risk assessments to spot key

threats to our strategic plan under theoretical stress scenarios

with low likelihood of occurrence;

• assessing and challenging the strategic plan to spot potential

threats that may stop the Group from achieving its objectives;

and

• using internal ESG risk management policies that enable the

identification, assessment, mitigation, monitoring and reporting

of material risks arising from environmental, social and

governance factors.

Our risk governance bodies regularly review the monitoring of

material topics related to the ESG risk factors identified through

these processes, while at all times complying with applicable local

laws and regulations in the markets where we operate.

Santander understands how environmental and social factors

affect its business environment in the short, medium and long

term. The strategic response to the changes and uncertainties

arising from these factors influences the resilience of the business

model over time. Therefore, climate, environmental and social

changes in the macroeconomic, regulatory and competitive

environment are explicitly considered, and integrated into strategic

processes and escalated to management bodies.

5 Risk management follows a global approach while aligning to local regulatory and legal requirements.

6 European Banking Authority.

7 European Bank for Reconstruction and Development.

Annual report 202543

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 2.3.2 Risk management cycle

 5

At Grupo Santander, we manage the environmental and social factors of our global portfolio by considering all risk types and prioritizing the

most material ones. Below we describe how we embed these factors in the risk management cycle.

#### Risk management cycle

![CicloRiesgosENG.jpg]()

1. Identification

We conduct regular risk identification exercises to assess events

that could threaten the Group's strategic plan. These exercises

consider environmental risk factors beyond climate, such as nature

and biodiversity, as well as social factors.

Risk identification enables us to understand the internal and

external threats that the environment and climate change pose to

our business model, profitability, solvency and strategy.

We use tools such as the internal risk taxonomy, heatmaps and

materiality assessments, which provide the basis for identifying

and classifying material environmental and social risks across our

portfolios.

In 2025, we determined the social factors that will apply to Grupo

Santander’s loan portfolio and will embed them in our materiality

assessment in 2026, including an assessment of social factors that

may have a potential impact based on regulatory requirements,

international standards and market best practices (EBA 6, EBRD 7,

World Bank, and others). This will be done in a way that at all

times complies with local law and takes into account local policy

where appropriate.

2. Planning

We include E&S risk management in strategic planning, which

spans several time horizons in addition to ad-hoc analysis at each

moment:

• One year for the short term (this is the standard time horizon for

the short term in the Group).

• One to five years for the medium term (financial planning).

• Over five years for the long term (strategic plan).

Specifically, we challenge the strategic plan to identify potential

threats that could prevent us from achieving our objectives.

3. Assessment

At Grupo Santander, we assess how ESG factors may increase risk

over the short, medium and long term. Our assessment of the ESG

factors that could be material due to their potential impact on the

Group’s risk profile considers these aspects:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
|  | 1 | Review of E&S  drivers |  |  |  | We use a variety of references (TCFDA, TNFD B, UNEP FI, ENCORE C, SBTN D, NGFS E) and analytical toolsF to  identify and monitor environmental and social risk factors across risk types. | |
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|  | 2 | Analysis of  transmission  channels |  |  |  | We analyse how the factors identified in the previous stage could impact on the risk types included in our  risk management framework. | |
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|  | 3 | Assessment of  potential impact  on the main risks |  |  |  | We analyse the potential impacts should the risk factors previously identified through the transmission  channels materialize, based on qualitative and/or quantitative approaches. | |
|  |  |  |  |  |  |  |  |
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|  |  |  |  |  |  |  |  |
|  | 4 | Consolidated  materiality |  |  |  | We aggregate impact results by risk type in a consolidated materiality using a five-point RAGG scale  across short, medium and long-term horizons. | |
|  |  |  |  |  |  |  |  |

A. Task Force on Climate-related Financial Disclosures.

B. Taskforce on Nature-related Financial Disclosures.

C. Exploring Natural Capital Opportunities, Risks and Exposure (a materiality database of dependencies between production processes and ecosystem services).

D. Science Based Targets Network.

E. Network for Greening the Financial System.

F. Heatmaps, sectoral and environmental materiality, historical information, scenarios and customer assessments.

G. Red, amber and green. (RAG)

8 The need to assess a longer time period for the short and medium term is intended to adequately reflect the impact of physical and transition risks. Additionally, scenarios

have been considered to calculate the different time horizons.

Annual report 202544

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

The following table shows the consolidated results of the materiality assessment by risk type and time horizon 8 as of year-end 2025:

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Consolidated materiality assessment | | | | | | | | | | | |
|  | Transition Risk | | | | |  | Physical Risk | | | | |
| ST | |  |  |  |  | ST | |  |  |  |
|  | Climate / Nature | |  | MT | LT |  | Climate / Nature | | MT |  | LT |
| Credit riskA |  |  |  |  |  |  |  |  |  |  |  |
| CIB | l | l |  | l | l |  | l | l | l |  | l |
| Corporate & SME | l | l |  | l | l |  | l | l | l |  | l |
| Individuals | l | l |  | l | l |  | l | l | l |  | l |
| Auto Consumer | l | l |  | l | l |  | l | l | l |  | l |
| Operational riskB | l | |  | l | l |  | l | | l |  | l |
| Market risk | l | |  | l | l |  | l | | l |  | l |
| Liquidity risk | l | |  | l | l |  | l | | l |  | l |
| Reputational risk | l | |  | l | l |  | l | | l |  | l |
| l Low  l Moderately low  l Medium  l High  l Very high | | | | | | | | | | | |
| Short term (ST): <2030 | Medium term (MT): 2030-2040 | Long term (LT): >2040-2050.  A. Assessment as of September 2025.  B. Assessment as of November 2025. | | | | | | | | | | | |

In 2025, we continued to enhance our materiality assessment by

embedding regulatory requirements, industry best practices and

greater harmonization across risk factors, particularly with regard

to information sources, thresholds and scenarios. Moreover, we

embedded nature-related materiality alongside climate-related

materiality.

The table above shows the consolidated results of the materiality

assessments by risk factor. These assessments use specific tools

and methodologies to assess the potential impact of climate- and

natural capital-related factors. We use this risk factor materiality

assessment to underpin climate risk identification and assessment

as part of our double materiality procedure.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see section [1.2. 'Materiality Assessment'.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_67) |

The materiality assessment's rationale for each risk type is as

follows:

→

#### 3.1 Credit risk

We conduct regular materiality assessments to identify, assess and

monitor the Group’s environmental credit risks by sector and

geography. This assessment includes both a current-state review

and a forward-looking analysis using scenario analysis techniques

for climate risks.

Internally-developed scenario analysis and climate stress testing

models enable us to calculate impacts and monitor climate

sensitivity across key credit risk metrics, such as probability of

default (PD), across different time horizons, scenarios and with

granular detail by geography and sector.

We complement the materiality assessment with these initiatives:

– Customer assessment for the corporate portfolios that

analyse the key aspects of transition, physical, social and

environmental risk. Our subsidiaries conduct this assessment

locally.

– Sector focus, through specific analyses of key sectors such as

real estate or consumer auto financing.

– Geographical assessment of physical risk, which includes

analyses of acute and chronic physical risks based on

external expert models and considering different scenarios

and time horizons.

The materiality assessment plays a key role in setting our strategy,

risk appetite and other resilience exercises, such as ICAAP (Internal

Capital Adequacy Assessment Process).

#### Klima

|  |
| --- |
|  |
|  |

Klima is our internal management tool for identifying, assessing

and monitoring climate and environmental risks at both Group and

subsidiary level.

It collects and processes the information required for materiality

assessments, including risk exposures and vulnerabilities, with a

granular breakdown by sector, subsector, segment and geography.

The tool supports specific portfolio analyses carried out for

physical risk, consumer auto and real estate, among others, and

enables the monitoring of sensitivities through scenario analysis.

We continue to develop new functionalities to enhance credit risk

management, in line with market best practices.

|  |
| --- |
|  |
|  |

3.1.1 Climate and nature materiality

Climate change and the loss of nature and biodiversity are

inextricably linked. Climate change represents one of the main

drivers of nature loss, affecting ecosystem resilience and limiting

their capacity to regulate the climate and act as carbon sinks.

That’s why we’ve embedded nature-related analysis in our

9 Sectors such as Power - Electricity (conventional) and Mining & Metals do not distinguish activities that do contribute to the transition, due to the NACE classification typology

on which the environmental taxonomy is based.

10 It represents a consolidated view. Implications and management in each market are always informed and in accordance with local law and regulation.

Annual report 202545

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

materiality assessment, using various tools as references (ENCORE

and SBTN). This approach has enabled us to identify the sectors

most exposed to transition risk (impacts) and physical risk

(dependencies) across our portfolio.

The results of our 2025 credit risk materiality assessment by sector

are in the table below. For the first time, the assessment includes

nature-related materiality, as well as the wholesale and retail

trade sector within the risk taxonomy, which shows a moderate

risk assessment.

Overall, climate-related materiality follows a similar trend to that

observed in 2024, as the Group’s exposure remains largely

concentrated in sectors that are not highly vulnerable to climate

transition risk. Although the highest risks 9 are concentrated in CIB,

they do not represent a significant weight of the Group’s overall

exposure. Our portfolios continue to show low vulnerability to

physical risk, as they are predominantly located in areas with lower

risk levels. The increase observed in the agriculture sector under

the forward-looking view reflects improvements in data

granularity and updates to the models and scenarios we use for

these forecasts.

With respect to nature-related materiality, we did not identify high

risk levels. However, the assessment shows medium risks, with

agriculture and water and waste management standing out as the

most affected sectors in terms of both dependencies and impacts.

Materiality assessment – Environmental risk portfolio analysis 10

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
| September 2025 (pre-mitigation) - EUR billion | | | Nature Risks | | Climate Risks | | Climate Risks | | | | | |
| Transition | | | | Physical | |
|  | CIBA | OthersC | TR | PR | TR | PR | Orderly | | Disorderly | | HHW | |
| Current | Current | Current | Current | 2040 | 2050 | 2040 | 2050 | 2040 | 2050 |
| Oil & Gas | 21 | 1 |  |  |  |  |  |  |  |  |  |  |
| Mining & Metals | 12 | 7 |  |  |  |  |  |  |  |  |  |  |
| Power - Electricity (Conventional) | 28 | 2 |  |  |  |  |  |  |  |  |  |  |
| Power - Electricity (Renewables) | 15 | 0 |  |  |  |  |  |  |  |  |  |  |
| Wholesale and retail trade | 17 | 40 |  |  |  |  |  |  |  |  |  |  |
| Transport | 27 | 12 |  |  |  |  |  |  |  |  |  |  |
| Auto ConsumerB | 0 | 159 |  |  |  |  |  |  |  |  |  |  |
| Agriculture | 2 | 8 |  |  |  |  |  |  |  |  |  |  |
| Manufacturing | 44 | 24 |  |  |  |  |  |  |  |  |  |  |
| Water and Waste | 3 | 1 |  |  |  |  |  |  |  |  |  |  |
| Construction | 16 | 16 |  |  |  |  |  |  |  |  |  |  |
| Real Estate | 6 | 374 |  |  |  |  |  |  |  |  |  |  |
| Total Environmental Sectors | 191 | 645 |  |  |  |  |  |  |  |  |  |  |
| Others Sectors D | 58 | 176 |  |  |  |  |  |  |  |  |  |  |
| Total | 249 | 821 |  |  |  |  |  |  |  |  |  |  |
| Risk level:   ¢  Very high     ¢ High     ¢  Medium     ¢ Moderately low    ¢ Low | | | | | | | | | | | | |
| TR: transition risk (effects of the transition to a low-carbon economy, including changes in regulation, technology and market trends).  PR: physical risk (it comprises acute and chronic).  A. CIB: REC (on and off-balance sheet lending + guarantees + derivatives PFE: Potential Future Exposure).  B. Auto Consumer: Auto SCF HQ + Auto US (Santander Bank N.A. + Santander Consumer USA).  C. Other segments (drawn amount): Individuals + Private Banking + SCF HQ + Auto US and Corporates & SMEs.  D. Other Sectors: CIB, Corporate & SMEs NACEs outside of risk taxonomy perimeter + cards and Other Consumer (Individuals and SCF) + Private Banking products (excl.  mortgages).  Exposure 0 represents exposure below EUR 500 million. | | | | | | | | | | | | |

As the table above shows, we convey the assessment results

through heatmaps that illustrate the vulnerability to

environmental risks. These maps reflect the current view and we

complement them with internal models that apply to credit

portfolios to perform forward-looking analyses over the medium

and long term. These analyses consider impacts based on

probability, magnitude and duration.

Though we present Group level results with a breakdown by

sector, our assessment is considering more granular level of detail

within our portfolios (NACE 4 level). This analysis is intended to

inform risk identification and portfolio monitoring.

11 According to Note 54 'Risk Management': the Group does not believe that additional environmental or climate change risk had a substantial impact on its equity, financial

situation and results in 2025.

12 NGFS scenarios provide a common and up-to-date reference point for understanding the evolution of climate risks and trends in climate policy and technologies over

different time horizons. That's why we use them as a basis for showing impacts on our portfolios by calculating a range of outcomes.

Annual report 202546

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

3.1.2 Internal climate models

We use scenario analysis techniques to assess the potential impact of climate-related risks on the loan portfolio under different climate

scenarios and time horizons. For this purpose, Santander has developed an internal climate risk model known as GEA, which enables us to

quantify the financial impact 11 of transition and physical risks, monitored through changes in probability of default (PD). The GEA model

comprises these processes:

![ClimateInternalModelENG.jpg]()

The model forecasts customers’ costs, revenues and profits by

incorporating the impact of changes in the price of carbon and in

demand patterns associated with transition risks, as well as

productivity losses and asset impairment arising from physical risk.

These are its main features:

A. Scenario Set: Our Research function adapts scenarios based on

NGFS 12 scenarios. The climate scenarios we use (Orderly,

Disorderly, Hot House World and Neutral) include country- and

sector-level detail and provide a comprehensive view of key

macroeconomic and environmental dynamics across the regions

where the Group operates. These scenarios illustrate different

pathways for the global transition towards a low-carbon

economy and their implications in terms of financial impact on

our corporate customers, primarily through two variables: Gross

Value Added and the price of carbon.

B. Physical risk impact: This considers the financial impact of acute

and chronic risks, as well as long-term changes in weather

patterns to give us a wide range of events that we assess at

regional level. For these financial impacts, we use NGFS

scenarios and data from an expert insurance company and

considering different scenarios and time horizons.

C. Transition risk impact: This uncovers changes in such factors as

climate policies, technology, and investor and consumer

sentiment that can affect demand. These factors affect

customers individually.

D. Counterparty projections: These show changes in the financial

ratios included in the credit risk rating models and are based on

forecasted revenues and costs under the different scenarios,

including physical and transition risk impacts. The projected

ratings give us the associated PD to the counterparty.

Annual report 202547

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| NGFS scenarios | |  |  | RCP climate scenarios | |  |
|  | Physical and transition risks |  |  |  | Physical risk |  |
|  |  |  |  |  |  |  |
|  | Orderly, assumes ambitious climate policies implemented  early, which gradually become stricter. Therefore, both  physical and transition risks are relatively moderate. |  |  |  | RCP 2.6: stringent mitigation scenario with the aim to keep  global warming below 2ºC. This is associated with orderly  scenarios. |  |
|  | Disorderly, climate policies are not introduced until 2030 and  may differ between countries and sectors. |  |  |  | RCP 4.5: intermediate scenario where emissions reach their  peak in 2040 and then decrease. This is associated with  disorderly scenarios. |  |
|  | Hot house world (current policies), it is considering that  some climate policies are implemented in some jurisdictions,  but global efforts are insufficient to stop significant global  warming. Serious physical risks and irreversible changes. |  |  |  | RCP 8.5: very high GHG emissions (keep increasing  throughout the whole century). This is associated with Hot  house world scenarios. |  |
|  | Neutral, a theoretical scenario constructed under the  assumption that there are no transition or physical risk  impacts. |  |  |  |  |  |

3.1.3. Customer assessment

To strengthen our environmental risk factor management, we

carry out qualitative assessments that we embed in corporate

customer assessments within the CIB and Commercial Banking

portfolios. Local teams perform these assessments and analyse

each customer’s environmental and social situation, in accordance

with local law and regulation.

We include the results of these assessments in credit decisions as

part of the annual customer rating review. Subsidiaries may also

include them in materiality assessments where they consider the

impact to be significant. Moreover, Santander has developed tools

to customize and store ESG questionnaires for customers. These

tools support credit risk management.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
|  | CIB - PANGEA Project | | |  |
|  |  |  |  |
|  | In 2025, a strategic project was developed to review the corporate client assessment procedure, with the following objectives:  → expand the scope of the assessment to the entire portfolio by adding screening and escalation criteria linked to the Group’s  materiality assessment;  → draw up approaches to due diligence and monitoring that are proportionate to each customer’s risk level;  → introduce new data-driven risk identification tools, including artificial intelligence and controversy screening;  → embed E&S factors in credit rating and in credit limit approval;  → strengthen infrastructure, systems, processes and enhance reporting capabilities; and  → optimise roles and responsibilities across the three lines of defence, as well as within global and local environmental, social and  climate change (ESCC) teams.  The project will enter into force gradually in 2026. It will remain in accordance with local law and regulation. | | |  |
|  |  |  |  |  |

3.1.4. Specific portfolio analyses

We complement portfolio-level materiality assessments with specific analyses of key portfolios:

Consumer Auto

|  |
| --- |
|  |
|  |

Given our exposure to this segment, and considering its specific

characteristics and regulations, a more granular analysis is

carried out considering key risk factors and drivers including

residual value risk, portfolio maturity, changes in market

sentiment, technological developments, regulation, and

variables such as the type of product, the type of engine (internal

combustion, hybrid or electric vehicle), among others.

|  |
| --- |
|  |
|  |

#### Physical risk

|  |
| --- |
|  |
|  |

To assess physical risk by geographical location, we work with

an insurance provider, which enables us to assess physical risks

(acute and chronic). We analyse the markets where we operate,

with a breakdown by postcode for Europe and municipality for

the rest of the Group’s subsidiaries, and cover all economic

activities in our Risk Taxonomy, as well as the business lines

(such as mortgages and automobiles).

Annual report 202548

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Our Klima tool includes a dedicated physical risk module to cover

the markets where we operate and other countries to assess our

customers’ production centres and facilities. It includes forward-

looking that enables us to actively manage these risks through

monitoring, metrics and mitigation measures.

We assess each region to measure the associated physical risks

by rating them on our five-point scale (low to very high). To

assess the frequency and intensity of natural risks, we use

Representative Concentration Pathways (RCP) scenarios across

different time horizons (present day, 2030, 2040, 2050 and

2100).

At Group level, our analysis takes a conservative approach, using

the RCP 4.5 scenario and time horizons that are consistent with

portfolio maturities, such as 2030 for economic activity sectors

and 2050 for collateral. The results are considered in the credit

materiality assessment by region and show that, while certain

sectors are more exposed to physical risks, such as agriculture,

conventional energy and mining, their concentration in the Group

is very low (1-2%). And by contrast one of the lowest impact

comes from our collateralized portfolios with very high

concentration of exposure in the Group.

|  |
| --- |
|  |
|  |

#### Real estate

|  |
| --- |
|  |
|  |

Our real estate portfolio accounts for a significant portion of the

Group’s balance sheet. That’s why we have developed a

dedicated module within the Klima tool that provides a detailed

view of associated transition and physical risks.

Regarding transition risk, we have enhanced both the quality and

quantity of data related to energy performance certificates (EPC)

across the portfolio and boosted data capture. Where actual data

is not available, we use estimates based on internal models or

external providers.

This chart below shows the EPC coverage of our balance sheet

and distribution of actual and estimated EPC labels based on the

standards and regulation in each market where this information

exists.

Residential and commercial real estate EPC data (December

2025)

|  |
| --- |
|  |
|  |

![13889]()

|  |
| --- |
|  |
| Distribution of exposure to residential and commercial real  estate portfolios by EPC (December 2025) |
| Distribution based on Portfolio with EPC information. (RAG according EPC  Standards) |

![InmobiliarioENG.jpg]()

Regarding physical risk, we analyse acute and chronic risks

across different scenarios and time horizons, using postcode-

level or equivalent geographic granularity. Considering a

forward-looking view across different time horizons, with no

material high risk.

|  |
| --- |
|  |
|  |

→

#### 3.2 Operational risk

We assess the potential impact of physical risk through a

combination of specific location-based risk scores, data on the

bank’s own facilities and insurance, and internal scenario analysis

for certain physical risks. We assess the potential impact of

transition risk through operational risk tools and external ESG-

related events.

We assess physical risk as low in the short term and moderately

low in the medium and long term, mainly due to exposure to more

frequent and severe weather events in the regions where we

operate.

We consider transition risk exposure as low across all time

horizons since we have no evidence of a medium- or long-term

increase in legal and compliance risk upon adapting to new

environmental regulations. We continue to monitor these factors

to be able to spot a potential rise in the level of risk.

In 2025, we added a qualitative operational materiality assessment

on nature-related risks. As part of this, we assess the potential

impact of physical risk by combining natural capital dependency

scores by location with the location of the bank's main premises.

We assess the potential impact of transition risk through nature

impact assessment tools, which we supplement with a review of

external events.

This assessment found that the materiality of nature-related

operational risks is low. The predominantly urban location and

financial activity of our buildings and offices back this conclusion,

not to mention the current regulatory and penalty framework,

which does not foresee a significant increase in penalties or legal

action in the short term.

→

#### 3.3 Market risk

To assess the potential impact of climate factors, we conduct

regular analysis of our trading portfolios to identify the materiality

of positions with potential exposure to market risk climate factors.

Annual report 202549

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We then compare the findings from climate stress scenarios (both

physical and transition risk) to those from internal, stressed and

budget scenarios. This assessment concludes that the materiality is

low or moderately low depending on the time horizon, due to the

low exposure to climate sensitive sectors both in the bond and

equity portfolios.

In 2025, we introduced dedicated monitoring of market risk within

the banking book by analysing the impact of climate stress

scenarios on positions measured at fair value, primarily ALCO

portfolios (Asset Liability Committee). We also embedded nature-

specific scenarios. Given the time horizon over which these impacts

materialize, we assessed them as low materiality for market risk

purposes.

→

#### 3.4 Liquidity risk

To assess the potential impact of climate factors, we compare the

findings of climate stress scenarios with liquidity stress scenarios.

We have a suite of physical and transition risk scenarios (disorderly

transition scenarios, extreme climate events, historical events, etc.)

whose impacts on liquidity are well below current internal and

regulatory stresses due to their limited effect on high quality liquid

assets (HQLA) and stable retail deposits.

In 2025, we embedded new nature-related scenarios. Given the

time horizon over which liquidity impacts would materialize, we

assessed these scenarios as low materiality.

→

#### 3.5 Reputational risk

We conduct specific materiality assessments on the potential

reputational impact of climate and environmental factors in the

short, medium and long term under various scenarios. As with our

strategy, policies and management models, we consider the

environment holistically. Thus, our materiality assessment

includes identifying and assessing climate change and other

environmental impacts.

Certain economic agents whose activities are subject to regulations

aimed at promoting sustainable development, or which are directly

affected by the objectives set out in international agreements or

institutions on climate change, may see their activities or their

ability to generate income impacted, either directly or indirectly.

This should be taken into account when assessing the associated

credit risk. Indirect impact refers, in particular, to public perception

that a company is carrying out activities that are inconsistent with

applicable regulations, international objectives, or generally

accepted trends.

In 2025, we updated our reputational risk materiality assessment

approach based on official reports and studies from renowned

organizations. Moreover, we continue working on further

homogenization and synergy between risks in terms of information

sources, thresholds and scenarios, among others.

4. Monitoring

In addition to the processes described above, we continuous

monitor ESG factors:

• At Grupo Santander, we constantly monitor the risk profile and

our compliance with risk appetite limits through control

functions that report to the board. In 2025, we updated and

harmonized risk appetite metrics (limits and alerts) in line with

the Group’s strategy. We also strengthened our risk appetite

statement by embedding new specific metrics for other material

sectors.

• In 2025, we worked on drawing up and designing a Group-level

ESG dashboard to monitor the main ESG risks across our portfolio

to strengthen control through metrics (particularly concentration

metrics).

• We are in permanent contact with our customers to monitor their

transition plans and support implementation.

• We continue to embed ESG risk factors in the credit granting and

monitoring process through our operating model (The Climate

Race) to comply with EBA guidelines across the Group’s

subsidiaries and adapt them at local level. We align this process

at all time with applicable laws and regulations in the markets

we operate.

• Our Sustainability Regulatory Radar enables us to monitor

regulatory and other changes in this area and to assess the

potential efforts and financial impacts associated with their

implementation.

• The Risk and Compliance functions monitor ESG factors in

corporate development transactions presented to the investment

forum, acting under delegated authority from the Board's

Executive Committee, as well as in new products and services

submitted to the Corporate Product Governance Forum.

5. Mitigation

Grupo Santander uses several levers to mitigate the risks

associated with environmental and social factors, ensuring

compliance at all times with local laws and regulations:

• Policies, frameworks and internal procedures that embed

environmental and social factors in risk management and play a

key role in mitigation and adaptation. Our E&S risk management

policy sets out the standards for investing in entities and

providing financial products and services to customers in sectors

with E&S risks identified as material.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see section  [3.2.3 'Management of](#i6ecb2a0d58d04b53bfadfa2a833efaa7_181)  [environmental and social aspects](#i6ecb2a0d58d04b53bfadfa2a833efaa7_181)'. |

• Use of the internal taxonomy (SFICS), which enables us to

monitor our sustainable activity, support product development,

and mitigate greenwashing.

• We consider ESG aspects in customer assessments to determine

whether they have an impact on credit quality. Against this

backdrop, we have launched several projects: (i) sector

guidelines to identify the main transition and physical risks that

each subsector faces and how to identify them in customer

interaction; (ii) ESG assessments with varying depth depending

on risk level, including enhanced contextual assessments for

more material cases and automated assessments for others. We

are rolling out this assessment model across commercial banking

portfolios in several subsidiaries; (iii) questionnaires and

assessments library (EQAL), through which we continue to

enhance ESG questionnaire management capabilities. EQAL

enables us to embed ESG customer assessments in risk

management workflows and to collect historical ESG data. These

data may support aggregated analysis under varying criteria and

serve multiple risk management purposes, such as metric setting

Annual report 202550

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or model impacts. EQAL operates in Argentina, Portugal and

Spain, and will become available in CIB and Brazil in the near

future.

• Customer engagement for sectors identified as the most material

through environmental materiality assessments. This enables us

to support customers in their transition to a more sustainable

economy, offer them tailor-made solutions, and create business

opportunities. Moreover, obtaining and verifying data directly

from customers also helps mitigate ESG risk factors.

• Credit committees, which embed environmental, social and

climate change factors in transaction reviews.

• CIB customer ratings, including qualitative environmental, social

and climate change assessments for material sectors.

• Monitoring and management of real estate collateral, which

considers environmental factors that may affect collateral from

transaction inception and throughout its life cycle, such as energy

performance certificates and physical and nature-related risks.

Where we identify material risk levels, we apply management,

adaptation and/or mitigation measures to align exposures with

acceptable risk levels.

• Appropriate documents to support the assessment of

environmental factors in transaction management, customer

assessments and real estate collateral valuation according to

local regulatory frameworks.

• Mandatory insurance coverage in which the bank appears as

beneficiary and which includes coverage for material risks,

including those arising from environmental events.

• CIB due diligence to assess and manage the environmental and

social factors of corporate customers and embed them in credit

approval.  We assess customers in applicable sectors through a

questionnaire that the first line of defence completes before a

team of analysts reviews it to perform an overall environmental

risk factor assessment. The findings of these assessments are

escalated to the bank’s risk approval committees and considered

in decision-making. The risk assessment also forms part of

decision-making, with particular focus on greenwashing. Due

diligence consists of assessing the CIB's project finance

transactions according to the Equator Principles.

• A multidisciplinary working group (Legal, Sustainability, Risk and

Compliance) that assesses controversies, including ESG factors.

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|  |  | ESG classification meetings | | | | |  |
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|  | To mitigate greenwashing, we assigned local and global  marketing committees and ESG classification meetings to  act as the governing bodies responsible for the assessment,  classification and monitoring of ESG-focused products and  transactions. This governance model operates fully across all  global businesses and Group subsidiaries. The corporate  centre oversees these bodies through quarterly follow-ups  and annual assessments. | | | |  | Their aim is to check that these bodies rely on expert input to  interpret and demonstrate the applicable criteria, in  accordance with local law and regulation. They also draw on  centres of excellence and involve Business, Risk and  Sustainability teams. Moreover, we regularly update the  sustainable classification model and ensure that sustainable  products remain aligned with it. |  |
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6. Reporting

Transparent and regular disclosure of information (both internally

to senior management and externally to stakeholders) supports

the management and control of environmental and social factors.

It also ensures compliance with regulatory requirements and

supervisory expectations. We work to ensure that our information

remains complete and consistent and accurately reflects

Santander’s sustainability strategy and management, while

mitigating potential risks.

Our main reports include key information on how we manage

environmental and social factors. Alongside financial results, the

annual report sets out our sustainability policies and actions, as

well as progress against E&S indicators. Moreover, the ICAAP

exercise embeds the assessment of ESG risks — including physical

and transition risks related to climate change — and analyses their

potential impact on solvency and strategic planning.

The Pillar 3 disclosure report further strengthens transparency by

publishing prudential information related to these factors. It shows

our exposure to environmental and social risks and explains how

we embed them in internal risk management frameworks.

13 Monthly metric. Banco Santander has zero tolerance for very high impact events, including ESG-related ones. Circumstances that could lead to a ‘very high’ impact event are:

i) events that trigger silver or gold crisis management

committees; ii) regulatory requirements that uncover significant weaknesses or shortcomings: very high financial penalties (above EUR 10 million), permanent cessation of

economic activity, capital aggregation, loss of banking licence, restrictions on dividend distribution, etc.; iii) events with a very high impact on public opinion: with widespread

and sustained negative media and TV coverage in a single market and/or in other markets for over one week or very high impact on social media; and iv) suspension of shares

trading or a drop in share price of over 5% in one day on the back of the issue in question.

14 The main potential environmental impact of our offices stems from their maintenance and how we manage the waste we generate. So far, we have not deemed it necessary

to adopt biodiversity mitigation measures in our operations. Nonetheless, on certain occasions we have considered corrective or mitigation measures as part of our customer

lending due diligence and in application of our E&S risk management policy.

Annual report 202551

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#### 2.3.3 Reputational risk

This section outlines how we manage this IRO, which is considered

a climate-related transition risk:

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| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | R | Reputational risk based on the perception of the Bank's  progress with Group climate-related policies and  objectives in certain jurisdictions and that could lead to  other type of risk implications. |  |
|  |  |  |  |

Banco Santander manages reputational risk in line with the

Reputational Risk Model and the associated ESG policies and

requirements, which set out the key principles for identifying,

managing and controlling this risk.

Reputational risk may arise from multiple sources and, in many

cases, is derived from other risks, such as strategic, liquidity, or

credit risk. Reputational factors that may be associated with clients

are assessed insofar as they may lead to financial stress and in

accordance with applicable laws and regulations. To assess the

performance and effectiveness of these actions, we define specific

metrics 13 that help determine and manage appropriate actions to

prevent or mitigate reputational impacts related to climate and

environmental risk factors, as shown in the table in section [2.3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_109)

['Embedding ESG factors in risk management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_109).

#### 2.3.4 Potential financial effects

To cover CSRD requirements related to financial effects (E1-9), we

include information on the exposure subject to material physical

risks in the Pillar 3 ESG report. We use the information disclosed in

this report according to the 'Implementing Technical Standards on

prudential disclosures on ESG risks' defined by the EBA.

This report covers information of the banking book portfolio,

including loans and advances, debt securities and equity

instruments and, unlike other non-accounting-based reports,

enables us to reconcile accounting of the total figures presented.

Physical risk:

Below we report on our exposures that are sensitive to impacts

from material acute and chronic physical risks (collateralized and

non-collateralized).

To assess the physical risk of our portfolio, we use an external

provider's methodology. Based on the information it provides, we

make these assumptions to determine the Group’s sensitive

exposures to the impact of physical risk:

i. We apply a conservative criterion that the provider

recommends, considering that an activity within a given

geographic area is sensitive to physical risk impacts when at

least one hazard assessed by the external provider scores 4 or

higher on the scale.

ii. We use the RCP 4.5 scenario, which is between a scenario that

considers that the Paris Agreement objectives as met (RCP 2.6)

and a more specific stress exercise scenario (RCP 8.5).

iii. We consider time horizons that are consistent with the average

maturities of our portfolios, under a conservative approach. For

non-collateralized exposures, we apply a 2030 horizon. For

collateralized portfolios, we apply a 2050 horizon.

iv. For location-based assessment, we look at collateral locations

as well as the headquarters of borrowers for non-collateralized

loans — at postcode level or equivalent across all markets.

According to the assumptions described, our exposure to material

physical risks was EUR 39 billion as at December 2025, which

accounts less than a 2% over Group’s total assets.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure subject to physical risk | | | | |
| EUR bn | Chronic | Acute | Both | Total |
| Total | 23 | 13 | 3 | 39 |

The ESG Pillar 3 report discloses physical risk information at

regional level (Europe, South America and North America) and

identifies a higher concentration of material physical risks in

Europe (58%).

#### 2.3.5 Our approach to nature and biodiversity

While our materiality assessment considers 'Biodiversity and

ecosystems' an informative topic, we continue to oversee our

operations and impact on biodiversity and nature in view of our

climate objectives.

Given the Group’s financial activity and the location of its network

of buildings and offices (mainly in urban areas), we have not

initially identified 14 sites located in or near biodiversity-sensitive

areas.

We carry out a double materiality assessment to understand direct

impacts and dependencies on nature and biodiversity associated

with our customers’ business activities and based on the risk

materiality exercise. This assessment looks at both a company’s

impact on the environment and society and sustainability matters

that affect our financial performance.

We used two tools:

• ENCORE: A materiality database of dependencies (physical risks)

between production processes and ecosystem services.

• UNEP FI Impact Analysis Tool: This tool provides an in-built

impact (transition risks) mapping that, combined with our

internal data and context, enables us to identify the most

significant impact areas of the portfolio.

Annual report 202552

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Based on the above-mentioned approach, we use a heatmap to

aggregate nature-related dependencies and show the level of

threat of potential events that may affect our corporate portfolio at

Group level.

This exercise also meets disclosure requirements under the

European Sustainability Reporting Standards: ESRS E2 (pollution),

ESRS E3 (water and marine resources), ESRS E4 (biodiversity and

ecosystems), and ESRS E5 (resource use and circular economy), in

relation to ESRS 2 IRO-1. The assessment concluded that no

nature-related topic or subtopic proves material at Group level. We

regularly monitor our nature materiality assessment.

In 2025, we made headway with embedding nature-related risks in

portfolio management, as described in the materiality assessment.

We also strengthened internal processes to identify and assess

impacts on ecosystems and natural resources in some of the most

relevant markets, as outlined below:

• Last year, Santander Brasil took part in a pilot led by the Brazilian

Business Council for Sustainable Development under the Action

for Nature initiative. The initiative aims to promote the

implementation of the TNFD framework and strengthen

corporate disclosure on nature-related risks, dependencies and

impacts. In 2025, Santander Brasil joined the second phase of the

initiative — the Finance and Nature Community of Practice —,

which focuses on embedding nature in portfolio and supply chain

management. Current efforts centre on technical discussions, the

exchange of best practices among financial institutions, and the

development of tools to assess biodiversity-related risks and

opportunities, reinforcing Santander’s commitment to the global

sustainable finance agenda and natural capital valuation.

• Santander UK has begun assessing nature-related risks and

opportunities within its Retail Banking business. Initial

assessments show low exposure, as the portfolio does not

concentrate on high-risk sectors or geographies. In 2025, the

assessment focused on the mortgage portfolio. Though

mortgages typically do not present significant direct nature-

related risks, they represent a material portion of the balance

sheet. The assessment found that nature-related risks may

exacerbate existing climate risks, which highlights the need for

an integrated climate/nature approach. Santander UK will

continue to delve deeper with this assessment and adapt its risk

management approach as industry knowledge and

methodologies evolve.

#### Biodiversity and nature in our E&S risk management policy

Santander embeds nature and biodiversity conservation measures

in financing and investment policies.

|  |  |
| --- | --- |
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|  | For more details on our E&S risk management policy, see section  3.2.3 '[Management of environmental and social aspects](#i6ecb2a0d58d04b53bfadfa2a833efaa7_181)'. |

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|  | Nature-based solutions are key to carbon storage and  climate resilience. Santander supports several initiatives  that foster these solutions:  • Biomas (Brazil): Reforestation of two million hectares  with two billion native trees over the next 20 years.  • Santander España – Motor Verde: Reforestation of  three forests covering more than 300 hectares,  absorbing 82,000 tonnes of CO₂e.  • Santander UK: Continued support for the Net Zero With  Nature initiative with UK National Parks, helping  develop a platform to mobilize private financing for  nature-based solutions.  • Santander México: Since 2021, the LikeU programme  has enabled customers to support reforestation  initiatives in partnership with Reforestamos México. | |  |
|  |  | |  |

#### Santander and the Brazilian biomes

Santander promotes the protection and sustainable development

of Brazil’s biomes, which is critical to tackling climate change and

conserving biodiversity recognizing that long-term prosperity

depends on a healthy natural ecosystem. We need economic

growth, but it must be sustainable.

Brazil’s emissions are estimated at 2,15 billion tonnes of CO₂e,

representing approximately 4% of global emissions, with land-use

change (42%), mainly deforestation, together with agriculture

(29%), being the main sources. A significant share of deforestation

remains illegal, particularly on undesignated public lands, driven

by speculation and weak land governance, despite recent progress

in reducing these figures. Although Brazil has a strong

environmental legal framework, such as the Forest Code, the main

challenge continues to be its effective implementation and

enforcement to curb deforestation and environmental degradation.

Addressing GHG emissions and biodiversity protection in Brazil

requires a multilateral approach that includes strengthening the

implementation of environmental laws, continuously promoting

sustainable agricultural practices, and enhancing monitoring and

transparency.

Santander supports Brazil’s transition to a low-carbon and resilient

economy by integrating climate and biodiversity considerations

into its business model, promoting sustainable finance, and

fostering innovation that links environmental preservation with

inclusive economic growth. We’ve been working with our

customers to promote sustainable development in Brazil for years.

Santander has been integrating environmental and social risk

analysis into credit assessments since 2002 and in 2016 became

the first bank in Brazil to formally incorporate a sustainability score

into corporate customers’ credit rating.

Environmental and social reviews of companies

Santander Brasil conducts annual environmental and social

assessments for wholesale and SME customers with higher

exposure or credit limits above BRL 7 million, particularly in 14

Annual report 202553

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priority sectors. This makes our financing practices to be aligned

with environmental laws, human rights standards and best

sustainability practices.

Each year, we assess around 2,000 customers through a

standardized E&S questionnaire that evaluates environmental

management, social practices, supply-chain controls and climate

risk exposure. Our team of specialists cross-checks responses

against public data – including government permits, fines,

embargoes, lawsuits and contaminated-land reports – and assigns

a score from 1 to 5 across environmental, social, and climate

dimensions.

The identification of potential risks requires enhanced due

diligence and mitigation plans, and we embed the results in the

customer’s credit assessment and sustainability rating. Regular

monitoring and reviews ensure that customers remain compliant

and progress toward sustainable practices. The E&S assessment

also incorporates climate-related physical and transition risks, such

as water stress, climate resilience and exposure to deforestation-

linked supply chains. For high-impact sectors such as mining,

agriculture, sugar and beef production, we apply additional

safeguards and sector-specific procedures.

Through this structured analysis, Santander promotes responsible

financing, boosts transparency, and supports its customers’

transition to a low-carbon and inclusive economy.

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| Outcome of the E&S risk analysis in Brazil in 2025 |

![30236569905758]()

Farmers and ranchers

In Santander Brasil, beyond credit approval, we monitor

approximately 19,000 rural properties (that have been financed or

pledged as collateral in the bank’s operations) by using official data

sources, satellite images, and advanced data tools. Our alerts cover

various risks, including illegal deforestation, government

embargoes, modern slavery, and incursions into protected

territories such as indigenous lands, Quilombola communities,

conservation units, archaeological sites, and public forests.

If we detect any irregularities, we request an explanation from the

customer, regardless of the biome where the property is located. If

we uncover a breach of environmental laws or regulations, our

standard contracts enable us to demand the early repayment of

loans and to take other necessary measures to mitigate risks.

We also use internet-based satellite-imaging tools such as

Copernicus Browser and MapBiomas to track deforestation and

tree cover loss on customers’ farms and ranches over time. These

tools help us strengthen our monitoring capacity and check that

our credit portfolio aligns with our sustainability and risk

management commitments.

Collaborating with initiatives to stop deforestation

Febraban Protocol for livestock in the Amazon

Santander actively collaborates with customers, governments,

regulators and NGOs to tackle illegal deforestation. Santander

Brasil is a member of Febraban’s committee on forestry and

agribusiness.

We have been seeking commitments from beef processing

customers in the Amazon since 2020. In 2021, Santander Brasil

began engaging with more than a dozen of these customers to

tackle illegal deforestation linked to their supply chain by 2025.

Santander Brasil, along with other banks, shared lessons learnt

with Febraban, which lead to the creation of the sectorial protocol -

SARB 026/2023 - in March 2023, which sets the standards for

managing the risk of illegal deforestation in the bovine meat chain.

The protocol set out the guidelines that its signatories were to

adopt.

By signing the protocol, Santander has aligned its ambition with

the Brazilian financial industry, and has been engaging with its

meatpacking customers. This requires beef processing customers

with slaughterhouses in the Brazilian Legal Amazon region to end

illegal deforestation by December 2025, both from direct suppliers

of cattle and Tier 1 indirect suppliers and demonstrate progress

against. They also must meet mid-term milestones.

Signatory banks must monitor the implementation of actions by

the deadlines that the law stipulates, review customers' public

reports on the dates that the protocol establishes, and take

measures based on the content that beef processing customers

publish. Since setting this objective, Santander has actively

engaged with all beef processing customers that the protocol

affects, leveraging our technical expertise to assist in developing

their traceability plans and reports. During 2025, all progress

reports from customers under monitoring were reviewed for

compliance. Those who failed to present the required plans had

their credit limits temporarily suspended and reinstated only upon

compliance. We will continue to act accordingly and monitor

compliance with the milestones set by the Febraban protocol, as

well as checking adherence to the implementation timeline.

Innovative Finance for the Amazon, Cerrado and Chaco (IFACC)

Our participation in IFACC focuses on structuring innovative

financial mechanisms to support deforestation-and-conversion-

free beef and soy production models in the Amazon and Cerrado.

The IFACC framework has enabled disbursements of USD 498.75

million and supported sustainable practices across 341,434

hectares, in addition to agroforestry systems (1,754 ha), ecological

restoration (739 ha) and the protection of native vegetation

(55,613 ha). 2025 saw the formal launch of the Catalytic Capital

for the Agricultural Transition , a blended-finance debt fund (initial

capital of USD 50 million; target size of USD 200 million) that aims

for 1:4 leverage and is expected to support the protection or

recovery of more than 500,000 hectares, avoid up to 240 million

tonnes of CO₂, and directly benefit over 1,000 farmers by 2030.

Nature-based Solutions (NbS) investment collaborative

In 2024, Santander became the first bank to join Brazil’s NbS

investment collaborative, a platform led by global climate

investors and coordinated by Capital for Climate, with anchor

Annual report 202554

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funding from the Finance Hub of the Gordon and Betty Moore

Foundation, and additional support from The Rockefeller

Foundation and Santander. Between 2023 and 2024, the platform

allocated USD 2.1 billion and set a USD 2.67 billion target for 2025,

with aggregated plans totalling USD 10.4 billion by 2027. The

pipeline of investible NbS projects in Brazil is expanding rapidly.

Developers plan to more than double their deployment capacity by

2028, with USD 6.1 billion in capital required to meet projected

needs by 2027. Project opportunities increasingly align with

institutional investment criteria, including scale, replicability, land

tenure security and predictable cash flows. Farmers and project

sponsors are also demonstrating that nature restoration can

enhance both productivity and profitability. The total pipeline is

expected to grow from 5.1 million hectares in 2026 to 9.6 million

hectares by 2028, spanning both primary NbS and conservation-

focused initiatives.

Amazon Finance Network

Since 2023, Santander Brasil has been an active member of the

Amazon Finance Network, a multi-stakeholder platform dedicated

to advancing sustainable finance in the Amazon region. The AFN

brings together more than 50 financial institutions, including

banks, funds, cooperatives, and development finance entities, to

mobilize capital that supports inclusive, resilient and

environmentally responsible growth. In 2025, AFN members

collaborated across four priority areas: financial inclusion,

agrifinance, carbon markets, and innovative finance. Santander

Brasil co-led the carbon markets workstream alongside The World

Bank, contributing technical expertise and strategic guidance to

shape investment frameworks that value nature-based solutions.

One of the key outcomes of this engagement was the joint Call to

Action that outlines practical steps for overcoming barriers to

private sector investment in the Amazon.

Biomas

Santander is a co-founder of Biomas, an ecosystem restoration

company committed to reforesting and protecting two million

hectares of degraded land in Brazil over the next 20 years. The

initiative’s aim is to plant two billion native trees and remove

approximately 900 million tonnes of CO₂e from the atmosphere to

make a material contribution to Brazil’s climate and biodiversity

goals. In 2025, Biomas launched its first large-scale forest

restoration project in southern Bahía, in partnership with Veracel

Celulose (which is providing land and operational support) and

Carbon2Nature Brasil (a joint venture between Iberdrola and

Neoenergia that develops high-integrity carbon credits). Known as

the Muçununga Project, the initiative aims to restore 1,200

hectares of the Atlantic Forest over a 40-year horizon by planting

two million seedlings from more than 70 native species, including

yellow ipe, jatobá and jacarandá-da-bahia.

The project is expected to deliver outcomes across four key areas:

• Climate: Restoration of the Atlantic Forest will help mitigate

climate change by removing carbon from the atmosphere.

• Biodiversity: Reintroducing a wide range of native species will

help rebuild natural habitats and strengthen ecosystem

resilience.

• Social: The initiative promotes inclusive development by

involving local communities and generating employment, skills,

and shared value.

• Carbon markets: The carbon credits issued will adhere to high-

integrity standards and provide measurable environmental and

social co-benefits.

Brazil’s Climate Fund Operation to Support Reforestation in the

Amazon

In April 2025, Santander enabled the first transaction under Brazil’s

Climate Fund to support reforestation efforts led by Mombak, a

Brazilian company that focuses on large-scale carbon removal

through native forest restoration in the Amazon. This marked a

significant milestone for climate finance and nature-based

solutions in Brazil. The Climate Fund is an instrument of Brazil’s

National Policy on Climate Change, managed by the Ministry of the

Environment. It aims to channel financial resources to projects that

contribute to climate change mitigation. Santander issued a bank

guarantee to enable the disbursement of BRL 100 million in

support of Mombak’s reforestation work in the state of Pará. The

funding will help scale the company’s partnership model with rural

landowners, combining high-integrity carbon capture with

financial incentives for sustainable land use. Beyond its

environmental contributions, the project is expected to generate

positive social outcomes by stimulating the regional economy,

creating jobs and strengthening the reforestation value chain.

Social impact

We understand that supporting the socioeconomic development of

the Amazon and other biomes and their residents is fundamental

for their preservation and for Brazil’s development.

Helping local people maintain their livelihoods is key to

maintaining this ecosystem. We want communities and

entrepreneurs to develop further and count on our support as

they do.

Amazon Journey Platform

In 2022, Santander joined forces with other financial institutions

and stakeholders to help launch the Jornada Amazônia platform,

operated by Fundação Certi. This initiative seeks to strengthen the

innovation and entrepreneurship ecosystem of the Amazon region,

with a focus on bioeconomy solutions for forest conservation. The

platform’s core objectives include training 3,000 people and

supporting the creation of 200 startups by the end of 2025.

The results achieved since 2023 reflect the emergence of a

dynamic and maturing innovation ecosystem that is shaped by

technological innovation, talent development, diversity, and a deep

understanding of the region’s social and economic potential.

The initiative has mobilized more than 9,500 people and provided

training to more than 3,000. A total of 1,991 projects have been

registered, of which 185 have received support; in addition, 465

businesses have been registered, 104 were strengthened and

qualified, and 29 start-ups have been ramped up.

As part of our contribution to the platform, we mobilized 20 senior

executives to mentor early-stage ventures and support

entrepreneurs on people management, legal and regulatory

matters, investor access, network development, strategic vision,

and business direction. In 2025 alone, Santander professionals

supported 11 start-ups under the initiative.

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|  | For more details on Santander and the Brazilian Amazon, see  santander.com . |

15 In accordance with local law and regulation.

16 The scope was also adjusted by excluding short-term trade finance to be better aligned with market practice and have better internal consistency.

Annual report 202555

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Santander and COP 30

Throughout 2025, most notably in the lead-up to and during the

United Nations Climate Change Conference (Conference of the

Parties, COP), we took part in key climate and sustainability

discussions in Brazil and globally. Our participation reflects

Santander’s continued commitment to enabling the transition to a

low-carbon economy through financial innovation, strategic

partnerships and capital mobilization aligned with sustainable

development.

Key actions in 2025 included:

• Engaging in more than 50 forums on nature-based solutions,

decarbonization, carbon markets, blended finance, de-risking

innovative mechanisms, and sustainable finance.

• Hosting customer events focused on sectoral transition

strategies, such as transportation and logistics, agribusiness, and

hard-to-abate industries.

• The selection of four Santander Brasil case studies for major

COP-30 related platforms, particularly for nature-based

solutions and innovative sustainable finance.

These actions underscore Santander’s leadership in advancing

sustainability and supporting Brazil’s ecological transformation.

#### 2.4 Aiming to align our activity with the Paris Agreement Goals

In this section we cover how Santander manages the following

IRO:

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|  | I- | Adverse impact on climate and the environment due to  the bank’s financing of, or investment in, certain non-  sustainable assets and activities. |  |
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We continue to work along the following lines:

▪ Financed emissions from Balance sheet: focusing on scope 3,

category 15 emissions (see sections [2.4.1 'Aligning our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_130)

[portfolios'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_130), [2.4.2 'Monitoring of other portfolios'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_133) and [2.4.3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_136)

['Measuring and assessing other portfolios'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_136)).

▪ Asset Management: these are outside of our balance sheet and

thus not considered as scope 3 emissions (see section  [2.4.4](#i6ecb2a0d58d04b53bfadfa2a833efaa7_139)

['Santander Asset Management’s (SAM) alignment strategy and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_139)

[approach'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_139))

▪ Own operations: direct and indirect emissions including scope

1&2 and material scope 3 (beyond category 15) (see section

[2.4.5 'Our environmental footprint'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_142)).

#### Ambition and approach

We continue working towards our ambition of net zero carbon

emissions by 2050 by progressively setting specific actions

regarding the footprint of our own operations and to support our

customers in their climate objectives, prioritising the high-emitting

sectors - which also bear high and very high transition risk

according to our climate heatmap. We also focus on energy

security and affordability.

We set targets 15 for the wholesale segment in the power

generation, thermal coal, oil & gas, steel and on the automotive

sector from two perspectives: auto manufacturing (wholesale

segment) and auto lending (consumer loans for the purchase of

passenger cars in Europe).

We update our strategy and targets to incorporate the latest

scientific insights and changes in local regulation. During 2025,

Santander updated its climate alignment targets. We wanted to

ensure these remain credible and consistent, while reflecting the

real pace of transition across the economies in which the Group

operates. Five years after establishing our first targets (all the

details are covered below), this update refined the scope, metrics

and scenarios to reflect better our role as a facilitator of the

transition, as well as how external factors (especially public policy)

determine the pace of the transition.

In particular, the Group refined the perimeter 16 of certain sectoral

targets. In oil & gas, alignment target now focus on Scope 1 and 2

emissions, where customers have greater operational control and

where banks can more effectively support transition efforts, while

Scope 3 emissions are monitored given their scale and their strong

dependency on global policy, technology and demand-side

developments. Following our latest annual portfolio alignment

materiality assessment, aviation has moved from target to

monitoring due to its declining alignment materiality and strong

dependence on policy and technological developments. This

decision is consistent with our dynamic, criteria-based approach to

prioritising sectors where we can have the greatest impact, and

with the treatment applied to other sectors.

The incorporation of target ranges and regional scenarios allow us

to incorporate the differing pace of transition in markets and

sectors, differences in regulatory frameworks, and reflects the

latest science and policy developments. More detail follows.

#### Progress and dependencies

The climate performance dynamics of all these sectors are heavily

dependent on their regulatory and policy framework, technology

changes and customers behaviours. Both the International Energy

Agency (IEA) and the Intergovernmental Panel on Climate Change

highlight that deep emissions reductions will require the

widespread adoption of technologies that are not yet commercially

available or are only at demonstration scale.

In sectors where corporate customers are making progress, we

have set targets while acknowledging these external

dependencies.

17 The Stated Policies Scenario is designed to provide a sense of the prevailing direction of energy system progression, based on a detailed review of the current policy

landscape.

Annual report 202556

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For the sectors that are heavily dependent on further regulation to

align, and where most of the customers are retail, we are

monitoring their financed emissions; but we will refrain from

setting targets until the regulatory and policy framework is clear,

consistent and supportive of both economic growth and consumer

behaviour changes.

We have been sharing our understanding and experience of these

policy gaps with authorities and other sectors.

Economic growth is essential to finance the transition - and to

ensure it is affordable and fair in both developed and developing

economies. It is therefore important that policies supporting the

transition do not undermine growth, nor the provision of reliable

and affordable energy. We believe the transition is a journey – not

a moment in time – for companies, sectors and countries.

Governments' policies or regulations to affect sudden change are

therefore likely to undermine growth and decrease investor

confidence. A 'one size fits all approach' to the transition ignores

the economic, social and political reality facing different sectors in

different regions. We need a more pragmatic, flexible approach.

Therefore we consider the financial sector should be considered as

an enabler of the transition, but not as the solution, as we cannot

substitute the authorities and public bodies in meeting the

objectives they have established.

Different governments have differing policies. Clarity on these

policies supports investments in the transition. Today, according to

IEA, there is still a large gap between the Stated Policies Scenario 17

projections and Net Zero Emissions by 2050 Scenario. This gap also

exists in Santander's core markets.

Our efforts to pursue our alignment targets also involve engaging

with public bodies whose policy decisions and actions are critical if

companies - including banks like Santander - are to make progress

towards net zero carbon by 2050. If policies (or the lack of them)

remain as they are today, a significant gap will persist between net

zero scenario pathways and what will actually happen.

We also monitor technological, economic and geopolitical factors

that bear on transition, including the energy security and the

variability of approaches in different markets.

When assessing risks and opportunities our decisions are informed

by markets, our stakeholders, and in accordance with local law and

regulation. Our climate targets aim to help our customers meet

their transition goals while keeping a robust and competitive

business model that supports economic growth and energy

security. Target setting also reflects constraints and limitations

faced in different jurisdictions and sectors. The transition must be

just and orderly.

Our ambition is also supported by alignment targets and portfolios

under monitoring. With them we monitor the most crucial part of

each sector’s value chain, focusing on those that are most

emissions-intensive, actionable and where progress can be

measured, also considering the availability of quality data and

market practices.

We prioritize engagement and assess each case individually from a

long-term perspective. This includes evaluating financing needs

across all sectors without applying blanket exclusions or refusing

credit or other services solely based on climate sector

classification, instead we consider credible transition plans and the

context of each customer's operating environment.

We are monitoring the materiality of the capital markets emissions

(facilitated emissions) for the bank, and for the moment we

consider them not material, due to low exposure.

Our focus is on the areas most material to Santander. Sectors like

cement, shipping, aluminium are still deemed non-material due to

low exposure or strong dependence on policy and technological

developments.

We use external data and models from third parties with

recognized market reputation and expertise. Finally, we rely on

financial and non-financial information from our customers.

Though the non-financial information required is becoming more

available as more companies begin to report GHG emissions, it still

falls short in certain sectors and regions. And, where available, it

might not be the most suitable or accurate. In many cases, data is

only available with a significant time lag. If no emissions data exist,

we estimate them based on proxies (average emissions by

industry, country, etc.). Once we obtain our customers' total

emissions, we apply our attribution factor in line with the PCAF

approach to determine Santander’s financed emissions.

Emissions accounting and science-based alignment target

methodologies are still relatively new areas that are improving.

More methodologies need to be developed to inform decisions and

actions.

#### Putting our vision into practice

We are introducing target ranges applying a weighted average of

the regional scenarios from the IEA to reflect our footprint. These

ranges are based on regional IEA NZE2050 and Announced Pledges

scenarios (APS), which, at present, is 1.7ºC. They also facilitate

incorporating different transition speeds and regulatory

frameworks, as well as to follow the latest science and policy

developments.

In the oil & gas sector, we have also evolved our methodology by

moving from absolute financed emissions to two intensity-based

metrics: (i) an alignment target for operational emission intensity

(scope 1+2), and (ii) monitoring of the primary energy mix, which

reflects the carbon intensity of our global energy supply portfolio.

This approach recognizes the role of producers in reducing

operational emissions while acknowledging that fossil fuel

consumption is primarily driven by demand-side dynamics —such

as electrification of transport, heating and industrial processes,

where we already have targets in the relevant sectors for

Santander.

Overall, these updates help guide what we do, so that our actions

reflect the realities of the markets and economies in which we

operate. We will continue to review our targets annually,

integrating the latest science, regulation, and technological

advances, so that our strategy remains both ambitious and credible

in supporting a just and orderly transition.

Annual report 202557

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| Alignment targetsA | | | | | | | | | | | | | | | | | | | |  |
| Sector | | Scenario | Metric | Baseline  year | 2022 | 2023 | 2024 | 2030  targets | Scope of  emissions | Value chain in scope | | | | | | | | | |  |
| Lightening.jpg | Power  generation | NZE2050  - APS B | kgCO2e/  MWh | 2023 |  | 149 | 88 | 102 - 124  (-32-17%) | 1 | Upstream / Generation | | | } | Midstream /  Distribution | | | } | Downstream / End  product | |  |
| PetrolTower.jpg | Oil & gas | tCO2e/  TJ | 2023 |  | 3.08 | 3.15 | 2.31 -  3.03  (-25-2%) | 1 + 2 | Integrated / Diversified | | | | | | | | | |  |
| Upstream / Extraction | | | } | Midstream /  Distribution | | | } | Downstream /  Trading | |  |
| Steel.jpg | Steel | tCO2e/  tS | 2023 |  | 1.47 | 1.51 | 1.17-1.28  (-20-13%) | 1 + 2 | Upstream /  Materials extraction | | | } | Manufacturing | | | } | Downstream / End  product | |  |
| CarManufacturing.jpg | Auto  manufacturing | gCO2/  vkm | 2023 |  | 135 | 128 | 80 - 98  (-41-27%) | 3C | Upstream /  Suppliers-Materials | } | Midstream /  Manufacturing | | | } | Midstream /  Dealers | | | } |  |
| AutoLending.jpg | Auto lending  Europe D | gCO2e/  vkm | 2022 | 137 | 133 | 129 | 70-109  (-49-21%) | 1 + 2 |  |  |  |  |  |  |  |  |  | Downstream /  End-users |  |
| ThermalCoal.jpg | Thermal coal | Phase-out targets to eliminate exposure by 2030 to power generation customers with a revenue dependency on coal of over 10% and thermal coal mining. | | | | | | | | | | | | | | | | | |  |
| Details on targets' scope are available in the following pages. | | | | | | | | | | | | | | | | | | | |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| Monitoring of other portfolios | | | | | | | | | | |  |
| Sector | | Metric | 2023 | 2024 | Scope of  emissions | Value chain in scope | | | | | |
| oil_rig.jpg | Primary energy  mix | tCO2e/TJ | 45.1 | 42.0 | 3C | Upstream / Generation |  | Midstream / Distribution |  | Downstream/End Product |  |
| Plane.jpg | Aviation | gCO2e/RPK | 83 | 78 | 1 | Upstream / Suppliers | } | Midstream / Construction | } | Downstream / Airliners |  |
| Building.jpg | Commercial  Real Estate E | kgCO₂e/m² | 22.89 | 26.14 | 1 + 2 | Upstream / Suppliers | } | Midstream / Construction | } | Downstream / Owners |  |
| Mortgages.jpg | Mortgages F | kgCO₂e/m² | 21.06 | 19.00 | 1 + 2 | Upstream / Suppliers | } | Midstream / Construction | } | Downstream /  Homeowners |  |
| Agricultura.jpg | Agriculture G | mtCO2e | 8.41 | 7.12 | 1 + 2 | Upstream / Suppliers | } | Midstream / On Farm | } | Downstream /  End product |  |
| Details on our progress on alignment available in the following pages. | | | | | | | | | | |  |

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Part of the sector value chain in-scope, due  emissions materiality and/or actionability |  |  | Part of the sector value  chain out of scope |

A. The efforts to meet these targets are in accordance with local law and regulation.

B. NZE2050: Net Zero Emissions by 2050 Scenario. APS: Announced Pledges Scenario. 2024 publication except oil & gas 2023.

C. Use of sold products.

D. Consumer lending for acquisition of passenger cars, covering a significant majority of the exposure in Europe.

E. Financed emissions of the UK, Spain and Portugal CRE portfolios. 2023 data does not include Portugal.

F. Financed emissions of the UK, Spain and Portugal mortgage portfolios. 2023 data does not include Portugal.

G. Financed emissions of part of the Brazil agriculture portfolio. From 2024 onwards, and in line with materiality criteria, the calculation includes only soy, corn and beef cattle.

The 2023 figure was recalculated to ensure comparability.

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| --- | --- |
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|  | For more details on our alignment targets, see  note   [SN 4. 'Our transition plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232)'. |

#### Implementation strategy

CIB implementation strategy entails several actions to support our

customers in their climate objectives and to achieve our alignment

targets. These actions include an assessment of our customers’

transition plans, customer engagement, segmenting customers

based on a climate tiering approach, and dedicated portfolio

steering governance. We also collect additional data to

supplement the risk analysis process; and conduct E&S risk

management policy reviews. Given our actions relate directly to

our customers’ activity, it is not practical to make quantitative

estimates of how each action contributes to achieving our targets.

All actions described below cover the CIB business globally.

Customer climate tiering

A key element of our implementation strategy is the customer

climate tiering approach, which we align with local government

laws and policies. The outcome of this tiering approach is an

assessment of our customers’ current and expected progress to

align with our climate sector objectives. Over the last few years,

we have implemented this approach for all sectors with alignment

targets (automotive manufacturing, power, oil & gas and steel) and

adapted it where necessary to account for sector differences. We

review the climate tiering assessment for each sector every year to

reflect our customers’ progress.

Our approach aims to facilitate the achievement of our alignment

targets and to develop a strong understanding of our customers’

transition strategies towards low-carbon business models. We

take a business approach and do not apply any individual customer

exclusions solely based on customer climate tiering. This

framework is supported by governance processes, involving

various internal stakeholders, such as front office teams, risk

functions, and senior management to guide the potential portfolio

Annual report 202558

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steering actions (for more details, see the Portfolio Steering

section below). It is structured around four main iterative steps:

Collect, Assess, Engage and Review. We have used several

internationally recognized references as inputs and adapted them

to our requirements and objectives.

Collect: We collect relevant information as part of regular

customer dialogue and engagement. In addition, we source specific

climate related information through tailored requests that contain

transition-focused elements designed to help us better understand

companies’ alignment strategies. We also seek to source reliable

and consistent information from credible third parties to

complement our understanding.

We collect and update this information both at the customer

onboarding stage, and as part of the regular business and risk

assessment review with each customer, which we perform at least

once a year.

Assess: Our assessment consists of a two-step approach designed

to categorize our customers according to their emissions pathway

and perceived quality of their transition strategy.

The first step involves assessing how our customers’ emissions

trajectory aligns with our current sectoral portfolio baseline and

portfolio targets. The second step assesses the quality of each

customer’s transition plan. Our transition plan assessment

methodology focuses on four pillars:

1. Targets pillar: This focuses on the quality and ambition of the

customer’s quantitative GHG emissions targets. Where

possible, we assess both short- and long-term, as well as

absolute and intensity reduction targets.

2. Action plan pillar: This considers the credibility of the

customer’s implementation strategy to achieve its alignment

targets. We assess the business strategic integration of climate

change risks and opportunities; the existence of climate

scenario planning; planned CAPEX for climate solutions; and

time-bound action plans to achieve targets.

3. Disclosure pillar: This focuses on the transparency of reporting

on historical emissions performance across all relevant scopes,

the level of assurance, and the degree of reporting alignment

with leading reporting frameworks such as TCFD.

4. Governance pillar: This considers the level of management

oversight and governance of the customer’s transition strategy.

We assess the level of seniority of executives accountable for

climate strategy, and board committee oversight of climate

change issues.

Our transition plan assessment methodology includes higher

weightings for assessment criteria deemed to be critical to credible

transition plans, compared to lower weightings for those that are

considered supporting criteria. The more highly weighted criteria

are designed to prioritize focus areas for customer engagement.

Ultimately, our customer climate tiering system comprises four

categories (Leader, Strong, Moderate and Weak).

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Two step tiering system | | |
|  |  |  |
| 1.gif  GHG emissions profile  alignment |  | • Current GHG emissions profile  • Future targeted GHG emissions  trajectory  • Assessment of alignment with  Santander’s pathway |
| ↓ |  |  |
| 2.gif  Transition plan quality  assessment |  | • Internal methodology to assess  perceived quality of transition plans  • Developed using established transition  plan assessment methodologies |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Transition pillar |  | Overview |
|  |  |  |
| 1. Targets |  | Quality and ambition of quantitative  targets to reduce GHG emissions |
|  |  |  |
| 2. Action plan |  | Depth of alignment strategy to achieve  GHG emissions reduction targets |
|  |  |  |
| 3. Disclosure |  | Transparency on GHG emissions reporting  across relevant scopes |
|  |  |  |
| 4. Governance |  | Management oversight and governance  of transition strategy |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Tier categories | | |  | Description |
|  |  |  |  |  |
| Tier 1 |  | Leader |  | • Emissions profile fully aligned with  Santander’s pathway  • Strong transition plan |
|  |  |  |  |  |
| Tier 2 |  | Strong |  | • Emissions profile fully aligned with  Santander’s pathway but  improvement needed in transition  plan; or  • Strong transition plan but emissions  profile partially aligned with  Santander’s pathway |
|  |  |  |  |  |
| Tier 3 |  | Moderate |  | • Emissions profile partially aligned  with Santander’s pathway, but  improvement needed in transition  plan; or  • Emissions profile not aligned with  Santander’s pathway, but strong  transition plan |
|  |  |  |  |  |
| Tier 4 |  | Weak |  | • Emissions profile not aligned with  Santander’s pathway  • Weak transition plan |

Senior experts from our ESCC, Portfolio Alignment and

Sustainability Solutions teams delivered internally-organized

briefings to sector- specific relationship managers and ESCC

analysts. These focused on gathering information to complete the

transition plan quality assessment (the second step in our

customer climate tiering system).

Expert resources from our global Sustainability Solutions team are

made available for further education and advice on customers'

transition plans assessment.

Annual report 202559

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Engage with customers: Our customer climate tiering system

seeks to facilitate tailored transition dialogue to help lower-tiered

customers move up to higher tiers over time, consistent with their

transition or business strategies.

In 2025, we continued to focus our customer engagement efforts

on lower-tiered customers. We use internal transition assessment

dashboards for relationship managers, designed to help identify of

customer-level priority areas, industry benchmarking, and

opportunities to support our customers in financing their transition.

Of all the customers that are in scope of our targets, approximately

two-thirds included sustainability-related discussions in 2025.

Review: Our relationship managers perform the customer

transition plan assessment in cooperation with ESCC risk analysts.

Our Sustainability Solutions and Portfolio Alignment teams then

carry out portfolio level reviews to determine final tierings. This

portfolio level review is important to help identify key trends and

challenges in each sector, as well as for future transition plan

assessment methodology improvements.

We completed initial assessments for both steps for all sectors

where targets have been set. Subsequently, we reviewed and

enhanced transition plan quality assessments, drawing on updated

reference methodologies and sector-specific research. This led to

improved guidance and a more focused set of questions that

include sector-specific questions to assess transition plan quality.

The figure below shows the breakdown of our climate tiering

system output for all entities in scope of our original sector targets,

by sum of drawn exposures as of the end of 2025. See sections

below for further details on each sector’s portfolio composition and

evolution.

|  |
| --- |
|  |
| Climate tiering aggregated for the sectors for which we had  set targets  A |

![28037546540031]()

A. Based on 2025 year-end drawn exposure, according to portfolio alignment

methodology, and including project finance, both in operation and under

construction.

Among our corporate customers with drawn exposure and a

transition plan assessed in 2025, around two-thirds have set

quantitative emissions-reduction targets for sector-material GHG

scopes. These companies’ targets cover both the 2030–2039

period and longer-term ambitions towards 2040–2050. The same

proportion have established absolute reduction targets.

Approximately four-fifths have adopted time-bound action plans to

align their business with a low-carbon pathway, while a similar

share conduct climate-scenario analysis and have implemented the

TCFD recommendations.

Over half report or commit to align future CAPEX with low-carbon

solutions. More than four-fifths have obtained third-party

verification of their scope 1 and 2 emissions and have assigned

board- or management-level responsibility for climate oversight.

Portfolio steering

CIB’s portfolio steering governance is designed to identify actions

to support our customers’ transition and manage our portfolio to

achieve our climate targets. A quarterly portfolio steering meeting

operates at the core of our governance. Its scope includes

monitoring progress towards the achievement of our portfolio

targets. All relevant CIB functions are represented at this meeting.

In addition, a monthly portfolio alignment meeting provides

technical support by reviewing methodologies and monthly critical

KPI performance.

Our risk appetite and lending policies are important tools for

monitoring and steering the portfolio towards our financed

emissions targets. Our customer climate tiering assessment

informs our risk appetite for each sector where targets have been

set. We comply with fair access laws and policies where they are

applicable.

In addition, Santander’s E&S risk management policy sets out the

criteria for providing financial products to customers involved in

several of the sectors within the scope of our financed emissions

targets. For all sectors with alignment targets, we’re embedding

customer climate tiering and engagement considerations in annual

credit risk reviews. For one-off transactions (e.g. project finance),

we assess a transaction’s impact on financed emissions targets for

the relevant sector portfolio.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
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|  | | |  |  |  |
|  |  |  |  |  |  |
|  |  | Contributing to integrity in transition finance | | |  |
|  |  | |  |  |  |
|  | We contribute to furthering industry knowledge of transition  finance as an enabler towards net zero. As part of our long-  standing support for education, employability and  entrepreneurship, we have collaborated with the University of  Oxford, funding the development of the Transition Finance  Centre of Excellence for the last three years. This centre aims  to play a prominent role in defining aspects of transition  finance, such as best practice sectoral transition plans and  new tools and insight for practitioners.  Research has focused on multiple angles of transition finance,  including developing a deeper understanding of assessing  companies’ transition plans in emission-intensive sectors, | |  | exploring external dependencies in corporate transition plans  and assessing transition plans with more granular asset-  based approaches as well as equity principles. Research has  also included corporate net zero transition plan implications  for loan pricing, the development of tools to assess  sustainability-linked bond pricing, and other topics such as  the economics of critical minerals and climate transition  policy.  For more details about this collaboration and published  research outputs, please see smithschool.ox.ac.uk. |  |
|  |  | |  |  |  |

18 The efforts to meet these targets are in accordance with local law and regulation.

19 For the power sector, we source emissions and production data from GlobalData, the Transition Pathway Initiative (TPI), S&P Trucost, and client disclosures. For all sectors,

we gather financial data from Capital IQ and customers’ official reports. Where data is unavailable, we apply a proxy.

Annual report 202560

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2.4.1

#### Aligningour portfolios

 18

#### Power generation

 19

Sector boundaries: For the power generation sector, we assess the

upstream/generation business in the value chain. Our portfolio

includes both corporate customers and project finance

transactions.

Industry dynamics:  The demand for electricity is expected to grow

significantly in the coming years, driven by the electrification of

sectors such as transportation and buildings, the increase in AI and

corresponding data centres, and other factors.

The power‑generation sector is adding low-carbon production

capacity to cope with the increased demand and to replace fossil-

fuel power generation. The integration of renewables,

energy‑storage and grid flexibility is a key challenge.

The IEA estimates that to meet the Paris objectives, investment in

energy will need to increase from USD 3.3 trillion today to around

USD 4.8 trillion per year over the next decade, with most of the

increase flowing to clean energy, while fossil investment declines

in relative terms.

Portfolio composition: The exposure to project finance (both in

operation and under construction) outweighs the exposure to

corporate customers. Within the corporate portfolio, around 85%

of the portfolio is classified as tier 1 and 2 customers, typically

leading power companies with existing or strong objectives to

renewables. We observe clear regional differences in climate

tiering (with Europe being the leader), while many emerging

market entities are still developing and disclosing their transition

plans.

|  |
| --- |
|  |
| Power generation portfolio distributionA |

![16849]()

A. Based on 2025 year-end drawn exposure, according to portfolio alignment

methodology, and including corporates and project finance, both in operation and

under construction.

Portfolio evolution: 2024 saw a significant decrease in the

portfolio's overall emission intensity, driven by a reduction in

exposure to high-carbon intensity assets and an increase in the

volume of project finance assets still under construction.

Supporting our customers in their alignment journey implies

investing in both renewable technologies and transition

technologies, which may still lead to temporary increases in

physical emission intensity in the future.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Financed emissions and exposure metrics in power generation | | | | | | | | |
| Sector | Year | Exposure (drawn  amount billion  euros) A | Absolute  emissions  (MtCO2 e) | Physical emissions  intensity  (kgCO2e/MWh) | Financial emissions  intensity  (MtCO 2 e/ EUR bn lent) | PCAF  score | 2030 target  (kgCO2e/MWh) | Reference  Scenario |
| Power | 2023 | 12.79 | 3.88 | 149 | 0.30 | 2.74 | 102 - 124 | IEA  NZE2050 -  APS (2024) |
| 2024 | 12.16 | 2.07 | 88 | 0.17 | 2.72 |

A. It includes Corporates and Project Finance in operation and under construction.

20 For the Oil & Gas sector, we source emissions and production data from Wood Mackenzie.

21 For the steel sector, we source emissions and production data from CDP, Transition Pathway Initiative (TPI), Asset Impact and client disclosures.

Annual report 202561

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|  |
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#### Oil & gas

 20

Sector boundaries: For the oil & gas sector, we assess upstream

companies, as well as integrated companies that undertake their

own upstream oil & gas production. We assess physical emission

intensity for operational emissions in scope 1 and 2. For scope 3

emissions see Primary Energy Mix on section [2.4.2 'Monitoring of](#i6ecb2a0d58d04b53bfadfa2a833efaa7_133)

[other portfolios'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_133).

Industry dynamics: Operational emissions from oil & gas upstream

activities are a material share of global GHG emissions, estimated

at 5 Gt CO2e by the IEA. The most important levers to reduce

emissions are the electrification of facilities, methane‑flaring

elimination, and carbon capture, utilisation and storage

deployment. In this sense, 55 national and international oil

companies have signed the Oil & Gas Decarbonization Charter with

the ambition to reach net-zero operational emissions by or before

2050.

Portfolio composition: This portfolio comprises geographically

diverse companies. The climate tiering for this sector follows the

same methodology as all other sectors (see description above),

applying 2030 published commitments from oil & gas companies

to assess step 1.

Portfolio evolution: The physical emission intensity of our portfolio

increased slightly in 2024, rising from 3.08 tCO2/TJ in 2023 to 3.15

tCO2/TJ. This was primarily due to an increase in the share of

exposure in tiers 3 and 4, while individual companies' emission

intensities have reduced.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Financed emissions and exposure metrics in oil & gas | | | | | | | | |
| Sector | Year | Exposure (drawn  amount billion  euros) | Absolute  emissions  (MtCO2 e) | Physical emissions  intensity (tCO2e/TJ) | Financial emissions  intensity  (MtCO 2 e/ EUR bn lent) | PCAF  score | 2030 target  (tCO2e/TJ) | Reference  Scenario |
| Oil & gas | 2023 | 5.84 | 0.75 | 3.08 | 0.13 | 3.04 | 2.31 - 3.03 | IEA NZE2050  - APS (2023) |
| 2024 | 5.44 | 0.71 | 3.15 | 0.13 | 3.04 |

|  |
| --- |
|  |
|  |

#### Steel

 21

Sector boundaries: For the steel sector, we assess companies that

attribute over 10% of their revenue to steel production.

Industry dynamics: The main alignment levers for the steel

industry are: shifting to low-carbon energy sources, (e.g.

renewable energy or hydrogen), technological improvements (e.g.

electric-arc-furnaces (EAF), carbon capture), and material

efficiency and recycling. According to the 2025 report by Global

Energy Monitor, EAF-based steelmaking capacity has grown by

nearly 11% since 2020, and half of all steelmaking capacity

currently under development plans to use EAF.

Portfolio composition: The availability of reliable data has

improved since previous reports. We take a conservative approach

by assigning all customers with insufficient data to the lowest

climate tier. This small, concentrated portfolio is sensitive to

changes in composition, which have a noticeable impact on the

overall emission intensity.

Portfolio evolution: The physical emission intensity of our portfolio

increased in 2024, rising from 1.47 tCO2e/TS in 2023 to 1.51

tCO2e/TS. This increase was due to a change in the composition of

the portfolio, as some repayments were observed in customers

with low emissions profiles.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Financed emissions and exposure metrics in steel | | | | | | | | |
| Sector | Year | Exposure (drawn  amount billion euros) | Absolute  emissions  (MtCO2 e) | Physical emissions  intensity (tCO2e/tS) | Financial emissions  intensity  (MtCO 2 e/ EUR bn lent) | PCAF  score | 2030 target  (tCO2e/tS) | Reference  Scenario |
| Steel | 2023 | 1.73 | 1.59 | 1.47 | 0.92 | 3.11 | 1.17-1.28 | IEA NZE2050  - APS (2024) |
| 2024 | 1.47 | 1.36 | 1.51 | 0.92 | 3.04 |

|  |
| --- |
|  |
|  |

Automotive sector

According to the IEA, road transport accounts for over 15% of

global energy-related emissions. The switch from internal-

combustion engines (ICE) to electric vehicles (EV) and plug-in

hybrid electric vehicles (PHEV) is the most important alignment

lever for this sector.

We are supporting our auto-manufacturer customers in the

adaptation of their business models and product offering towards

EVs and PHEVs. As a leading auto end-user lender in Europe, we

are also helping our retail customers finance purchases of an

increasing number of EVs and PHEVs.

We aim to align our global auto manufacturing and European auto

lending loan portfolios, with a 2030 target-range and a 2030

target, respectively. Our approach is heavily dependent on

22 For the auto manufacturing sector, we source emissions and production data from JATO, Asset Impact and client disclosures.

Annual report 202562

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supportive public policy frameworks that stimulate consumer

demand.

Progress on both automotive sector portfolio targets will depend

on several external factors such as:

Regulation and policy: Public measures and policies play a pivotal

role. For example, meeting the timelines set for reducing the fleet

wide emissions in the EU would support this shift, as would the

introduction of low-emission zones. Likewise, continued adoption

of EV purchase subsidies has proven important for increasing

market penetration, as demonstrated in the Nordic countries.

Technology: A guaranteed supply of the required materials to

produce EVs and PHEVs at scale is needed to match demand. Also,

reducing EV and PHEV production costs is required to ensure

affordability in comparison with ICEs, and thus ensure a just

transition.

Infrastructure: Reaching a high penetration of EVs and PHEVs will

require a deep transformation of supply chains and the

infrastructure that powers them (increasing the number of

charging points and their performance) to shift from a model of

predominantly ICE cars to an EV and PHEV majority. The

investment needed for this infrastructure will require support from

governments and other actors, which could be affected by

conflicting interests such as energy security.

OEMs commitments: For electric vehicles to become the market’s

number one engine type, manufacturers must fulfil their

commitments regarding their development and the phasing out of

combustion engines.

Auto manufacturing 22

Sector boundaries: Within the automotive sector, CIB focuses on

the manufacturing of passenger cars, i.e. on Original Equipment

Manufacturers (OEMs). The target metric is scope 3 GHG emissions

from OEMs, measured by the average CO2 intensity per vkm of the

fleet sold in the given year.

Industry dynamics: The switch from ICE to EV and PHEV is the

most important alignment lever for this sector. The uptake of these

technologies depends on multiple external factors.

Portfolio composition: The portfolio consists of large globally

active auto manufacturers plus some pure EV players. Aside from

these pure EV manufacturers, the carbon intensities of the OEMs’

fleets are within a relatively narrow band compared to other

industries.

Portfolio evolution: Emissions intensity improved from 135 gCO2/

vkm in 2023 to 128 gCO₂/vkm in 2024, mainly due to the change in

the composition of the portfolio, though we also observe an overall

average reduction in the emissions intensity of our customers

during this period.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Financed emissions and exposure metrics in the automotive sector | | | | | | | | |
| Sector | Year | Exposure (drawn  amount billion  euros) | Absolute  emissions | Physical emissions  intensity | Financial emissions  intensity | PCAF  score | 2030 target | Reference  Scenario |
| Auto  manufacturing | 2023 | 3.77 | 2.56 MtCO₂ | 135 gCO₂/vkm | 0.68 MtCO₂/EUR bn lent | 3.0 | 80 - 98  gCO2/vkm | IEA NZE2050  - APS  (2024) |
| 2024 | 3.65 | 2.15 MtCO₂ | 128 gCO₂/vkm | 0.59 MtCO₂/EUR bn lent | 3.0 |
| Auto lending  Europe | 2023 | 62.40 | 6.78 MtCO₂e | 133 gCO₂e/vkm | 0.11 MtCO₂e/EUR bn lent | 2.7 | 70 - 109  gCO2e/vkm |
| 2024 | 66.27 | 6.42 MtCO₂e | 129 gCO₂e/vkm | 0.09 MtCO₂e/EUR bn lent | 2.7 |

Auto lending in Europe

Industry dynamics: The alignment of this sector in Europe is driven

by regulation and is particularly influenced by the emission-

reduction targets imposed by the European Union.

However, the pace of alignment will depend on external factors,

such as government action (for example, subsidies for electric or

low-emission vehicles, the development of charging infrastructure,

automakers’ commercial targets, etc.).

Portfolio evolution: 2024 emissions were 6% below the higher

end of the target curve. SCF monitors key emissions-related

metrics every quarter (total emissions, emissions intensity, auto

lending portfolio exposure, PCAF score, etc.).

It also runs these business-related actions to support the

alignment of the auto lending portfolio:

• Enter into new agreements and build on existing agreements

with electric vehicle manufacturers.

• Renew and build on existing agreements with traditional

manufacturers that have credible transition plans.

• Offer additional bundles of financial products and solutions for

electric vehicles (e.g. installation and financing of home chargers,

solar panels, etc.).

• Implement new risk management methodologies and schemes

for electric vehicles to broaden the range of residual value risk

products and support the sale of electric vehicles under our

agreements with manufacturers.

• Work on loyalty programmes alongside electric car

manufacturers to guarantee multiple cycles of vehicle use and

help extend their useful life through preventive maintenance

programmes, warranty extensions or quality seals that give

confidence to users purchasing a used vehicle and contribute to

reducing waste.

The success of these actions depends entirely on shifts in electric

vehicle supply, demand and regulation; manufacturers’ transition

plans; and such other external factors as technology,

infrastructure, government incentives and tariffs on electric

vehicles. SCF aims to follow general market trends and help

finance electric vehicles according to the transition to this vehicle

type.

SCF is working on automating emissions calculations through

several technology-based tools. All such tools will align with host

country laws, regulations, and policies. The Sustainability,

business, ESG risk and reporting and other teams are monitoring

23 The exposure in Santander Polska in 2025 is EUR 0.5 billion.

24 For Energy Mix, we source emissions and production data from Wood Mackenzie, GlobalData, Transition Pathway Initiative (TPI), S&P Trucost, Asset Impact, and client

disclosures.

25 For the aviation sector, we source emissions and production data from IBA and client disclosures.

Annual report 202563

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action plans and emissions performance, while commercial teams

are performing actions to support alignment plans. Estimating the

present and future resources needed to carry out our action plan is

no easy task given the organizational complexity and scope of

targets (13 countries, 16 units and many areas involved).

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#### Thermal coal phase-out

Sector boundaries: For the thermal coal target, we assess

customers for whom coal fired power generation represents

directly more than 10% of revenues on a consolidated basis; and

customers that own thermal-coal mines worldwide. Please refer to

the Santander E&S risk management policy in section [3.2.3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_181)

['Management of environmental and social aspects'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_181) for more

details.

Industry dynamics: Power utilities can reduce their usage of

thermal coal power plants by replacing them with other

technologies, e.g. combined cycle gas turbine or renewables.

Thermal coal miners can either responsibly divest their mine or run

down their mining activity, eventually closing the mine

sustainably.

Portfolio composition: Most of our customers in this group already

have plans in place to comply with our policy in 2030.

|  |  |
| --- | --- |
|  |  |
| Exposure in thermal coal-related power & mining | |
| Year | Exposure (drawn amount billion euros) |
| 2023 | 4.4 |
| 2024 | 4.2 |
| 2025 | 2.3  23 |

Portfolio evolution: We have been continuously reducing our

exposure to thermal coal customers in scope of our target. Many of

our customers will need financing to transition away from coal.

Transition finance support to these entities may, therefore,

temporarily increase before declining over the longer term as we

aim to achieve our targets.

#### 2.4.2 Monitoring of other portfolios

In addition to alignment targets, we monitor other climate-

relevant portfolios, which include commercial real estate (CRE) and

mortgages in the UK, Spain and, starting this year, Portugal;

agriculture in Brazil; and the aviation and primary energy mix

sectors. We selected these sectors portfolios based on their

portfolio alignment materiality, as well as their dependence on

regulation to align, and their consumption dynamics, both at Group

and country level as part of our sector climate approach.

The objective of our assessments is to gain a better understanding

of these portfolios’ climate profile, support our customers'

transition, and measure progress over time. The exercise includes

setting a baseline for financed emissions, analysing dependencies

and internal and external alignment levers (such as market shifts

and regulatory developments), outlining the governance

continuous monitoring, improve data quality and identify

commercial opportunities to support customers in their transition.

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| --- | --- |
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|  | For more details on our monitoring portfolios, see  note   [SN 4. 'Our transition plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232)'. |

#### Primary energy mix

 24

The world needs energy while reducing the carbon intensity of the

energy it consumes. Moving towards low-carbon energy sources

like renewable power generation, nuclear or hydro is the key

driver. While this transition is essential, our ability to manage the

underlying metric is constrained by external dependencies such as

regulatory frameworks, policy developments and changes in

customer behavior.

Within this context, we assess the physical emission intensity of

global scope 3 emissions from our financing of the different

primary energy sources: oil & gas upstream activities, thermal coal

mining and low-carbon power generation such as nuclear power,

hydro, and renewables.  The transition dynamics in these sectors

are predominantly driven by demand-side shifts—for instance, the

switch from ICE to EV in the auto sector, from fossil-based power

generation to renewables or from gas boilers to heat pumps in

buildings.

Our portfolio reflects these broader market trends. Its composition

is shaped mainly by exposure to oil & gas production and to

renewable energy generation, while the share of thermal coal

production remains significantly smaller and less material. The

total exposure decreased from 18.34 EUR bn in 2023 to 17.12 EUR

bn in 2024. As these components evolve, so does the physical

emission intensity of our primary energy mix. In 2024, this

intensity decreased to 42.0 tCO₂e/TJ from 45.1 tCO₂e/TJ in 2023,

driven primarily by a reduction in thermal coal exposure and an

increase in the relative weight of renewable power and gas.

#### Aviation

 25

Exposure to aviation has reduced markedly from its peak in 2020,

reaching in 2024 0.53 EUR bn, compared to 0.70 EUR bn in 2023. It

now constitutes a small and highly concentrated set of long-term

asset-backed financing deals. This structure strongly limits the

possibility to actively manage the portfolio towards a target. As

anticipated in previous sections, and consistent with our portfolio

alignment materiality, aviation therefore moves from an alignment

target to monitoring. This decision follows our annual portfolio

alignment materiality assessment, which is based on dynamic

criteria including financed emissions, exposure, portfolio

management capacity and strategic relevance. Given the sector’s

evolving materiality and its strong dependency on external policy

and technology developments, monitoring now provides a more

appropriate management approach.

Annual report 202564

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In the aviation sector, we focus on commercial passenger airlines,

covering both general purpose lending and aircraft-specific

financing. For dedicated purpose lending, we assess each

transaction at the individual aircraft level. This scope reflects the

structure of our exposure and aligns with the boundaries defined

for this sector in our broader transition strategy.

Recent years have brought increasing concerns about the sector’s

ability to meet its current 2030 targets, a trend now reflected in

the IEA’s updated Net Zero by 2050 Scenario. The expectation on

emissions reductions in the sector has weakened due to the

observed trends for sustainable aviation fuel– high costs and

availability issues - as well as the slow adoption of efficiency

measures such as fleet renewal or use of lighter materials. These

industry dynamics underline the sector’s heavy dependence on

policy support and technological breakthroughs.

The emission intensity of our aviation portfolio continued to

improve, decreasing from 83 gCO₂e/RPK in 2023 to 78 gCO₂e/RPK.

However, the pace of alignment and the levers available to

financial institutions remain highly contingent on the sector’s

technological and regulatory trajectory.

#### Agriculture in Brazil

Brazil’s agriculture sector accounts for a significant percentage of

its gross domestic product (GDP). Robust measurement of financed

emissions in this sector is challenging because agriculture spans a

long, complex value chain with multiple sources, types and

volumes of GHG emissions. Emission profiles vary by commodity,

farming practice, geography, productivity, and other factors. Since

2022, we have worked with WayCarbon to estimate our financed

emissions in agribusiness using methodologies aligned with widely

used standards — PCAF and the GHG Protocol Agriculture Guidance

— and adapted them to the situation in Brazil using data from

Brazil’s Fourth National GHG Inventory. Estimations focus on retail

credit exposures that support primary production and cover scope

1 and 2 emissions, as well as emissions related to land-use change

(LUC), where we perform farm-by-farm assessments that consider

georeferenced farm polygons available in Brazil’s Rural

Environmental Registry (Cadastro Ambiental Rural) and draw on

20-year historical data as by GHG Protocol. These sources are

characteristic of agriculture and represent a material share of

emissions across the agribusiness value chain.

Our initial estimation covered over 20 commodities. As the

methodology evolved, a subsector materiality assessment aligned

with UNEP FI guidance and PCAF criteria led us to prioritise beef

cattle, soy and corn, which account for most financed emissions

and financial exposure.

For comparability, the 2023 results were recalculated to reflect the

updated portfolio coverage used in the 2024 assessment.

Santander Brasil’s credit exposure to farms engaged in primary

production of soy, corn, and beef cattle amounted to EUR 2.46

billion in 2024. We estimate financed emissions from this portfolio

total 7.12 million tCO₂e/year, compared to 8.41 million in 2023,

representing a reduction of approximately 28%. This decrease

mainly reflects a shift in portfolio composition toward a higher

share of soy cultivation.

Regarding the emissions breakdown for 2024, we estimate 75.7%

from land management (vs. 78.4% in 2023), 24.0% from land-use

change (LUC) (vs. 21.4% in 2023), and less than 1% from energy

consumption, a proportion that remained stable. Accordingly, there

was a decline in the share of land-management-related emissions

and an increase in the share associated with LUC relative to 2023.

The reduction in absolute financed emissions occurred because the

decline in land-management emissions was proportionally larger,

influenced primarily by lower exposure to higher-emitting

activities, especially beef cattle. These developments occurred

organically and may evolve over time, affecting the distribution of

emissions across categories. In 2024 data, the PCAF data-quality

score for soy, corn, and beef-cattle operations remained at 3.00.

In Brazil, land-use change — especially linked to illegal

deforestation — accounts for nearly half of nationwide emissions.

Against this backdrop, we have implemented safeguards to

prevent our lending from being linked to illicit practices and made

it our primary alignment lever. Since 2019, before granting loans

we verify land ownership or lease status and operate a satellite-

based monitoring system that tracks all financed or collateral

properties throughout the life of the facility, monitoring early

indicators of illegal deforestation prior to official embargoes. Upon

a confirmed breach of environmental law, we may exercise

contractual rights to accelerate repayment and implement further

actions to prevent our portfolio from being associated with illegal

deforestation.

|  |  |
| --- | --- |
|  |  |
|  | For more details on our monitoring practices to avoid financing illegal  deforestation, see Risk Management –  [Farmers and ranchers](#i6ecb2a0d58d04b53bfadfa2a833efaa7_124) |

Though we have identified additional alignment levers — such as

pasture restoration, intensification of livestock systems, integrated

production systems and genetic improvement —, broader adoption

depends on farmer incentives and public policy support. Practices

that improve productivity and profitability (such as no-till farming)

are already widely adopted in the field and have strong potential

for further scale-up.

Santander has not set alignment targets for agricultural

commodities due to structural dependencies: (1) Data and method

fragmentation — limited farm-level data, no farmer-level GHG

measurement, absence of a measurement, reporting and

verification (MRV) standard, and no agreed accounting for

agricultural carbon removals; (2) Portfolio dynamics —  annual

turnover involving over 50% of financed farms and financial

operations, combined with seasonal, short-tenor lending, which

undermine multi-year predictability.; and (3) Regulatory and

economic landscape — earmarking for low-carbon credit lines

under public financing remains limited, and regulatory instruments

are still fragmented. The Emissions Trading System does not yet

cover primary agricultural production due to the same data and

methodological limitations. The National Mitigation Plan for

Agriculture and Livestock is at an early stage of implementation,

with scope to further specify data sets, targets and delivery

mechanisms.

Meanwhile, we are contributing to key enablers to accelerate the

transition toward low-carbon agriculture, including:

• actively contributing to, and participating in, federal government

programmes aimed at financing land restoration and sustainable

production systems, such as Eco Invest II, while supporting

customers to build a low-carbon agriculture future through

green finance solutions and innovative financial transactions;

• working with local and international partners to foster

agricultural data availability and methodologies, develop

Annual report 202565

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commodity-specific emission pathways, and engage in the

development of Brazil’s national mitigation plan for agriculture

and livestock; and

• offering tailored financial solutions across the agribusiness chain

to support the transition to a low-carbon economy and

sustainable growth.

Commercial real estate and mortgages in Spain, UK and

#### Portugal

In 2025, we continued to make headway with our CRE and

mortgage portfolio alignment analysis in our core markets where

enough information is available: Portugal, Spain and the UK.

These sectors are highly dependent on regulatory measures

(particularly regarding renovation), energy regulation, the

availability of energy performance certificates (EPC), and volatile

data estimates. Over half of this sector's emissions come from

scope 2. This reaffirms dependence on the alignment of the

electricity mix, which consumers in the real estate sector have little

influence over. The alignment of these portfolios largely hinges on

developments in public policy, such as progress in achieving

government plans, including the roll-out of renewable energy in

the domestic energy mix and consistency between real estate

sector alignment plans and national plans.

We use the PCAF methodology in every market, taking the Carbon

Risk Real Estate Monitor Initiative emissions factors to calculate

financed emissions. We combine actual EPC data with estimates

based on internal models, which consider multiple known property

characteristics, where necessary, in line with market best practices.

We also continue to run initiatives to enhance data quality;

broaden EPC coverage to reduce data volatility; make calculations

more automated; and support our customers in boosting the

energy efficiency of their assets through financial solutions,

partnerships, and technical advisory services.

Spain

Santander España has been monitoring financed emissions in

residential mortgages since 2021 and in CRE since 2022. The main

challenge continues to be a lack of available data, as 80% of

Spain’s properties do not have an EPC and access to actual energy

consumption figures is limited, which can skew results.

Since 2020, we have been working to overcome the non-existence

of a national EPC register and scarce availability of data by:

• requesting an EPC as part of new loan applications;

• purchasing databases from an external provider with all

available registers in Spain; and

• estimating non-existent EPCs using an internal, machine learning

model that includes such variables as year of construction,

climate zone, building type and property register information.

This enables us to obtain actual or estimate EPCs for the entire real

estate portfolio.

As at December 2024, our residential mortgage portfolio, which

amounts to EUR 59.37 billion, had an emissions intensity of 21.03

kgCO₂e/m² and a PCAF score of 4.0. Our CRE portfolio, with a scope

of EUR 7.18  bn, had an emissions intensity of 21.58 kgCO₂e/m²

and a PCAF Score of 4.1.

Local and global governance forums, including the Santander

España board of directors, regularly monitor these results.

In Spain, the 2023-2030 Integrated National Energy and Climate

Plan, the Long-Term Strategy for Energy Renovation in the Building

Sector, and the future National Building Renovation Plan should

drive private investment and stimulate demand for energy

renovation. Moreover, EPC are currently under review to achieve

greater accuracy and harmonization at European level in line with

the EU Directive on energy efficiency in buildings.

At Santander España, we work to help our customers align their

assets (whether residential or commercial), while advocating for

public policy that support this transition. Santander runs an active

advocacy agenda with Spain’s Ministry for the Ecological Transition

and the Demographic Challenge and Ministry of Housing and

Urban Agenda, as well as with European bodies to promote greater

access to real data, EPC with progressive updates, a centralized

register, and possible financial and non-financial property

renovation support instruments to ensure a fair transition.

Santander promotes the energy efficiency of homes under our

residential portfolio through:

• special Banking Environment Initiative (BEI) and European

Investment Fund (EIF) lines of credit with lower interest rates for

the most energy efficient homes;

• consumer loans with special terms and conditions for energy-

related renovation that includes the installation of solar panels,

heating and cooling systems, insulation and other items;

• state-backed loans for owners associations to renovate entire

buildings; and

• an energy efficiency simulator for customers and non-customers

to estimate the work required to renovate their home, including

projected heating bill savings and emissions avoided.

For our CRE portfolio, which is less granular, we performed these

actions individually with customers:

• Agreement with CBRE to advise institutional and commercial

customers on aligning and enhancing the energy efficiency of

their buildings.

• Assistance and support in managing the energy saving certificate

system (CAEs) by entering into agreements with intermediaries,

which enables the recovery of part of the investment made in

energy efficiency measures.

• Agreements to provide sustainability consulting, including

energy analysis and efficiency measures for small businesses to

reduce costs, improve competitiveness, and cut emissions.

• In 2025, Santander España began to market the state-backed

MRR Verde line of credit to support the green transition with

special terms and conditions and to make buildings more energy

efficient through renovation.

• EIF InvestUE line of credit, with a maximum guarantee of 70%

(80% in the case of just transition or cohesion territories), where

one of the eligibility criteria is the renovation or refurbishment of

buildings in accordance with energy efficiency standards.

Annual report 202566

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• New EIB MidCap line of credit, with a guarantee of 50%, where

one of the eligibility criteria is the renovation or refurbishment of

buildings in accordance with energy efficiency standards.

United Kingdom

The emissions intensity of the UK mortgage portfolio as at 31

December 2024 was 20.70 kgCO₂e/m², an improvement of 0.16

kgCO₂e/m² vs. the previous year, due to enhanced data coverage

and a small improvement in EPC ratings across financed properties.

For the commercial real estate portfolio, emissions intensity was

22.00 kgCO₂e/m² , which reveals continued challenges in obtaining

complete asset-level EPC data.

The PCAF data quality score was 3.2 for mortgages and 3.9 for

commercial real estate, with portfolio coverage of approximately

EUR 201.45 billion for mortgages and EUR  10.34 billion for

commercial real estate. We remain reliant on proxy data, which the

overall PCAF score reflects. Enhancing data quality and automating

emissions calculations remain key priorities.

The UK Government plays an essential role in shaping the pace of

the green transition. Financial incentives can make retrofitting

more affordable for homeowners and encourage wider uptake. We

were pleased to see the Government’s Warmer Homes Plan

published in January 2026. Going forward, we will continue to

support the Government to create the stability and momentum

needed to accelerate progress towards a more energy-efficient

housing market.

In 2025, we deepened our research into the barriers to retrofitting

homes, updated our Tomorrow’s Homes report from 2024, with a

new green finance research into energy-efficiency financing

opportunities. According to the report, 53% of respondents

consider energy efficiency important (up from 37%). Nonetheless,

barriers such as a lack of awareness, initial costs and few qualified

professionals, remain.

Our pilot projects taught us that partnerships for residential

property renovation are viable from a commercial standpoint.

Insights from this work are shaping the design of new customer

propositions and our approach to public policy engagement in

relation to the UK housing transition.  In particular, we welcome

the increase in funding for the government's Warm Homes Plan

and await further details about its launch.

Moreover, we enhanced our internal analysis by integrating new

elements on climate change, nature and emissions offsetting,

recognizing their importance in supporting long-term resilience

and the wider impacts of our business model. This builds on our

first assessment of nature and biodiversity dependencies within

the mortgage portfolio, which analysed natural capital

dependencies and biodiversity impacts across the UK housing

market.

To support our Corporate and Commercial Banking customers

further, we established a new partnership to provide tailored

sustainability tools and expert advice. This initiative enables them

to identify and implement cost-effective measures to reduce

energy, water and waste consumption, boost operational

efficiency, and lower carbon emissions.

Portugal

Santander Portugal has a real estate portfolio coverage of over EUR

23.31 billion in mortgages and EUR 1.27 billion in CRE. Following

the methodology indicated above, emissions intensity as at 31

December 2024 was 13.70 kgCO₂e/m² and 48.87 kgCO₂e/m²,

respectively.

Santander Portugal embeds the elements of the Roadmap for

Carbon Neutrality 2050 defined by the Portuguese government

into its practices and promotes alignment with Portugal’s climate

targets through:

• the alignment of its financed emissions reduction strategy with

public policy guidelines, supporting assessment and planning

processes;

• climate transition risk assessment, embedding climate and

environmental factors into risk management, adopting a risk-

based approach and considering these factors throughout the

management cycle;

• the offering of products and services that support the transition,

promoting investment in renewable energy, energy efficiency

and other sustainable measures; and

Santander Portugal is developing sustainable finance solutions to

enhance the support provided to customers in reducing their

emissions. Our focus goes beyond financing new buildings.

Through a range of initiatives, we support homeowners across

different EPC ratings in improving their energy performance. We

also engage with companies, deepening our understanding and

strengthening our capacity to support their transition.

These initiatives are delivered under our sustainable offerings and

partnerships and include:

• securitization with the EIB to promote energy-efficient housing in

Portugal; with the benefit of a discounted rate;

• European Investment Fund and Banco de Fomento credit lines to

support the financing of sustainable investments for SMEs;

• consumer loans with preferential terms and conditions for

energy-related renovations, including the installation of solar

panels, heating and cooling systems, insulation and other energy

efficiency improvements;

• the SIBS ESG Ecosystem, enabling the sharing of ESG-related

information between companies and credit institutions to obtain

non-financial data supporting risk management; and

• the EIB Green Gateway workshop, in partnership with the

European Investment Bank, focused in part on understanding the

retrofitting market to help build effective sustainable finance

solutions.

#### 2.4.3 Measuring and assessing other portfolios

We are expanding the scope of the portfolios measured to

understand and assess the alignment dynamics of each one of

these portfolios maintaining our focus on our sectorial climate

approach. There is a clear lack of available data to measure

financed emissions, especially in retail and commercial segments

and in some regions. Some of the information needed to assess the

level of emissions and potential alignment of our customers

properly is either not being measured or not available for our

customers. For instance, energy performance certificates of real

estate assets in Latin America and emissions calculated and

reported by corporates and, in particular, SMEs, etc. We’re working

on reducing these data gaps to measure financed emissions in a

26 Scope 1 reduction ambition vs. 2020: 7% by 2030; scope 2 reduction ambition: 91%. For more details on our targets, see section [SN 7.1  'Green transition'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244).

Annual report 202567

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way that can be useful towards steering the alignment of other key

climate portfolios and to try to implement alignment levers in our

financed portfolios.

#### 2.4.4 Santander Asset Management’s (SAM)

#### alignment strategy and approach

SAM’s climate objective, framed within its fiduciary duty, focuses

on identifying, assessing and managing the risks and opportunities

arising from climate change and the energy transition. Our strategy

is centred on supporting our customers in their transition and

alignment processes, taking into account the different

jurisdictional frameworks and offering investment solutions

aligned with their preferences. To this end, we integrate climate

considerations into our investment processes, stewardship

activities and risk management, mobilising capital towards an

orderly transition and contributing to long-term value creation.

In light of the evolving regulatory and political environment, SAM

is updating its approach and internal criteria for company

alignment analysis, as well as its scope and roadmap, aiming for a

pragmatic and credible approach.

#### 2.4.5 Our environmental footprint

In this section we cover how Santander manages the following

IRO:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | I+ | Contribution to reducing the Group’s scope 1 and 2  greenhouse gas emissions. |  |
|  |  |  |  |

Regarding our own operations, we disclose and manage our direct

and indirect emissions (scope 1, 2 and 3) since 2011, as well as

other climate-relevant metrics such as energy consumption, and

the compensation of our scope 1 and scope 2 emissions.

Our strategy to lessen the environmental impact of our operations

involves reducing our CO2e emissions and offsetting those we're

unable to reduce through credits beyond our value chain; reducing

and handling supplies and waste responsibly; and raising

employees’ and other stakeholders’ awareness of environmental

issues.

We’ve been measuring our environmental footprint since 2001.

Since 2011, our energy efficiency and sustainability initiatives have

helped us cut our scope 1 and 2 emissions by 88%. We continue to

follow the ambition of achieving a 72 % reduction in emissions 26 by

2030 from our own operations compared to 2020 on a like-for-like

basis and 88% compared to 2011.

These targets are managed with the following levers:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Operational emissions reduction levers 2024-2030 | | | |
| Alignment lever | Scope 1  (tCO2e) | Scope 2  location-  based  (tCO 2e) | Scope 2  market-  based  (tCO 2e) |
| i.  Renewable energy and  self-production measures |  | 2,000 | 9,000 |
| ii. Energy efficiency and  consumption reduction  measures | 1,600 | 20,000 | 3,000 |
| iii. Direct emissions  reduction measure | 600 |  |  |
| Total | 2,200 | 22,000 | 12,000 |

The balance of projects undertaken in 2024 and 2025 shows a

trend that closely aligns with meeting these targets, with the

following theoretical emission reductions already achieved or in

progress upon publication date of this report:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Estimation of operational emissions reductions in 2024-2025 | | | |
| Alignment lever | Scope 1  (tCO2e) | Scope 2  location-  based  (tCO 2e) | Scope 2  market-  based  (tCO 2e) |
| i.  Renewable energy and  self-production measures | 0 | 1,807 | 7,580 |
| ii. Energy efficiency and  consumption reduction  measures | 1,870 | 8,492 | 1,731 |
| iii. Direct emissions  reduction measure | 2,065 | -501 A | 88 |
| Total | 3,935 | 9,799 | 9,399 |

A.The increase in Scope 2 emissions is due to the replacement of natural gas with

electric systems, whose reduction in Scope 1 is even greater, resulting in a net

decrease in emissions.

The cumulative execution of these efficiency projects in the first

year accounts for total investment of over EUR 33 million in

buildings and offices, and external consumption efficiency of 52

GWh of electricity (6% compared to 2024), 1,900 tonnes of natural

gas (23% compared to 2024), and 90,000 GJ of district heating,

which is widely used in many of Grupo Santander’s central

European markets.

In 2025 for the first time, Grupo Santander has achieved 100%

renewable electricity in its 10 core markets to meet the target set

in 2020, with 2.2% of that energy self-generated in our own

buildings (16 GW).

Among the most salient projects completed in 2025 is the

installation of over 9 MW of solar capacity at the Santander Group

City in Spain, which covers 100% of electricity consumption across

its nine office buildings that house some 8,000 employees.

Annual report 202568

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![PanelesSolares.jpg]()

Similarly, another key lever the Group is promoting across its

geographies is the progressive reduction of natural gas use in

buildings and offices, replacing it with heat pumps, a more efficient

and modern technology. Branch networks such as Spain and

Argentina will cease using natural gas entirely in the short term.

Other notable environmental projects include the achievement of

more ISO 14001 and ISO 50001 certifications. Particularly

noteworthy is the achievement, for the first time, of ISO 50001

certification at the offices of Santander Consumer AG in Germany.

Countries such as the United Kingdom and Argentina also have part

of their networks certified under ISO 50001, including among

these branches the Ushuaia office (Argentina), the Group’s

southernmost branch. At year-end, 42% of Santander employees

were working in buildings certified under environmental standards

(ISO, LEED, BREEAM, green certifications).

#### Scope 3

The assessment we conducted to determine the materiality of

indirect GHG emissions (scope 3) found that the only material

category under this scope was category 3.15 (financed emissions),

with a weighting of 99% of the total.

The supply-chain-related categories listed below are considered

material based on their volume, management capacity and,

therefore, potential to reduce them (see SN 7 for their emissions

data). Our progress in numbers:

• 3.1 Purchased goods and services.

• 3.2 Capital goods.

• 3.4 Upstream transportation and distribution.

• 3.6 Business travel.

• 3.7 Employee commuting.

• 3.9 Downstream transportation and distribution.

#### 2.5 Further actions and enablers

#### 2.5.1 Strategy for engagement with other key

#### stakeholders

While banks are enablers of the transition, they should not be

considered its sole drivers.

Favourable conditions must be in place for banks to support their

customers’ transition. Our aim is to contribute constructively to the

transition debate by providing our expertise and so that policy

evolves to support sustainable growth. The overarching regulatory

and 'finance-centric' approach to the net zero transition that has

been taken to date must be reconsidered; while it should point to

the financial sector as an enabler, it cannot be the sole driver of

investment towards a low-carbon transition.

Moreover, banks’ support in achieving the transition of high-

emitting companies to cleaner production models must be seen as

a priority. Though this could mean that our financed emissions

increase during transition, it does not indicate misalignment, but

rather our commitment to the transition — we’re helping our

customers transform; we’re not divesting from them or from the

economies we serve.

There is a key opportunity to put in place the appropriate levers to

facilitate the global transition. This is the approach that the

European Commission has adopted through the Omnibus package,

which aims to simplify the regulatory framework to embed a

competitiveness objective and make regulation compatible with

the sustainability framework. The review of the CSRD, the

Corporate Sustainability Due Diligence Directive (CSDDD) and the

taxonomy is a clear illustration of how this debate has turned into

concrete measures. As Mario Draghi wrote in his report,

sustainability objectives need industrial policy that enables their

achievement.  Reducing complexity and regulatory burden will

improve framework implementation and strengthen

competitiveness and business growth.

A framework that supports the transition should not demand

higher capital requirements linked to ESG risks since Pillar I already

considers their impact. Increasing capital requirements would be

counter-productive and could jeopardize the transition, especially

in emerging economies and sectors that need to transition.

|  |  |
| --- | --- |
|  |  |
|  | For more details on our strategy for engagement with authorities,  supervisors, NGOs, etc.  see [1.3 'Stakeholder engagement'.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_64) |

#### Partnerships and sector working groups

Partnerships with businesses and governments can help us share

best practice and accelerate progress. Grupo Santander takes part

in organizations, alliances and working groups. We engage with

international and local stakeholders (sector associations, think

tanks, universities, peers and others) to make headway with global

and company goals, in line with SDG 17 (Partnerships for the

goals).

We also engage with leading organizations to enhance banks’

stewardship of climate change and nature, such as World

Economic Forum, UNEP FI, Banking Environment Initiative,

Partnership for Carbon Accounting Financials (PCAF), TNFD Forum,

Energy Efficiency Financing Coalition and Carbon Measures.

Annual report 202569

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#### 2.5.2 Governance & policies

#### Roles, responsibilities, and remuneration

Climate change and transition oversight

The management and oversight bodies described in sustainability

note 2 approved our transition plan, as part of this report. Also, the

responsible banking, sustainability and cultural committee (RBSCC)

reviewed our portfolio alignment targets, which the board of

directors then approved. These bodies also receive regular updates

on progress with our targets and our climate agenda.

Other bodies such as the audit committee, the financial accounting

and reporting committee, the management committee and the

sustainability committee take part in overseeing sustainability

disclosures. The risk control committee and the risks supervision

commission review risk appetite proposals before their approval.

|  |  |
| --- | --- |
|  |  |
|  | For more details on our ESG governance model, see note [SN 2.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223)  ['Sustainability governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223) '. |

Climate in incentive schemes

Since 2020, the Group’s variable pay scheme and, since 2022, our

long-term incentives, have considered green finance and the

progress made with climate and other sustainability targets.

In 2025, the sustainability metrics consistent with our objectives

for long-term incentives for senior executives for the 2025–27

period were approved at the Annual General Meeting, with a

weighting of 20%). 50% of the sustainability scorecard is linked to

supporting the transition to a low-carbon economy through green

financing raised and facilitated by the Group, including improving

climate data, progress on actions to align our portfolios, enhance

sustainable product offering to address market needs, further

embed climate and environmental risk, and aim to support policy

action and market developments.

|  |  |
| --- | --- |
|  |  |
|  | For more details on the integration of climate-related performance in  incentive schemes, see section  [1.4 'Sustainability governance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_70). |

Main areas involved in implementing our climate change

strategy

In 2025 we continued to embed climate management in business

as usual across different areas such as business, risk and

sustainability. For instance, CIB has a team that works on portfolio

alignment with the relevant governance, while Wealth continued

to reinforce and update the working groups and policies that

oversee and coordinate its SRI strategy, described in section 3.2.2

'Responsible investment and social finance'. SCF has several

working groups that meet monthly to address sustainability

projects and matters, and quarterly to review progress with the

sustainability agenda.

Beyond these global businesses, numerous local units engage in a

process that the Group Sustainability area coordinates. The aim is

to make headway with the alignment agenda, promote the sharing

of knowledge and expertise, and seek synergy in the design of

reliable transition plans. These local units comply with fair access

laws and other relevant local laws and regulations.

Other corporate-level initiatives and groups that support

governance meet regularly to implement our climate change

agenda and report on regulation updates. For instance, our

sustainability public policy working group updates on upcoming

climate and sustainability regulation; a regulatory radar

governance working group meets quarterly to monitor the status

of implementation of sustainability regulations; an environmental

footprint working group measures our footprint and reviews ways

to reduce it; and a sustainable bonds working group oversees the

sustainable bonds that the Group and its subsidiaries issue.

Sustainability Reporting & Internal Control

The Internal Control and Finance Execution  team, in the Financial

Accounting & Management Control division oversees the

disclosure, supervision and control of the ESG information the

Group uses to meet regulatory requirements and stakeholder

expectations. In 2025, the team worked, together with each

responsible area, to strengthen the process for gathering

information and the governance and control of disclosed

information. The emission reduction objectives of our own

operations emissions (scopes 1 & 2) have been reviewed in the

Group’s Sustainability Reporting Forum.

ESG classification meetings

As part of the assessment and tagging of transactions under

sustainability criteria, we hold global and local classification

meetings led by the risk function and/or sustainable business. For

more details, see 'ESG classification meetings' in section [2.3.2 'Risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_115)

[management cycle'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_115).

Internal Audit

The internal audit function reviews climate risk, for more details,

see note [SN 2. 'Sustainability governance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223).

Policies and guidance

The Group has different frameworks and policies that establish the

principles, processes and responsibilities for managing ESG criteria

throughout Santander Group.

The Group establishes ESG policies, procedures and guidelines

adapted to local regulations and applied to all units. We

systematically review the scope of the policies to adopt ESG

standards in accordance with international best practices. The main

ones are the E&S risk management policy and the Responsible

banking and sustainability policy.

|  |  |
| --- | --- |
|  |  |
|  | For more details on our ESG governance model see note [SN 2.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223)  [Sustainability governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223) '. |

|  |  |
| --- | --- |
|  |  |
|  | For more details on our E&S risk management policy, see section  3.2.3 '[Management of environmental and social aspects](#i6ecb2a0d58d04b53bfadfa2a833efaa7_181)'. |

#### Climate training and skills development

Particularly in climate, we have developed different initiatives to

enhance capabilities, beyond the training on sustainability detailed

in section [3.3.1 'Talent and skills development'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_160).

![]()

27  For more information on employee dialogue, see section [1.3. 'Stakeholder engagement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_64) and  [3.1.4. 'Employee feedback and experience'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_169).

28 For more information about our culture, see section  4[.1.' Corporate culture'.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_202)

29 The following are not included as Employees: a) Interns; b) Salaried employees on leave or career breaks whose employment contracts are suspended under the respective

local employment regulations; c) Non-salaried individuals with temporary employment contracts through an external provider (NACE78) performing similar tasks to in-house

staff, who do not receive salaries or benefits paid by Santander, nor self-employed workers; d) Other workers engaged in different tasks within the value chain under service

contracts. Additional information on the characteristics and distribution of our employees is provided in the 'Sustainability Notes'.

30 For more information on staff cost that supports our employee strategy, [see Note 46.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1189)

Annual report 202570

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3. Supporting employees,

#### communities and customers

#### (Social information)

#### 3.1 Our employees

We attract and retain the best talent by 27 :

→ offering an attractive employee value proposition that offers real opportunities to grow and harness potential; innovative ways of

working; projects that inspire; and a shared culture;

→ providing optimal conditions that safeguard employee health and well-being, with fair and competitive remuneration and initiatives that

allow a better work-life balance; and

→ promoting an inclusive and meritocratic culture 28 where everyone feels valued.

#### 3.1.1 Talent and skills development

This section outlines how we manage the following IRO:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | I+ | Promotion of continuous career development and  personal growth through learning and development  programmes. |  |
|  |  |  |  |

For the purpose of this annual report and in line with previous

years, Santander defines employees as people who have an

employment contract with any of the companies that comprise our

consolidated group and whose contract remains in force at the

time of publication. 29

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 198,403  employees |  | Europe 42.2% |
|  | North America 20.1% |
|  | South America 37.7% |

Attracting, managing and developing talent is addressed through

initiatives that support employee capabilities and professional

growth in line with the Group’s strategic and operational needs. 30

i. Attracting talent

Our talent attraction strategy focuses on positioning ourselves as

an employer of choice. In 2025, we welcomed 27,872 new

employees to the Group.

We launched several automation and artificial intelligence projects

as part of our talent attraction and recruiting programmes. They

aim to boost operational efficiency and optimize the candidate

experience, while reducing human bias and basing pre-screening

primarily on skills and career experience.

We also launched new editions of three editions of our Graduates

global programmes through which over 330 early-career

professionals joined our global businesses: Corporate &

Investment Banking, Wealth Management & Insurance, and Retail

& Commercial Banking.

These initiatives seek to attract and develop talent globally,

highlight the Group’s digital transformation, foster entry into the

labour market through internship and first-employment

programmes for graduates, and strengthen our employee value

proposition.

ii. Talent management

We offer programmes and experiences for our employees’

personal and career development:

• Development programmes adapted to different levels and

businesses within the organization.

• Temporary and permanent domestic and international mobility

and functional experiences.

• Training based on lifelong learning.

31 YourVoice response to the question:  'Overall, I am satisfied with the learning experiences Santander makes available to me (if not, please tell us how we could improve).'

Annual report 202571

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#### Developing talent potential

Our potential review model enables us to delve deep into the skills,

expertise and aspirations of some 110,756  employees. It also

means we can draw up career development plans based on each

person’s needs.

We developed a leadership profile and a common leadership

assessment methodology to foster transformational and

collaborative leadership that aligns with our strategy; and to gain

deep, objective and comparable knowledge of our executives. This

also enables us to support their development and make key

decisions for the Group.

#### Mobility matters

Our global international mobility policy, which the human

resources committee approved (by decision of the Group board), is

an essential employee development tool, with the objective of

contributing to the  development of talent in the Group; strengthen

succession plans; attract external talent; encourage a global

mentality; facilitate international movement to satisfy business

needs; and share — in a transparent manner — mobility standards

with our workforce.

iii. Learning and development

At Santander, developing our people’s capabilities is key to

executing our strategy and accelerating the transformation. Our

global learning and development policy establishes  the

framework governing all our actions in this area. Our goal is to

ensure that all employees are future-ready by providing access to

high-quality, relevant and personalised learning experiences, while

fostering a culture of accountability and continuous learning.

During 2025, our digital learning ecosystem, Dojo, continued to

grow at a global level. That year 176,010 employees accessed our

global learning systems, with content aligned to their profiles,

roles and development needs. Powered by artificial intelligence,

Dojo enables each employee to progress at their own pace in

developing critical skills, promoting individual growth, and

supporting the Group’s strategic priorities.

Against this backdrop during 2025, we placed a special focus on

strengthening training in data and artificial intelligence, launching

new learning pathways designed for different profiles and areas

across the Group. These initiatives combine digital modules, in-

person workshops, masterclasses, and experimentation spaces

such as hackathons, bringing artificial intelligence applications

closer to the day-to-day work of our teams. Through this approach,

we promote the responsible use of technology and enable our

professionals to develop the capabilities needed to seize the

opportunities offered by innovation in the financial sector.

#### Leadership and agile transformation

We strengthened our leadership development initiatives with

tailored experiences for all levels. Elevate, our global platform for

leaders, continues to be a space for connection, inspiration and

strategic learning.

We launched new experiences aimed at all Group managers, which

combine digital learning, peer workshops and even an AI-based

coach to help turn feedback into a daily leadership habit.

Moreover, we continued to build agile capabilities through learning

pathways, bootcamps and workshops designed to promote new

ways of working, facilitate agile decision-making, and foster a

culture of continuous improvement across the organization.

#### Future-ready talent

In 2025, 170,360 employees received training in technology,

banking, human and other key skills, which are essential for a

sustainable, diverse and high-performing organization. In

recognition of these achievements, more than 17,000  employees

obtained certificates that formally validate the skills they acquired

and open up new professional development opportunities beyond

their current roles.

In line with our global learning strategy, we aim to maintain a

balance between scalability and adaptation to the specific needs of

each profile and market. We embed common frameworks with

adaptable solutions, foster a culture of continuous learning, and

promote the translation of acquired knowledge into real impact.

#### Responsible banking skills

Mandatory training continues to prove a key lever for

strengthening our corporate culture and ensuring regulatory

compliance in every market. In 2025, our employees completed

training in 13 topics that the global compliance committee

approved, including sustainability, Code of Conduct, cybersecurity,

financial crime prevention, data protection, and inclusion. Each

subsidiary supplemented this training with content tailored to local

legislation and business needs.

We also continue to make progress in sustainability-related

training. Our Retail & Commercial Banking teams took part in

sustainable finance learning pathways that country-specific

modules complemented. Moreover, employees completed training

on the practical integration of ESG principles in their daily activities.

The board of directors received specific training on recent

regulatory developments in sustainability, including the

implementation of the Corporate Sustainability Reporting Directive

(CSRD) and the European Banking Authority (EBA) guidelines on

the management of ESG risks.

We continued to promote our ESG Talks, sessions led by internal

experts that strengthen cross-functional knowledge on

sustainability. In addition, we expanded our training catalogue to

include content on climate risks, inclusive banking, health,

wellbeing and ethical leadership.

Additionally, on 5 June 2025, we held Sustainability Day at Banco

Santander, coinciding with World Environment Day, with both

global and local activities.

We will continue to invest in developing our employees’ skills,

curiosity and growth so they can lead Santander’s transformation

and contribute to a more responsible, sustainable and future-ready

organization.

Employee rating on training

8.6

#### (out of 10)

Learning: applicability and skills

development 31

![]()

32 For more details on absenteeism and health, see the ['Sustainability notes'.](#i05c20213969b40b8b21361816c7d4b45_1416)

33 Adherence to global policies is monitored in 18 of the countries with the largest number of employees, which  account for 98.5% of  Santander’s Group workforce.

34 YourVoice response to the question:  'I am satisfied with the benefits and services available at Santander to take care of my health and well-being (if not, please tell us how

we could improve).'

Annual report 202572

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#### 3.1.2 Working conditions

In this section we cover how Santander manages these IROs:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | I+ | Promote the health, well-being and security of our  employees in a safe and inclusive workplace, while  supporting work–life balance through policies that  foster a healthy balance between professional and  personal life. |  |
|  |  |  |  |
|  | I- | Harm employees through unlawful discriminatory  conduct, inadequate working conditions, harassment or  corruption. |  |
|  |  |  |  |
|  | I+ | Promotion of the general well-being of employees and  provide appropriate remuneration under equal  conditions based on merit and market rates. |  |
|  |  |  |  |
|  | R | Potential risk of conflict with employees based on the  infringement of their rights. |  |
|  |  |  |  |

i. Employee health and well-being

Our support for  employees’ health is embedded in our culture and

corporate strategy, under which our people and senior managers

work together to protect and promote each other’s health, safety

and well-being.

Based on our strategy, we:

• implemented safety and prevention systems;

• launched proactive initiatives to boost the overall well-being of

employees;

• fostered a safe and supportive working environment when it

comes to health; and

• offered flexible work alternatives to enhance work-life balance.

Our general health, safety and well-being policy aims to promote a

healthy lifestyle and create long-term value for employees and

society. It applies to all our subsidiaries and follows local laws in

the markets where we operate to the letter.

#### Occupational health

 32

The sector-level and company collective agreements that we sign

up to consider employee health and occupational risk prevention.

We offer regular medical check-ups and tests after extended

absences in every market where we operate. We also work with

local public health authorities, employees’ legal representatives

and occupational risk insurers. Employees in our main countries

are covered under occupational health and safety systems and

policies in compliance with local risk prevention standards and best

practices. 33

We revise our occupational risk prevention plans with employees'

councils through:

• regular assessments of risk factors and preventative measures to

handle or mitigate them;

• prevention through design in new workspaces and tools;

• procedures regarding safe and quality working conditions and

certifications;

• emergency and evacuation plans to protect employees,

customers, suppliers and visitors to our facilities, including

emergency response; first aid training;

• measures to detect and minimize risk due to postural hygiene;

• accident investigation to avoid reoccurrence; employee safety

representatives actively participate in health and safety

committees.

#### Well-being

We aim to raise awareness about health and well-being through

our global BeHealthy programme, which celebrated its ninth year

in 2025.

![BeHealthy.jpg]()

In 2025, we updated this programme to align it with best practices

in health and well-being; and with the concept of circular health.

The programme is now structured around four pillars: physical,

mental, social and financial well-being. Over 50,000 employees

took part in local BeHealthy initiatives across the Group during the

year.

Employee rating on health

8.6

#### (out of 10)

Satisfaction with the benefits and services to

support employees’ health and well-being. 34

In April, we held BeHealthy Day (to coincide with World Health

Day), where we brought health and well-being to the focus of the

Group worldwide through in-person and virtual events. We also

joined global initiatives run by the World Health Organization,

including World Mental Health Day, Women’s Health Month, and

World Heart Day.

These initiatives gave our employees access to mental health and

emotional well-being support services, as well as to sports centres,

nutrition and mental health apps, specialist health and

preventative care, and other free or discounted services.

In 2025, we also launched the REACT programme, a continuation

of the PESA study, which provided 8,000 employees and their

families with the opportunity to participate in a leading

international research study on cardiovascular disease prevention.

This study is conducted in collaboration with Spain’s National

Centre for Cardiovascular Research.

35 In total 9,834 unique employees (4.8% of Santander's total workforce) exercised their right to any family-related leave in 2025. By gender, this accounted for 5.92% of our

women employees and 3.62%  of our male employees.

36 YourVoice response to the question:  'I am satisfied with the flexible work options available to me'.

37 In some countries, leave is shared between both parents, in accordance with the applicable legislation.

38 See our commitment to human rights (which is included as well in our Responsible Banking and Sustainability policy) and international mechanisms of application in [section](#i9bf32a2b3b464f0e8a2ce7f7b7f2f8ae_5052)

[1.4.2. 'Human rights due diligence'.](#i9bf32a2b3b464f0e8a2ce7f7b7f2f8ae_5052)

39 These rules are monitored in 18 countries, which account for 98% of employees  where  trade union representation may exist in accordance with local rules (by company,

location or individual membership). In those countries except for the UK, where data on trade union membership cannot be disclosed, 65% of our employees work in

establishments with union representation.

40 For more details on our employees provisions, see [Note 25](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1096) of this report.

Annual report 202573

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#### Work-life balance

Santander promotes employee work-life balance. Employees

across all companies are entitled to parental, adoption and

newborn care leave, and leave to care for family members is also

widely available. In 2025, 8,208 employees took paternity,

maternity or adoption leave and 1,778 took other family care-

related leave. 35

In recent years, in line with digital transformation and societal

change, Santander has maintained policies and arrangements that

support flexi-work for its employees. Currently, across our ten

main markets, a high percentage of employees in central services

can now adapt their working hours and location to fit with their

personal circumstances. This includes working remotely or

adjusting their entry and exit times. These measures are

continuously reviewed at team level, taking into account customer

needs, productivity, and employee engagement and experience.

Employee rating on flexibility

8.5

#### (out of 10)

Satisfaction with flexibility at Santander 36

#### Social protection

At Santander we offer our employees protection against a loss of

income due to sickness, accidents at work, acquired disability and

parental leave.

Santander employees are provided with public or private coverage

against loss of income resulting from illness or acquired disability,

in accordance with, and at least meeting, applicable local legal

requirements. On top of public health services, we offer additional

private cover in our core markets, under which employees usually

receive full pay during periods of illness.

Because employee care and respect for their rights are important to

Santander, 98% of our workforce have a permanent contract. In

every market, employees have coverage against loss of income due

to unemployment, in compliance with applicable local laws and

regulations.

Our employees have appropriate pay protection in the event of an

occupational accident. In some countries, as Spain, we supplement

the financial benefit they receive up to their entire salary in

situations of temporary ill health.

The Group has a minimum standard in each unit of fully paid

parental leave. All employees are entitled to a minimum of 14 and

up to 52 weeks of paid maternity or adoption leave for the primary

caregiver. The secondary caregiver is generally entitled to a

minimum of 4 weeks of fully paid paternity or adoption leave 37. As a

result of these inclusion measures and flexible return-to-work

arrangements, 74 % of women continue working at Santander 12

months after returning from birth, adoption or pregnancy-related

leave.

Our employees have retirement coverage through public or private

pension schemes in every market where we operate. Santander

supplements this with defined contribution pension plans for our

employees in our core markets.

#### Collective bargaining and social dialogue

Santander promotes respect for the rights of employees 38,

including freedom of association and the right to collective

bargaining. Our Responsible banking and sustainability policy

considers forming or joining unions and other representative

bodies a basic right of workers, in accordance with Article 10 of our

General Code of Conduct.

We also encourage respect for freedom of association, trade

unions, collective bargaining and protection for employees’

representatives under the laws of each market where we

operate 39. At 2025 year end, 129,875  employees worked at

premises or in companies with union representation.

We continued promoting and complying with the International

Labour Organization’s Fundamental Conventions and have a

European work council that meets regularly — Group senior

executives and employees’ legal representatives from Italy,

Poland, Portugal, Spain, the UK and other European countries

attend. At the meeting held in May 2025, participants shared

information on the Group’s economic and financial situation,

outlook and overall results in the European Union, as well as other

current topics related to sustainability, compliance, cybersecurity

and artificial intelligence.

We also remained in constant dialogue with employees’ legal

representatives in bilateral and special committee meetings in our

subsidiaries where all parties could discuss reporting, queries and

negotiations about working conditions and employee benefits. We

reached key agreements in our core markets in 2025, including

committees on occupational health and safety, monitoring of

gender balance plans in alignment with local regulations,, control

of pension plans, training, updates to collective bargaining

agreements, and also other bilateral meetings with union

representatives.  Notable outcomes of collective bargaining include

the signing of equality plans, such as the equality plan for

Santander Global Technology and Operations, and the Group

equality plan that applies to 15 companies in Spain.  Moreover, the

collective procedures carried out during the year were conducted

by consensus with employees’ legal representatives.

In Brazil, Santander and other local banks implement preventive

measures to minimize the risks from individual labour-related

claims, which are common in this market. We have sufficient

provisions to cover these risks 40. In order to minimize these claims,

we continue with internal monitoring, establishing preventive

measures to promote an environment with suitable working hours

and remuneration for all positions in the same location according

to local labour legislation and previous court rulings. We have also

continued to make progress in the digitalisation of working time

tracking and have strengthened policies and guidance for

employees to ensure their correct use.

41 Other remuneration that complements our employees’ salary: benefits, pensions, other fixed remuneration, incentives, and short or long-term variable remuneration.

42 Climate targets account for 2% of executive directors’ total remuneration, while sustainability targets account for 7% of executive directors' variable remuneration.

43 See [Note 46](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1189) of the annual accounts. Excludes information relating to Santander Bank Polska S.A. and its subsidiaries.

44 Material risk-takers.

45 Measured with EPG - equal pay gap ratio, which compares the average remuneration between men and women who perform similar tasks. 2025 result for the entire Group.

46 YourVoice response to the question:  'In my own experience, employees who perform well are recognized for it'.

47 Employees who did not take part in MyContribution were new hires, employees of joint ventures, and employees in some customer service, debt recovery and contact centre

roles who are subject to similar performance management schemes but with shorter and more continuous cycles due to the nature of their work. Among employees at year-

end, 78,076  women ( 76% of the total number of women in our workforce at year-end) and  77,165 men (81% of the total number of men). Due to statistical significance, we

don't inform other gender percentages. In 2024, the employees with performance review was 177,081 (86%). Of these, 90,998 were women (84% of the total number of

women at year-end) and 86,071 were men (87% of the total number of men employed).

48 For more details on our behaviours, see section [4.1 ‘Corporate culture’](#i6ecb2a0d58d04b53bfadfa2a833efaa7_202).

Annual report 202574

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#### Protection of employee data

We process employee data under the protection of labour laws and

based on the legal obligations or legitimate interests that data

protection regulation covers. As the controller of this data,

Santander has appropriate procedures, tools, and controls that

draw on the Group's data processing policies.

|  |  |
| --- | --- |
|  |  |
|  | For more information on data protection, see section  [3.3.3 `Privacy, data](#i6ecb2a0d58d04b53bfadfa2a833efaa7_196)  [protection & cybersecurity'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_196). |

ii. Remuneration and corporate benefits

#### Adequate remuneration

Our remuneration framework combines fixed and variable pay

schemes based on the performance of employees and the Group.

Our remuneration and performance policies, as well as our General

Code of Conduct, forbid differential treatment that is not based on

merit and corporate behaviours. It also promotes appropriate pay.

Specifically, the remuneration policy lays the foundations for non-

discriminatory practices (related to performance and internal

consistency), as well as the principles, processes and criteria for

granting fixed and variable remuneration to create long-term value

through risk management.

To set pay, we strictly abide by the practices, regulations and

collective agreements in force in each market where we operate.

All Santander employees receive a salary equal to or higher than

the legally established minimum in each of our markets and we

comply with all local legislations and applicable collective

agreements. Almost all employees (96%) receive other forms of

remuneration 41 that supplement their salary.  This demonstrates

our pledge to provide fair, competitive remuneration and the

appropriate combination of fixed and variable pay.

All our businesses and subsidiaries have short-term variable

remuneration schemes to reflect what we have accomplished and

how, according to Group-wide quantitative and qualitative goals as

well as individual and team goals, behaviour, leadership,

sustainability, commitment, growth and risk management. These

schemes promote meritocracy, recognize individual and team

contributions, and promote employee growth and well-being. Our

executive directors’ variable remuneration, which aligns with our

sustainability goals, includes achieving our sustainability and

climate targets as part of its weighting 42.

In 2025, we paid EUR 13.6 billion in employee wages and

benefits 43.

Reflecting EU regulation on remuneration and to manage risk

correctly, we identified 1.336 employees 44 who are subject to a

deferred variable pay scheme because their decisions can have a

material impact on Santander's results. The majority of them are

subject to a deferral policy of a significant portion of their variable

remuneration (ranging from 40% to 60% depending on their level

of responsibility) for four to five years, which is paid out at least

50% in shares and the rest in cash, and is subject to possible

reduction (malus) or recovery (clawback).

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| --- | --- |
|  |  |
|  | For more information on remuneration, see  [SN 7.3 'Employees'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250). |

#### Equal pay

Our remuneration practices promote non-discriminatory salary

management in terms of gender (gender neutral) and an

equivalent remuneration, especially in cases where employees

perform the same or similar work (equally remunerated for equal

work or work of equal value).

The pay gap between women and men who perform similar

functions remains below 1%, in line with last period, with market

remuneration practices, consistent with the trend observed in

recent years 45. In certain units we continue to review the pay equity

regularly and make adjustments where necessary.

We also analysed the overall gender pay gap (GPG), which

compares median remuneration for all men and women, and

which stood at 26% in 2025 (an improvement of 4.5 percentage

points over the past three years).

To measure the suitability and acceptance of our policies, we

consult employees across the Group, whose perceptions of

recognition and meritocracy are consistent with recent levels of

employee acceptance and the competitiveness of our

remuneration plans.

Employee rating on recognition

8.2

#### (out of 10)

Satisfaction with performance recognition at Santander 46

#### MyContribution

MyContribution is our global performance management model.

In the last financial year, 155,249  (78%) 47 of the employees had

their performance assessed under this model in 2025.

Each employee’s performance review reflects the degree to which

they have achieved the objectives they set together with their

manager during the year – which in turn align with the

organization's overall strategy – and how they have achieved them.

We assess how they demonstrate the behaviours under our

corporate culture and leadership traits, as well as the correct

management of risks associated with their activities. 48

49 For more details on our workforce, see  [SN 7.3 'Employees](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250)'.

50 Including Group Sr.Executive VP, Executive VP, VP, Director, Manager, Expert and Branch Manager.

51 At year-end 2024, the Group employed 4,828 people with disabilities, representing 2.3% of the total workforce. As in previous years, we follow local regulations for the

calculation and recognition of employees with disabilities. In most countries, disabilities are recorded at the employee's request with the support of a certificate issued by

social services (e.g. degree and date of disability). In the UK, disabilities are recorded at the employee's request and do not require a certificate.

52 LGBTIQ+: Lesbian, gay, bisexual, transgender, intersex, or questioning.

53 In 12 of the countries in which we operate, employees have the right to report their gender identity,  subject to applicable confidentiality rules and appropriate handling of

information.

Annual report 202575

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#### 3.1.3 Inclusive culture

In this section we cover how Santander manages these IROs:

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| --- | --- | --- | --- |
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|  | I+ | Promotion of a workforce that reflects the society we  live in and encourages collaboration and provides  opportunities for all our employees, irrespective of  personal characteristics and in compliance with the law. |  |
|  |  |  |  |

#### Inclusion as a strategic pillar of our culture

An inclusive culture is an essential pillar of our strategy and

corporate culture, as well as a cross-cutting principle in the Group’s

management.

Through this approach, we promote merit, equal opportunity and

inclusion, driving the best diverse talent and ensuring compliance

with local regulations, in line with international standards of

conduct and responsible business practices.

Fostering an inclusive culture is critical to our success in every

market where we operate. The diversity of our teams, together

with the creation of safe environments that value and respect

differences, strengthens our relationships with customers, drives

innovation, and improves decision-making.

The highest level of corporate governance supports this approach.

Matters related to our inclusive culture fall under the remit of the

board of directors, which reviews them regularly through its

committees.

These principles are integrated into the main global policies and

processes guiding talent management, meritocracy and

professional conduct, including succession, appointments,

selection and the assessment of the suitability of directors, as well

as performance and remuneration processes.

Our strategy and actions combine a global vision and align with the

regulatory frameworks, realities and priorities of each market

where we operate to ensure consistency and effectiveness of our

inclusive approach across the Group.

#### Diverse teams that reflect the society we serve

 49

Gender

• Women account for 52% of our total workforce, a figure that has

remained stable. In 2025, 51% of new hires were women.

• 40% of Banco Santander’s board of directors are women, in line

with our objective to maintain a balanced representation

between 40% and 60%, which will also become a legal

requirement in some jurisdictions from 2026.

• With this approach, we expect to progress gradually and

sustainably towards gender balance, moving closer to c.40% of

our executives 50 being women by 2030. In 2025 38.5% of our

executives were women and  61.5% were men.

#### People with disabilities

• We strive for the successful inclusion of our 4,854 employees

with disabilities in the Group (representing 2.5% of our global

workforce, reflecting an increase vs. prior years 51).

• In at least eight of our largest markets where we operate,

legislation requires the inclusion of people with disabilities in the

workforce. We comply with these regulations and reinforce them

through active inclusion, accessibility and awareness policies.

#### Diversity in other groups

We monitor the representation of ethnic groups in our markets,

where this topic is material and regulated. Employees who identify

themselves as part of these groups account for 32.2% of the

workforce there, which is consistent with the ethnic and racial

make-up of those countries.

Among employees who have voluntarily chosen to share information

related to their gender identity, 2.2% identify as part of the LGTBIQ+

community.  52,53

#### We promote inclusive leadership and diverse talent.

To foster inclusive and diverse leadership, senior management has

specific objectives linked to team composition and succession

plans. Beyond gender diversity, these objectives also cover career

diversity and experiences across technology and digital and

functional areas, which reflects our belief that a variety of

perspectives strengthens the Group’s leadership capacity and

naturally cascades throughout the organization.

Moreover, among the key skills for all Group executives, we

include the responsibility to create environments that foster

everyone’s development, build trust through integrity and

empathy, and promote a working environment that encourages

experimentation and learning.

Our model to attract, develop, promote and retain diverse talent is

based on meritocracy and equal opportunity. We promote the

growth of the best talent in diverse teams that reflect the richness

of our environment and the communities we serve.

To reinforce this inclusive culture, especially in the areas of

business and technology, we promote gender balance and the

incorporation of diverse talent from the earliest stages through

programmes such as 'Summer internships' and 'Graduate

Programmes' to ensure a solid and diverse future talent pipeline.

Some notable initiatives include:

• Global programmes that aim to strengthen women leadership,

such as the 'SCIB Women Leadership Program' and 'InvestHer'.

• Club Digital Girls Santander, an initiative that seeks to spark

interest in technology among girls aged 8 to 18, daughters and

relative of employees.

54  Consider race and ethnicity, colour, sex, sexual orientation, gender identity, disability, age, religion, political opinion, national or social origin, among others.

55 Average employee rating of the YourVoice question:  'I can be myself at Santander'.

Annual report 202576

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• A training bootcamp at Openbank for people with disabilities that

focuses on technology-based skills with a 100% hiring rate for

those who completed the program.

We also take active part in leading global initiatives such as the

Women’s Empowerment Principles (UN Women) and The Valuable

500, which drive gender equality and the inclusion of people with

disabilities in organizations.

#### Building an increasingly inclusive and engaged

#### environment

We promote an inclusive working environment that is free from

harassment and discrimination 54 and where every individual is

valued and respected. In 2025, 60,126  employees completed

trainings on harassment prevention and 87,004 in unconscious

bias, which are updated in line with the Global protocol against

discrimination and the General Code of Conduct, which provide a

common framework for respect, fairness and ethical behaviour.

When we ask our employees whether they feel they can be

themselves at Santander, the results are consistently high across

different groups, confirming an inclusive environment.

Employee rating on inclusion 55

8.9

#### (out of 10)

Satisfaction with diversity and inclusion at Santander

We have several employee networks that promote inclusion and

diversity across the Group, among which three global initiatives

stand out:

Santander Women Network, with over 8,800 members, which

promotes the professional development of women; Enable, with

nearly 3,000 members, focused on the inclusion of people with

disabilities; Embrace, our LGTBIQ+ network, with more than 4,300

members, which promotes  awareness and visibility.

Other communities, such as Reach, Bold and Talento Não Tem Cor,

with  4,400 members, also boost the representation of diverse

backgrounds and experiences.

Throughout the year we celebrate key days such as International

Women’s Day, Pride Month and the International Day of Persons

with Disabilities, developing initiatives that reinforce our culture of

respect and awareness across de organization, as well as the

deployment of  inclusive and accessible workspaces in our

facilities,  that align with the diversity and needs of our people.

|  |  |
| --- | --- |
|  |  |
|  | For more information on protocol on workplace and sexual harassment  and moral integrity at work, see santander.com/es/nuestro-compromiso/  nuestra-cultura/diversidad-equidad-inclusion |

#### 3.1.4 Employee feedback and experience

As detailed in section  [1.3 'Stakeholder engagement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_64)', YourVoice is

our regular listening strategy to gather employees’ feedback. It

includes specific questions to assess their perceptions, experiences

and comments made on material items.

Employees can share their views and provide comments on each

question. In addition, each area has access to its own aggregated

results, thus maintaining confidentiality, in order to identify

improvement actions and continue strengthening the employee

experience and value proposition, thereby supporting engagement

and satisfaction levels.

More broadly, cross-cutting action plans are also established at

country and global business level.

Since the implementation of YourVoice, we have observed a

positive trend in results, with a participation rate of  80%.

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| Overall Engagement | |  | Engagement  How likely is it that you would recommend Santander  as a place to work? |  | 8.6 (out of 10) |
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| 8.5 (out of 10)  In the middle range and  +0.3 compared to the  financial sector | NPS 61  In the top 5% and +21  points compared to the  financial sectorA |  | Advocacy  How likely is it that you would recommend  Santander’s products or services to friends and  family? |  | 8.7 (out of 10) |
|  |  |  |  |
|  |  |  |  |
|  | Satisfaction  Overall, how satisfied are you working for Santander? |  | 8.6 (out of 10) |
|  |  |  |  |
|  |  |  |  |
|  | Loyalty  If you were offered a similar job (with the same  conditions) at another organization, how likely is it  you would stay at Santander? |  | 8.2 (out of 10) |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| Engagement measures the level of employees’ involvement and enthusiasm towards their job and the organization, and in the YourVoice survey it is calculated based on four  main dimensions: Engagement, Belief, Satisfaction and Loyalty.  A. Based on the  service provider's 'true benchmark'. | | | | | |

For more details on processes to repair negative impacts and our channels for employees to express their concerns, see section  [4.3 'Ethics](#i6ecb2a0d58d04b53bfadfa2a833efaa7_208)

[Channels'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_208)

56 Credit stock as at 31 December 2025. Excludes information relating to Santander Bank Polska S.A. and its subsidiaries.

57 Credit stock as at 31 December 2025. Data for small and medium enterprises (SMEs) and sole traders covers individual customers with an outstanding loan at 2025 year-

end. Excludes information relating to Santander Bank Polska S.A. and its subsidiaries.

58 Does not include SAM funds distributed by Private Banking to avoid double counting.

Annual report 202577

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#### 3.2 Sustainable development in our communities

Affected communities are those where Santander has a presence as an entity, either through its businesses or its community support

activities, and includes any specific groups mentioned in this chapter.

#### 3.2.1 Supporting the economic and social

#### development of our communities

This section outlines how we manage the following IRO:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | I+ | Support of economic growth and job creation in the  markets where we operate, providing credit to people  and businesses. |  |
|  |  |  |  |

i. We help people and businesses prosper

We help people and business prosper through finance and

investment:

→ EUR  332.9  billion to help people buy homes and EUR  209.7

billion to purchase other goods. 56

→ EUR  318.3 billion to help set up or grow companies (including

743.000 SMEs and sole traders). 57

→ EUR 129.9 billion in assets under management in socially

responsible investment, reaching our EUR 100 billion target 9

months early.

→ 6.3 million new people reached through financial inclusion

measures since 2023, reaching our 5 million target to 2025 half

year early.

→  Our microfinance propositions in Latin America reached 1.8

million underbanked microentrepreneurs with EUR 1.26 billion in

credit disbursed.

As well through our community support initiatives:

→ EUR  163.7  million in community support, including 102.1  million

to promote education, employability and entrepreneurship (the 3

Es), through Santander Universities.

#### 3.2.2 Responsible investment and social

#### finance

This section outlines how we manage the following IRO:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | I+ | Contribution to sustainable development through  financing and investment that promotes sustainable  performance in companies, addresses societal  challenges, mitigates a specific issue, or pursues better  societal outcomes. |  |
|  |  |  |  |

i. Social finance

Santander's financing supports social activities such as building

hospitals, universities and homes for vulnerable people. We tag

these activities as social to enhance the identification,

management and reporting of this type of financing, following the

same operating model and system that we use for environmental

and sustainable finance.

Under this concept, we consider the microfinance businesses that

the bank has in Latin America (Prospera in Brazil and Colombia,

Tuiio in Mexico, and Surgir in Peru), through which we granted EUR

1.26 billion in microcredit in 2025. These businesses, which we

cover in more detail in the financial inclusion and financial health

section of this report, often stretch beyond financing by providing

access to a bank account and other services such as microinsurance

for underbanked microentrepreneurs. In 2025, 1.8  million

microentrepreneurs benefitted from this type of financing.

In 2025 we entered into 18 agreements with Multilateral

Development Banks that include sustainable finance

commitments. 6 of these agreements, with a total value of EUR

1,729 million, include specific social financing commitments and

focus primarily on extending access to credit for women-led SMEs,

young farmers and other underserved segments. These loan,

securitization and guarantee agreements will support the growth

of businesses and entrepreneurs who face greater barriers to the

financial system in Spain, Portugal, Brazil and Argentina.

ii. Socially responsible investment

Assets under management (AuM) in socially responsible

investment (SRI) within Santander Wealth Management reached

EUR 129.9 billion in 2025: EUR  71.5 billion managed by Santander

Asset Management (SAM) and EUR 58.4 billion in third-party funds

within Private Banking, portfolios and direct assets 58. This growth

reflects our efforts to offer a diversified product range and to

incorporate EU regulatory requirements, and in accordance with

local law and regulation in each market.

We calculate, process and store SRI AuM within Wealth in a

dedicated repository to which we apply monthly control and

validation. The Group’s Sustainability data office receives an

automated report on these data every quarter. These data are

subject to an annual limited assurance audit prior to disclosure.

Our investment product and service proposition meets the

transparency obligations of the Sustainable Finance Disclosure

Regulation (SFDR), which require disclosure of information on the

embedding of sustainability risk, analysis and management of

adverse impacts on sustainability, ESG factors, and sustainable

investment targets.

Wealth defines SRI as the volume of AuM classified under Articles

8 (promoting environment and social characteristics) and 9 (with

distinct sustainability objectives) of Regulation (EU) 2019/2088

Annual report 202578

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(SFDR), except illiquid investment in Private Banking, which we

report as committed capital. SRI includes: i) assets that SAM and

other Group asset managers in the EU (and other regions where

the SFDR doesn’t apply, using equivalent criteria) manage or advise

on; and ii) third-party funds and advisory assets considered

sustainable investment according to the SFDR (Article 2.17) or

under SFICS.

SAM has these governance policies in place: a socially responsible

investment (SRI) policy, an engagement policy, and a voting policy,

all of them applied in accordance with local law and regulation.

The SRI policy sets out SAM’s socially responsible investment

approach and the standards we consider to embed ESG variables in

our investment analysis and decision-making. The Engagement

policy outlines the principles and guidelines for active dialogue

with issuers and other counterparties (such as investors and

regulators) to promote transparency and better environmental,

social and governance performance. The Voting policy outlines the

principles and guidelines regarding the right to vote in portfolio

companies, which facilitates alignment with the SRI policy to

promote the strong performance of long-term investments.

The SAM board of directors approves and oversees the SRI policy.

SAM’s SRI team informs the local units of any revision of, or

amendment to, this policy so that they adopt it correctly and,

where appropriate, adapt it to local needs. Moreover, SAM’s SRI

strategy and monitoring forum oversees the monitoring and

coordination of SAM’s SRI strategy, as well as compliance with the

SRI policy and monitoring and control of all activities to embed SRI

in SAM.

SAM publishes its policies on its official website, as well as on the

Intranet, and are available to all stakeholder. The third-party

regulations and initiatives that SAM has pledged to uphold or that

inspire our policies feature in section 3 of our SRI policy, appendix II

of our Voting policy, and section 3 of our Engagement policy. SAM

España and Santander Pensiones have achieved full alignment

with the Spanish stock market authority's (CNMV) Stewardship

code (to which they have been signatories since 2023), reporting

annually on the activities they carry out to comply with each of its

principles. Moreover, SAM published its second SRI report in 2025,

which strengthened transparency around SRI, voting and

engagement practices in Europe and is consistent with local

regulations in other areas.

|  |
| --- |
|  |
| AuM in Socially Responsible Investments in Wealth  (accumulated EUR bn) |

![5566]()

|  |
| --- |
|  |
| 46.3% |
| 2025 (vs. 2024) |
|  |

#### Santander Asset Management

Seeking to meet our customers’ needs, SAM offers SRI products for

customers with sustainability preferences, alongside a broader

range of investment solutions.

As at December 2025, SAM held EUR 71.5 billion in SRI assets

(13% year on year) spread across eight countries. This accounts for

28% of SAM’s total assets under management. SAM won Best

National ESG Asset Manager at the 2025 Expansión–Allfunds Fund

Awards.

In 2025, we continued to expand our SRI product and service

offering. We launched several new funds classified as Article 8: in

alternatives - Real Estate Coliving Opportunities SCR and Atitlan

Atgro-, three Target Maturity funds in Spain/Luxembourg, and 3

fixed income solutions in Spain/Portugal/Luxembourg. We also

transformed two fixed-income portfolios in Spain We continued to

strengthen voting and engagement methodologies and policies

across our asset managers outside the EU.

In 2025, we continued to focus on engaging with portfolio

companies in high emitting sectors.

SAM’s governance backs the execution of its SRI strategy. It follows

environmental (including climate change), social and corporate

governance (ESG) standards and is organized around i) an SRI

strategy and oversight forum; ii) a voting and engagement forum;

and iii) an investment and sustainability forum that our global

team of SRI experts leads. At divisional level, the Wealth

Management & Insurance ESG classification meeting, which brings

together representatives from strategy, business, sustainability,

risk and compliance, oversees and monitors key performance

indicators across SAM, Private Banking and Insurance.

#### SAM's ESG policies

#### and relationship with the Group’s sustainability documents

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Other Group  policies:  • Defence policy  • Environmental,  social risk | | | Banco Santander  responsible banking and  sustainability policy | | |
|  | Ä | | |
| } | SAM SRI policy | | |
|  |  | Ä |  | Ä |
|  |  | SAM  Voting  policy |  | SAM  Engagement  policy |
|  |  |  |  |  |

|  |  |
| --- | --- |
|  |  |
| Triangulo2IzdaGrisOscuroAlto.jpg | Banco  Santander  conflict of  interest  policyA |
| Ä |
| SAM  Conflict of  interest  policy |

A. The Conflict of Interest Policy provides employees, directors, and Group

Santander entities with guidelines to prevent and manage conflicts of interest

that may arise as a result of their activities. For more information, please see

santander.com/en/our-approach/policies-and-initiatives.

SAM has a global, multidisciplinary team of SRI experts that

develops and implements our ESG methodology, engagement and

voting activity and SRI policies, among other tasks. There is also a

local network of ESG experts for each of the markets where we

operate.

Annual report 202579

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Moreover, we have a network of experts who are key to

embedding sustainability in our investment and reporting both

globally and locally.

|  |  |
| --- | --- |
|  |  |
|  | For more details on our ESG approach in SAM, see  santanderassetmanagement.com/sustainability. |

|  |  |
| --- | --- |
|  |  |
|  | For more information on our engagement and voting strategies, see  santanderassetmanagement.com/ sustainability/es/content/  view/11966/file/SAM\_Informe\_Stewardship\_221123\_ES.pdf |

SAM’s SRI products

SRI products in SAM’s core markets

![Mapa-SAM-SRI-ENG.jpg]()

ESG methodology and business engagement

SAM runs systematically its SRI policy that restricts or prevents

investment in certain sectors that pose greater risks from a

sustainability perspective, in accordance with local law and

regulation.

It also has its own analysis methodology based on market

benchmarks and core international frameworks and standards,

which enables it to assess the ESG performance of assets through

ratings awarded to issuers.

We define ESG factors based on the relative impact of each

industry and its exposure to associated risks and opportunities that

arise from changes in policies and regulations, technology, supply

and demand, and stakeholder perception. We assign the ESG

factors identified for each industry a weighting within the model,

based on their materiality.

The final ESG rating is the sum of the weighted average of each key

matter.

SAM uses its own criteria to determine whether an issuance can be

considered sustainable investment according to Article 2.17 of the

SFDR in order to meet the minimum percentage of sustainable

investment that characterizes the fund or investment or savings

solution.

This analysis draws on the information provided by ESG data

providers and SAM's weighting and materiality assessment

methodology.

Our methodology identifies a long list of key ESG matters where

issuers can generate environmental or social externalities that

could translate into material impacts for the issuer and, therefore,

pose risks and potential opportunities.

Our ESG rating analysis, always compliant with applicable local

laws and regulations, comprises these elements:

• Environmental factors: Any component of the issuer’s activity

that may pose an environmental issue such as greenhouse gas

emissions, resource depletion, pollution, water management,

and others.

• Social factors: Society-related matters that include workplace

issues, labour standards, talent management, relationships with

local communities, data privacy and security, and human rights.

• Governance factors: Assessment of the quality of the issuer’s

management, culture and ethics; the effectiveness of its

governance systems to minimize the risk of mismanagement;

and its ability to anticipate operational and legal risks that could

lead to non-compliance.

We conduct multidimensional analysis on how each company

manages these factors. It includes the existence of policies, target

analysis, integration of management systems, performance of key

performance factors, and other elements.

Outside the EU, we are making progress in training investment

teams to embed ESG assessment and sustainable investment

methodologies and standards with an approach that makes sense

in each market, as well as increasing the coverage of our data

providers in certain markets (especially Latin America and always

in compliance with local regulation).

Engagement comprises constructive dialogue with investees to

gain a better understanding of how they manage ESG-related risk

and opportunity, as well as their alignment with set investment

objectives. This exercise can have varying aims: i) drive greater

transparency and quality of information; ii) support better risk

management and ESG opportunities; and iii) help achieve

investment objectives. Our Engagement policy, approved by SAM's

ExFo, sets out internal procedures, forms of engagement, and

escalation procedures where targets are not achieved.

Last, SAM exercises its right to vote independently in the

companies it invests in under the scope and criteria outlined in its

policy, which strengthens its influence on ESG and sustainability

issues, in accordance with local law and regulation.

#### Insurance

In 2025, we continued to focus on developing products to

safeguard vulnerable groups and reflect situations in specific

contexts or markets that have little protection. We’ll continue to

cooperate with our partners to promote this product offering and

boost the management of our insurers’ SRI investments.

#### Private Banking

Our SRI AuM amounted to EUR 58.4 billion, including committed

capital to alternative funds. Our global list of funds that are subject

to client advisory services comprised mostly SFDR Article 8 and 9

funds in the EU. Moreover, we included five new ESG portfolios in

the independent advisory service to bolster our sustainability

proposition.

In 2025, we continued to publish thematic articles for our

customers on our global website, addressing issues such as

Annual report 202580

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sustainability vs. AI, energy storage, or GSS+ (green, social,

sustainable and sustainability linked) bonds.

We also made progress in forming teams of bankers who

specialize in sustainability, with specific ESG experts. This helps

improve dialogue with customers, identify their sustainability

needs, and promote their awareness of sustainable investment.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see santanderprivatebanking.com |

3.2.3 Management of environmental and

#### social aspects

In this section we cover how Santander manages these IROs:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | I- | Finance activities (in any customer segment) that  breach the bank’s policies and jeopardize the well-being  of present and future generations or fail to sufficiently  involve appropriate stakeholders or use suitable  customer identification and management mechanisms  when providing finance to a customer or project. |  |
|  |  |  |  |
|  |  |  |  |

i. Our E&S risk management policy

Our Environmental & Social (E&S) risk management policy is

structured around principles that reflect our support for a fair and

sustainable transition that is driven by growth, while

acknowledging the specific realities of each region and in

accordance with local law and regulation.

This policy, which we review annually and make publicly available,

sets out the criteria that we apply to investment in entities and the

provision of financial products and services to customers in the oil

& gas, electricity generation and distribution, mining, and

metallurgy sectors, as well as to activities that relate to

agricultural commodities. This policy, while remaining in

accordance with local law and regulation, also places particular

emphasis on biodiversity conservation and focuses on potential

deforestation risks associated with customers in the agribusiness

sector who operate within the Amazon biome and on nature

degradation. It also dictates restriction criteria and enhanced due

diligence requirements for specific activities within these sectors.

From a social perspective, the E&S risk management policy follows

international standards and benchmarks such as the United

Nations Global Compact, the Universal Declaration of Human

Rights, the International Labour Organisation Declaration, the

Convention on the Rights of the Child, the Rio Declaration on

Environment and Development, the United Nations Convention

against Corruption, the Equator Principles, and the standards for

social and environmental performance and the explanatory notes

of the International Finance Corporation (IFC). Against this

backdrop, the policy sets out restriction criteria and analysis

requirements for these cases (which we apply in compliance with

local regulations):

• Projects or activities for oil & gas extraction, power generation or

transmission, mining, manufacturing, plantations or other major

infrastructure projects that put areas classified as Ramsar Sites,

World Heritage Sites or categories I, II, III or IV by the

International Union for Conservation of Nature at risk.

• Projects that require free, prior and informed consent according

to IFC Performance Standard 7 – Indigenous Peoples, and that

fail to meet the standard, with no credible action plan to achieve

compliance.

In view of the principles and criteria that our policy dictates,

analysts assess customers and projects on a case-by-case basis ,

based on the specific risks associated with both the customer and

the transaction, and in compliance with applicable local laws and

regulations.

ii. Equator Principles

The Equator Principles (EP) are a voluntary framework for financial

institutions to identify, assess and manage environmental and

social risks when financing projects. We have been a signatory to

the EP framework and applied these principles, while still in

accordance with local law and regulation, to project-related

transactions (especially project and export finance) since 2009

according to their scope.

The Group has an internal procedure to manage the environmental

and social (E&S) aspects of project-related transactions. This

procedure guides the application of the EP. The assessment of

transactions that potentially require us to apply the EP starts with a

preliminary assessment that the Front Office conducts. The area

that manages ESCC risk under the EP sits in CIB. CIB’s ESCC Risk

team oversees the Front Office’s preliminary assessment and

provides it with ad-hoc training and support. We conduct an

environmental and social review for applicable transactions, based

on the preliminary assessment findings. This review follows these

guidelines:

• For projects with minimal or no adverse environmental and social

risks and/or impacts (category C), the preliminary assessment is

sufficient.

• For projects with potential limited adverse environmental and

social risks and/or impacts that are few in number (generally

site-specific, largely reversible and readily addressed through

mitigation measures — category B) in designated countries, the

Front Office must complete a due diligence questionnaire that

includes the findings of the E&S risk assessment.

• For category A (with potential significant adverse environmental

and social risks and/or impacts that are diverse, irreversible or

unprecedented) and B (projects that involve high-risk factors or

are in non-designated countries), the ESCC risk area manages the

due diligence procedure and prepares an E&S risk assessment

report.

The findings of the E&S assessment form part of the financing

application that the risk approval committees receive before a

decision is made.

If approved, we continue to apply the Equator Principles when

preparing all subsequent contractual documents, closing the

transaction, and monitoring it.

Monitoring comprises compliance with the E&S clauses, the

implementation of the corresponding E&S action plans, and

compliance with the applicable E&S standards. When a material

59 Includes universities, institutions and organizations that have an agreement with Santander Universities, Universia and Fundación Banco Santander. Excluding Universia, the

figure is 812  entities in  11 countries

Annual report 202581

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breach or incident is identified during the term of the transaction,

measures could be taken in accordance with the provisions in the

financing agreement (e.g. requirement to implement a corrective

action plan).

In 2025, we analysed 24 projects that fell within the scope of the

Equator Principles (for more details, see [SN.7.1 'Green transition'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244),

table 5. 'Equator Principles').

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | | |  |
|  |  |  |  |
|  |  | Management of risks and impacts on  communities |  |
|  |  | |  |
|  | As part of our due diligence under the EP framework, we  assess and ensure that projects properly identify and  manage environmental and social risks and impacts, and  that constructive relationships are maintained with local  communities in line with international standards.  Regarding potential impacts on communities, we pay  particular attention to these situations and ensure their  appropriate management:  • Involuntary resettlement or displacement (physical or  economic) of people.  • Risks to the health and safety of neighbouring  communities.  • Impacts on indigenous communities. In such cases,  projects must obtain free, prior and informed consent in  accordance with IFC Performance Standard 7. | |  |
|  |  | |  |

iii. Management of principal adverse impacts

#### (PAIS)

Asset management can generate unintentional adverse impacts on

society and the environment. Banco Santander and its asset

management businesses disclose and manage the potential

adverse impacts that stem from the management of its portfolios

through the measurement of KPIs that cover the material

sustainability factors as detailed in SAM's PAIS procedure.

Upon detecting an adverse impact, we assess several aspects to

put mitigating mechanisms in place. We consider impact severity,

frequency, success rate of dialogue initiatives, level of exposure,

and other factors.

#### 3.2.4 Community Support

This section outlines how we manage the following IRO:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | I+ | Contribution to education, employability and  entrepreneurship, as well as to community  development through support programmes. |  |
|  |  |  |  |

i. Our approach

At Santander, we run community support programmes in the

markets where we operate to contribute to respond to their main

needs and challenges.

Santander's community support focuses on education,

employability and entrepreneurship, which we supplement with

support for financial education and to vulnerable people.

Moreover, we have a strong track record in supporting cultural and

other social initiatives, such as responses to recover from

humanitarian crises.

We deliver this support through donations and other contributions

to initiatives and projects, many of which are distributed through

Santander’s own platforms to achieve global scale. We provide

support both independently and in collaboration with universities

and other educational institutions, non-profit organizations and

entities that pursue similar objectives.

Santander has a Sensitive issues policy that covers donations and a

Guide on community support and people helped that centres on

the Business for Societal impact (B4SI) standards. This Guide sets

out the methodology for quantifying the contributions that both

the parent company and our subsidiaries make. We also have a

humanitarian crisis guide that outlines Santander’s response to

events or disasters with a social impact.

ii. Support for education, employability and

#### entrepreneurship

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 102.1 | 4.6 | 1,045 |
| million euros of  support | million people and  organizations helped | partnerships with  universities and  entities in  13  countries   59 |

Santander has supported education, employability and

entrepreneurship for nearly 30 years.

During this period, we have invested over EUR 2.5 billion in

partnership with more than 1,000  universities and entities from 13

countries, and helped over  8.3 million people, businesses and

universities.

In 2025 alone, we allocated EUR 102.1 million to promote

education, employability and entrepreneurship, and helped  4.6

million people and organizations.

This enables us to make headway with our target of contributing

EUR 400 million to community support initiatives in these three

pillars between 2023 and 2026. So far, we’ve contributed EUR 311

million between 2023 and 2025.

We sign agreements with prestigious international higher

education institutions to strengthen the university ecosystem. We

provide scholarships and economic grants to adults so they can

access and complete higher education.

Annual report 202582

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We also encourage lifelong learning through the acquisition and

continuous updating of skills that provide better professional

opportunities. We offer training, resources and access to benefits

for SMEs, startups, scaleups and entrepreneurial projects to help

them grow and strengthen their businesses.

1.

#### Education

Our support for education involves grants and scholarships for

students and researchers to help them access and complete their

higher education studies. We also help universities address their

main challenges and strengthen their transformation in several

areas, with a special focus on digitalization. We do this through:

→ Scholarships and grants awarded in collaboration with

prestigious international universities and institutions to help

with access to university, academic mobility, research and

internship opportunities.

→ Campus Digital, which transforms university life through a

secure digital service that facilitates the daily activities of

academic communities. The platform includes such features as

digital credential, administration procedures (tuition payments,

grade checking, class schedules, etc.), news and benefits within

a single space.

|  |
| --- |
|  |
| 1.7 |
| million people helped  through Campus Digital |

|  |  |
| --- | --- |
|  |  |
|  | For more details, see mycampusdigital.com |

→ Universia Network, which provides a global space for meetings,

cooperation and joint reflection between universities in the

Ibero-American higher education area. It is present in 8

countries.

→ MetaRed a collaborative initiative that involves leaders from

both public and private Ibero-American higher education

institutions, and is governed by the universities themselves. It

focuses on three key challenges that universities are facing:

digital transformation (MetaRed TIC), university

entrepreneurship (MetaRed X) and sustainability (MetaRed ESG).

|  |  |
| --- | --- |
|  |  |
|  | For more details, see metared.org |

2. Employability

We support lifelong learning through upskilling and reskilling as

part of our purpose to help people prosper. We believe that

continuous education is key to respond more effectively to current

and future challenges and to meet the needs of businesses and

society.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
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|  |  | Santander Open Academy | | |  |  |
|  |  | |  |  |  |  |
|  | Santander Open Academy is a free global online learning and  professional development platform that is open and available  to everyone, with no requirement to be a bank customer. It  provides access to diverse and flexible training offering  through courses, scholarships, and content, enabling people  to improve their employability by acquiring and updating  professional skills and competencies that are most in  demand in the labor market.  The type of courses offered vary from limited places to open  access courses. The catalogue of nearly 900 programmes,  includes training in languages, technological tools, data,  cybersecurity, artificial intelligence, soft skills, as well as  health and wellbeing.  In partnership with prestigious academic institutions, the  platform offers programs with a large number of places,  such as English courses with the British Council, or programs  aimed at strengthening professional skills and business  fundamentals developed together with Harvard Business  Impact, which also collaborates on a training program focused  on identifying best practices in university teaching. In addition,  free places are available to access a wide range of courses  from the Coursera catalogue. | |  | Santander Open Academy also offers a broad range of  programs with unlimited places, whose content has been  created in collaboration with professionals, organizations,  and institutions such as Google (AI applied to productivity,  marketing, and the use of advanced tools like Gemini),  Instituto Cervantes (Spanish language learning), the  University of Pennsylvania (improving English for  professional contexts), the University of Chicago (digital  marketing and storytelling techniques), IE University (how to  lead in the digital environment), and Cambridge Judge  Business School (development of practical skills to generate  impact in sustainability).  One of the most prominent programs, internationally  recognized, is Santander W50, which has established itself  as one of the bank’s flagship initiatives to promote female  talent and leadership in the countries where it operates.  SW50 has been running for 15 years and is currently  delivered in collaboration with the London School of  Economics and Political Science.  Santander Open Academy also includes scholarship calls to  access and complete higher education studies, to support  academic mobility, and to promote research. | |  |
|  |  | MoreInfo2023confondo.jpg | For more details, see santanderopenacademy.com |  |
|  |  | |  |  |  |  |

Annual report 202583

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

→ Universia is a free and open platform that enables students and

graduates to boost their careers by accessing job opportunities

and professional internships. It allows them to build their

curriculum vitae guided by a tool that relies on artificial

intelligence and offers them digital tests to evaluate their skills.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see universia.net |

→ Fundación Universia, is a renowned national organization that

also participates in international forums such as the United

Nations and the International Labour Organization on topics

related to inclusive culture. We drive a better quality of life for

people with disabilities and other vulnerable groups in

educational and work environments.

Since 2025, Fundación Universia has offered international

programmes to promote awareness of social and labour

inclusion for people with disabilities.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 6,329 | | | | |
| people helped through  Fundación Universia A initiatives | | | | |
|  |  |  |  |  |
| A. The total number of people supported by Fundación Universia equals the  sum of 304  individuals supported through education programmes, 2,128  through employability programmes and 3,920  through social and labour  inclusion awareness programmes, eliminating duplications. This taxonomy  has applied since 2025. | | | | |
|  |  |  |  |  |

|  |  |
| --- | --- |
|  |  |
|  | For more details, see fundacionuniversia.net |

3. Entrepreneurship

Supporting entrepreneurship is one of our core objectives, with the

aim of enabling businesses to digitalize, grow and transform.

→ Santander X is a global initiative that helps entrepreneurs and

companies grow and transform their businesses. It offers a

comprehensive value proposition that includes training

programmes, challenges and awards, networking and tailored

financial solutions.

We promote and showcase outstanding projects and enable

them to connect with other entrepreneurs, investors and

companies through Santander X 100, the global community with

the Santander X most remarkable businesses that also provides

access to unique benefits and services.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see santanderx.com |

→ Global challenges for entrepreneurship. Innovation and

cooperation are key to addressing society’s major challenges. At

Santander, we search companies that promote responsible

innovation, talent and collaboration to build a better future and

we help them to boost their projects.

In 2025, we launched two global contests for companies in 11

countries, through Santander X. The first sought to support the

most innovative companies that focus on improving the quality

of life and digital inclusion of senior citizens, a key group in the

current demographic transformation. The second centered on

transitioning to a circular economy, reducing waste, and

promoting the responsible use of resources.

Santander X Global Challenge | Reimagine Silver Age recognized

startups and scaleups that focus on digital health,

neurorehabilitation, smart monitoring and early disease

detection using technologies that improve mobility, autonomy

and quality of life.

Santander X Global Challenge | Circular Economy Revolution

handed out prizes to companies that focus on the circular

economy, with solutions that optimize resource use, reduce

environmental impact and promote the reuse, recycling and

innovation of sustainable materials to drive a fair and

responsible ecological transition.

The winners of each contest received a cash prize, access to the

Santander X 100 global community and Fintech Station (Banco

Santander's open innovation space), and other benefits.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see santanderx.com/en/sites/reimagine-silver-age.html  For more details, see  santanderx.com/en/sites/circular-economy-  revolution.html |

4. Featured Projects and Awards

Santander’s support for education, employability, and

entrepreneurship contributes to the progress of individuals and

businesses. Our global programs, international partnerships, and

recognitions reflect this ambition to generate impact.

→ SW50 Summit: A forum for women leaders. Santander W50

brought together nearly 500 women from around the world in

London to explore what it means to lead with purpose today. In

this annual meeting, participants pour over how to lead ethically

in a constantly changing landscape. The topics under discussion

in this year's edition were people management, crisis

management, diversity and inclusion, and the use of AI in

decision-making.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see santanderopenacademy.com/en/sites/  SantanderW50.html |

→ Tomorrow’s Skills report: Skills for future jobs. In 2025, we

presented the Tomorrow’s Skills report in Brussels, sharing the

conclusions of a global assessment of the skills that the labour

market is demanding most amid digital transformation and

sustainable transition.

The study involved 15,000 participants from 15 countries, who

gave voice to the major challenges that are transforming

education, employment, and competitiveness.

The report highlights lifelong learning and artificial intelligence

as key drivers of future employability. It also identifies the

learning formats best suited to labour market needs and the

most sought-after skills, which include digital, AI and soft skills.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see santanderopenacademy.com/en/sites/tomorrow-  skills.html |

→ International recognition. Fortune’s 'Change the World' list

praises companies that generate positive social impact through

activities that form part of their business strategy.

Santander has appeared on the list for the third consecutive year

thanks to its support for education, employability and

entrepreneurship, with global initiatives such as Santander

Open Academy playing a central role.

![]()

60 Includes the social contributions of the foundations linked to the Group.

61 Based on the internal 'People Helped' methodology, which considers international best practices. Calculated with partners’ certified data or with conservative estimates

based on recognized conversion factors. The figure of people and organizations helped through Santander Polska in 2025 is 1.1 million.

62 santander.com/en/stories/santander-releases-the-report-the-currency-of-learning-global-perspectives-on-financial-education

63 The figure of people helped through financial education initiatives by Santander Polska in 2025 is 0.8 million.

Annual report 202584

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iii. Other community support action

We bolster our support for education, employability and

entrepreneurship with financial education and helping vulnerable

people.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  | People2.jpg |
| 61.7 |  | 5.2 |
| million euros in other  community support  programmes 60 |  | million people and  organizations  helped  61 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Financial  education | Vulnerable  people | Arts  and culture |
| EducacionBorla.jpg | WheelchairAccesibility.jpg | Pajarita.jpg |
| Enhancing  knowledge and  understanding of  financial products  and services | Reducing risk of  exclusion and  better quality of  life for vulnerable  people | Promoting cultural  events and  programmes |

On top of direct community action, we cooperate with, and channel

our support through, local non-governmental organization (NGOs),

social charities, and corporate volunteering. In some cases,

cooperation is through foundations that the bank runs in several

markets, including Argentina, Mexico, Poland, Portugal, Spain, and

the UK.

We target our support to different groups depending on their

needs. Our support for vulnerable people focuses on sensitive

groups (due to gender, disability, age, lack of digital skills, financial

difficulty, and other reasons). We usually target cultural activities

at the general public, though we also include vulnerable groups to

facilitate their access to events and programmes.

#### Financial education

We continue to reinforce financial education as a strategic lever for

progress that boosts financial health and social inclusion in the

markets where we operate.

In 2025, we carried out a simplification and alignment exercise in

all our markets Group, which prioritized initiatives with greater

reach, quality and evidence of impact. We combine solutions based

on target audiences and intended outcomes: on the one hand,

more efficient and scalable digital initiatives; and on the other, in-

person initiatives that focus on vulnerable groups.

In 2025, we presented the 'The Currency of Learning' report in

London, which includes the results of a global survey on financial

education conducted in over 10 markets. The findings of this report

have been instrumental in guiding our strategy. They highlight the

importance of scaling digital learning, improving results

traceability, and embedding financial education in the customer

journey, particularly during key customer interaction. The full

report is available to the public at santander.com 62.

Guided by the OECD Principles and the Corporate Guide to

Financial Education, we continue to strengthen common standards

for measuring and reporting beneficiaries. In 2025, 3.4 million

people took part in or accessed our financial education initiatives

and content 63, which in social media terms means people engaging

with the content (not just the scope of the activity).

|  |  |
| --- | --- |
|  |  |
|  | For more details on financial education, see santander.com/es/nuestro-  compromiso/crecimiento- inclusivo-y-sostenible/educación-financiera |

#### Humanitarian crises

As a global financial institution that operates in several regions and

markets, Santander is fully aware of the impact that disasters with

significant social consequences can have on the well-being of

individuals and communities. Against this backdrop, the Group has

since 2023 a Humanitarian Crises Guide to provide a structured

framework for responding effectively to such events. Through our

protocol, we offer coordinated support to affected citizens,

customers and employees.

Over the past two years, the Group has played an active role —

including financial assistance — in relief efforts amid several

humanitarian crises. These include the dana (flash floods) in

Valencia, Spain; wildfires in Valparaíso, Chile; floods in Rio

Grande do Sul, Brazil, and in the southern provinces of Lower

Silesia and Opole, Poland;, the humanitarian crisis in the Gaza

Strip; and earthquakes in Gansu and Qinghai, China.

In 2025, Santander reaffirmed its commitment to communities

affected by humanitarian emergencies by continuing to focus on

promoting economic recovery, social stability and sustainable

development. Recent initiatives include support to the people

affected by the floods in Valencia, Spain, and Bahía Blanca,

Argentina.

#### Charitable foundations

Fundación Banco Santander, which is based in Spain, works to

build a fair, inclusive and sustainable society by financing and

running several cultural, educational, social and environmental

projects.  Dividends from shares donated by the bank enable it to

cover the costs (at least partially) associated with fulfilling its

founding purposes. Among its activities, it manages the bank’s art

collection and finances cultural productions and activities in

theatres, auditoriums, museums and cultural centres, as well as

providing support to NGOs and third-sector organizations. Over the

past year, a particularly key initiative was the transformation of the

bank’s former headquarters on Paseo de Pereda in the city of

Santander into Faro Santander, a space to showcase the bank’s art

collection alongside research-, technology- and culture-related

exhibitions and activities.  Moreover, Fundación Banco Santander

promotes the development of Spanish universities through

collaboration agreements.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see fundacionbancosantander.com/es/fundacion/  transparencia. |

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64 The figure of employees participation in Santander Polska in 2025 is 882.

65   For more details on customer dialogue, see section 1.3. 'Stakeholder engagement'.

66  The actions outlined in this section are specific to Santander and not sector-wide.

Annual report 202585

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

We have other Santander foundations in markets where we

operate (Argentina, USA, Mexico, Poland, Portugal and the UK),

which add to the number of initiatives we run. While their primary

focus is cultural and social, they also align with the bank’s

community support priorities.

|  |  |
| --- | --- |
|  |  |
|  | For more details on our foundations in other countries, see  esg.santander.pl (Poland),  fundacionsantander/argentina  (Argentina), and  fundacaosantanderportugal.pt  (Portugal). |

#### Corporate volunteering

At Santander we encourage our employees to volunteer in

initiatives that help the communities where we have a presence.

These initiatives, which the Group promotes and supports, seek to

get employees to dedicate their time and use their skills and talent

to support charitable causes, non-profit projects and organizations

that benefit society.

Corporate volunteering is a valuable way for employees to engage

with the community and contribute to a social cause. In particular, it

aims to:

→ contribute to the Group’s community support objectives through

the direct involvement of Group employees in volunteering

programmes;

→ foster a culture of inclusion by breaking down prejudices and

stereotypes;

→ enhance our employees’ skills and work environment through

collaboration; and

→ contribute to the well-being of our employees through

experiences that provide satisfaction, purpose and pride of

belonging.

|  |  |
| --- | --- |
|  |  |
| 59.8 k | 15.5 k |
| working hours  volunteered | employees who have  volunteered 64 |
|  |  |

We have a global corporate volunteering guide that sets out a

common framework for this activity. At local level, each subsidiary

runs initiatives that are tailored to the specific needs of its region to

strengthen community ties and maximize positive impact.

Within this framework, our volunteering programmes are primarily

structured around education, employability, entrepreneurship,

social inclusion and financial education, which account for the

majority of the initiatives carried out across the different

geographies. Alongside these areas, we also promote community

support actions in other fields, such as environmental initiatives,

which complement our work and strengthen the positive impact in

the territories where we operate.

We also promote volunteer activities in the context of team events,

where in addition to supporting social causes, we foster skills such

as collaboration, teamwork, empathy, and communication.

#### 3.3 Our customers

Our customer-centric approach is a fundamental lever to create

sustainable value, 65 build a digital bank with branches, and provide

a multi-channel proposition that covers all of our customers'

financial needs. We operate through five global businesses that

serve various customer types, including individuals, SMEs, large

corporations and public entities. 66 .

This chapter focuses on individual customers who use the products

and services that the Group offers and enter into a contractual

relationship with us. This includes customers who, due to their

circumstances, may be particularly vulnerable to the marketing of

products and services.

For more details on the main impact that stems from relationships

with corporate customers, see section 3.2.3 ‘Management of

environmental and social aspects’.

67  For more information on our human rights commitment to our customers, see section 1.4 on our commitment to human rights.

Annual report 202586

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#### 3.3.1 Conduct with customers

In this section we explain how Santander manages these IROs with

regards to conduct towards customers:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | R | Potential losses due to complaints or a reduction in the  number of customers because of inadequate customer  practices. |  |
|  |  |  |  |
|  | I- | Negative impact on the customer if the bank fails to  provide sufficient information on products or services. |  |
|  |  |  |  |
|  | I- | Negative impact on the customer if they do not have  access to complaints channels or if, after making a  complaint, the bank fails to take the necessary action. |  |
|  |  |  |  |

i. Customer conduct principles

Customer conduct risk model

Our customer conduct risk model promotes transparency, fairness,

and responsibility in all customer engagement, including product

design, pricing, complaint handling, and financial education, while

preventing over-indebtedness and protecting vulnerable

customers 67.

This model outlines the governance, key processes and

instruments that enable us to mitigate and manage customer

conduct risk at every stage of our relationship with them.

#### Model principles

→ End-to-end product and service

approval and monitoring cycle that,

cover design, sales, and post-sale; fair

treatment; customer- focused product

and service design; and transparency in

all customer engagement.

→ Responsible pricing and sales practices.

→ Special focus on vulnerable customers

or those under special circumstances,

and prevention of over-indebtedness.

→ Protection of customers’ personal data

and use exclusively for authorized

purposes.

→ Easy, fair, secure and efficient access

to complaint mechanisms.

→ Promotion of financial literacy so

consumers can understand financial

products and risks, make informed

decisions, and ensure suitable

protection.

→ Ensure strong controls and secure

mechanisms to protect consumers’

assets.

#### Key processes

→ Robust approval and ratification of

products and services.

→ Customer conduct training.

→ Sales oversight, with special focus on

the classification and suitability of

products and services; advertising and

monitoring throughout the product

lifecycle; and complaints handling

(Customer service and dissatisfaction

management policy).

→ Conduct-related remuneration of sales

and support teams with regards to

proper conduct behaviours

(Remuneration policy).

→ Risk and control self-assessment on

conduct risks.

#### Governance and remit

→ Our Conduct risk management team

within Compliance develops and

oversees how we engage and manage

risk with our customers according to

the Conduct with customers risk

model.

→ The board of directors approves the

Approval of products and service

policy, while local and Group product

governance forums assess and approve

products and services.

→ The board is also responsible for

approving of the Group Remuneration

policy, while the remuneration and risk

committees, with the support of the

Human Resources and Compliance

functions, monitor this policy’s

compliance.

Our conduct risk identification and assessment seeks to proactively

identify behaviours or practices that may lead to regulatory

breaches, customer detriment, or reputational harm. Ensuring fair

customer outcomes takes a coordinated approach that involves the

first and second lines of defence to ensure a comprehensive risk

assessment.

Through the continuous monitoring of risks, indicators and

mitigation tools, the Group ensures early detection and effective

response to situations that may compromise customer protection.

The Group has strengthened complaints handling through further

monitoring of the customer voice by analysing complaints and

conduct events through key metrics, enabling early identification

of risks and trends and supporting timely mitigation actions.

|  |  |
| --- | --- |
|  |  |
|  | For more details on internal conduct events, see  [Note 25](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1096) of the annual  accounts. |

ii. Product and service marketing and design

#### Product and service governance

The Approval of products and services policy regulates the product

approval process at local and Group level by defining roles and

responsibilities and setting criteria for product assessment,

approval and monitoring, which builds on the conduct risk with

customers management model. Santander has a well-established,

robust and consistent product governance, that the Group

Compliance team owns and manages. It is an end-to-end cycle that

regulates the approval and monitoring of products and services,

Annual report 202587

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covering their design, sale, and post-sale stages and ensuring

approval of proposals according to regulatory requirements,

ethical principles and market conduct, both at local and Group

level.

Product governance forums are responsible for implementing this

policy when approving products and services, as well as defining

approval requirements and coordinating validation, which includes

monitoring and reporting to senior management. We only approve

products and services once we've assessed all risks and forum

members are unanimously in favour.

#### Conduct training

Training is key to boosting knowledge to foster consumer

protection. The Compliance function, with the support of People &

Culture, draws up mandatory refresher training for all employees

on managing and mitigating customer conduct risk.

All units ensure strict compliance with local requirements;

supported by robust training.

#### Quality and conduct metrics in sales teams’ remuneration

The Group establishes requirements to ensure we link variable pay

to service quality and conduct metrics. This approach promotes

greater awareness and proactive management of customer

relationships, encourages high levels of transparency, and

supports the identification of appropriate target audiences.

#### Sales monitoring

The Group has mechanisms to monitor products and services

throughout their life cycle. These enable us to detect and manage

(as early as possible) potential deterioration, failures in marketing,

and non-compliance with the terms and conditions under which

they were approved. We analyse and monitor:

• Customer voice: Queries, complaints and surveys are a key

source of information to identify deficiencies in marketing and

customer engagement, and to draw up improvement plans; and

• Sales metrics and controls: Monitoring the percentage of product

or service cancellations shortly after sign-up.

iii. Post-sales

#### Complaints handling

The Customer service and dissatisfaction management policy

outlines the principle of making multiple channels available to

avoid the potential impact of not having suitable means for

customers to convey their issues or dissatisfaction and to promote

the fact that we have channels that adapt to our customers’ needs

and preferences.

Additionally, customers can escalate complaints through external

channels when they are in place, such as the Financial

Ombudsman, regulatory bodies, and consumer agencies, if they

are not satisfied with how we have handled the complaint.

Units continue investing in digital channels to speed up case

resolution and help customers self-manage certain queries. Root-

cause analysis and mitigation plans are an essential component of

complaints handling that is continuously being strengthened.

In 2025, the total number of formal complaints received was

772,780 for a total customer base of 180 million. For further

information, see [NS 7.4 'Customers](#i6ecb2a0d58d04b53bfadfa2a833efaa7_253)' (Table 24. Total complaints).

iv. Vulnerable customers

In this section we cover how Santander manages this IRO:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | I- | Negative impact on the customer by failing to  guarantee access to, or the use of, products and services  that may present certain obstacles or weak spots. |  |
|  |  |  |  |

Vulnerable customers are those who, due to personal, social,

economic, educational, cultural or health-related factors, whether

temporary or permanent, experiences difficulties in understanding,

accessing or exercising their rights as a consumer on an equal

basis, and therefore requires adapted support to ensure their

inclusion and effective protection.

Given the wide range of challenges, we have developed a

comprehensive approach of support them –  in terms of how

products are developed, communicated and in all interactions.

We look to identify and consider customer vulnerabilities through

specific standards and dedicated procedures, and try to prevent

and mitigate any detriment. In 2025, the Group strengthened its

approach to vulnerable customers, defining common minimum

standards across all markets while allowing local adaptation in line

with local regulation, commitment and strategy. This includes local

and Group-level processes to identify and monitor customers

under special circumstances.

In 2025, Santander Spain reached a landmark by becoming the first

IBEX-listed company to certify a 360º accessibility commitment by

AENOR, covering physical and digital channels and ensuring that all

products, services and relationship channels are accessible for all

customers, regardless their diverse physical, sensory, cognitive, or

age-related abilities.

68 For more details, see santander.com/informe-inclusion-financiera.

Annual report 202588

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#### 3.3.2 Financial inclusion and financial

#### health

This section outlines how we manage the following IRO:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | I+ | Positive impact on customers due to the bank’s offer of  products and services that adapt to their needs and  expectations and promote financial inclusion and  health. |  |
|  |  |  |  |

i. Financial inclusion and health as a key driver

#### of social progress

Financial health and inclusion are a priority for Santander in

contributing to social progress and promoting prosperity and

entrepreneurship.

We use the World Bank's Global Findex Database to calculate the

number of unbanked, underbanked and financially distressed

people due to access and financing issues in the markets where we

operate as a retail bank. In particular, we:

• consider several components of financial exclusion and

aggregate indicators to cover all our target audiences;

• define an inclusive financial system as one that maximizes the

use of financial products and services, access and financing;

• measure involuntary financial exclusion through barriers that

people who do not participate in the formal financial system

perceive; and

• apply a correction factor that matches our business penetration

rate in the markets where we operate.

Thanks to our financial inclusion efforts, we achieved our objective

of reaching five million new people with at least one financial

inclusion measure during the period 2023-2025 reaching 6.3

million people. This ambition aligns with our market penetration

levels and the gaps identified in our exclusion analysis.

Our processes pinpoint the needs of customers facing financial

difficulty so we can develop products and services and train our

teams. 68

These processes are consistent with our customer conduct model,

vulnerable customer policy, and responsible banking and

sustainability policy.

In 2025, we updated our Corporate Financial Inclusion guide to

reflect best practice. We also changed how we monitor and

measure progress, differentiating between financial inclusion and

financial health. The updated guide continues to enable the

homogeneous measurement of access and financing initiatives

across markets and sets out these common definitions:

• Unbanked: People who do not have a bank account or access to

any banking services.

• Underbanked: People who, despite having a bank account, have

difficulty accessing basic services (e.g. making deposits and

withdrawals) or who source financing informally.

• People in financial distress: People who earn less than their

country’s legal minimum wage or who are unable to cover basic

living expenses.

The guide also provides a consistent metrics system for monitoring

and managing access and financing initiatives. Though we have

achieved our ambition, we will continue working to increase

access, improve the use of financial services, and strengthen our

support for vulnerable individuals and communities.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| New people benefiting from financial inclusion  measures A,C | | Target |
| +5 mnB |
| 1.8 m | 4.3 m | 6.3 m |
| 2023 | 2024 | 2025 |

In 2025, we financially included nearly 1 million people through

access initiatives; and 1 million people through finance

initiatives.

A.Based on our internal financial inclusion methodology. This includes the

principles, definitions and standards we use consistently across our footprint to

count the number of people we include financially through initiatives, products

and services for access and finance.

B. Cumulative figure since 2023.

C. The figure of people financially included through Santander Polska in 2025 is 0.5

million.

Annual report 202589

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|  |
| --- |
|  |
|  |

#### Access

c. 1

#### million

new people benefiting from access-related

financial inclusion measures

We help unbanked and underbanked people enter the financial

system and gain access to basic financial services, encourage them

to use financial services that are tailored to their needs and

barriers, have greater control over their finances, and enjoy faster

and more secure transactions.

In 2025, our initiatives continued to:

• adapt to developing and mature market needs:

▪ In developing markets, we focus on providing access to bank

accounts and cash deposit and withdrawal services to

unbanked and underbanked people. Our stand-out initiatives

include partnerships with merchants in Mexico to offer

Santander services and financial inclusion branches in

Argentina.

▪ In mature markets with high account penetration but an

exodus of people from rural areas and an ageing population,

we focus on continuity in access to basic financial services.

Stand-out initiatives include Correos Cash and the waiving of

fees for vulnerable customers in Spain.

• offer access amid humanitarian crises. We make mobile

branches available to remain close to our customers in the most

affected areas and keep key financial services running, such as

cash withdrawals, salary advance and payment holiday requests,

and insurance claims. For more details on our actions during

humanitarian crises, see section [3.2.4 'Community support'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_184).

• promote inclusion. We are constantly adapting branches,

products, services and channels for people with disabilities and

senior citizens to be able to access them both in person and

online.

We do all of this by harnessing technology to drive financial inclusion

and overcome some of the barriers that prevent unbanked and

underbanked people from accessing financial products and services.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Access initiatives and services: | | | |
| Basic financial solutions  Promote access to the financial system for unbanked individuals (accounts, insurance, etc.)  and maintain access for potentially excluded groups, such as the elderly or others facing  vulnerabilities. |  |  | Basic accountsA |
|  |  | Support to senior citizen customersB |
|  |  |  |  |
| Promoting access to cash and transactions  Facilitate community access to cash through our branches and ATMs in remote areas, and  partnerships with public and private entities that extend our reach. |  |  | Branches in underbanked and remote  regionsC |
|  |  | Digital wallets and points of saleD |
|  |  | Partnerships to reach  underserved communitiesE |

Beyond retail and commercial banking solutions, the Payments

business provides through Getnet digital payment solutions to

individuals and merchants, particularly those who are

underserved or underbanked, with a strong presence in Latin

America.

Annual report 202590

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#### Finance

1

#### million

new people benefiting from finance-related

financial inclusion measures

We finance underbanked SMEs and entrepreneurs, as well as the

basic needs of low-income households through products and

services that we tailor to their needs.

Our microfinance proposition supports inclusive growth and

economic development in Latin America, where the financial

inclusion gap is wide. We have been offering microfinance services

to low-income and underbanked entrepreneurs since 2002. We

help our customers set up small businesses, which drive economic

growth and social mobility.

Through these initiatives, available in Brasil, Mexico, Peru and

Colombia, we offer loans to boost new ventures’ income-

generating capacity and help microentrepreneurs safeguard their

businesses through financing that meets their working capital

needs. A large portion of the customers under these initiatives are

women, who are less likely to access financial services in

developing markets.

In 2025, we continued to:

• build on our business proposition from microcredit to

microfinance by extending our customer value proposition

through solutions that go beyond credit (basic accounts, financial

education, microinsurance and other services);

• make business models more efficient, without jeopardizing the

social impact of our proposition. For instance, we leveraged the

use of technology to open low-cost mobile branches and

improved handling procedures to minimize the time from

microloan application to making funds available to our

customers; and

• combine the group and individual credit model to adjust it to our

customers’ circumstances and needs, leaning towards the

individual model in Peru and Colombia and growing — albeit at a

lower rate — in Mexico.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Other finance-based initiatives and services | | | |
| Support for entrepreneurs and SMEs  Financing programs for entrepreneurs, start-ups, and SMEs with limited access to the  financial system and credit. |  |  | Products oriented to providing credits  to SMEs |
|  |  |  |  |
| Financing low-income households' basic needs  We offer products and services that enable low-income households to access housing and  meet other basic financial needs. |  |  | Affordable housing supplyF |
|  |  | Support for low-income households  and people with difficulty accessing  creditG |

A. In some countries, we have basic bank accounts that go beyond regulation in order to serve the bottom of the pyramid. For instance, the Cuenta LIfe in Chile or the no-fee

account for vulnerable customers in Spain.

B. We have value propositions aimed at the elderly in several countries. For instance, tailor-made products for retirees in Mexico and Argentina; services such as SuperLinha

Senior in Portugal to help seniors with limited digital skills; and third-party access initiatives in the UK to support seniors who need to be cared for.

C. In Spain, branches in remote (or sparsely populated) areas to facilitate access to credit and combat social exclusion in communities of less than 10,000 inhabitants. In

Portugal, branches in low-income, small or isolated regions, such as the Azores and Madeira. In Argentina, we have financial inclusion branches and remote agents in the

marginal environment of Buenos Aires and vulnerable communities. In Poland, ATMs in municipalities where there is no Santander branch or partner point of sale. In

Uruguay, we have installed three mobile branches (the first in 2020) to reach areas with low levels of banking penetration.

D. In Poland, we included the Cashless Poland programme to promote the use of payment terminals in places where the use of digital media is low, as well as the use of our

associated Partner Outlets points of sale. In Chile, we included Mas Lucas.

E. Agreements with Correos Cash in Spain, partnerships with retailers such as Oxxo and 7Eleven in Mexico, and agreements with third parties in Uruguay (e.g. Abitab, Red

Pagos).

F. In Spain, the bank participates in the Social Housing Fund, which facilitates renting for people on low income. It also has affordable rental housing. In the US, as part of its

Communities plan, Santander US provides support for the construction, maintenance and rehabilitation of homes for low- and moderate-income households.

G. We have initiatives to help groups with difficulties in accessing credit; among them, in Spain, we lend to SMEs at their risk limit; in the US, we lend to small businesses

operating in low- and moderate-income communities; in Argentina, we lend to entrepreneurs with little credit history. In Mexico, we offer special credit programmes to

people at the bottom of the pyramid.

ii. Progress on financial health

In 2025, we continued to strengthen a common financial health

approach in all the Group’s markets. We define financial health as

individuals’ ability to manage their finances in a way that enables

them to meet short-term needs while planning for and achieving

long-term goals, generating stability, and reducing the risk of

financial hardship.

Throughout the year, we made headway with identifying and

building on initiatives that help customers’ develop financial skills.

We combined global tools — such as goal-setting solutions and

planning resources within our banking app in certain countries —

with local action, including tailored financial education content and

practical guidance that align with market-specific needs.

As part of this, we came up with a common financial health

definition and measurement guide that will enable homogeneous

and comparable progress assessment across markets. Our

framework directly complements our financial education and

inclusion efforts and ensures that individuals not only gain access

to the financial system but also acquire the knowledge and tools

needed to use it responsibly and effectively.

In 2025, the Pay Smarter concept was introduced to promote a

more informed use of credit cards as a financial management tool.

This approach is structured around three pillars aligned with

Annual report 202591

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financial health objectives (benefits, control and security) and has

already been deployed in most retail markets through our owned

channels (website, mobile app, branches and contact centres).

In 2026, its rollout will continue under a phased plan to reinforce

message consistency and support a common understanding of the

responsible use of payment instruments among customers and

employees. This expansion includes extending digital content and

providing training to commercial teams to promote consistent

communication.

For more details on our financial education programmes for

customers and non-customers alike, see section 3.2.4 ‘Community

Support’.

#### 3.3.3 Privacy, data protection

#### and cybersecurity

This section outlines how we manage these IROs:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | I- | Potential infringement of customers’, employees’ or  shareholders’ rights due to a lack of appropriate  technical or organizational measures to protect their  personal data in accordance with applicable law and  Group standards. |  |
|  |  |  |  |
|  | I+ | Education and awareness on cybersecurity issues to  understand potential threats and mechanisms to avoid  them. |  |
|  |  |  |  |
|  | R | Potential losses due to fines or a reduction in the  number of customers because of a failure to detect or  respond effectively to breaches of privacy. |  |
|  |  |  |  |

i. Privacy and data protection

The use of new technologies and progress with the digitalization of

businesses have led to a rapid increase in the processing of

personal data.

Our commitment to complying with regulation on the protection of

personal data throughout their life cycle is key in this regard. Our

corporate policies and standards remain consistent with data

protection and privacy laws at all times, with ethical and

transparent management of personal data to enable individuals to

exercise greater control over their data.

We apply measures to obtain and use only the data that is strictly

necessary to process personal data for legitimate purposes. The

aim of these technical and organizational measures is to preserve

the confidentiality, integrity, availability and resilience of the

systems and services that we use to process data, to achieve the

correct protection of data subjects’ rights and freedoms, and to

boost individuals’ and broader society’s trust.

We created our compliance programme by following the privacy

standards to manage data protection risk correctly. It is based on:

• local units’ responsibility to abide by the General Data Protection

Regulation (GDPR) and/or local regulation on data protection;

and

• a robust governance model that comprises:

1. corporate and local data protection policies;

2. a data protection officer (DPO) and/or privacy champions in

each unit. We formally disclose DPO appointees to local

authorities; and

3. a corporate oversight programme based on the monitoring of

management indicators and annual reviews.

Other measures that strengthen our data protection management

are:

• procedures to manage security incidents and the risks arising

from actual or suspected unauthorized access, disclosure, or use

of personal data, with area-owned action plans when required;

• cooperation with third-party service providers that must comply

with data protection regulation. Data processors are subject to a

suitability test that we monitor through management indicators

and review regularly;

• reviews on our compliance with data protection laws, which our

Internal audit area performs as part of its annual programme;

• corporate tools that help us manage data protection-related

tasks by bringing together and monitoring control information

through indicators and the annual review programme. For

instance, we regularly update our data processing inventory and

report on indicators and security incidents; and

• employee training and awareness campaigns on data protection,

which form part of our mandatory annual curriculum and that we

monitor through management indicators.

ii. Cybersecurity

Cybersecurity provides vital support to our purpose of helping

people and businesses prosper and our aim to provide customers

with first-rate digital services.

The Group operates under a cybersecurity framework that Banco

Santander’s board of directors approved and the subsidiaries’

governing bodies adopted. This framework sets out the

governance, functions, roles and responsibilities for cybersecurity

management across the Group, including the role of the global

Chief Information Security Officer. A set of cybersecurity policies,

which align with international standards and we review

continuously, supports this framework to maintain and enhance

security levels.

To assess how we’re doing on cybersecurity within the industry, we

monitor the security rating that an independent third party

provides us. Bitsight Company gives us with a score between 250

and 900 (with 740-900 considered 'Advanced') based on public

information and externally visible network traffic and systems. In

2025, we scored 800 points, which put us in the upper quartile

among our peers and meant that we hit our target.

Protecting our customers’ and employees’ information is the

responsibility of every Santander employee. We outline this in

another policy under our cybersecurity framework: Cybersecurity

standards for the protection of Santander, which sets out the

principles that we must follow.

In 2025, we continued to strengthen cybersecurity awareness

across our teams by:

Annual report 202592

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• conducting regular ethical phishing exercises for all employees,

with targeted simulations for higher-risk groups such as IT

administrators and payment agents;

• reinforcing key protective behaviours through the Cyber First

campaign, emphasising the importance of reporting suspicious

incidents or communications;

• updating mandatory cybersecurity training to address emerging

threats, including malicious emails, messages or calls,

deepfakes, identity theft and social engineering;

• updating specialized training for high-risk groups such as

payment agents, IT professionals and developers, digital asset

owners, board members, and executives and their support

teams.

• delivering targeted fraud prevention training for case

management teams in call centres and branches;

• issuing mandatory guidelines for specific groups — developers,

IT administrators, call centre staff and other critical profiles — to

reinforce good security and compliance practices; and

• introducing the Cyberrisk Score indicator for team leaders to

embed individual cybersecurity results in annual performance

reviews.

To help customers protect themselves better online, we combine

education, in-person experiences and awareness campaigns with

impact measurement mechanisms that enable us to adapt content

to market needs. In 2025, the digital campaign detailed below

achieved an engagement rate of 74%, which was up on the

previous year.

• Santander Open Academy. An open education platform for large-

scale digital learning. In 2025, we launched the course 'Digital

Safety for Daily Life', an eight-hour programme comprising four

modules on essential online protection habits and fraud

prevention strengthening access to cybersecurity education

content for the general public.

• Santander WorkCafé. In-person workshops for retail and

corporate customers on digital risks and prevention. In 2025, we

ran these workshops in Brazil, Mexico, Poland, Portugal, Spain

and the UK, and achieved a satisfaction rating of over 9 out of 10.

• Global awareness campaigns. The Group ran two creative

initiatives under the 'Everyday Cyber' platform: 'Obvious

Passwords', which focused on choosing secure passwords; and

'Deepfakes: The new wolves', a new take on Little Red Riding

Hood that warns about the risks of impersonation through AI. We

rolled out each of these initiatives, which combined an innovative

narrative and practical guidance, across all our markets.

• Local innovation. In Spain, we launched a dedicated WhatsApp

channel for digital awareness, surpassing 30,000 followers in

under one year. In Brazil and the UK, the Security Hub (part of the

mobile app), provides interactive and accessible cybersecurity

content.

• Titania and Protocolo Alice. Our fiction podcast Titania, which

won the Global Ondas Podcast Award for Best Branded Content,

expanded its reach through the Brazilian version Protocolo Alice,

exceeding 37 million views in 2025.

In 2025, we continued to promote collaboration with public and

private organizations on cybersecurity and online fraud prevention:

• We continued to play a key role in the Financial Services

Information Sharing and Analysis Center (FS-ISAC) for the

exchange of cybersecurity information in Europe and remained a

member of it European board. Headquartered in The Hague, the

FS-ISAC has over 1,000 members from 174 entities, including

major banks, Swift and Europol.

• Santander is part of the leadership team of the US Ransomware

Task Force, whose objective is to improve prevention and

response capabilities against ransomware attacks. We helped set

up the Brazilian Ransomware Task Force alongside the

Government of Brazil and the Organization of American States,

and are working on the same initiative in Mexico.

• We contributed to World Economic Forum initiatives on

cybersecurity and the fight against cybercrime. This includes

taking part in ATLAS and Partnership Against Crime and in various

working groups that focused on using AI to combat cybercrime,

reducing the cybersecurity talent gap, and strengthening

capabilities through public-private partnerships.

• We’re part of several initiatives alongside such international

organization as the Institute of International Finance (IIF),

European Financial Services Round Table, European Banking

Federation, DigitalEurope, and the European Cyber Security

Organisation.

• We organised the third Horizon Conference in London, bringing

together over 100 organizations from 14 sectors for two days of

collaboration and intersectoral crisis simulation exercises.

• We play a global leadership role in the field of post-quantum

security, as founder and current chair of the Europol Quantum

Safe Financial Forum. Moreover, we play an active role in the

main forums that outline the mechanisms of the transition,

including FS-ISAC, G7 Cyber Experts Group, EFR, NIST, IIF, and

Centre for European Policy Studies (CEPS).

Annual report 202593

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4. Business conduct

#### (Governance information)

#### 4.1 Corporate culture

#### Our culture

The Santander Way sets out the common standards and values we

want to prevail across the Group. These are reflected in our Global

Culture Policy. In 2025, we strengthened our culture by promoting

new ways of working and professional development:

1.Deliver, Develop, Transform. In 2025, we launched three new

principles that guide the way we work and lead at Santander.

These principles, co-created with professionals across the

Group, were initially rolled out to managers, with the ambition

of extending them to the entire organization during 2026. They

provide practical guidance for leading in an environment of

constant transformation.

2. Learning and development: We have increased our efforts to

give our employees the necessary tools and resources to

enhance their skills and employability, aligning us with the most

critical business and market demands.

3.We promote flexible and agile working models that enable our

teams to grow and participate in transformational projects —

such as the adoption of AI — to drive innovation and efficiency

across the Group.

4.We foster an inclusive culture built on diverse and

complementary teams. Our aim is for teams to reflect the

diversity of the environments in which we operate.

5.We care for our people through a well-being strategy that

promotes healthy habits and work–life balance.

6.We encourage our employees to take part in volunteering

initiatives on financial education, inclusion, education,

employability, entrepreneurship and other local needs.

7.Through YourVoice, we listen to our teams and implement

action plans that help us continue to build the best place to

work.

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|  |  |  |
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|  | Our  behaviours  TEAMS.gif |  |
|  |  |  |
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|  | Our principles  → Deliver  • Think ValueA  • Think Customer B  • Make the right decisions at the right time  → Develop  • Build high-performing teams  • Set clear goals and provide feedback  • Ensure a positive working environment  → Transform  • Lead change  • Think Global C  • Trust and collaborate  • Foster a strategic mindset |  |
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|  | Our strong  risk management culture  RiskProLogo.gif |  |
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| A. We want to become the leading bank across our footprint and to maximize  shareholder value.  B. We want to be our customer’s bank of choice.  C. We’re building ONE Santander to harness our unique combination of global  strength and local leadership. | | |

69 The Conflicts of Interest Policy has been updated to align it with the General Code of Conduct (updated in 2024) and to simplify it. In addition, the Procurement Management

Conduct Policy has been integrated into this policy.

Annual report 202594

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#### 4.2 Ethical conduct

In this section we cover how Santander manages this IRO:

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| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | I+ | Act responsibly and consider investors’ interests and the  impact on employees, broader society and the  environment; pay taxes to support the distribution of  wealth. |  |
|  |  |  |  |
|  | I- | Harm broader society through bribery or corruption. |  |
|  |  |  |  |
|  | R | Risk stemming from improper conduct that makes illicit  funds or assets appear legitimate and, therefore,  facilitates illegal activity or to benefit from it. |  |
|  |  |  |  |

4.2.1

#### Conduct standards

Our General Code of Conduct (GCC) sets out the behaviours and

values that all Grupo Santander employees must abide by when

engaging with colleagues, customers, vendors and broader society.

It helps promote a solid risk management and compliance culture

and acts as a mechanism to prevent the risks we are exposed to. It

is available on our corporate website for all stakeholders to read.

The GCC promotes equal opportunity, non-discrimination, zero

tolerance for sexual or work-related harassment, respect for

others, work-life balance and human rights.

The Grupo Santander board of directors approves the GCC, which

all Group employees — general workforce, top management and

members of the management bodies of the units that make up

Grupo Santander — must be aware of and comply with.

The GCC’s core implementation mechanisms are:

i. mandatory training for employees on the GCC through an

annual course that instils the guidelines they must follow in

their day-to-day to prevent possible risks, such as the Group’s

criminal responsibility; how to handle conflicts of interest

according to our policy, 69and what to do if they receive gifts

and invitations from people outside Grupo Santander. We

supplement GCC training with a statement that reinforces our

employees’ pledge to comply with it;

ii. campaigns via email, Intranet and other media to boost

employees’ awareness of the GCC, as well as of Canal Abierto

and the latest whistleblower protection laws;

iii. the Compliance area, which deals with employees’ queries on

the enforcement of the GCC;

iv. Canal Abierto, our whistleblowing channel where employees

and stakeholders can report violations of the GCC and of our

corporate behaviours; and

v. Breaches to the GCC are managed and sanctioned in

accordance with applicable regulations.

Moreover, mandatory training forms part of our employees’ annual

performance review, which acts as an incentive to complete it in

due time.

We also use another management metric to identify how many

incidents reported to the Group’s ethical channels are linked to

violations of the GCC.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see section  [7.2 ‘Compliance and conduct risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_880)  [management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_880)[’](#i6ecb2a0d58d04b53bfadfa2a833efaa7_880) in the ‘Risk management and compliance’ chapter. |

#### 4.2.2 Responsible taxation

The principles that guide the Group’s tax practices are consistent

with its purpose and aligned with business strategy. The board of

directors approves our tax strategy and revises it regularly.

The Group’s tax risk management and control, which draws on our

internal control model, sets out the actions to follow our tax

strategy and the principles that underpin it.

We participate in cooperative compliance initiatives that tax

authorities run. Since 2010, we've adhered to the Spanish Code of

Good Tax Practices and the UK Code of Practice on Taxation for

Banks and, more recently, to the Portuguese Code of Good Tax

Practices in 2022. Since 2015, we've voluntarily submitted an

annual tax transparency report to Spain's tax authority.

The principles of Grupo Santander’s tax strategy must enable us to

make appropriate contributions according to the value creation in

each of the markets where we operate, as well as to comply with

local laws.

#### Core principles of Santander’s tax strategy

|  |
| --- |
|  |
|  |

• Meet our tax obligations based on a reasonable interpretation of

tax laws, grounded on their spirit and intention.

• Respect the rules on transfer pricing and pay taxes in each

market according to our operations, assumed risk, and profits.

• Not give tax advice or planning strategies when marketing and

selling financial products and services. Not engage in

transactions or activities that enable unlawful tax avoidance by

our customers.

• Disclose Santander's total tax contribution clearly, distinguishing

between taxes borne by the Group and by third parties in our

core markets.

• Not create, or acquire a stake in entities registered in countries or

territories considered 'non-cooperative jurisdictions' without

board approval; and properly monitor the Group's operations in

such territories.

|  |  |
| --- | --- |
|  |  |
|  | For more details on the Group’s tax strategy, see  santander.com. |

|  |
| --- |
|  |
|  |

The Group’s tax contribution and the key role that our subsidiaries

play in the effective application of  the tax systems of their

respective markets are a vital component of the Group’s

contribution to sustainable and inclusive growth.

70 People in special situations (non-exhaustive list): individuals living in extremely rural areas, those residing in care facilities or pensioners, people unable to manage their

financial affairs, gender expression, students and young people, individuals living in shelters or refuges, prisoners and those on parole, international students, economic

migrants, refugees, and isolated individuals.

Annual report 202595

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

In 2025, the Group paid EUR 22.1 billion in taxes, of which EUR 9.6

billion account for taxes we paid directly to the tax authorities

(46.3% of profit before taxes) and the rest in taxes collected from

our business operations with third parties.

The taxes the Group paid directly are part of the cash flow

statement and mainly correspond to the income tax paid in 2025

(EUR 5 billion at an effective rate of 24.0%).

There is usually a mismatch in the taxes we pay directly and those

recorded in the financial statements because the payment date set

by the laws of each country is often different to the accrual date of

the income or the transactions subject to tax. The income tax

expense recorded for the year amounts to EUR 5.1 billion, which

means an effective rate of 24.9% (see Note [27](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1111) to the consolidated

report).

|  |  |
| --- | --- |
|  |  |
|  | For more details on the Group's tax contribution, see  SN  [7.7 'Tax](#i6ecb2a0d58d04b53bfadfa2a833efaa7_262)  [contribution](#i6ecb2a0d58d04b53bfadfa2a833efaa7_262)'. |

4.2.3

#### Financial crime compliance (FCC)

Grupo Santander is firmly committed to the fight against financial

crime and compliance with financial crime prevention regulation in

every market where we operate.

Our Group board-approved and unit-ratified  Corporate financial

crime compliance (FCC) framework sets out the key principles for

preventing financial crime, which underpin these programmes: the

anti-money laundering and terrorism financing prevention

programme (CFT); the sanctions programme; and, since 2023, the

anti-bribery and anti-corruption programme (ABC). This framework

is available to all employees and interested third parties.

Moreover, we use information channels to raise awareness of the

importance of financial crime compliance. We reach out to all our

stakeholders through annual training programmes,

communications channels (corporate and unit Intranet sites),

awareness campaigns, internal newsletters and best practices so

that they can learn about and understand their responsibilities

across the Group’s entire operations.

We draw up the policies that build on this framework (including

customer due diligence — CDD — procedures)  according to

domestic and international financial crime regulation to manage

and mitigate the impacts and risks related to FCC and protect the

Group’s integrity in all our businesses and operations. We

constantly review and update our policies to remain consistent

with regulatory amendments and new and ever-changing external

threats.

Moreover, we have a common oversight methodology that enables

us to verify that all our operations comply with this framework

under the most demanding, standardized criteria that the

centralized and technical FCC function in our markets endorse. This

function also plays a crucial role in promoting FCC culture and

awareness to all Grupo Santander employees.

The central and unit-based Financial Crime Prevention teams

engage in constant dialogue with all the Group’s businesses and

functions to identify new risk types, overcome emerging

challenges to prevent those risks, and implement risk

management, control and mitigation best practice. Some of the

salient responsible banking topics to highlight are: People in

special situations, and People trafficking and exploitation and

environmental crime.

|  |  |
| --- | --- |
|  |  |
|  | For more details on our provisions, see  [Note 25](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1096)  of this report. |

#### People in special situations

Our FCC onboarding supports the Group’s ambition to help people

in special situations 70 get access to financial services and requires

business units to mitigate the potential financial crime risk related

to these groups, based on objective criteria and compliance with

FCC regulation.

Our mandatory FCC procedures (identification, risk segmentation

and due diligence) for people in special situations to access

banking services and the document updates we perform under our

FCC framework are free of bias and subject to strict compliance

with the law. Moreover, the Group has been and will continue to

run remote and in-person onboarding that gives equal access and

opportunity that best adapt to each customers’ circumstances.

#### People trafficking and exploitation and environmental

#### crime

Our customer risk assessment considers the risks stemming from

the sectors that our customers operate in. To categorize a sector,

we consider exposure to corrupt practices, people trafficking,

modern slavery, labour exploitation, child abuse and

environmental crime. We subject these sectors to further know-

your-customer due diligence to be absolutely sure of their level of

exposure or link to those types of practices. We also have

transaction control systems that enable us to detect irregular

movements that may come from or be related to such practices.

Grupo Santander plays an active role in public-private sector

initiatives and specialist forums where we provide financial crime

prevention knowledge, expertise and analysis. As a global bank

that offers a wide range of financial products and services, we have

a deep understanding of the risks related to our sector. We are

firmly committed to the integrity of the financial system and the

development of effective solutions to boost cooperation between

the public and private sectors in tackling complex and global

challenges.

#### Bribery and corruption

The Group reviewed and refined its ABC framework to strengthen

its practical application and ensure clear accountability within the

relevant functions, reinforcing a culture of integrity and

responsible conduct.

The Group conducts regular Risk and Control Self-Assessments

(RCSA) across all units to identify and evaluate residual financial

crime risks within the organization. This process assesses the

inherent risks of business activities — including those related to

money laundering, terrorist financing, bribery, corruption, and

others — and the suitability of the controls in place to mitigate

them.

71 The data reflect the Group’s aggregated annual metric 'Number of cases reported to the regulator or Suspicious Activity Reports (SARs)', where SARs refer to reports filed by a

Financial Institution to notify the authorities of transactions or activities that may be linked to money laundering, terrorist financing, or other financial crimes.

72 Investigations refer to the analysis carried out by the Second Line of Defence (2LoD) of sensitive or potentially suspicious activities that do not result in a report to the

authorities, as the analysis concludes that no further escalation is required (i.e. the activity is clarified and assessed as non-suspicious, or the authorities are already aware of

the event).

73 Reference is made in this Sustainability statement to judicial and administrative proceedings that have reached a conclusion during 2025 with a firm conviction, sanction or

fine against an entity of the Group and which are significant to the Group due to their materiality.

Annual report 202596

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

In 2025, the Group continued to strengthen its awareness and

training strategy through its Global Mandatory Training

Programme, which ensures consistent coverage of all Financial

Crime Compliance (FCC) risk areas, including (ABC). This

programme combines foundational training for all employees with

tailored sessions for specific functions and risk profiles.

Additionally, the members of the board of directors also receive

specialised training in this area.

Training remains a key performance indicator of the Group’s

commitment to mitigating bribery, corruption, and other financial

crime risks, ensuring that all employees—across the first, second,

and third lines of defence—understand their roles and

responsibilities in managing FCC.

As one of our KPIs, the number of employees we train in the Group

highlights our firm commitment to mitigating bribery, corruption

and other FCC risks. This covers all risk takers functions. In

particular:

◦ 146,586 employees trained in FCC.

|  |  |
| --- | --- |
|  |  |
|  | For more details  on this topic, see section [4.4 'Our suppliers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_211) . |

Detecting and managing FCC incidents

In 2025, the Group maintained a robust system for detecting,

investigating, and managing financial crime incidents, in full

compliance with applicable FCC laws and regulations. Financial

Intelligence Units (FIUs) across all markets continued to identify,

assess, and report suspicious transactions — including those with

potential indicators of bribery or corruption — to the competent

authorities.

This system is supported by clearly defined internal controls,

independent investigation mechanisms, and governance structures

designed to ensure impartial and effective incident management.

The outcomes of investigations are regularly reported to the

Group’s management and oversight bodies to ensure transparency

and accountability.

Highlights of key detection activities and cooperation with

authorities’ in 2025 include:

• 311,613 disclosures to authorities 71

• 503,838 investigations conducted 72

Moreover, our whistleblowing channel, which we manage

according to the General Code of Conduct and Canal Abierto policy,

is where individuals can report violations of laws and internal

compliance regulations related to the fight against financial crime

(FCC).

In accordance with the established criteria 73, and consistent with

2024, no convictions, fines or sanctions were received in this

reporting period for corruption or anti-bribery matters, nor for anti-

money laundering and countering the financing of terrorism (AML/

CFT), that are considered material in the context of the Group’s

activities.

#### 4.3 Ethical channels

In this section we cover how Santander manages these IROs:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | I+ | Protection of the confidentiality of users of the bank’s  ethical channel and have an effective reporting system  in place that follows robust principles and procedures. |  |
|  |  |  |  |
|  | I- | Negative impact on the environment or broader society  by failing to implement measures to resolve incidents  through complaints or reporting channels or due to a  lack of continuous improvement actions. |  |
|  |  |  |  |

4.3.1 Canal Abierto

Canal Abierto  is an anonymous and confidential Grupo Santander

channel to report alleged unethical conduct. It protects

whistleblowers by expressly prohibiting reprisals or any negative

consequence against them. Every unit in the Group administers its

own ethical channel according to the common standards set out in

the Canal Abierto  policy.

Minimum standards applicable to all channels include

communication to employees of the importance of using the

channel; information on how incidents have been handled and

lessons learned; easy access to the channel and anonymity (if

desired); external providers to receive reports according to best

practice; mechanisms to manage conflicts of interest in internal

investigations of reports; and regular internal audits.

The board of directors approved the Canal Abierto policy and the

related use and operation procedure, and designated the Chief

Compliance Officer to oversee Canal Abierto of Banco Santander.

These policies and procedures are available to Group employees

and stakeholders on our corporate website and the Canal Abierto

platform.

Canal Abierto  is available to employees on Santander Now

(Intranet) and to other persons legally entitled as provided by law

through our corporate website and the Canal Abierto platform.

Canal Abierto receives reports that cover conduct issues related to:

→ unlawful acts at the workplace;

→ irregularities or breaches of the General Code of Conduct (GCC)

and its implementing regulation that may be subject to

disciplinary action;

74 It refers to environmental, social, including human rights, and governance issues. These topics are listed in the EU Corporate Sustainability Reporting Directive (CSRD)

2022/2464 and its implementing legislation in Spain.

75 Reference is made in this Sustainability statement to judicial and administrative proceedings that have reached a conclusion during 2025 with a firm conviction, sanction or

fine against an entity of the Group and which are significant to the Group due to their materiality.

Annual report 202597

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

→ improper accounting or auditing practices, internal control or

influence on external auditors (Sarbanes-Oxley Act);

→ breaches of securities market regulations,

→ irregularities related to sustainability matters, 74

→ infringements of anti-money laundering and terrorist financing

regulations, internal procedures to ensure compliance with

them, or bribery and corruption;

→ conduct that may involve an act that infringes the law or any

other regulation and, in particular, a serious or very serious

criminal or administrative offence or infringement of European

Union law; and

→ acts or conduct that go against the Group’s corporate

behaviours.

Santander handle reports received through Canal Abierto in a

diligent, independent and objective manner for the benefit of the

parties involved. The following criteria, which we set out in the

Group’s Canal Abierto policy, reflect that pledge:

→ Appropriate handling of the reports received, notwithstanding

their possible rejection should they fall under any of the cases

provided for in internal regulations or if it is considered that

there are no grounds for a case.

→ 60-day processing time, which could be extended by up to 30

days for cases that are considered especially complex.

→ Conflict of interest management during the investigation of

cases, in which anyone who may have a conflict of interest with

the persons involved in the matter will refrain from taking part.

The usage and operation procedure details the teams tasked

with investigating each case in relation to the type of report.

→ The prohibition of reprisals against employees or other

stakeholders who report, in good faith, breaches of internal or

external regulations or conduct that does not align with our

corporate behaviours, for having merely accessed an ethical

channel.

Every year, our employees undertake a mandatory training course

on the General Code of Conduct (GCC) that includes a module on

the importance of using Canal Abierto.

Moreover, we raise awareness of Canal Abierto among our

employees on the handling of the reports received, the channel’s

features, when to use it, and other information.

Every year, the compliance function prepares a report for the risk

supervision, regulation and compliance committee and the audit

committee to informing their members about the activity of the

Group’s channels, key statistics, and other matters related to Canal

Abierto. With the aim of providing a holistic view of incidents

related to the GCC, this report has been enhanced by including

more granularity and transparency of the information including

data of incidents related to the GCC coming from other sources

different than Canal Abierto as well as breakdown of cases by

Global Businesses.

We collect data on the Group’s ethical channels every quarter in

relation to the number and type of reports received, and the

measures taken.

An external auditor reviews those data regularly to ensure their

traceability and integrity.

In 2025, we received 4,507 reports, including 362 from third

parties (307 from customers and 55 from vendors).

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Canal Abierto | | |
|  | 2025 | 2024 |
| Reports received | 4,507 | 4,437 |
| reports received over total headcount | 2% | 2% |
| Categories of received reports |  |  |
| Breaches to the Code of ConductA | 2,432 | 2,286 |
| HarassmentB | 975 | 1,094 |
| Equality and fair treatment | 140 | 132 |
| Breaches to corporate behaviours and labour  regulationsC | 1,839 | 1,754 |
| Other typesD | 236 | 397 |
|  | |  |
| Dismissals | 480 | 393 |
| Dismissals over total headcount | 0.2% | 0.2% |

A. Includes but is not limited to harassment, equality and fair treatment, conflicts

of interest and activities outside the Group, privacy, information security and

confidentiality of information, marketing of products and services and internal

fraud, among others.

B. Harassment, according to CSRD, is defined as a situation where unwanted

conduct related to a protected ground of discrimination (for example, gender

under Directive 2006/54/EC of the European Parliament and of the Council (15),

or workplace harassment, among others) occurs with the purpose or effect of

violating the dignity of a person, and of creating an intimidating, hostile,

degrading, humiliating or offensive environment.

C. Includes reports relative to breach of corporate behaviors, labour regulations

and serious acts of disrespect.

D. Includes unclassified cases and categories below de minimis thresholds

(including external fraud and internal policy breaches).

As in 2024, the Group has no record of any judicial proceedings

initiated by employees or their representatives in relation to

incidents of discrimination or breaches of fundamental rights, nor

of any employee-related cases referring to serious human rights

incidents that would be considered material to the Group. 75

76 Applicable in accordance with local regulations.

77 6% more than in 2024.

78 Main companies of the Group in: Argentina, Brazil, Chile, Colombia, Germany, Mexico, Portugal, Poland, Peru, Spain, United Kingdom, United States and Uruguay, and other

geographies in which Digital Consumer Bank operates such as Italy and Nordics.

79 At year-end 2024, it was 15 days.

80 In line with the applicable methodological criteria defined by the Group, the average payment period has been calculated on the basis of invoices actually paid during the

year. At year-end 2024, it was 81%

81 Reference is made in this Sustainability statement to judicial and administrative proceedings related to non-payment to suppliers which are ongoing at year-end 2025 and

are relevant to the Group due to their materiality.

Annual report 202598

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#### 4.4 Our suppliers

In this section we cover how Santander manages these IROs:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  |  |
|  | I+ | Promotion of responsible practices among vendors;  engage with them, assess their ESG performance and  give them recommendations and tools to improve. |  |
|  |  |  |  |
|  | R | Potential risk from failing to ensure the operational  resilience of the value chain by assessing vendors’  solvency, reputation and compliance with the law. |  |
|  |  |  |  |

4.4.1

#### Acting responsibly towards suppliers

Our outsourcing and third-party management model and

outsourcing strategy policy (which apply in all our markets) provide

a methodology for our suppliers to comply with the Group’s

minimum standards and with regulation to avoid risks that stem

from substandard operational resilience, solvency, reputational

control and regulatory compliance.

Moreover, to promote responsible practices in our supply chain, we

have a supplier ESG certification methodology 76  that aims to

identify the suppliers that pose the greatest risk in terms of

sustainability. This methodology also helps us determine which

controls to adopt according to the risk identified.

#### Sustainability in procurement

The Group’s ESG supplier assessment methodology enables us to

give our suppliers a final ESG risk classification as low, medium or

high by adjusting the pre-classification with a survey that considers

other factors such as country risk, number of employees, and

company-specific environmental traits.

As at 2025 year-end, we had assessed 876 suppliers identified with

ESG risk. This assessment includes such ESG aspects as carbon

footprint calculation, inclusion in terms of gender and people with

disabilities, flexi-working, minimum wage and good governance

practices, codes of conduct and anti-corruption policies, human and

labour rights recognition, and other elements set out in

international standards such as the United Nations Global

Compact.

Based on certification outcomes and where required, we

supplement supplier assessments with remediation plans to

ensure compliance with internal standards and applicable

regulations.

#### Other key aspects

• The Group has a corporate tool to enhance and standardize the

certification of higher risk suppliers in all our core markets as

well as to review key risks such as cybersecurity, business

continuity, physical security, facilities and data protection, anti-

bribery and corruption and other additional risks.

• We have made headway in embedding ESG standards in

procurement negotiations and ESG risk assessments in line with

the existing methodology, which continues to evolve to reflect

regulatory changes and practical experience.

• We’re working to extend our ethical channels for suppliers to the

rest of our core markets.

#### 4.4.2 Supplier payments practices

EUR 12.3  billion paid to suppliers 77. 92% are local and account for

90% 78 of total procurement volume.

The Group fully complies with the maximum payment terms

prescribed by law. The current average payment period in the

Group is 16 days 79 and 82% of invoices were paid by the

deadline 80. In 2025, as in previous years, no significant differences

were identified in payment terms across the existing supplier

categories.

Likewise, as in 2024, the Group has no record of any judicial or

administrative proceedings related to non-payment to suppliers

that would be considered material to the Group. 81

Annual report 202599

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#### Sustainability notes

SN 1. Introduction, basis of the consolidated sustainability statement

#### and other information

#### a) Introduction

This report is the  'Consolidated non-financial information

statement and sustainability information'  of Banco Santander, S.A.

and its subsidiaries'. It provides detailed information in compliance

with Directive (EU) 2022/2464, with regard to the presentation of

information on sustainability by companies, prepared in

accordance with the European Sustainability Reporting Standards

(ESRS) framework, comprising Commission Delegated Regulation

(EU) 2023/2772 and Commission Delegated Regulation (EU)

2025/1416, and in compliance with Law 11/2018, which amends

Article 49 of the Commercial Code, and the Regulation on European

Taxonomy (Regulation (EU) 2020/852 and Commission Delegated

Regulations 2021/2139 and 2021/2178 as amended by Delegated

Regulations (EU) 2022/1214, 2023/2485, 2023/2486 and

2026/73). Likewise, the information included in the section '[2](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)

[Climate, our transition plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)' allows the Group to address the

requirements of Law 7/2021 on climate change and Royal Decree

214/2025 of the Spanish legal system.

In relation to the information on the EU Taxonomy (including the

Green Asset Ratio – GAR), and in accordance with the transitional

regime set out in Commission Delegated Regulation (EU) 2026/73,

the Group has opted to defer the application of the new templates

until 2026, and therefore, for financial year 2025, it has continued

to use the templates and disclosure requirements in force as at 31

December 2025.

The Sustainability statement forms part of the consolidated

directors’ report of Santander Group and the board of directors

approved it on 25 February 2024.

#### b) Scope of information

The scope of this document covers the core activities of the Group

and its subsidiaries from 1 January to 31 December 2024 and is

prepared following the same consolidated basis (principles,

accounting policies and criteria) as the financial statements and

with the criteria differences set out in this table:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Topics |  | Scope of information |
|  | | |
| Climate, our transition plan (Environmental information) | | |
| Supporting our customers in the green transition | | |
| Green finance |  | Corporate & Investment Banking. |
| Financing of electric vehicles |  | Digital Consumer Bank auto loan portfolio. |
| Purchase of cards made of  sustainable materials |  | Main companies of the Group in: Argentina, Brazil, Chile, México, Poland, Portugal, Spain, United  Kingdom and Uruguay. |
| Embedding ESG in risk management | | |
| Portfolio exposure to climatic  sectors |  | Full Group scope. |
| Equator Principles |  | Corporate & Investment Banking. |
| Aiming to align our activity with the Paris Agreement Goals | | |
| Climate alignment |  | Corporate & Investment Banking for thermal coal, power generation, oil & gas, aviation, steel and  auto manufacturing portfolios. Digital Consumer Bank for the auto loan portfolio. Commercial  banking perimeter of Brazil for the agro portfolio (only soy, corn and beef cattle). And perimeter  of commercial banking in Spain, United Kingdom and Portugal for the portfolio of residential  mortgages and real estate. |
| Environmental footprint |  | Full Group scope. Except for the calculation of Scope 3 emissions (categories 1, 2, 4 and 9) for  which the information of main companies of the Group in: Argentina, Brazil, Chile, Colombia,  Germany, Mexico, Portugal, Poland, Peru, Spain, United Kingdom, United States and Uruguay, and  other geographies in which Digital Consumer Bank operates such as Italy. |
| EU Taxonomy | | |
| Green Asset Ratio (GAR) |  | Scope based on the prudential consolidated group, in accordance with the Commission Delegated  Regulation (EU) 2021/2178. |
| Supporting employees, communities and customers (social information) | | |
| Acting responsibly towards our employees | | |
| Headcount |  | Full Group scope. |

Annual report 2025100

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|  |  |  |
| --- | --- | --- |
|  |  |  |
| Remuneration |  | Full Group scope. |
| Training |  | Full Group scope. |
| Employee engagement survey |  | Full Group scope. |
| Communities sustainable development | | |
| SRI AuMs |  | Wealth Management & Insurance: SAM and Private Banking. |
| Support for higher education,  employability and entrepreneurship |  | Main companies of the Group in: Argentina, Brazil, Chile, Germany, Mexico, Poland, Portugal,  Spain, United Kingdom, United States and Uruguay, as well as Foundations associated with the  Group. |
| Other community support  programmes |  | Main Group companies in: Argentina, Brazil, Chile, Colombia, Mexico, Perú, Poland, Portugal,  Spain, United Kingdom, United States, Uruguay and the rest of the countries in which Digital  Consumer Bank operates, as well as Foundations associated with the Group. |
| Acting responsibly towards customers | | |
| Customers, offices and channels |  | Full Group scope. For digital customers, Openbank Mexico is excluded. |
| NPS (customer satisfaction) |  | Main Group companies in: Argentina, Brazil, Chile, Spain, United States, Mexico, Poland, Portugal,  United Kingdom and Uruguay. |
| Customer complaints |  | All Group entities (>1% of reported claims volume in 2025). |
| Financial health and inclusion |  | Main companies of the Group in: Argentina, Brazil, Chile, Colombia, Mexico, Peru, Poland,  Portugal, Spain, United Kingdom, United States, Uruguay and the rest of the countries in which  Digital Consumer Bank operates. |
| Business conduct (governance information) | | |
| Corporate governance | | |
| Corporate governance |  | Banco Santander, S.A. |
| Communications with shareholders  and investors |  | Banco Santander, S.A. |
| Ethical conduct | | |
| Mandatory training on the GCC |  | Full Group scope. |
| Tax contribution |  | Full Group scope. |
| Financial crime compliance |  | Main Group companies with FCC obliged parties within the perimeter of Group Financial Crime  Compliance. |
| Litigation and penalties |  | Full Group scope. |
| Ethical channels | | |
| Ethical channel |  | Group companies in Argentina, Brazil, Chile, Spain, Mexico, Poland, Portugal, United Kingdom,  United States, Uruguay, Colombia, Peru, Switzerland, Bahamas, and subsidiaries and branches of  CIB, Consumer, PagoNxt and Wealth. |
| Acting responsibly towards suppliers | | |
| Payments to suppliers |  | Main companies of the Group in: Argentina, Brazil, Chile, Colombia, Germany, Mexico, Portugal,  Poland, Peru, Spain, United Kingdom, United States and Uruguay, and other geographies in which  Digital Consumer Bank operates such as Italy and Nordics. |
| Evaluated suppliers identified with  ESG risk |  | Main companies of the Group in: Argentina, Brazil, Chile, Colombia, Germany, Mexico, Portugal,  Peru, Spain, United Kingdom and Uruguay, and other geographies in which Digital Consumer  Bank operates such as Italy. |

Information relating to Santander Bank Polska, S.A. and its

subsidiaries (Santander Polska)—whose sale was completed on 9

January 2026—is presented in this sustainability statement on a

combined basis with the other entities within Grupo Santander’s

reporting perimeter, unlike in the financial statements, where  the

Group has reclassified the assets of Santander Polska and TFI in the

consolidated balance sheet as of 31 December 2025, to the

heading 'Non-current assets held for sale', and their liabilities to

the heading 'Liabilities associated with non-current assets held for

sale' (see note [3.b)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1000) of financial statements).  Where its contribution

to the Group total is material, we will include, for information

purposes, a footnote with Santander Polska specific figures.

Significant changes in criteria with respect to the 2024

Sustainability Report are reflected in the corresponding section of

this chapter, and generally in section h) of this note.

For a list of subsidiaries included in the consolidation that are

exempt from individual or consolidated sustainability reporting

pursuant to article 19a or 29a(8) of Directive 2013/34/EU, see

[Annex 1. Subsidiaries of Banco Santander, S.A.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1309) in the ‘Audit report

and consolidated annual accounts'. Of this list, the following

companies are required to report sustainability information under

CSRD:

• Santander Consumer Bank AS (in Norway)

• Stellantis Banque France (in France)

Additionally, Santander Consumer Bank Spólka Akcyjna (Poland)

also meets the requirements to be subject to the obligation to

prepare a sustainability statement; however, the transposition of

the CSRD in Poland provides an exemption for subsidiary

82 Resources that develop and/or help create products and enable us to operate as a bank (e.g. employees; capital; buildings, offices and other physical infrastructure;

technology; and others).

Annual report 2025101

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undertakings that are already included in their parent group’s

consolidated sustainability statement.

Other companies that meet the requirements established by the

standard but are located in countries where the Directive has not

been transposed are not considered obliged to report under the

CSRD.

Moreover, the Group has not applied the exemption in relation to

the breakdown of information on upcoming events or matters

under negotiation.

From 1 January 2025 to the date on which we prepared this

Consolidated non-Financial Information Statement, there were no

additional events that could have a significant impact on the

information set out in this report other than those described in the

consolidated annual accounts.

For more details, see Notes [1](#i6ecb2a0d58d04b53bfadfa2a833efaa7_949) , [2](#i6ecb2a0d58d04b53bfadfa2a833efaa7_970), [3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_991)  and [53](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1240) to the consolidated

report and sections [3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_664) and [4](#i6ecb2a0d58d04b53bfadfa2a833efaa7_691) of the ‘Economic and financial review’

chapter.

#### c) Value chain

Banco Santander has a defined value chain that identifies all the

actors involved in it. It considers the entire consolidation scope set

out in the bank’s annual report. This chart illustrates our value

chain. It is split into three main groups (upstream, own operations

and downstream) and shows the actors in each one:

![CadenadeValorENG.jpg]()

To define the value chain, the Group considered the indications of

Regulation 2022/2464 (paragraph 33); Delegated Regulation

2023/2772 (ESRS 1); and the EFRAG (European Financial Reporting

Advisory Group) Value Chain Implementation Guidance.

These are the definitions we used:

Upstream: Set of activities or p rocesses carried out by companies

that are part of the bank’s upstream phases and that provide the

inputs 82 that we use for the development and marketing of

products and services. This includes companies with which the

bank has a direct and indirect commercial relationship.

• Financial institutions: Monetary institution and public entity

responsible for setting monetary policy that will impact on

Banco Santander; regulating currency circulation; supervising

the interbank market in which the bank operates; and providing

liquidity, where required, for solvency purposes. For instance,

the European Central Bank, Banco de España, Bundesbank,

Narodowy Bank Polski, etc.

• Product and service providers: Companies that provide

products and services that are subsequently marketed in later

phases of the bank’s value chain or that the bank uses to carry

out its operations. For instance, insurance companies (e.g.

suppliers of products that are marketed in the bank’s

downstream phase), technology providers, external audit and

consulting service providers, materials suppliers and office

landlords.

The Group continuously oversees the correct management and

maintenance of its supplies to offer a high value added service to

customers and to guarantee business continuity.

Own operations : Activities that the bank’s functional areas and

employees carry out in our markets and subsidiaries.

• Assets : Assets and properties that the bank owns. For instance,

tangible assets such as offices.

• Geographies: Places where the bank and its subsidiaries carry

out their operations. For instance, Brazil, Spain, United States,

the United Kingdom, and Mexico.

• Cross-cutting areas/functions: Departments and areas within

the bank whose function is to manage and develop the bank’s

operations. For instance, Compliance, Risk, Strategy, Human

Resources, Procurement.

83 See sections [2.4.5 Our Environmental footprint](#i6ecb2a0d58d04b53bfadfa2a833efaa7_142) ,  [3.1.1 Talent and Skills Development](#i6ecb2a0d58d04b53bfadfa2a833efaa7_160)  and  [3.2.4 Community Support](#i6ecb2a0d58d04b53bfadfa2a833efaa7_184)  for this chapter; and notes  [46](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1189) and  [47](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1204)  of the Annual

Accounts.

Annual report 2025102

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Downstream: Commercial relationships and the products and

services that the bank sells to meet the needs of its customers and

end users.

• Retail and Commercial Banking: focuses on meeting financial

needs and offering a variety of products and services that are

accessible and tailored to specific customer requirements. It

integrates the retail banking business and commercial banking

(individuals, SMEs and corporates), except private banking

clients and business originated in the consumer finance and the

cards businesses. For instance, savings accounts, mortgages,

credit cards and financial services for SMEs.

• Digital Consumer Bank:  aims to convert single product

customers into complete banking customers through other

products. This business comprises all business originated in the

consumer finance companies, plus Openbank, Open Digital

Services (ODS) and SBNA Consumer. For instance, auto loans

and consumer loans.

• Corporate & Investment Banking (CIB): offers products and

services on a global scale to corporate and institutional

customers, and collaborates with other global businesses to

better serve our broad customer base. It includes Global

Transaction Banking, Global Banking (Global Debt Financing

and Corporate Finance) and Global Markets. For instance,

advice on mergers and acquisitions (M&A), corporate finance,

investment banking, asset management and risk management.

• Wealth Management & Insurance (Wealth): provides

specialized financial services to high net worth customers and

those seeking to protect their assets through insurance. It

includes the corporate unit of Private Banking and International

Private Banking in Miami and Switzerland (Santander Private

Banking), the asset management business (Santander Asset

Management), the insurance business (Santander Insurance)

and the unit that manages the investment platforms and

stakes that complement Wealth's traditional business (the new

vertical, Portfolio Investments).

• Payments: comprises the Group's digital payments solutions,

providing global technological solutions for our banks and new

customers in the open market. It is structured in two

businesses: PagoNxt (Getnet, Ebury and PagoNxt Payments)

and Cards (cards platform and business in the countries where

we operate).

• Joint ventures, associates and other investments: Entities that

are not globally integrated in the annual accounts but in which

the Group has decision-making capacity over their operating

activities that have not been previously considered in the value

chain.

• Retailers: Sales channels for companies in the final phases of

the value chain that, through their own commercial network,

are responsible for selling the bank’s products and services to

their customers. For instance, car dealerships.

#### d) Information not disclosed

In response to the request set out below, the Group has disclosed

partial information. It is not possible to make further disclosure

because it is confidential and sensitive information on the Group's

strategy

• ESRS 2. Minimum Disclosure Requirement - Actions MDR-A -

Actions and resources in relation to material sustainability

matters. Paragraph 69 regarding disclosure of operating

expenses (OpEx) or capital expenditure (CapEx) allocated to

action plans.

The Group discloses certain metrics such as staff costs (wages

and salaries, social security contributions, provisions and

contributions to pension funds, and other personnel expenses),

energy efficiency initiatives and investment in community

support, found in the corresponding sections of this report and

our annual accounts. 83

There is no other classified or sensitive information, or information

relating to intellectual property, know-how or innovation results,

that the Group has not included in the report.

#### e) Time horizons

In preparing this Sustainability statement (including the analysis of

double materiality), we used the following time horizons:

• One year for the short term (this is the standard time horizon for

the short term in the Group).

• One to five years for the medium term (financial planning).

• More than five years for the long term (strategic plan).

These horizons coincide with those provided for by the ESRS

standards. We expressly indicate the different time horizons we

use for processes or metrics described in this report.

#### f) Significant estimates and assumptions

The Group discloses metrics that incorporate value chain

information, which includes both direct data sources (from

customers or investees) and estimated data from third-party data

providers or sector averages. In some instances, these estimates

draw on factors that the Group is unable to influence and that may

have a significant impact on the information disclosed.

The most significant estimates and assumptions relate to the

Group’s disclosure of GHG emissions, the measurement of which is

subject to considerable uncertainty due to methodology and data

limitations, including reliance on third-party data. Our analysis and

climate target-setting uses estimates based on the recognized

frameworks available at the time. As methods and data evolve, our

data sources and figures may become outdated, and updates to

methodologies and assumptions could lead to different

conclusions. Thus, greenhouse gas emission factors are expected

to increase once data becomes available and the corresponding

companies are included in the calculations.

Climate-related targets, actions and initiatives require forward-

looking parameters and long-term horizons. Our forward-looking

statements reflect our current view of future events and are based

on expectations, projections and estimations. These involve

significant uncertainty and risk due to such factors as scientific

developments, methodology developments, standards variation,

future market conditions and technological advances (which vary

across industries), as well as challenges in data availability and

Annual report 2025103

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

accuracy and regulatory changes. These assessments must evolve

and should not be considered reliable indicators of future

performance.

We expect improvements in data quality, coverage and availability

in the coming years, driven by increased sustainability information

reporting and disclosure obligations and other elements. We also

expect new guidance, industry standards and scientific research in

this area. For that reason, Grupo Santander reserves the right to

review and update its targets, methodologies and approach

regularly and as necessary.

The disclosure of EU Taxonomy reporting is also subject to

uncertainty over data quality and the use of third-party data. For

more details, see section [NS 5. EU Taxonomy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_235) of this Sustainability

Statement.

g) Comparative information, changes in the preparation or

#### presentation of sustainability information

In 2025; we refined our climate-alignment approach to better

reflect the realities of the markets and regions where we operate,

and to incorporate the latest scientific evidence as well as the

economic and regulatory contexts relevant to our activity.

• Portfolio alignment. We updated our sectoral alignment targets,

introducing target ranges that use a weighted average of the

International Energy Agency (IEA) regional scenarios to reflect

our geographic footprint.

In the oil & gas sector, we also updated our methodology,

moving from absolute financed emissions to two intensity-based

metrics: (i) an alignment target for operational emissions

intensity (Scopes 1+2) and (ii) monitoring of the primary energy

index (see further detail below).

• Portfolio monitoring.

• We began tracking the primary energy index, which reflects the

carbon intensity of our global energy supply portfolio.

• Aviation moves from target to monitoring given its declining

portfolio alignment materiality and the strong dependence on

policy and technological developments.

• The mortgage and commercial real estate portfolios now also

include Portugal (2024).

• Santander Brasil’s agriculture portfolio, from 2024 and based

on materiality criteria, includes only soy, corn and beef cattle.

The 2023 figure has been recalculated to ensure comparability.

For further information, see sections ‘[2.4 Aiming to align our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127)

[activity with the Paris Agreement Goals](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127)’ and ‘[NS 4. Climate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232)

[transition plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232)’.

Additionally, we evolved the taxonomy used to classify the

community support and people and organisations supported

through local community support initiatives. Therefore, the

breakdowns by typologies for 2025 are not comparable with the

information reported in 2024. The Group-level total, however, is

comparable. For further information, see section ‘[NS 7.6](#i6ecb2a0d58d04b53bfadfa2a833efaa7_259)

[Community support](#i6ecb2a0d58d04b53bfadfa2a833efaa7_259)’.

Regarding information disclosed in previous periods, the Group

identified an interpretation error in Brazil in applying the corporate

methodology and calculation criteria for the Scope 1 greenhouse

gas (GHG) emissions metric, which has a significant impact on the

Group’s 2024 consolidated figure. After consistently applying the

corporate methodology, 2024 Scope 1 emissions increase from

35,503 tCO₂e to 40,670 tCO₂e, equivalent to a 14.6% increase for

this scope, which is also reflected in the Group’s total emissions.

For further information, see section ‘[NS 7.1 Green transition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244)’ (Table

3. Gross GHG emissions Scopes 1, 2 and 3 and total GHG

emissions).

#### h) Incorporation by reference

This report includes all the information necessary to comply with

the requirements established in the ESRS, except in those cases in

which such information is already included in the Group's audit

report and consolidated annual accounts. In these cases, which are

detailed below, the disclosure will be made by reference to that

report.

• ESRS 2 - Disclosure requirement BP-1, paragraph 5.b).ii.

Reference is made to [Appendix I](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1309) of the Group's consolidated

annual accounts and audit report for the list of subsidiaries of

Banco Santander, S.A.

• ESRS 2 - Disclosure Requirement SBM-3, paragraph 48.d).

Reference is made to note [25.e)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1105) of the Group's consolidated

annual accounts and audit report to complete the information

relating to the financial effects derived from the amount of

convictions or penalties. As well as to note [54](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1243), which provides a

breakdown of climate risk management.

• ESRS 2. Minimum Disclosure Requirement - Actions MDR-A -

Actions and resources in relation to material sustainability

matters. Paragraph 69 regarding disclosure of operating

expenses (OpEx) or CapEx allocated to action plans. Reference is

made to notes [46](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1189) and [47](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1204) of the Group's audit report and

consolidated annual accounts for more details on the connection

of sustainability information with annual accounts information.

• ESRS 2 - Minimum Disclosure Requirement - MDR-M parameters,

in relation to the positive impact of 'Act responsibly and consider

investors’ interests and the impact on employees, broader

society and the environment; pay taxes to support the

distribution of wealth'. Reference is made to note [27](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1111) of the

Group's audit report and consolidated annual accounts for more

details on the Group's tax information.

• ESRS S1 - Disclosure Requirement S1-17, paragraphs 103(c),

104(b) and AR 105. Reference is made to note [25.e)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1105) of the

Group's annual report and Consolidated Financial Statements to

complete the disclosures regarding serious human rights

incidents involving the company's personnel.

• ESRS S3 - Disclosure Requirements S3-1, paragraph 17 and AR

12; and S3-4, paragraph 36. Reference is made to note [25.e)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1105) of

the Group's Consolidated annual report and Accounts for

supplementary information on serious human rights incidents

relating to affected groups.

• ESRS S4 - Disclosure Requirements S4-4, paragraph 35.

Reference is made to note [25.e)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1105) of the Group's Consolidated

annual report and Accounts for supplementary information on

serious human rights incidents relating to consumers or end-

users.

• ESRS G1- G1-4, paragraphs 24.a) and 25.d). Reference is made to

note [25.e)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1105) of the Group's annual report and Consolidated

Annual report 2025104

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Financial Statements to complete the information regarding

convictions and fines for breaches of anti-corruption and anti-

bribery laws.

Sustainability note [11. 'Directive (EU) 2022/2464 content index](#i6ecb2a0d58d04b53bfadfa2a833efaa7_274)'

provides the sections of this report and of the Group's annual

report and Consolidated Financial Statements where the

information that responds to each of the requirements defined by

the ESRS can be found.

#### i) Use of phase-in provisions in accordance with Appendix

#### C of ESRS 1

The following table details those requirements for which Grupo

Santander has opted to continue not disclosing in accordance with

the Commission's delegated regulation (EU) 2025/1416, which

amends the previous Delegated Regulation (EU) 2023/2772.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Disclosure requirements not reported due to phase-in  provisions (ESRS 1 Appendix C) | | |
| ESRS | Disclosure  requirement | Description |
| ESRS 2 | SBM-1, paragraph 40,  b( and c) | Total revenue/Revenue by  significant ESRS Sectors |
| ESRS 2 | SBM-3, paragraph 48  e) | Potential financial effects |
| ESRS E1 | E1-9 | Potential financial effects from  material physical and transition  risks and potential climate-  related opportunities |
| ESRS S1 | S1-7 | Characteristics of non-employee  workers in the undertaking’s  own workforce |
| ESRS S1 | S1-14 | Health and safety: information  on non-employee workers |
| ESRS S1 | S1-15 | Work-life balance |

Annual report 2025105

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### List of datapoints in cross-cutting and topical standards that derive from other EU legislation

The table below illustrates the data points covered by ESRS 2 and the thematic ESRS derived from other EU legislation. For

each data point, in the last column, it is indicated whether or not it is material and if it is, where in the report the information

is located.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Disclosure  Requirement  and related datapoint | SFDR (1) reference | Pillar 3 (2) reference | Benchmark  Regulation  (3)  reference | EU Climate Law  (4)  reference | Materiality of the data  point and location in  the report |
| ESRS 2 GOV-1  Board's gender  diversity paragraph 21  (d) | Indicator number 13 of  Table #1 of Annex 1 |  | Commission Delegated  Regulation (EU)  2020/1816 (5),  Annex II |  | Sustainability notes.  [SN2. Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223) |
| ESRS 2 GOV-1  Percentage of board  members who are  independent  paragraph 21 (e) |  |  | Delegated Regulation  (EU) 2020/1816,  Annex II |  | Sustainability notes.  [SN2. Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223) |
| ESRS 2 GOV-4  Statement on due  diligence paragraph 30 | Indicator number 10  Table #3 of Annex 1 |  |  |  | [1. Sustainability at](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58)  [Santander](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58)  [1.4 Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_70)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_70)  (1.4.2 Human rights  due diligence) |
| ESRS 2 SBM-1  Involvement in  activities related to  fossil fuel activities  paragraph 40 (d) i | Indicators number 4  Table #1 of Annex 1 | Article 449a  Regulation (EU) No  575/2013;  Commission  Implementing  Regulation  (EU) 2022/2453 (6)  Table 1: Qualitative  information on  Environmental risk and  Table 2: Qualitative  information on Social  risk | Delegated Regulation  (EU) 2020/1816,  Annex II |  | Sustainability notes.  [SN 11. Commission](#i6ecb2a0d58d04b53bfadfa2a833efaa7_274)  [Delegated Regulation](#i6ecb2a0d58d04b53bfadfa2a833efaa7_274)  [(EU) 2023/2772 on](#i6ecb2a0d58d04b53bfadfa2a833efaa7_274)  [sustainability reporting](#i6ecb2a0d58d04b53bfadfa2a833efaa7_274)  [standards content](#i6ecb2a0d58d04b53bfadfa2a833efaa7_274)  [index](#i6ecb2a0d58d04b53bfadfa2a833efaa7_274)  (SBM-1 – Strategy,  business model and  value chain) |
| ESRS 2 SBM-1  Involvement in  activities related to  chemical production  paragraph 40 (d) ii | Indicator number 9  Table #2 of Annex 1 |  | Delegated Regulation  (EU) 2020/1816,  Annex II |  | Not material |
| ESRS 2 SBM-1  Involvement in  activities related to  controversial weapons  paragraph 40 (d) iii | Indicator number 14  Table #1 of Annex 1 |  | Delegated Regulation  (EU) 2020/1818 (7),  Article 12(1) Delegated  Regulation (EU)  2020/1816,  Annex II |  | Not material |
| ESRS 2 SBM-1  Involvement in  activities related to  cultivation and  production of tobacco  paragraph 40 (d) iv |  |  | Delegated Regulation  (EU) 2020/1818,  Article 12(1) Delegated  Regulation (EU)  2020/1816,  Annex II |  | Not material |
| ESRS E1-1  Transition plan to  reach climate  neutrality by 2050  paragraph 14 |  |  |  | Regulation  (EU) 2021/1119,  Article 2(1) | [2. Climate transition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)  [plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)  Sustainability notes.  [SN 4. Climate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232)  [transition plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232) |
| ESRS E1-1  Undertakings excluded  from Paris-aligned  Benchmarks paragraph  16 (g) |  | Article 449a  Regulation (EU) No  575/2013;  Commission  Implementing  Regulation  (EU) 2022/2453  Template 1: Banking  book-Climate Change  transition risk: Credit  quality of exposures by  sector, emissions and  residual maturity | Delegated Regulation  (EU) 2020/1818,  Article12.1 (d) to (g),  and Article 12.2 |  | Sustainability notes.  [SN 4. Climate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232)  [transition plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232) |

Annual report 2025106

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Disclosure  Requirement  and related datapoint | SFDR (1) reference | Pillar 3 (2) reference | Benchmark  Regulation  (3)  reference | EU Climate Law  (4)  reference | Materiality of the data  point and location in  the report |
| ESRS E1-4  GHG emission  reduction targets  paragraph 34 | Indicator number 4  Table #2 of Annex 1 | Article 449a  Regulation (EU) No  575/2013;  Commission  Implementing  Regulation  (EU) 2022/2453  Template 3: Banking  book – Climate change  transition risk:  alignment metrics | Delegated Regulation  (EU) 2020/1818,  Article 6 |  | [2. Climate transition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)  [plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)  [2.4 Aiming to align our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127)  [activity with the Paris](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127)  [Agreement Goals](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127)  Sustainability notes.  [SN 4. Climate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232)  [transition plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232) |
| ESRS E1-5  Energy consumption  from fossil sources  disaggregated by  sources (only high  climate impact sectors)  paragraph 38 | Indicator number 5  Table #1 and Indicator  n. 5 Table #2 of Annex  1 |  |  |  | Not material |
| ESRS E1-5 Energy  consumption and mix  paragraph 37 | Indicator number 5  Table #1 of Annex 1 |  |  |  | Sustainability notes.  [SN 7.1 Green transition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244)  (Table 2.  Environmental  footprint) |
| ESRS E1-5  Energy intensity  associated with  activities in high  climate impact sectors  paragraphs 40 to 43 | Indicator number 6  Table #1 of Annex 1 |  |  |  | Not material |
| ESRS E1-6  Gross Scope 1, 2, 3 and  Total GHG emissions  paragraph 44 | Indicators number 1  and 2 Table #1 of  Annex 1 | Article 449a;  Regulation (EU) No  575/2013;  Commission  Implementing  Regulation  (EU) 2022/2453  Template 1: Banking  book – Climate change  transition risk: Credit  quality of exposures by  sector, emissions and  residual maturity | Delegated Regulation  (EU) 2020/1818,  Article 5(1), 6  and 8(1) |  | Sustainability notes.  [SN 7.1 Green transition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244)  (Table 3. Gross scopes  1, 2, 3 and total GHG  emissions) |
| ESRS E1-6  Gross GHG emissions  intensity paragraphs  53 to 55 | Indicators number 3  Table #1 of Annex 1 | Article 449a  Regulation (EU) No  575/2013;  Commission  Implementing  Regulation  (EU) 2022/2453  Template 3: Banking  book – Climate change  transition risk:  alignment metrics | Delegated Regulation  (EU) 2020/1818,  Article 8(1) |  | Sustainability notes.  [SN 7.1 Green transition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244)  (Table 3. Gross scopes  1, 2, 3 and total GHG  emissions) |
| ESRS E1-7  GHG removals and  carbon credits  paragraph 56 |  |  |  | Regulation  (EU) 2021/1119,  Article 2(1) | Sustainability notes.  [SN 7.1 Green transition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244)  (Table 3. Gross scopes  1, 2, 3 and total GHG  emissions) |
| ESRS E1-9  Exposure of the  benchmark portfolio to  climate-related  physical risks  paragraph 66 |  |  | Delegated Regulation  (EU) 2020/1818,  Annex II Delegated  Regulation  (EU) 2020/1816,  Annex II |  | Phase-in (partially)  [2. Climate transition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)  [plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)  [2.3.4 Potential](#i6ecb2a0d58d04b53bfadfa2a833efaa7_121)  [financial effects](#i6ecb2a0d58d04b53bfadfa2a833efaa7_121) |

Annual report 2025107

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Disclosure  Requirement  and related datapoint | SFDR (1) reference | Pillar 3 (2) reference | Benchmark  Regulation  (3)  reference | EU Climate Law  (4)  reference | Materiality of the data  point and location in  the report |
| ESRS E1-9  Disaggregation of  monetary amounts by  acute and chronic  physical risk paragraph  66 (a)  ESRS E1-9  Location of significant  assets at material  physical risk paragraph  66 (c). |  | Article 449a  Regulation (EU) No  575/2013;  Commission  Implementing  Regulation  (EU) 2022/2453  paragraphs 46  and 47; Template 5:  Banking book - Climate  change physical risk:  Exposures subject to  physical risk. |  |  | Phase-in (partially)  [2. Climate transition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)  [plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)  [2.3.4 Potential](#i6ecb2a0d58d04b53bfadfa2a833efaa7_121)  [financial effects](#i6ecb2a0d58d04b53bfadfa2a833efaa7_121) |
| ESRS E1-9 Breakdown  of the carrying value of  its real estate assets by  energy-efficiency  classes paragraph 67  (c). |  | Article 449a  Regulation (EU) No  575/2013;  Commission  Implementing  Regulation  (EU) 2022/2453  paragraph 34;  Template 2:Banking  book -Climate change  transition risk: Loans  collateralised by  immovable property -  Energy efficiency of  the collateral |  |  | Phase-in (partially)  [2. Climate transition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)  [plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)  [2.3.4 Potential](#i6ecb2a0d58d04b53bfadfa2a833efaa7_121)  [financial effects](#i6ecb2a0d58d04b53bfadfa2a833efaa7_121) |
| ESRS E1-9  Degree of exposure of  the portfolio to  climate- related  opportunities  paragraph 69 |  |  | Delegated Regulation  (EU) 2020/1818,  Annex II |  | Phase-in |
| ESRS E2-4  Amount of each  pollutant listed in  Annex II of the  E-PRTR Regulation  (European Pollutant  Release and Transfer  Register) emitted to  air, water and soil,  paragraph 28 | Indicator number 8  Table #1 of Annex 1  Indicator number 2  Table #2 of Annex 1  Indicator number 1  Table #2 of Annex 1  Indicator number 3  Table #2 of Annex 1 |  |  |  | Not material |
| ESRS E3-1  Water and marine  resources paragraph 9 | Indicator number 7  Table #2 of Annex 1 |  |  |  | Not material |
| ESRS E3-1  Dedicated policy  paragraph 13 | Indicator number 8  Table 2 of Annex 1 |  |  |  | Not material |
| ESRS E3-1  Sustainable oceans  and seas paragraph 14 | Indicator number 12  Table #2 of Annex 1 |  |  |  | Not material |
| ESRS E3-4  Total water recycled  and reused paragraph  28 (c) | Indicator number 6.2  Table #2 of Annex 1 |  |  |  | Not material |
| ESRS E3-4  Total water  consumption in m 3  per  net revenue on own  operations paragraph  29 | Indicator number 6.1  Table #2 of Annex 1 |  |  |  | Not material |
| ESRS 2- SBM 3 - E4  paragraph 16 (a) i | Indicator number 7  Table #1 of Annex 1 |  |  |  | Not material |
| ESRS 2- SBM 3 - E4  paragraph 16 (b) | Indicator number 10  Table #2 of Annex 1 |  |  |  | Not material |
| ESRS 2- SBM 3 - E4  paragraph 16 (c) | Indicator number 14  Table #2 of Annex 1 |  |  |  | Not material |
| ESRS E4-2  Sustainable land /  agriculture practices or  policies paragraph 24  (b) | Indicator number 11  Table #2 of Annex 1 |  |  |  | Not material |

Annual report 2025108

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Disclosure  Requirement  and related datapoint | SFDR (1) reference | Pillar 3 (2) reference | Benchmark  Regulation  (3)  reference | EU Climate Law  (4)  reference | Materiality of the data  point and location in  the report |
| ESRS E4-2  Sustainable oceans /  seas practices or  policies paragraph 24  (c) | Indicator number 12  Table #2 of Annex 1 |  |  |  | Not material |
| ESRS E4-2  Policies to address  deforestation  paragraph 24 (d) | Indicator number 15  Table #2 of Annex 1 |  |  |  | Not material |
| ESRS E5-5  Non-recycled waste  paragraph 37 (d) | Indicator number 13  Table #2 of Annex 1 |  |  |  | Not material |
| ESRS E5-5  Hazardous waste and  radioactive waste  paragraph 39 | Indicator number 9  Table #1 of Annex 1 |  |  |  | Not material |
| ESRS 2- SBM3 - S1  Risk of incidents of  forced labour  paragraph 14 (f) | Indicator number 13  Table #3 of Annex I |  |  |  | Not material |
| ESRS 2- SBM3 - S1  Risk of incidents of  child labour paragraph  14 (g) | Indicator number 12  Table #3 of Annex I |  |  |  | Not material |
| ESRS S1-1  Human rights policy  commitments  paragraph 20 | Indicator number 9  Table #3 and  Indicator number 11  Table #1 of Annex I |  |  |  | [1. Sustainability at](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58)  [Santander](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58)  (1.4.2 Human rights  due diligence) |
| ESRS S1-1  Due diligence policies  on issues addressed by  the fundamental  International Labor  Organisation  Conventions 1 to 8,  paragraph 21 |  |  | Delegated Regulation  (EU) 2020/1816,  Annex II |  | [3.1 Our employees](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) -  Cross reference to:  [1. Sustainability at](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58)  [Santander](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58)  (1.4.2 Human rights  due diligence) |
| ESRS S1-1  Processes and  measures for  preventing trafficking  in human beings  paragraph 22 | Indicator number 11  Table #3 of Annex I |  |  |  | Not material |
| ESRS S1-1  Workplace accident  prevention policy or  management system  paragraph 23 | Indicator number 1  Table #3 of Annex I |  |  |  | [3.1 Our employees](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157)  [3.1.2 Working](#i6ecb2a0d58d04b53bfadfa2a833efaa7_163)  [conditions](#i6ecb2a0d58d04b53bfadfa2a833efaa7_163)  (i. Employee health  and well-being) |
| ESRS S1-3  Grievance/complaints  handling mechanisms  paragraph 32 (c) | Indicator number 5  Table #3 of Annex I |  |  |  | [3.1 Our employees](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157)  [3.1.4 Employee](#i6ecb2a0d58d04b53bfadfa2a833efaa7_169)  [feedback and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_169)  [experience](#i6ecb2a0d58d04b53bfadfa2a833efaa7_169) |
| ESRS S1-14  Number of fatalities  and number and rate  of work- related  accidents paragraph 88  (b) and (c) | Indicator number 2  Table #3 of Annex I |  | Delegated Regulation  (EU) 2020/1816,  Annex II |  | Sustainability notes.  [SN 7.3 Employees](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250)  (Table 20.  Occupational health &  safety) |
| ESRS S1-14  Number of days lost to  injuries, accidents,  fatalities or illness  paragraph 88 (e) | Indicator number 3  Table #3 of Annex I |  |  |  | Sustainability notes.  [SN 7.3 Employees](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250)  (Table 20.  Occupational health &  safety) |
| ESRS S1-16  Unadjusted gender pay  gap paragraph 97 (a) | Indicator number 12  Table #1 of Annex I |  | Delegated Regulation  (EU) 2020/1816,  Annex II |  | Sustainability notes.  [SN 7.3 Employees](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250)  (Table 14.  Remuneration ratios) |
| ESRS S1-16  Excessive CEO pay  ratio paragraph 97 (b) | Indicator number 8  Table #3 of Annex I |  |  |  | Sustainability notes.  [SN 7.3 Employees](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250)  (Table 14.  Remuneration ratios) |

Annual report 2025109

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Disclosure  Requirement  and related datapoint | SFDR (1) reference | Pillar 3 (2) reference | Benchmark  Regulation  (3)  reference | EU Climate Law  (4)  reference | Materiality of the data  point and location in  the report |
| ESRS S1-17  Incidents of  discrimination  paragraph 103 (a) | Indicator number 7  Table #3 of Annex I |  |  |  | [3.1 Our employees](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157)  [3.1.3 Inclusive culture](#i6ecb2a0d58d04b53bfadfa2a833efaa7_166)  [4. Business conduct](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)  [4.2 Ethical conduct](#i6ecb2a0d58d04b53bfadfa2a833efaa7_205) |
| ESRS S1-17 Non-  respect of UNGPs on  Business and Human  Rights and OECD  paragraph 104 (a) | Indicator number 10  Table #1 and Indicator  n. 14 Table #3 of  Annex I |  | Delegated Regulation  (EU) 2020/1816,  Annex II Delegated  Regulation  (EU) 2020/1818 Art 12  (1) |  | [3.1 Our employees](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157)  [3.1.3 Inclusive culture](#i6ecb2a0d58d04b53bfadfa2a833efaa7_166)  [4. Business conduct](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)  [4.2 Ethical conduct](#i6ecb2a0d58d04b53bfadfa2a833efaa7_205) |
| ESRS 2- SBM3 – S2  Significant risk of child  labour or forced labour  in the value chain  paragraph 11 (b) | Indicators number 12  and n. 13 Table #3 of  Annex I |  |  |  | Not material |
| ESRS S2-1  Human rights policy  commitments  paragraph 17 | Indicator number 9  Table #3 and Indicator  n. 11 Table #1 of  Annex 1 |  |  |  | Not material |
| ESRS S2-1 Policies  related to value chain  workers paragraph 18 | Indicator number 11  and n. 4 Table #3 of  Annex 1 |  |  |  | Not material |
| ESRS S2-1 Non-respect  of UNGPs on Business  and Human Rights  principles and OECD  guidelines paragraph  19 | Indicator number 10  Table #1 of Annex 1 |  | Delegated Regulation  (EU) 2020/1816,  Annex II Delegated  Regulation  (EU) 2020/1818, Art 12  (1) |  | Not material |
| ESRS S2-1  Due diligence policies  on issues addressed by  the fundamental  International Labor  Organisation  Conventions 1 to 8,  paragraph 19 |  |  | Delegated Regulation  (EU) 2020/1816,  Annex II |  | Not material |
| ESRS S2-4  Human rights issues  and incidents  connected to its  upstream and  downstream value  chain paragraph 36 | Indicator number 14  Table #3 of Annex 1 |  |  |  | Not material |
| ESRS S3-1  Human rights policy  commitments  paragraph 16 | Indicator number 9  Table #3 of Annex 1  and Indicator number  11 Table #1 of Annex  1 |  |  |  | Not material |
| ESRS S3-1  non-respect of UNGPs  on Business and  Human Rights, ILO  principles or and OECD  guidelines paragraph  17 | Indicator number 10  Table #1 Annex 1 |  | Delegated Regulation  (EU) 2020/1816,  Annex II Delegated  Regulation  (EU) 2020/1818, Art 12  (1) |  | Not material |
| ESRS S3-4  Human rights issues  and incidents  paragraph 36 | Indicator number 14  Table #3 of Annex 1 |  |  |  | Not material |
| ESRS S4-1 Policies  related to consumers  and end-users  paragraph 16 | Indicator number 9  Table #3 and  Indicator number 11  Table #1 of Annex 1 |  |  |  | [3.3 Our customers](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) |
| ESRS S4-1  Non-respect of UNGPs  on Business and  Human Rights and  OECD guidelines  paragraph 17 | Indicator number 10  Table #1 of Annex 1 |  | Delegated Regulation  (EU) 2020/1816,  Annex II Delegated  Regulation  (EU) 2020/1818, Art 12  (1) |  | [3.3 Our customers](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) -  Cross reference to:  [1. Sustainability at](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58)  [Santander](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58)  (1.4.2 Human rights  due diligence) |

84 The figures have not changed compared with 2024.

85 The diversity ratio is calculated by dividing the number of women by men. The figure has not changed compared with 2024.The percentage of each gender vs. total

membership is  40%  women and 60% men.

Annual report 2025110

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Disclosure  Requirement  and related datapoint | SFDR (1) reference | Pillar 3 (2) reference | Benchmark  Regulation  (3)  reference | EU Climate Law  (4)  reference | Materiality of the data  point and location in  the report |
| ESRS S4-4  Human rights issues  and incidents  paragraph 35 | Indicator number 14  Table #3 of Annex 1 |  |  |  | Not material |
| ESRS G1-1  United Nations  Convention against  Corruption paragraph  10 (b) | Indicator number 15  Table #3 of Annex 1 |  |  |  | [4. Business conduct](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)  [4.2 Ethical conduct](#i6ecb2a0d58d04b53bfadfa2a833efaa7_205)  (4.2.3 Financial crime  compliance) |
| ESRS G1-1  Protection of whistle-  blowers paragraph 10  (d) | Indicator number 6  Table #3 of Annex 1 |  |  |  | [4. Business conduct](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)  [4.3 Ethical channels](#i6ecb2a0d58d04b53bfadfa2a833efaa7_208) |
| ESRS G1-4  Fines for violation of  anti- corruption and  anti-bribery laws  paragraph 24 (a) | Indicator number 17  Table #3 of Annex 1 |  | Delegated Regulation  (EU) 2020/1816,  Annex II) |  | [4. Business conduct](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)  [4.2 Ethical conduct](#i6ecb2a0d58d04b53bfadfa2a833efaa7_205)  (4.2.3 Financial crime  compliance) |
| ESRS G1-4  Standards of anti-  corruption and anti-  bribery paragraph 24  (b) | Indicator number 16  Table #3 of Annex 1 |  |  |  | [4. Business conduct](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)  [4.2 Ethical conduct](#i6ecb2a0d58d04b53bfadfa2a833efaa7_205)  (4.2.3 Financial crime  compliance) |

(1) Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector

(Sustainable Finance Disclosures Regulation) (OJ L 317, 9.12.2019, p. 1).

(2) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and

amending Regulation (EU) No 648/2012 (Capital Requirements Regulation 'CRR') (OJ L 176, 27.6.2013, p. 1).

(3) Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments  and  financial  contracts

or  to  measure  the  performance  of  investment  funds  and  amending  Directives  2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 (OJ L 171, 29.6.2016,

p. 1).

(4) Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021 establishing the framework for achieving climate neutrality and amending

Regulations (EC) No 401/2009 and (EU) 2018/1999 (‘European Climate Law’) (OJ L 243, 9.7.2021, p. 1).

(5) Commission  Delegated  Regulation  (EU)  2020/1816  of  17  July  2020  supplementing  Regulation  (EU)  2016/1011  of  the  European Parliament and of the Council as

regards the explanation in the benchmark statement of how environmental, social and governance factors are reflected in each benchmark provided and published (OJ L 406,

3.12.2020, p. 1).

(6) Commission Implementing Regulation (EU) 2022/2453 of 30 November 2022 amending the implementing technical standards laid down  in  Implementing  Regulation

(EU)  2021/637  as  regards  the  disclosure  of  environmental,  social  and  governance  risks (OJ L 324,19.12.2022, p.1.).

(7) Commission  Delegated  Regulation  (EU)  2020/1818  of  17  July  2020  supplementing  Regulation  (EU)  2016/1011  of  the  European Parliament and of the Council as

regards minimum standards for EU Climate Transition Benchmarks and EU Paris-aligned Benchmarks (OJ L 406, 3.12.2020, p. 17).

SN 2. Sustainability governance

#### Board of directors

It consist of 15 members, of which 13 are non-executive directors

and  2 are executive directors. The majority are independent

directors (66.67%  of the total members of the council).  84

Our policy on the selection, suitability assessment and succession

of directors promotes a robust balance of technical skills,

experience and diversity in terms of gender, age, geographic origin,

career path and knowledge. It also ensures that selection

procedures are free from implicit biases that could result in any

form of discrimination on grounds such as disability, race or ethnic

origin.

The board currently has a balanced presence of both genders

(women -men) with a diversity ratio of 67%. 85 In terms of

geographical origin/ international track record, 93% of the

directors come from, studied or have international experience in

continental Europe, US/UK, 60% also in Latin America, and  33% in

other regions. The Board also has extensive international

experience, mainly in the markets where we operate (European

market, US and UK markets, and Latin American markets). The

Board also has the skills and experience to monitor materiality

issues (e.g. on issues related to sustainability, human resources,

culture, talent and remuneration, as well as to business conduct

and risk management). For more details, see ['Board skills and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_520)

[diversity matrix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_520) in the 'Corporate governance' chapter. None of the

directors are currently assigned a specific employee representation

role.

The board of directors as the highest decision-making body in the

Group performs the following functions:

•  approves the Responsible Banking agenda and set the strategy;

•  approves the culture policy and related policies on responsible

business and sustainability matters and, in particular, on

environmental and social matters;

•  supervise that the responsible banking strategy is consistent

with Group strategy;

•  reviews the performance against the public objectives and that

the metrics are covered within the responsible banking agenda;

•  tracks key initiatives; and

•  reviews subsidiaries’ strategies.

Annual report 2025111

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

For more details, see the Rules and Regulations of the board of

Directors, available on the Group's corporate website; and section

[4.2 'Board composition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_511)' in the 'Corporate governance' chapter.

#### Responsible banking, sustainability and cultural

#### committee

The responsible banking, sustainability and cultural committee

(RBSCC)  assists the board in fulfilling its supervisory

responsibilities regarding the responsible business strategy and

sustainability issues of Banco Santander and its Group. In

particular, it has, among others, the following functions:

(i) advise the board on the design of the strategy and policies on

responsible business and sustainability, in particular

environmental and social matters, and supervise the monitoring

and evaluation of them;

(ii) advise the board of directors on formulating the Group’s

strategy for its relationships with stakeholders, and oversee

stakeholder engagement and corporate reputation, analysing and

reporting to the board on social, environmental and sustainability

matters, as well as responsible and ethical conduct;

(iii) ensure that adequate control processes are in place for

responsible banking practices, and that sustainability-related risks

and opportunities are identified and managed, in coordination with

the other board committees, as appropriate;

(iv) to report regularly to the board on the progress made by the

Group on responsible business practices and sustainability.

The responsible banking, sustainability and culture committee

consists of five independent directors, 80% of whom are women.

All of them have been appointed by the board of directors taking

into account their knowledge, qualifications and experience in the

areas for which the committee is responsible. Thus, its members

have competence in issues relevant to this function as strategy and

human resources, culture, talent and remuneration, responsible

business and sustainability, risk management and also in issues

related to education and universities.

In 2025, the committee held four meetings. In addition, resolutions

in writing were adopted on one occasion without a session being

held. The following topics were discussed, among others.

Environmental issues:

• Reviewed the Group's climate strategy and constructively

challenged it to ensure our objective of supporting our customers

in achieving their transition goals, assessing their climate risks in

order to manage the impact on both their business and our

operations, and progress in the alignment of our portfolios, in

accordance with applicable local regulation.

• Reviewed the plans of the global businesses to ensure their

alignment with market, regulatory and supervisory context, as

well as with the commercial strategy.

• Reviewed the ongoing work to develop the prudential transition

plan required under Directive 2013/36/EU on access to the

activity of credit institutions and the prudential supervision of

credit institutions, and under the EBA Guidelines (2025/01) on

ESG risk management, in coordination with the risk supervision,

regulation and compliance committee.

• Monitored the progress made in embedding climate-related and

environmental risks in line with supervisory expectations, and

monitored the implementation of controls and processes to

mitigate ESG risks.

• Reviewed the specific internal controls and risk management

measures applied to Santander Brasil’s relationships with certain

companies operating in the Amazon.

• Reviewed the sustainable finance strategy across global

businesses and its execution, including priorities related to

socially responsible investment.

• Oversaw the sustainability strategy, including support to our

customers in their transition and financial inclusion and health

solutions.

Social issues:

• Oversaw progress on the implementation of our community

support model, to reinforce the Group's contribution to key areas

such as education, including financial education, employability,

entrepreneurship and support to vulnerable groups, as well as

the resulting impact from associated initiatives, assessing their

scope and relevance.

• Received information on about corporate communication

initiatives on social matters.

Governance issues:

• Verified that the proposed sustainability agenda and targets

remained aligned with the Group's strategy.

• Assisted the board in ensuring that sustainability targets and

metrics were embedded in the Group's remuneration schemes

and reviewed, in coordination with the remuneration committee,

the proposed sustainability element of the long-term incentives

for 2026-2028.

• Reviewed engagement with stakeholders such as investors,

proxy advisors, ESG rating agencies and NGOs.

• Reviewed the priority areas for action based on the outcomes of

the double materiality exercise and the associated impacts, risks

and opportunities (IROs), including progress on their integration

into management and governance to facilitate their monitoring,

in coordination with the audit committee.

• Reviewed progress made towards the objectives announced at

the 2023 Investor Day under its remit and discussed

sustainability targets for the next three years in the areas of

green financing, investment in education, employment and

entrepreneurship initiatives, and financial inclusion.

• Supported the audit committee on the supervision and

assessment of the process to prepare and present non-financial

information according to applicable regulation and international

standards.

• Reviewed this 2025 Group statement on non-financial

information.

• Reviewed the Green Bond Report in coordination with the audit

committee prior to its submission to the board for approval.

• Reviewed the main European and international financial

regulatory and supervisory initiatives and priorities related to

Annual report 2025112

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

sustainability and how they impacted the Group, including

legislative proposals promoted by the European Commission

aimed at streamlining sustainability-related disclosure, due

diligence, and taxonomy.

• Reported favourably to the board on the update of internal

regulation within its remit, in coordination with risk supervision,

regulation and compliance committee, as required.

For more details, see the Rules and Regulations of the board of

Directors, available on the Group's corporate website; and sections

[4.2 'Board composition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_511)' and  [4.9 'Responsible banking,](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547)

[sustainability and cultural committee activities in 2025](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547)' in the

'Corporate governance' chapter.

#### Board audit committee

The board audit committee assists the board in overseeing and

reviewing  the financial and sustainability information process, as

well as internal control systems.

The audit committee consists of five independent directors, 60% of

whom are women. All of them have been appointed by the board

of directors based on their knowledge, qualifications and

experience in the areas of finance, accounting and auditing,

internal control, information technology, business or risk

management.

In 2025, the committee held 15 meetings, including four joint

sessions with the risk supervision, regulation and compliance

committee and one with the nomination committee. With regard

to sustainability reporting, the committee oversaw the

sustainability reporting process, receiving regular updates from the

Group's Chief Accounting Officer (CAO) and the main functions

responsible for sustainability reporting.

For more details, see the Rules and Regulations of the board of

Directors, available on the Group's corporate website; and sections

[4.2 'Board composition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_511) ' and  [4.5 'Audit committee activities in](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535)

[2025](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535)' in the 'Corporate governance' chapter.

#### Risk supervision, regulation and compliance committee

The risk supervision, regulation and compliance committee

supports and advises the board in defining and assessing risk

policies that affect the Group and in determining the current and

future risk appetite and the strategy and culture in this area,

including proposing appropriate changes in view of internal or

external circumstances that impact on the Group (both financial

and non-financial risks), among other functions.

The risk supervision, regulation and compliance committee

consists of five directors, out of which 40% are women, all of them

external with three independent members, including its chair. All

of them have been appointed by the board of directors based on

their knowledge, qualifications and experience in the areas for

which the committee is responsible. Thus, its members have

competence in issues relevant to this function as banking,

accounting, auditing and financing, strategy, risk management,

governance and control, as well as in human resources, culture,

talent and remuneration.

In 2025, the committee held 14 meetings, including four joint

sessions with the audit committee and one joint session with the

remuneration committee.  It reviewed relevant topics on customer

data protection, aspects of customer conduct, complaints and

internal whistleblowing. Issues such as risks culture and internal

control are also addressed.

For more information, see the Rules and Regulations of the board

of directors, available on the Group's corporate website; and

sections [4.2 'Board composition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_511)' and [4.8 'Risk supervision,](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544)

[regulation and compliance committee activities in 2025](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544)' in the

'Corporate governance' chapter.

Other committees of the Group board, such as the Nomination and

remuneration committees, also support and review sustainability-

related issues. For further details, see sections [4.6 'Nomination](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538)

[committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538) and [4.7 'Remuneration committee](#i6ecb2a0d58d04b53bfadfa2a833efaa7_541)

[activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_541) in the 'Corporate governance' chapter.

#### Other governance bodies

The corporate accounting and financial reporting, management

and sustainability committee performs these functions (among

others):

• Approve the content and scope of the disclosure in the areas

where it applies, as well as the overall style and tone of the

narrative within regulatory reporting.

• Analyze and validate or, when applicable, propose the approval

of all significant sustainability information.

This committee meets monthly, or on an extraordinary basis when

deemed appropriate.

The CCR is composed of senior management members in the

functions of risk, compliance, financial and general intervention,

among others.

The risk control committee (CCR) is responsible for controlling

risks and providing a holistic view of them. Determines whether

lines of business are managed according to the risk appetite

approved by the board. It also identifies, tracks and evaluates the

impact of current and emerging risks on the Group’s risk profile.

#### Other forums and support functions

First line of defence

Business functions and all other functions that generate risk

exposure are the first line of defence. The first line of defence

identifies, measures, controls, tracks and reports the risks that

originate and applies the policies, models and procedures that

regulate risk management. Risk generation must be adjusted to the

approved risk appetite and associated limits. The head of each unit

that generates a risk has primary responsibility for managing it.

The corporate sustainability function works continuously to

define, execute and monitor our sustainability strategy, and

coordinates and drives the responsible banking agenda, with

support from a senior adviser on responsible business practices

who reports directly to the executive chair, as well as with the

sustainability network in our core markets, global businesses and

corporate functions.

Annual report 2025113

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

The accounting and management control function, is responsible

for (among others):

• establishing and maintaining the internal control system on the

financial and sustainability information generated by the

function; and

• Implementing the standards and policies reflected in the

sustainability information sent to the Corporation.

It is the responsibility of the functions involved in executing the

strategy and preparing information on sustainability (for example:

Technology, Operations, Risks, People, Culture and Organization,

Tax, and others) that the information provided is true and reliable,

establishing the necessary controls and correcting any

weaknesses.

Second line of defence

Risk and compliance functions, as the second line of defence, will

provide independent challenge and oversight of the risk

management activities performed by the first line of defence. This

second line of defence should control, within their respective

domains of responsibility, that risks are managed in accordance

with the risk appetite defined by senior management and promote

a strong risk culture throughout the organization.

The internal control function within the Enterprise Wide Risk

Management function will be responsible for establishing the

criteria and monitoring the implementation and effectiveness of

the Santander Group Internal Control System. This will help to the

adequacy and integrity of the internal controls established by the

different functions to provide reasonable assurance in the

achievement of the defined objectives (which include, among

others, the reliability of financial and sustainability reporting).

Third line of defence

The internal audit function periodically assesses that policies,

methods and procedures are adequate and effectively applied for

the management and control of accounting, financial and

management information. The annual audit plan, which was

carried out on the basis of a robust risk assessment process (Top-

down & Bottom-up methodology), provides reviews of the main

aspects contained in this report.

In this way, issues related to climate risk and disclaimers are

regularly verified as well as compliance with the rules and

procedures established in the General Code of Conduct (GCC),

independently monitoring their adequacy and effectiveness and

those of their local developments. The Open Channel is reviewed

and specifically evaluates compliance with data protection

regulations.

The audit function reports to the audit committee, which, among

other functions, assists the board in the supervision and evaluation

of the process of preparing and presenting financial and non-

financial information, as well as internal control systems.

#### Risk management and internal controls over sustainability

#### information

In order to control the quality and reliability of the information

included in the Sustainability statement, Santander implemented

an internal control system that complies with the most demanding

international standards and complies with the guidelines

established by the Committee of Sponsoring Organisations of the

Treadway Commission.

The most material risks have been identified, and the operation of

the established controls has been monitored, ensuring compliance

with sustainability disclosure requirements.

The most significant aspects taken into account in the process of

preparing sustainability information are the following:

• Identification and definition of quantitative and qualitative

criteria that emanate from regulatory interpretation or our

impacts risks and opportunities in areas where there are no

consolidated market practices.

• The hypotheses, judgments, estimates and approximations used

in the calculation and preparation of certain metrics.

• Ensuring the completeness of information and establishing

perimeters for each metric or group of metrics.

• Difficulties in having, in certain respects, third-party information

necessary for the construction of our narrative or metrics,

especially in the value chain (emissions information from our

portfolio, alignment information, supplier information, etc.).

• Calculation, processing and consolidation of both quantitative

and qualitative information.

In addition, we also began to prepare reasonable assurance of

several of the metrics to convergence in the quality standards of

financial and sustainability information.

Similarly to the control of financial information, the

implementation and supervision of the control system of

sustainability information is carried out through the following

bodies: board of directors, Audit committee, Risk Control

committee and Corporate Accounting and Financial, Management

and Sustainability Reporting committee.

For more details, see ['Sustainability information'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_34) of the

consolidated management report; section [8. 'Internal control over](#i6ecb2a0d58d04b53bfadfa2a833efaa7_595)

[financial reporting (ICFR)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_595)' in the 'Corporate governance' chapter;

and section [1.5 'Internal control system](#i6ecb2a0d58d04b53bfadfa2a833efaa7_805)' in the 'Risk management

and compliance' chapter.

Annual report 2025114

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Control system for sustainability information

![CulturaControl.jpg]()

#### Control culture

Basis of Internal

Control. Essential to

provide reasonable

assurance in achieving

the objectives defined

by the Group, acting

responsibly.

![EvaluacionRiesgoRSCA.jpg]()

#### Risk Assessment

#### (RCSA)

Dynamic process of

evaluating the risks

associated with

achieving the

organization's

objectives.

![ActividadesControl.jpg]()

#### Control Activities

Actions established by

policies and

procedures that help

that management

instructions are

carried out to mitigate

identified risks.

![InformacionComunicacion.jpg]()

#### Information and Communication

Accurate and timely

information for

decision-making,

facilitating the

escalation and

governance of

improvements and

incidents.

![ActividadesSupervision.jpg]()

#### Monitoring activities

Mechanisms and

instruments to

monitor the correct

implementation and

effectiveness of the

internal control

system, promoting a

continuous evaluation

of the same.

#### Cross-cutting regulations to embed ESG standards in our

#### business model

Responsible banking framework

Establishes responsible banking as a strategic topic for Grupo

Santander and all local units.

Accounting and Financial Reporting, Management and

Sustainability information framework

Sets out the principles, Directives and guidelines regarding the

preparation of accounting, financial and management information

that must be applied by all Group subsidiaries as an essential

element of proper governance.

Responsible banking and sustainability policy

Sets out our sustainability principles, targets and strategy

(including human rights protection) to create long-term

stakeholder value.

Responsible banking model

Sets out the roles and responsibilities of the first, second and third

line of defence in all responsible banking-related activity to drive

our sustainability agenda, embed ESG standards and achieve our

goals.

In addition to these regulations, which apply to all the Group’s

units and businesses, the following section of this chapter details

the regulations that apply specifically to the management of each

of the material topics and associated IROs:

•  Climate change (see section [2. 'Our climate transition plan'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73));

•  Own workforce (see section [3.1 'Our employees'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157));

• Consumers and end users (see section [3.3 'Our customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187));

• Affected communities (see section [3.2. 'Communities'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172)

[sustainable development'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172)),

•  Business conduct (see section [4. 'Business conduct'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)).

All regulations (corporate frameworks, models, policies and

procedures) help maintain a high level of governance, and the

highest standards in terms of their drafting, approval, and in the

monitoring of their local transposition.

The approval of the regulations is responsibility of the board of

directors or its committees, when the regulated matter falls within

their scope of responsibility according to their rules and

regulations. Corporate frameworks in all cases must be approved

by the board of directors. The regulations approved by the board

are as follows:

→ Relevant corporate frameworks related to sustainability:

Responsible Banking, Risk; Cybersecurity; Compliance; Financial

Crime prevention; People and culture.

→ Relevant policies related to sustainability: Responsible banking

and sustainability; Code of conduct; Code of conduct in securities

markets; Corporate Defence; Environmental, social and climate

change risk; Tax; Conflict of interest; Defence sector; Anti-money

laundering and countering the financing terrorism;

Remuneration; Performance management; Group Succession;

Culture.

For more details on the Group's key regulatory documents on

sustainability, see our corporate website santander.com.

SN 3. Materiality assessment – Detailed methodology

The double materiality assessment conducted across Grupo

Santander and its subsidiaries followed European Sustainability

Reporting Standards (ESRS) 1 and 2 and EFRAG’s double materiality

guidance. The results of the 2024 assessment remain in force and

are presented in this report, with minor wording adjustments to

align the description of material impacts, risks and opportunities

with how they were managed during the year. To confirm their

continued validity, Banco Santander reviewed all methodological

components and validated the relevance of inputs and outcomes

across the phases of the process. This review found no significant

changes that would warrant updating the assessment. In line with

paragraph 25 of ESRS 1, it is therefore appropriate to retain the

2024 assessment as the basis for 2025 reporting. The exercise will

be reviewed in 2026.

![]()

86 ENCORE: a materiality database of dependencies between production processes and ecosystem services.

Annual report 2025115

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Our assessment comprised these phases:

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| IconoDocumento.gif |  | 1.  Background and stakeholder analysis |  |
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| IconoLupa.gif |  | 2.  Identification of IROs |  |
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| IconoOjo.gif |  | 3.  Assessment of IROs |  |
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| IconoEscudo.gif |  | 4.  Materiality thresholds |  |
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1. Background and stakeholder analysis

General view of the bank, its operations and main lines of business,

based on:

→ Information on the entity : Sources include strategic and

financial plans, financial statements and other published reports.

This analysis considers operations, products and services,

geographical footprint, business relationships and the value

chain.

→ External information: Public documents on sector trends,

analyst and supervisor papers, and peers’ sustainability reports.

To enhance this background analysis, we also use these  external

sources:

1. The UNEP FI impact analysis tool to uncover the impact of the

Group’s financing operations, including those related to climate

change. This tool provides a in-built impact mappings that

combined, with our internal data and context, enables us to

identify the most significant impact areas of the portfolio.

2. The ENCORE  86 (environmental risk assessment) database to

obtain information on the bank customer’s environmental

dependencies.

3. Human rights due diligence to spot the actual and potential

impact of the bank’s operations on human rights throughout the

value chain. In line with regulatory requirements, as part of the

review of the analysis scheduled for 2026, the due diligence

process will be conducted for both environment and human

rights.

We use the stakeholder  analysis to identify directly affected

stakeholders (customers, employees and investors) and readers of

the report (supervisors and regulators, our communities and

NGOs). We analyse information gathered during stakeholder

engagement exercises and conduct surveys on sustainability

matters to use as part of our materiality assessment.

2. Identification of impacts, risks and

#### opportunities

The background analysis uncovered approximately 150 IROs. We

categorize every IRO and assign them to a topic, sub-topic or sub-

sub-topic under ESRS 1, AR 16. For each IRO, we detail:

→ the part of the value chain they touch and over what time frame.

→ the dependencies between impacts and risks, assessing how

each impact can lead to new risks and opportunities, with a

special focus on the negative impacts of the human rights due

diligence exercise; and

→ who in the organization manages it.

→ What is the type of financial effect for risks and opportunities.

3. Assessment of impacts, risks and

#### opportunities

The methodology we use to measure materiality follows the

EFRAG implementation guidance. After applying that methodology

in this phase, 29 IROs were material.

Impact

We analyse the materiality of actual and potential impacts based

on the likelihood and severity of occurrence and, in the case of

negative impacts, include irreparable impacts.

→ Scale (size of impact): split into five categories: Low, moderately

low, medium, high, very high.

→ Scope: split into four categories: Local, national, international,

global.

→ Irreparable impact (when negative): split into four levels;

reparable, reparable with moderate effort, difficult to repair, and

irreparable.

We estimate the likelihood of impact on a scale of 1 to 5.

Risks

We adapted our methodology according to the maturity of

quantifying environmental and social risks.

→ The climate materiality assessment includes a climate risk

assessment (transition and physical) across several time

horizons to align with the EBA’s Guidelines on the management

of ESG risks and other EU risk management Directives. We used

this information to quantify the materiality of credit, market,

operational, reputational and other risks.

→ We assess other environmental risks related to Pollution, Water

and marine resources, Biodiversity and ecosystems and Resource

use and circular economy through the exercise described in the

section [2.3.5. 'Our approach to nature and biodiversity'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_124). This

assessment seeks to identify connection between our portfolios

and nature in line with target 15 of the Kunming-Montreal

Global Biodiversity Framework adopted at the United Nations

Climate Change Conference 2022 (COP15).

→ For social and governance risks, we use the Sustainability

Accounting Standards Board’s (SASB) financial materiality and

internal financial information.

Opportunities

We base the opportunities assessment on forecasts for all our

global businesses. We map out projected ESG revenue against the

identified opportunities and compared it to the Group’s revenue on

a scale of 1 to 5.

Stakeholder views

We supplement IROs assessments with stakeholder views

(affected groups and readers of the report).

87 The two key functions at Group level monitoring these aspects were consulted.

Annual report 2025116

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

The number of specific inputs received within this exercise is detailed below. These inputs are part of the constant dialogue with our

stakeholders, as detailed in section [1.3. 'Stakeholder engagement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_64)'.

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| Retail.gif  Retail  Customers |  | Investors.gif  Investors |  | NGOs.gif  NGOs |  | SeniorManagement.gif  Senior  management |  | Employees.gif  Employees |  | Regulators.gif  Regulators and  supervisors 87 |
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| N = 9000+ |  | N = 8 |  | N = 3 |  | N = 8 |  | N = c.200 |  | N = 2 |

The survey results show agreement in prioritizing three areas: the

fight against climate change and supporting the green transition;

protecting customer data; information transparency and fostering

financial inclusion. Specifically:

• Retail customers prioritize social (privacy and personal data

security) and governance matters (transparency and honesty).

• Employees and senior management prioritize each ESG area

equally.

• Investors, regulators and NGOs prioritize environmental

matters.

4. Materiality thresholds

We set a threshold of 3.5 on a scale of 1 to 5 to classify an IRO as

material (for impact perspective and financial materiality). This

means that we consider IROs that sit between medium (3) and high

(4) as material. Taken as a reference the score calculation for the

impacts, the score values greater than 3.5 represent events of

medium-high severity and events with medium-high probability of

occurrence.

We also assess the reasonability and coherence of the list of IROs

identified as material. In quantitative terms assuming that the

distribution of the events materiality follows a normal distribution

(average=3 and standard deviation = 0.5), the probability of a score

value of 3.5 is around 16%, which is considered reasonable for a

material event.

Annual report 2025117

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Information on impacts, risks and opportunities (IROs)

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| ESRS | IRO description | IRO type | Value chain | Summary of current/  potential effects  (narrative) | People/  environment | Strategy- and business  model-related impacts | Time  horizon1 | Linked to  impact due to  own  operations or  business  relations  2 | Systemic/  specific | Core activities that lead  to positive impacts | Risks and/or  opportunities  stemming  from impacts | More details |
| E1 - Climate  change | Contribution to  protecting the  environment by driving  an increase in the use of  renewable energy and  other low-carbon  technologies. | Positive  impact | Downstream | - Promote the  development of  innovative, clean  technology and our  customers’ transition | Environment | 1. Help our customers in  their green transition  while also managing  climate-related risks and  impacts | Short/  medium  term | Business  relations | N/A | N/A | N/A | [2.2 'Supporting our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_91)  [customers' transition'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_91) |
| E1 - Climate  change | Contribution to reducing  the Group’s scope 1 and  2 greenhouse gas  emissions. | Positive  impact | Own  operations | - Reducing our  environmental footprint | Environment | 1. Help our customers in  their green transition  while also managing  climate-related risks and  impacts | Short/  medium  term | Own  operations | N/A | N/A | N/A | [2.4 'Aiming to align our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127)  [activity with the Paris](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127)  [Agreement Goals'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127) - [2.4.5](#i6ecb2a0d58d04b53bfadfa2a833efaa7_142)  ['Our environmental](#i6ecb2a0d58d04b53bfadfa2a833efaa7_142)  [footprint'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_142) |
| E1 - Climate  change | Adverse impact on  climate and the  environment due to the  bank’s financing of, or  investment in, certain  nonsustainable  assets and activities. | Negative  impact | Downstream | - Adverse environmental  impact | Environment | 1. Help our customers in  their green transition  while also managing  climate-related risks and  impacts | Short/  medium  term | Business  relations | N/A | N/A | N/A | [2.4 'Aiming to align our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127)  [activity with the Paris](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127)  [Agreement Goals'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127) |
| E1 - Climate  change | Growth in the financing  and investment in  transition and clean tech  solutions, supporting the  economy and key sectors  such as energy,  construction, mobility  and agriculture. | Opportunity | Downstream | Support clean  technology through our  financial product  proposition and grow our  revenue by providing  sustainable solutions in  several sectors and  partnering our customers  in their transition | N/A | N/A | N/A | N/A | N/A | N/A | ✔ | [2.2 'Supporting our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_91)  [customers' transition'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_91) |
| E1 - Climate  change | Reputational risk based  on the perception of the  Bank's progress with  Group climate-related  policies and objectives in  certain jurisdictions and  that could lead to other  type of risk implications. | Risk | Own  operations  and  downstream | - Potential reputational  damage if risks  materialize | N/A | N/A | N/A | N/A | N/A | N/A | ✔ | [2.3 'Embedding climate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_109)  [in risk management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_109)-  [2.3.3 'Reputational risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_118) |
| S1 - Own  workforce | Promotion of the health,  well-being and security  of our employees in a  safe and inclusive  workplace; facilitate a  positive work-life  balance between  personal and  professional life through  policies that foster the  balance between them. | Positive  impact | Own  operations | - Contribute positively to  a workplace that  promotes flexible  working, health and  well-being | People | 2. Help our employees  develop by promoting  diversity and learning  and providing fair  working conditions. | Short/  medium  term | Own  operations | N/A | Global health and well-  being strategy that sets  out how we protect the  health, safety and well-  being of our employees  and promote a healthy  lifestyle. | N/A | [3.1 'Our employees'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) -  [3.1.2 'Working](#i6ecb2a0d58d04b53bfadfa2a833efaa7_163)  [conditions'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_163) |

Annual report 2025118

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| ESRS | IRO description | IRO type | Value chain | Summary of current/  potential effects  (narrative) | People/  environment | Strategy- and business  model-related impacts | Time  horizon1 | Linked to  impact due to  own  operations or  business  relations  2 | Systemic/  specific | Core activities that lead  to positive impacts | Risks and/or  opportunities  stemming  from impacts | More details |
| S1 - Own  workforce | Promotion of a  workforce that reflects  the society we live in and  encourages collaboration  and provides  opportunities  for all our employees,  irrespective of personal  characteristics and in  compliance with the law. | Positive  impact | Own  operations | - Contribute positively to  an inclusive environment  that offers equal  opportunity for all | People | 2. Help our employees  develop by promoting  diversity and learning  and providing fair  working conditions. | Short/  medium  term | Own  operations | N/A | Global inclusive culture  strategy for 2020-2025  that drives us to act  ethically, purposefully  and transparently. | N/A | [3.1 'Our employees'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) -  [3.1.2 'Working](#i6ecb2a0d58d04b53bfadfa2a833efaa7_163)  [conditions'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_163), [3.1.3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_166)  ['Inclusive culture'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_166) |
| S1 - Own  workforce | Promotion of continuous  career development and  personal growth through  learning and  development  programmes. | Positive  impact | Own  operations | - Promote training,  development and  personal growth among  employees | People | 2. Help our employees  develop by promoting  diversity and learning  and providing fair  working conditions. | Short/  medium  term | Own  operations | N/A | Create talent  programmes to promote  individual growth while  considering business  demands. | N/A | [3.1 'Our employees'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) -  [3.1.1 'Talent and skills](#i6ecb2a0d58d04b53bfadfa2a833efaa7_160)  [development'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_160) |
| S1 - Own  workforce | Promotion of the general  well-being of employees  and provide appropriate  remuneration under  equal conditions based  on merit and market  rates. | Positive  impact | Own  operations | - Promote appropriate  and equal remuneration | People | 2. Help our employees  develop by promoting  diversity and learning  and providing fair  working conditions. | Short/  medium  term | Own  operations | N/A | Remuneration  framework that  combines fixed and  variable pay schemes  based on targets for  employees and the  Group. | N/A | [3.1 'Our employees'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) -  [3.1.2 'Working](#i6ecb2a0d58d04b53bfadfa2a833efaa7_163)  [conditions'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_163) |
| S1 - Own  workforce | Harm employees if  unlawful discriminatory  conduct, inadequate  working conditions,  harassment or corruption  occur. | Negative  impact | Own  operations | - Potential harm to  employees through an  inadequate working  environment and  conditions. | People | 2. Help our employees  develop by promoting  diversity and learning  and providing fair  working conditions. | Short/  medium  term | Own  operations | Systemic | N/A | N/A | [3.1 'Our employees'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) -  [3.1.3 'Inclusive culture'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_166) |
| S1 - Own  workforce | Potential risk of conflict  with employees based  on the infringement of  their rights. | Risk | Own  operations | - Potential harm if risks  materialize | N/A | N/A | N/A | N/A | N/A | N/A | ✔ | [3.1 'Our employees'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) -  [3.1.2 'Working](#i6ecb2a0d58d04b53bfadfa2a833efaa7_163)  [conditions'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_163) |
| S4 -  Consumers  and end  users | Positive impact on  customers due to the  bank’s offer of products  and services that adapt  to their needs and  expectations  and promote financial  inclusion and health. | Positive  impact | Own  operations | - Promote customer  inclusion through  products and services  that adapt to their needs | People | 4. Be a trusted partner to  our customers, with  products and services  that adapt to their needs,  while applying  responsible practices,  supporting their financial  inclusion, and protecting  their information. | Short/  medium  term | Own  operations | N/A | Develop products and  services and special  programmes to achieve  financial health and  inclusion | N/A | [3.3 'Our customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) -  [3.3.2 'Financial health](#i6ecb2a0d58d04b53bfadfa2a833efaa7_193)  [and inclusion'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_193) |
| S4 -  Consumers  and end  users | Education on, and  awareness of,  cybersecurity to  understand potential  threats and ways to repel  them. | Positive  impact | Own  operations | Knowledge and  awareness of  cybersecurity matters to  help reduce online  threats | People | 4. Be a trusted partner to  our customers, with  products and services  that adapt to their needs,  while applying  responsible practices,  supporting their financial  inclusion, and protecting  their information. | Short/  medium  term | Own  operations | N/A | Interactive campaigns,  awareness workshops,  corporate sponsorship,  podcasts | N/A | [3.3 'Our customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) -  [3.3.3 Privacy, data](#i6ecb2a0d58d04b53bfadfa2a833efaa7_196)  [protection and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_196)  [cybersecurity](#i6ecb2a0d58d04b53bfadfa2a833efaa7_196) |

Annual report 2025119

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| ESRS | IRO description | IRO type | Value chain | Summary of current/  potential effects  (narrative) | People/  environment | Strategy- and business  model-related impacts | Time  horizon1 | Linked to  impact due to  own  operations or  business  relations  2 | Systemic/  specific | Core activities that lead  to positive impacts | Risks and/or  opportunities  stemming  from impacts | More details |
| S4 -  Consumers  and end  users | Negative impact on the  customer if they do not  have access to  complaints channels or  if, after making a  complaint, the  bank fails to take the  necessary action. | Negative  impact | Own  operations | - Potential breakdown of  trust and long-term  relationships with  customers | People | 4. Be a trusted partner to  our customers, with  products and services  that adapt to their needs,  while applying  responsible practices,  supporting their financial  inclusion, and protecting  their information. | Short/  medium  term | Own  operations | Systemic | N/A | N/A | [3.3 'Our customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) -  [3.3.1 'Conduct with](#i6ecb2a0d58d04b53bfadfa2a833efaa7_190)  [customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_190) |
| S4 -  Consumers  and end  users | Potential infringement of  customers’, employees’  or shareholders’ rights if  a lack of appropriate  technical or  organizational measures  to protect their personal  data according to law  and the practices set by  the Group occur. | Negative  impact | Upstream | - Potential breakdown of  trust and long-term  relationships with  customers | People | 4. Be a trusted partner to  our customers, with  products and services  that adapt to their needs,  while applying  responsible practices,  supporting their financial  inclusion, and protecting  their information. | Short/  medium  term | Business  relations | Systemic | N/A | N/A | [3.3 'Our customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) -  [3.3.3 Privacy, data](#i6ecb2a0d58d04b53bfadfa2a833efaa7_196)  [protection and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_196)  [cybersecurity](#i6ecb2a0d58d04b53bfadfa2a833efaa7_196) |
| S4 -  Consumers  and end  users | Negative impact on the  customer if the bank fails  to provide sufficient  information on products  or services or to  guarantee access to, or  the use of, products and  services that may  present certain obstacles  or weak spots. | Negative  impact | Downstream  and own  operations | - Potential breakdown of  trust and long-term  relationships with  customers | People | 4. Be a trusted partner to  our customers, with  products and services  that adapt to their needs,  while applying  responsible practices,  supporting their financial  inclusion, and protecting  their information. | Short/  medium  term | Business  relations and  own  operations | Systemic | N/A | N/A | [3.3 'Our customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) -  [3.3.1 'Conduct with](#i6ecb2a0d58d04b53bfadfa2a833efaa7_190)  [customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_190) |
| S4 -  Consumers  and end  users | Potential losses due to  fines or a reduction in the  number of customers if a  failure to detect or  respond effectively to  breaches of privacy  occur. | Risk | Downstream | - Potential harm if risks  materialize | N/A | N/A | N/A | N/A | N/A | N/A | ✔ | [3.3 'Our customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) -  [3.3.3 Privacy, data](#i6ecb2a0d58d04b53bfadfa2a833efaa7_196)  [protection and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_196)  [cybersecurity](#i6ecb2a0d58d04b53bfadfa2a833efaa7_196) |
| S4 -  Consumers  and end  users | Potential losses due to  complaints or a reduction  in the number of  customers if substandard  customer practices occur. | Risk | Downstream | - Potential harm if risks  materialize | N/A | N/A | N/A | N/A | N/A | N/A | ✔ | [3.3 'Our customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) -  [3.3.1 'Conduct with](#i6ecb2a0d58d04b53bfadfa2a833efaa7_190)  [customers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_190) |

Annual report 2025120

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| ESRS | IRO description | IRO type | Value chain | Summary of current/  potential effects  (narrative) | People/  environment | Strategy- and business  model-related impacts | Time  horizon1 | Linked to  impact due to  own  operations or  business  relations  2 | Systemic/  specific | Core activities that lead  to positive impacts | Risks and/or  opportunities  stemming  from impacts | More details |
| S3 - Affected  communities | Contribution to  education, employability  and entrepreneurship, as  well as to community  development through  support programmes | Positive  impact | Own  operations | - Enhance education,  employability and  entrepreneurship  opportunities, and  contribute positively to  addressing social needs  in the communities we  serve | People | 3. Contribute to the  economic, financial and  social development of  our communities, with a  special focus on  education, employability  and entrepreneurship. | Short/  medium  term | Own  operations | N/A | - Education: Grants and  scholarships for students  and researchers to  access and complete  their studies; and  support to universities in  overcoming their key  challenges (i.e.  digitalization)  - Employability: Support  lifelong learning; and  facilitate access to  employment in the early  stages of people’s career.  - Entrepreneurship:  Provide access to the  training, advice and  resources (including  benefits). | N/A | [3.2 'Sustainable](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172)  [development in our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172)  [communities'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172) - [3.2.4](#i6ecb2a0d58d04b53bfadfa2a833efaa7_184)  ['Community Support'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_184) |
| S3 - Affected  communities | Drive economic growth  and job creation in the  regions where we  operate and provide  credit to people and  businesses | Positive  impact | Downstream | - Grow the economy by  helping people and  businesses | People | 3. Contribute to the  economic, financial and  social development of  our communities, with a  special focus on  education, employability  and entrepreneurship. | Short/  medium  term | Business  relations | N/A | Lending to create or  grow businesses;  microloans to  microentrepreneurs to  support the start-up and  expansion of their  businesses; and  mortgages and loans for  other items. | N/A | [3.2 'Sustainable](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172)  [development in our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172)  [communities'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172) - [3.2.1](#i6ecb2a0d58d04b53bfadfa2a833efaa7_175)  ['Supporting the economy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_175)  [and social development](#i6ecb2a0d58d04b53bfadfa2a833efaa7_175)  [of our communities'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_175) |
| S3 - Affected  communities | Contribution to  sustainable development  through financing and  investment that  promotes sustainable  performance in  companies, addresses  societal challenges,  mitigates a specific issue,  or pursues positive  societal outcomes | Positive  impact | Downstream | - Grow the economy,  with a focus on activities  that promote ESG  performance; address  social challenges;  mitigate a specific social  issue; or pursue positive  social outcomes | People | 3. Contribute to the  economic, financial and  social development of  our communities, with a  special focus on  education, employability  and entrepreneurship. | Short/  medium  term | Business  relations | N/A | - Label operations.  - Propose investment  that covers ESG factors  and sustainability  objectives. | N/A | [3.2 'Sustainable](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172)  [development in our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172)  [communities'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172) - [3.2.2](#i6ecb2a0d58d04b53bfadfa2a833efaa7_178)  ['Responsible investment](#i6ecb2a0d58d04b53bfadfa2a833efaa7_178)  [and social finance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_178) |

Annual report 2025121

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| ESRS | IRO description | IRO type | Value chain | Summary of current/  potential effects  (narrative) | People/  environment | Strategy- and business  model-related impacts | Time  horizon1 | Linked to  impact due to  own  operations or  business  relations  2 | Systemic/  specific | Core activities that lead  to positive impacts | Risks and/or  opportunities  stemming  from impacts | More details |
| S3 - Affected  communities | Finance activities (in any  customer segment) that  breach the bank’s  policies and jeopardize  the well-being of present  and future generations  or fail to sufficiently  involve appropriate  stakeholders or use  suitable customer  identification  and management  mechanisms when  providing finance to a  customer or project. | Negative  impact | Downstream  and own  operations | - Potential damage to  people’s well-being and/  or to the environment | People/  environment | 3. Contribute to the  economic, financial and  social development of  our communities, with a  special focus on  education, employability  and entrepreneurship. | Short/  medium  term | Business  relations and  own  operations | Systemic | N/A | N/A | [3.2 'Sustainable](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172)  [development in our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172)  [communities'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172) - [3.2.3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_181)  ['Management of](#i6ecb2a0d58d04b53bfadfa2a833efaa7_181)  [environmental and social](#i6ecb2a0d58d04b53bfadfa2a833efaa7_181)  [aspects'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_181) |
| G1 -  Business  conduct | Act responsibly and  consider investors’  interests and the impact  on employees, broader  society and the  environment;  pay taxes to support the  distribution of wealth. | Positive  impact | Own  operations | - Promote decision-  making that considers all  stakeholders’ interests | People/  environment | 5. Act responsibly  through a strong culture,  governance and conduct. | Short/  medium  term | Own  operations | N/A | N/A | N/A | [4.2 'Ethical conduct'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_205) |
| G1 -  Business  conduct | Protect the  confidentiality of users of  the bank’s ethical  channel and have an  effective reporting  system in place that  follows robust principles  and procedures. | Positive  impact | Own  operations | - Availability of  mechanisms for  stakeholders to escalate  confidentially and/or  anonymously (and  according to regulatory  requirements)  substandard practices by  the bank and its people | People | 5. Act responsibly  through a strong culture,  governance and conduct. | Short/  medium  term | Own  operations | N/A | N/A | N/A | [4.3 'Ethical channels'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_208) |
| G1 -  Business  conduct | Promote responsible  practices among  vendors; engage with  them, assess their  performance in  environmental, social  and governance (ESG)  matters and give them  recommendations and  tools to improve. | Positive  impact | Own  operations | - Promote responsible  practice in our value  chain | People/  environment | 5. Act responsibly  through a strong culture,  governance and conduct. | Short/  medium  term | Own  operations | N/A | N/A | N/A | [4.4 'Our suppliers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_211) |
| G1 -  Business  conduct | Negative impact on the  environment or broader  society by failing to  implement measures to  resolve incidents through  complaints or reporting  channels or due to a lack  of continuous  improvement actions. | Negative  impact | Own  operations | - Potential harm to  people and/or the  environment; loss of  stakeholders’ trust in the  channel’s effectiveness | People/  environment | 5. Act responsibly  through a strong culture,  governance and conduct. | Short/  medium  term | Own  operations | N/A | N/A | N/A | [4.3 'Ethical channels'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_208) |

Annual report 2025122

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| ESRS | IRO description | IRO type | Value chain | Summary of current/  potential effects  (narrative) | People/  environment | Strategy- and business  model-related impacts | Time  horizon1 | Linked to  impact due to  own  operations or  business  relations  2 | Systemic/  specific | Core activities that lead  to positive impacts | Risks and/or  opportunities  stemming  from impacts | More details |
| G1 -  Business  conduct | Harm broader society  through bribery or  corruption. | Negative  impact | Own  operations | - Potential loss of  customers’ and other  stakeholders’ trust | People | 5. Act responsibly  through a strong culture,  governance and conduct. | Short/  medium  term | Own  operations | N/A | N/A | N/A | [4.2 'Ethical conduct'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_205) |
| G1 -  Business  conduct | Potential risk from failing  to ensure the operational  resilience of the value  chain by assessing  vendors’ solvency,  reputation and  compliance with the law. | Risk | Own  operations | - Potential harm if risks  materialize | N/A | N/A | N/A | N/A | N/A | N/A | ✔ | [4.4 'Our suppliers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_211) |
| G1 -  Business  conduct | Risk stemming from  improper conduct that  makes illicit funds or  assets appear legitimate  and, therefore, facilitates  illegal activity or to  benefit from it. | Risk | Own  operations | - Potential harm if risks  materialize | N/A | N/A | N/A | N/A | N/A | N/A | ✔ | [4.2 'Ethical conduct'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_205) |
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| 1. For more information on time horizons, see section  [1.2 'Materiality assessment'.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_67)  2. Own operations are the bank’s internal activities; Business relations primarily centre on upstream and downstream value chain activities. | | | | | | | | | | | | |

88 The Climate transition plan and the climate content of the Sustainability statement takes into account the recommendations of Glasgow Financial Alliance for Net Zero

(GFANZ) and Task Force on Climate-related Financial Disclosures (TCFD)

89 The net-zero and APS reference scenarios used as reference, as well as the values considered for 2030, are those published by the IEA in its 2024 World Energy Outlook

report. For oil and gas, the 2023 edition was used, as the 2024 report does not include an update of operational emissions for oil and gas. For own emission reduction

reference data for 2030 is 104,400 ton (-42% vs. 2020).

90 PCAF: 'Partnership for Carbon Accounting Financials' is a global partnership of financial institutions that work together to develop and implement a harmonized approach to

assess and disclose the greenhouse gas (GHG) emissions associated with their loans and investments. Santander joined PCAF in 2021.

Annual report 2025123

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

SN 4. Climate transition plan  88

i.

#### Alignment targets details

Target  types : To help our customers’ transition to a low-carbon

economy, we employ physical emissions intensity for setting

targets in the oil & gas, power generation, steel and auto sectors.

Since transition pathways differ significantly across geographies,

sectors and regulatory contexts, we use target ranges for our

sectoral alignment.  We prioritize engagement over divestment.

We recognize that in certain situations, establishing alignment

targets may inadvertently discourage the transition, for example,

when customers increase their leverage to undertake significant

CapEx programs to align their operations, while the alignment

benefits will only materialise over the medium term. To prevent

undesirable outcomes like the one described, we evaluate each

case individually and base our decisions on a long-term

perspective. However, due to the absence of a widely accepted

'transition finance taxonomy', we consider alignment targets to be

an effective tool for informing portfolio decisions, provided that

each case is managed individually. For the different targets’ design

choices taken, we considered inputs from several different internal

and external stakeholders.

Scenarios : 89  To set science-based alignment targets for our

financed sectors to 2030, and recognising that transition pathways

differ significantly across geographies, sectors and regulatory

contexts, we use regional NZE2050 and APS scenarios from the

IEA, both consistent with the Paris Agreement goal of keeping

global warming to 1.5ºC and 1.7°C respectively. These target

ranges enable us to account for different transition speeds and

regulatory frameworks, and to adjust annually in line with the

latest scientific and policy developments. Our scope 1 and 2 own

emission reduction objective by 2030 aligns with the cross-sector

absolute reduction method considered by SBTi, which goes beyond

the minimum ambition of a linear annual reduction of 4.2%

between the base year and target year. The reduction plan for

2030 is consistent with the Paris Agreement and in line with

Regulation (EU) 2021/1119.

Target coverage: All CIB portfolio targets and metrics are global

and include our core subsidiaries. SCF's target is European and

includes its passenger car portfolio (including loans and leasing) in

16 units (13 countries in Europe). This is the same scope we use to

measure emissions performance and progress with our targets,

though we are working on obtaining information and tracking

emissions for other vehicle types.

Baseline years: We use 2023 as the baseline year for the four CIB

targets and 2022 for auto lending in Europe, respectively. We

chose those years to be representative of our portfolios following

this year’s target review. For our own operations emissions (Scopes

1 & 2) reduction objectives, we use 2020 as the baseline

considering the deadline of the plan set to 2030, and the guidelines

criteria for setting science-based targets.

Financed  emissions: According to the methodology and design we

chose for each target we calculate financed emissions based on

PCAF 90. Since the emissions information of our customers or

financed assets is not available in the same way as their financial

information, there is a lag of at least one year in the emissions

data.

ii. Disclosed financed emissions

Santander discloses financed emissions from its loan portfolio for

different uses. In the context of portfolio alignment, we calculate

the financed emissions of the portfolios of the most relevant

sectors, following market standards and practices, focusing on the

parts of the value chain of each industry that are most polluting

and actionable through alignment strategies. For this purpose it is

necessary to use information to monitor alignment strategies and

their effectiveness.

Additionally, obligations arising from regulatory or supervisory

requirements need to cover financed emissions from wider

perimeters. For this, we also use other sources and methodologies,

including average emission factors per sector based on market-

recognised methodologies (such as PCAF).

We also calculate the financed emissions of our long-term

investments in equity and sovereign debt, which represent

material exposures in our balance sheet.

Annual report 2025124

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| 2. Financed emissions for alignment A | | | | | | | |
| Sector | YearB | Exposure  (drawn  amount  EUR bn) C | Emissions  scope | Absolute  emissionsD | Physical emissions  intensity | Financial emissions  intensity | Overall PCAF  scoreE |
| Power generation | 2023 | 12.79 | 1 | 3.88 mtCO₂e | 149 kgCO₂e/MWh | 0.30 mtCO₂e/EUR bn lent | 2.7 |
| 2024 | 12.16 | 2.07 mtCO₂e | 88 kgCO₂e/MWh | 0.17 mtCO₂e/EUR bn lent | 2.7 |
| Oil & Gas | 2023 | 5.84 | 1 + 2 | 0.75 mtCO₂e | 3.08 tCO₂e/TJ | 0.13 mtCO₂e/EUR bn lent | 3.0 |
| 2024 | 5.44 | 0.71 mtCO₂e | 3.15 tCO₂e/TJ | 0.13 mtCO₂e/EUR bn lent | 3.0 |
| Steel | 2023 | 1.73 | 1 + 2 | 1.59 mtCO₂e | 1.47 tCO₂e/tS | 0.92 mtCO₂e/EUR bn lent | 3.1 |
| 2024 | 1.47 | 1.36 mtCO₂e | 1.51 tCO₂e/tS | 0.92 mtCO₂e/EUR bn lent | 3.0 |
| Auto - manufacturing | 2023 | 3.77 | 3F | 2.56 mtCO₂ | 135 gCO₂/vkm | 0.68 mtCO₂/EUR bn lent | 3.0 |
| 2024 | 3.65 | 2.15 mtCO₂ | 128 gCO₂/vkm | 0.59 mtCO₂/EUR bn lent | 3.0 |
| Auto - lendingG | 2023 | 62.40 | 1 + 2 | 6.78 mtCO₂e | 133 gCO₂e/vkm | 0.11 mtCO₂e/EUR bn lent | 2.7 |
| 2024 | 66.27 | 6.42 mtCO₂e | 129 gCO₂e/vkm | 0.09 mtCO₂e/EUR bn lent | 2.7 |
| Primary energy | 2023 | 18.34 | 3F | 14.85 mtCO₂e | 45.1 tCO₂e/TJ | 0.81 mtCO₂e/EUR bn lent | 3.0 |
| 2024 | 17.12 | 12.65 mtCO₂e | 42.0 tCO₂e/TJ | 0.74 mtCO₂e/EUR bn lent | 2.9 |
| Aviation | 2023 | 0.70 | 1 + 2 | 0.58 mtCO₂e | 83 gCO₂e/RPK | 0.83 mtCO₂e/EUR bn lent | 3.0 |
| 2024 | 0.53 | 0.46 mtCO₂e | 78 gCO₂e/RPK | 0.87 mtCO₂e/EUR bn lent | 3.0 |
| AgroH | 2023 | 2.87 | 1 + 2 | 8.41 mtCO₂e | 6.87 tCO₂e/ton | 2.93 mtCO₂e/EUR bn lent | 3.0 |
| 2024 | 2.46 | 7.12 mtCO₂e | 6.56 tCO₂e/ton | 2.89 mtCO₂e/EUR bn lent | 3.0 |
| MortgagesI | 2023 | 262.45 | 1 + 2 | 1.93 mtCO₂e | 21.06 kgCO₂e/m² | 0.01 mtCO₂e/EUR bn lent | 3.5 |
| 2024 | 284.13 | 2.19 mtCO₂e | 19.00 kgCO₂e/m² | 0.01 mtCO₂e/EUR bn lent | 3.6 |
| Commercial Real  Estate J | 2023 | 18.26 | 1+2 | 0.19 mtCO₂e | 22.89 kgCO₂e/m² | 0.01 mtCO₂e/EUR bn lent | 4.0 |
| 2024 | 18.82 | 0.31 mtCO₂e | 26.14 kgCO₂e/m² | 0.03 mtCO₂e/EUR bn lent | 4.0 |

A.These financed emissions should not be confused with the EBA Pillar 3 exercise financed emissions calculations, as the perimeter and therefore, supporting data of the two

exercises are different. In the case of corporate business loans, Banco Santander calculates the Total Value of the Company (used to obtain the emissions attribution factor)

by adding the total equity and debt of the company in order to avoid the high volatility in market capitalization.

B.Obtaining emissions data from our customers is a challenge. As they disclose more non-financial information worldwide, the quality of our reporting on financed emissions

will improve. In some other retail sectors, we rely on availability of emissions information for the different asset types as well as business information.

C.For power generation it includes Corporates and Project Finance in operation, and under construction. Exposure in Santander Polska in 2024: EUR 0.76 bn in Power

Generation and EUR 0.61bn in Auto Manufacturer. Exposure in remaining CIB sectors not material.

D.Absolute financed emissions 2024 in Santander Polska 0.33 mtCO2e in Auto Manufacturer. Absolute financed emissions in other CIB sectors not material.

E. In line with PCAF’s data source hierarchy, this score is assigned to financed emissions calculations, ranging from 1 ( company-reported and verified data) to 5 (proxy or

industry-average data).

F.Scope 3 - category 11: use of sold products.

G.Consumer lending for the acquisition of passenger cars, covering a significant majority of the exposure in Europe..

H.Agriculture portfolio in Brazil. From 2024 onwards, and in line with materiality criteria, the calculation includes only soy, corn and beef cattle. The 2023 figure was

recalculated to ensure comparability.

I.Mortgage portfolio in the United Kingdom and Spain for 2023; United Kingdom, Spain and Portugal for 2024. Assessment includes Scope 1 and 2 emissions based on actual

(where available) and modelled EPC's.

J. Commercial real estate portfolios in the United Kingdom and Spain for 2023; in the United Kingdom, Spain and Portugal for 2024. Assessment includes Scope 1 and 2

emissions based on actual (where available) and modelled EPC's.

More detail regarding other financed emissions calculations from our balance sheet, see section [SN 7.1 'Green transition'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244).

iii. Internal carbon pricing

Internal carbon pricing is a tool that helps internalize the external

costs of carbon emissions and align operations with broader

sustainability objectives. We consider setting an internal carbon

price is not the most appropriate approach for our type of

operations and core business model as we strive to help our

customers go green. Nonetheless, we do consider carbon pricing in

several of our internal review and assessment tools, such as

scenario analyses and transition risk calculations. These processes

reflect the 'real world' costs in our prices. A 'fictitious' internal

carbon price would cause disparity between the customer’s actual

ability to pay debt and internal valuations. We encourage the

creation of carbon prices in real economies to facilitate the

transition to a low-carbon economy.

Grupo Santander’s strategy to lessen the environmental impact of

our operations involves reducing CO2e emissions and offsetting the

emissions that we’re unable to reduce. We follow a strict carbon

credits selection process that includes due diligence on compliance

and consistency with our environmental, social and climate change

policy. Credits are certified under some of the industry's most well-

known standards. Moreover, the carbon credits we purchase are

ratified by an independent rating agency to validate their integrity.

We actively monitor the voluntary carbon credit market to adapt

our offsetting strategy to best practice.

Offsetting serves to internalize the cost of emissions (scopes 1 and

2) from our own operations.

iv. EU Paris-aligned benchmarks

Because of our financing and investment operations, Santander is

not excluded from the EU Paris-aligned benchmarks. These

benchmarks are designed to align investment with the Paris

Agreement’s goals and include undertakings that meet special

91 Estimates of future GHG emissions that could arise during the useful life of a company’s key assets. The term 'key assets' refers to existing or planned assets that a company

owns or controls (e.g. fixed or mobile installations and equipment) and that are direct or indirect energy-related sources of GHG emissions.

92 Estimates of future GHG emissions as the direct GHG emissions from the use of products sold throughout their useful life (category 3.11).

93 Does not include information on Santander Bank Polska S.A. and its subsidiaries.

94 These are: 1) climate change mitigation; 2) climate change adaptation; 3) sustainable use and protection of water and marine resources; 4) transition to a circular economy;

5) pollution prevention and control and protection; and 6) restoration of biodiversity and ecosystems.

95 The CSRD applies to large companies, listed companies, banks, or insurance companies that meet certain criteria, such as having a balance sheet total greater than EUR 20

million, a turnover greater than EUR 40 million, or an average number of employees greater than 500 during the fiscal year.

96 Balance sheet total excluding exposures to sovereign debt, central banks and the trading book.

97 Calculation for the two climate-related objectives. For the flow of volumes, the Green Asset Ratio is  3.29%  (turnover-based) and  3.85%  (CapEx-based).

98 Eligibility for the climate-related targets is 31.2% based on turnover and 31.3% based on CapEx. For the remaining four targets, is 0.04%  based on turnover and 0.03% based

on CapEx.

Annual report 2025125

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sustainability standards. They exclude undertakings that do not

meet those standards.

We disclose our exposure to undertakings excluded from those

benchmarks in section ‘10.4 Credit quality of exposures‘ of our

Pillar 3 disclosures report in accordance with points (d) to (g) of

Article 12(1) and (2) of Regulation (EU) 2020/1818.

v. Locked-in GHG emissions

Our double materiality assessment shows that our direct emissions

do not have a negative impact on, or pose material risk to, the

environment. Regarding locked-in GHG emissions from key

assets, 91 the nature of our financing and investment activity means

that none of our key assets are sources of scope 1 and 2 emissions.

Nonetheless, the Group takes carbon footprint reduction measures

to help make a positive contribution to the environment.

As detailed in the [2.4.5 ‘Our environmental footprint](#i6ecb2a0d58d04b53bfadfa2a833efaa7_142)’ section

regarding indirect GHG emissions (scope 3), the only material

category under this scope was category 3.15 (financed emissions),

with a weighting of over 99% of the total scope 3 emissions.

Regarding locked-in GHG emissions from key products, 92 the

category Scope 3.11 'Use of sold products emissions' is not

material to the bank.

With regard to locked-in GHG emissions in category 3.15, there is

currently no information available to have a reliable estimation due

to lack of information from counterparties. In future exercises, its

evaluation will be assessed based on the availability of data.

SN 5. EU Taxonomy  93

#### Information on Article 8 of the EU Taxonomy

#### Regulation

In 2020, the European Union adopted the Taxonomy Regulation

that sets out a list of activities that can qualify as environmentally

sustainable  94 and stipulates that companies subject to the

Corporate Sustainability Reporting Directive 95 must disclose how

their operations align with the EU Taxonomy.

In this context, and in accordance with the transitional regime set

out in Commission Delegated Regulation (EU) 2026/73, the Group

will defer until 2026 the application of both the new templates and

the associated calculation methodologies (including the criteria

applicable to the numerator and denominator of the Taxonomy

KPIs, such as the Green Asset Ratio); accordingly, for the 2025

fiscal year the templates, calculation methodologies and disclosure

requirements are maintained.

→ GAR, financial institutions:

Financial institutions have been disclosing their Green Asset Ratio

(GAR) since 2023. This ratio measures the financing granted to

Taxonomy-aligned activities as the numerator and the total

balance sheet as the denominator. 96

To be considered aligned, activities must meet specific taxonomy

criteria and ensure that they do no significant harm (DNSH) to any

of the other environmental objectives and meet minimum social

safeguards (MSS).

#### Santander's GAR is

#### 3.17% (turnover-based)

 97

and  3.35%

#### (CapEx-based)

 98

The European Taxonomy criteria do not reflect the full reality of

companies’ transition efforts. Many activities that contribute to the

transition to a greener economy do not meet the Taxonomy’s

alignment criteria. Thus, we cannot include them in the ratio (for

instance, certain types of hybrid cars, which, despite being an

undoubted improvement on petrol cars, are not admitted in all

cases).

Moreover, the limitations in the design of the ratio and in financial

institutions’ implementation of the Taxonomy lead to reduced

numbers:

• The numerator and denominator are not symmetric. While the

denominator reflects the balance sheet total, the numerator only

includes financing in relation to four portfolios: financial

institutions; non-financial institutions subject to the CSRD;

households (mortgages, auto and renovations); and local

governments. Thus, the numerator does not consider green loans

to SMEs or the majority of non-European entities.

• The available data is limited. In Latin America and even in

European countries, energy efficiency certificates are either non-

existent or very limited, which makes it impossible to account for

aligned mortgages in the ratio. There are also significant gaps in

companies’ alignment information.

• DNSH (do no significant harm) and MSS (minimum social

safeguards) implementation criteria are complex and in no way

reflect the reality of a bank. These criteria compel financial

institutions to collect evidence that shows the counterparty

99 For the asset management and insurer KPI, we included eligible and aligned transactions based on the eligibility and alignment ratios of counterparties (both in terms of

CapEx and turnover).

100 C/2024/6691

101 Eligibility for climate-related targets is 7.9%  based on turnover and 7.4% based on CapEx. For the remaining four objectives, eligibility is  1.88% based on turnover and

0.23% based on CapEx.

102 European Commission requirements dictate the disclosure of a KPI relating to investment and underwriting. Since the Group does not engage in underwriting relating to

non-life insurance (but only markets these products), we only disclose an investment KPI.

103 Eligibility for climate-related targets is 12.7%based on turnover and  9.6%based on CapEx. For the remaining four objectives, eligibility is 2.62% based on turnover and

0.50% based on CapEx.

104 Based on turnover and CapEx, with weightings according to the proportion of revenue stemming from the activities covered by the corresponding KPI in their total turnover.

Annual report 2025126

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meets certain standards for each transaction. This results in an

inability to include specific aligned financing (e.g. project finance)

in the numerator.

Based on a voluntary approach and to mitigate the first limitation

mentioned above, we complement disclosure, we complement the

GAR with an additional ratio (European and symmetric),  9.02%:

• The numerator follows the same criteria than the previous ratio

but only covers European exposures aligned with the Taxonomy.

• The denominator is symmetric and only includes portfolios

where we can currently label exposures as environmentally

sustainable: European financial and non-financial corporations

subject to the CSRD, households, and local governments. We

excluded (non-exhaustive list): Non-CSRD companies (since they

do not have reporting obligations), cash & interbank loans,

derivatives, goodwill and others.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| (EUR million) | 2025 | 2024 |
| GAR stockA | 3.17% | 3.04% |
| Taxonomy aligned activities | 43,150 | 39,656 |
| Total GAR denominator | 1,359,362 | 1,306,542 |
| European & Symmetric - GAR A | 9.02% | 7.90% |
| Taxonomy aligned activities | 42,962 | 39,287 |
| Total GAR denominator | 476,536 | 497,604 |
| A Turnover-based ratio | | |

→ Other businesses’ GAR (asset management, insurance and

investment services):

In addition to the credit institutions GAR that has already been

published, we included the GAR for asset management, insurance 99

and investment services businesses according to the European

Commission's requirements 100

→ Our key performance indicator for asset management is 2.44%

(based on turnover) and 3.48% (based on CapEx). 101

→ Our key performance indicator for insurance 102 is 1.70% (based

on turnover) and 2.09% (based on CapEx). 103

→ Regarding the investment services KPI, we analysed the turnover

of the Group's companies in relation to the total, noting that it

accounts for less than 3% and is, therefore immaterial.

Accordingly, as in the previous year, it has been decided not to

disclose the related templates.

→ Consolidated KPI:

Last, per the European Commission's communiqué, we publish a

consolidated KPI of all businesses, calculated as the weighted

average of the applicable KPI of each business (credit institutions,

asset management, insurance and investment services) based on

turnover and CapEx, with weightings according to the proportion of

revenue stemming from the activities covered by the

corresponding KPI in their total turnover. 104

Our consolidated KPI is  3.10% (based on turnover) and 3.30%

(based on CapEx).

We considered net interest income and fees for the weighting of

the turnover-based KPI.

Please find the complete disclosure on the following pages,

including the templates set out in the Taxonomy Regulation.

|  |  |
| --- | --- |
|  |  |
|  | For more details on how our financial strategy, product design and  relations with customers and counterparties comply with the EU  Taxonomy, please see the sections   2. 'Supporting the green transition'  and 10.9 'GFANZ transition planning' . |

|  |  |
| --- | --- |
|  |  |
|  | For more details about GAR, please see the section '[SN 7.2 EU taxonomy](#i952a7fb59f26435880871367d6d9b923_4266)  [tables](#i952a7fb59f26435880871367d6d9b923_4266) '. |

Annual report 2025127

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SN 6. Classification system and funding framework

#### Sustainable finance and investment classification system (SFICS)

|  |
| --- |
|  |
|  |

Sustainable finance is key to meeting our climate ambition. We

continue to build on our sustainable finance guidelines, which we

first published in February 2022, and that we continue updating

based on developments in regulation and market practice. Since

2024 it also includes socially responsible investment standards

and is now called the Sustainable finance and investment

classification system (SFICS).

The SFICS outlines common standards to consider an asset or

activity as environmental, social or sustainable in all the Group’s

units and businesses. It draws on such international market

guidelines, standards and principles as the EU Taxonomy (including

the four new environmental targets for 2023), ICMA (International

Capital Market Association) Principles, LMA (Loan Market

Association) Principles, UNEP FI Framework and the Climate Bonds

Standard.

The SFICS enables us to track our sustainable activity, support

product development and mitigate greenwashing risk.

In 2025, we have continued incorporating new criteria, focusing on

finance supporting the transition, as well as social finance criteria,

and in accordance with local law and regulation.

#### In 2025 we updated the SFICS based on lessons learned

and market trends. It now features:

|  |
| --- |
|  |
|  |

|  |  |
| --- | --- |
|  |  |
| CityBuildings.jpg | A sustainability approach for customers that  complements the activity-based approach. |
|  | Additional details on activities needed or supporting  the transition to a low carbon economy, sustainable  agriculture, food security and support to cooperatives. |
| SolarEnergy.jpg | New activities that come to light on the back of  developments in the EU Taxonomy and other local  taxonomies, covering environmental goals related to  water, waste, the circular economy and biodiversity. |

|  |
| --- |
|  |
|  |

We will continue working to evolve the SFICS in line with market

developments and business practice, to have a comprehensive set

of criteria that enables us to classify green and transition activities

that support our customers transition and contribute to our climate

ambition, as well as classifying activities as sustainable or social.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Internationally recognized sector principles and guidelines that the SFICS draws on | | | | | | | | | | |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
| EU taxonomy | | ICMA Green/  Social Bond  Principles | LMA Green  Loan  Principles | LMA  Sustainability  Linked Loan  Principles |  | ICMA  Sustainability  Linked Bond  Principles | | Local  taxonomies  (Colombia,  Mexico, Chile,  Brazil) | UNEP FI  framework | Climate Bond  Standards |
| Eligible products | | | | | | | | | | |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
| Dedicated purpose | | | | |  | Sustainability-linked financing | | | | |
|  | | | | |  |  | | | | |
| → Proceeds go towards  eligible environmental and social  activities and initiatives .  → Eligibility criteria: Activities with a specific environmental  and social purpose under accepted standards  that follow  internationally recognized sector guidelines and principles  (ICMA, LMA, Climate Bonds Standard) and the EU taxonomy. | | | | |  | → Sustainability-linked transactions  designed to help our  customers achieve their ESG objectives.  → Transaction structured to achieve  pre-determined  sustainability performance targets  (ESG ratings and metrics).  → Alignment with sector standards (ICMA and LMA). | | | | |
|  | | | | |  |  | | | | |
|  | | | | | | | | | | |
|  | | | | | | | | | | |

Annual report 2025128

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Green, social and sustainability funding global framework

|  |
| --- |
|  |
|  |

Up dated in 2023, this framework is the reference for all

environmental, social and sustainability-labelled funding

instruments traded in sustainable capital markets and enables all

Grupo Santander entities to issue based on it. It replaces our

previous Global sustainable bond and Green bond frameworks.

Consistent with best market practice and investor expectations, it

covers use of proceeds, project assessment and selection,

management of proceeds and reporting in line with the

International Capital Market Association’s (ICMA) and Loan Market

Association’s (LMA) guidelines. It is also consistent with the SFICS.

There are 15 labelled bonds available which have been issued

under this framework, with 6 of them issued in 2025.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Available green, social and sustainable bonds issued based on this framework\* | | | | | |
| Label | Issuance Date | Issuer | Product | Nominal | Maturity |
| Green | Oct-19 | Banco Santander S.A. | Senior Preferred | EUR 1 bn | 7 yrs |
| Green | Jun-20 | Banco Santander S.A. | Senior Non Preferred | EUR 1 bn | 7 yrs |
| Green | Jan-21 | Santander Consumer Bank AS | Senior Preferred | SEK 500 mn | 5 yrs |
| Green | Jun-21 | Banco Santander S.A. | Senior Non Preferred | EUR 1 bn | 8NC7 |
| Green | Nov-21 | Santander Consumer Bank AS | Senior Preferred | NOK 250 mn | 5 yrs |
| Social | Jun-24 | Banco Santander (Brasil) S.A. | Senior Unsecured | USD 250 mn | 3 yrs |
| Green | Sep-24 | Santander Consumer Bank AS | Senior Preferred | SEK 500 mn | 3 yrs |
| Green | Oct-24 | Santander Consumer Bank AS | Senior Preferred | SEK 300 mn | 3 yrs |
| Green | Nov-24 | Santander Consumer Bank AS | Senior Preferred | NOK 300 mn | 3 yrs |
| Green | Jun-25 | Banco Santander Chile | Senior Unsecured | USD 10 mn | 5 yrs |
| Green | Jul-25 | Banco Santander Chile | Senior Unsecured | JPY 10 bn | 3 yrs |
| Green | Aug-25 | Santander Consumer Bank AS | Senior Preferred | NOK 500 mn | 3 yrs |
| Sustainability | Oct-25 | Banco Santander de Negocios Colombia S.A. | Senior Unsecured | COP 150,000 mn | 2 yrs |
| Sustainability | Oct-25 | Banco Santander de Negocios Colombia S.A. | Senior Unsecured | COP 200,000 mn | 4 yrs |
| Green | Dec-25 | Banco Santander Chile | Senior Unsecured | USD 10 mn | 5 yrs |

\*Information disclosed in our quarterly fixed income reports

Annual report 2025129

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

SN 7 . Our progress in figures

[SN 7.1 Green transition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244)[130](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244)

[Table 1. Green finance](#ia4b148af416b45c09528cae4f69b8d3f_0-0-1-4-3384596) [130](#ia4b148af416b45c09528cae4f69b8d3f_0-0-1-4-3384596)

[Table 2. Environmental footprint](#i1f74f6f3525d4a168221dc02d27ccdba_0-0-1-4-3384596) [130](#i1f74f6f3525d4a168221dc02d27ccdba_0-0-1-4-3384596)

[Table 3. Gross scopes 1, 2, 3 and total GHG emissions](#i7b8a7be31301404a901df0071b60af99_0-0-1-9-3384596) [131](#i7b8a7be31301404a901df0071b60af99_0-0-1-9-3384596)

[Table 4. GHG mitigation projects financed through](#i2f0e4798672b489cb81f31e758f674a9_0-0-1-2-3384596)

[carbon credits](#i2f0e4798672b489cb81f31e758f674a9_0-0-1-2-3384596)[134](#i2f0e4798672b489cb81f31e758f674a9_0-0-1-2-3384596)

[Table 5 Equator principles](#ieab9836795ca4881a10472a2ad0c86b9_0-0-1-12-3384596) [134](#ieab9836795ca4881a10472a2ad0c86b9_0-0-1-12-3384596)

[SN 7.2 EU taxonomy tables](#i6ecb2a0d58d04b53bfadfa2a833efaa7_247)[135](#i952a7fb59f26435880871367d6d9b923_4266)

[SN 7.3 Employees](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250)[217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250)

[Table 6. Employees by region](#i23f9fb5f929046d98e601e31f4353e8c_0-0-1-3-3384596)[217](#i23f9fb5f929046d98e601e31f4353e8c_0-0-1-3-3384596)

[Table 7. Employees by gender](#i22f063b8e03547c88fab2a0af8303c70_0-0-1-3-3384596) [217](#i22f063b8e03547c88fab2a0af8303c70_0-0-1-3-3384596)

[Table 8. Employees by management group and gender](#if8ca8e21d57d470bb69f14f2448473e1_0-0-1-12-3384596)[218](#if8ca8e21d57d470bb69f14f2448473e1_0-0-1-12-3384596)

[Table 9. Employees by age bracket](#ic35d2f07d051460e849186837b18bc4e_0-0-1-9-3384596)[218](#ic35d2f07d051460e849186837b18bc4e_0-0-1-9-3384596)

[Table 10. Employees by employment contract](#i0a52848ddec948c792f01d3b6595cc15_0-0-1-6-3384596) [219](#i0a52848ddec948c792f01d3b6595cc15_0-0-1-6-3384596)

[Table 11. Collective bargaining coverage](#icc7bcb01782f4b66bf4013adfe4e5784_0-0-1-4-3384596)

[and social dialogue](#icc7bcb01782f4b66bf4013adfe4e5784_0-0-1-4-3384596)  [219](#icc7bcb01782f4b66bf4013adfe4e5784_0-0-1-4-3384596)

[Table 12. Turnover by region](#i46d37bea71cc4d9d9f94d37a5c99643a_0-0-1-6-3384596) [219](#i46d37bea71cc4d9d9f94d37a5c99643a_0-0-1-6-3384596)

[Table 13. Average remuneration by management group,](#ibcecee23b4c34006b2f64443014b522a_0-0-1-6-3384596)

[gender](#ibcecee23b4c34006b2f64443014b522a_0-0-1-6-3384596) [and age bracket](#ibcecee23b4c34006b2f64443014b522a_0-0-1-6-3384596)[220](#ibcecee23b4c34006b2f64443014b522a_0-0-1-6-3384596)

[Table 14. Remuneration ratios](#i965ee90e70b2496d9729ff9edec7e027_0-0-1-2-3384596) [220](#i965ee90e70b2496d9729ff9edec7e027_0-0-1-2-3384596)

[Table 15. Average remuneration of senior management](#iab241cdf2cd94d71ac2ed5dd485b1865_0-0-1-8-3384596) [220](#iab241cdf2cd94d71ac2ed5dd485b1865_0-0-1-8-3384596)

[Table 16. Average remuneration of senior](#i8c9b086a93c042fb9267d8a73ef19de1_0-0-1-8-3384596)

[management linked to long-term objectives](#i8c9b086a93c042fb9267d8a73ef19de1_0-0-1-8-3384596) [220](#i8c9b086a93c042fb9267d8a73ef19de1_0-0-1-8-3384596)

[Table 17. Senior management composition](#ia9bd86d08214497c911594339c9470c9_0-0-1-8-3384596)[220](#ia9bd86d08214497c911594339c9470c9_0-0-1-8-3384596)

[Table 18. Training](#i77ae4ef3138547f88b754156164eee00_0-0-1-2-3384596) [221](#i77ae4ef3138547f88b754156164eee00_0-0-1-2-3384596)

[Table 19. Hours of training by gender and management](#i378f16f6ec7b43e99baf8d71ee5d90b3_0-0-1-6-3384596)

[group](#i378f16f6ec7b43e99baf8d71ee5d90b3_0-0-1-6-3384596)[221](#i378f16f6ec7b43e99baf8d71ee5d90b3_0-0-1-6-3384596)

[Table 20. Occupational health and safety](#i97252317f29d4eb4974d5660508e54c3_0-0-1-8-3384596)[221](#i97252317f29d4eb4974d5660508e54c3_0-0-1-8-3384596)

[SN 7.4 Customers](#i6ecb2a0d58d04b53bfadfa2a833efaa7_253)[222](#i6ecb2a0d58d04b53bfadfa2a833efaa7_253)

[Table 21. Group customers](#ic33917f0245a41f199a5fcd52f4da103_0-0-1-4-3384596)[222](#ic33917f0245a41f199a5fcd52f4da103_0-0-1-4-3384596)

[Table 22. Dialogue by channel](#ibcc70ee005d24831a66405f8a5b6e285_0-0-1-4-3384596) [222](#ibcc70ee005d24831a66405f8a5b6e285_0-0-1-4-3384596)

[Table 23. NPS ranking by country](#i3aee98e9353246fa8c25e8a35d8fa489_0-0-1-3-3384596)[223](#i3aee98e9353246fa8c25e8a35d8fa489_0-0-1-3-3384596)

[Table 24. Total complaints](#idbb16d83d5454a63971a34e194f33073_0-0-1-3-3384596) [223](#idbb16d83d5454a63971a34e194f33073_0-0-1-3-3384596)

[SN 7.5 Financial inclusion](#i6ecb2a0d58d04b53bfadfa2a833efaa7_256)[223](#i6ecb2a0d58d04b53bfadfa2a833efaa7_256)

[Table 25. People financially included](#ibf412d4251924b45be3025069d3354af_0-0-1-3-3384596)[223](#ibf412d4251924b45be3025069d3354af_0-0-1-3-3384596)

[Table 26. Microfinance](#ib5e60259255f463b9928da6da7e68ed8_0-0-1-3-3384596)[224](#ib5e60259255f463b9928da6da7e68ed8_0-0-1-3-3384596)

[SN 7.6 Community support](#i6ecb2a0d58d04b53bfadfa2a833efaa7_259)[224](#i6ecb2a0d58d04b53bfadfa2a833efaa7_259)

[Table 27. Community support](#i61ccf4dc29414196ba81aad2d1681679_642)[224](#i61ccf4dc29414196ba81aad2d1681679_642)

[Table 28. People and organizations helped](#i61ccf4dc29414196ba81aad2d1681679_643)[224](#i61ccf4dc29414196ba81aad2d1681679_643)

[SN 7.7 Tax contribution](#i6ecb2a0d58d04b53bfadfa2a833efaa7_262)[225](#i6ecb2a0d58d04b53bfadfa2a833efaa7_262)

[Table 29. Total taxes paid](#i2871cd8afdb7495ba2484c0707ad0afe_0-0-1-6-3384596)[225](#i2871cd8afdb7495ba2484c0707ad0afe_0-0-1-6-3384596)

Annual report 2025130

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

SN 7.1

#### Green transition

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| 1. Green finance A | | | | | |
| EUR bn | 2025 | 2024 | 2023 | 2022 | 2021 |
| Raised and facilitated | 34.6 | 24.1 | 20.9 | 28.8 | 31.9 |
| Accumulated since 2019 | 174.0 | 139.4 | 115.3 | 94.5 | 65.7 |

A. From January to December 2025, CIB contributed EUR 34.6  billion to the green finance target. Information obtained from public sources, such as Infralogic, Dealogic, TXF or

Bloomberg league tables. All roles undertaken by Banco Santander in the same project are accounted for. Other sustainable finance components, such as financial inclusion

and entrepreneurship, are excluded. Green Finance raised and facilitated is not a synonym of EU Taxonomy. Information from League Tables extracted by 12 January 2026, at

the latest.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| 2. Environmental footprint | | | |
|  | 2025 | 2024 | Var. 2025-2024 (%) |
| Consumption |  |  |  |
| Total internal energy consumption (MWh) | 914,344 | 1,012,554 | -9.7 |
| Total fossil energy consumption (MWh) | 140,993 | 179,258 | -21.3 |
| Share of fossil sources in total energy consumption (%) | 15.4% | 17.7% | -12.9 |
| Consumption from nuclear sources (MWh) | 1,466 | 6,457 | -77.3 |
| Share of nuclear sources in total energy consumption (%) | 0.2% | 0.6% | -74.8 |
| Total certified renewable energy consumption (MWh) | 760,720 | 793,136 | -4.1 |
| Share of certified renewable sources in total energy consumption  (%) | 83.2% | 78.3% | 6.2 |
| Fuel consumption by renewable source, such as biomass (MWh) A | 5,358 | 0 | — |
| Consumption of purchased or acquired electricity, heat, steam, and  cooling from renewable sources (MWh) | 738,945 | 780,356 | -5.3 |
| Consumption of self-generated non-fuel renewable energy  (MWh) | 16,417 | 12,780 | 28.5 |
| Total not certified renewable energy consumption (MWh) | 11,165 | 33,703 | -66.9 |
| Share of not certified renewable sources in total energy consumption  (%) | 1.2% | 3.3% | -63.3 |
| Total electricity (millions of kwh) | 774.54 | 856.65 | -9.6 |
| Electricity from non-renewable sources (millions of kwh) | 19.17 | 63.52 | -69.8 |
| Electricity from renewable sources (millions of kwh) | 755.36 | 793.14 | -4.8 |
| Percentage of contractual instruments (contracts for renewable electricity  guaranteed by utility) used for the procurement of renewable electricity. | 53% | 53% | 0.3 |
| Percentage of contractual instruments (PPAs\_Power Purchase Agreements)  used for the purchase of renewable electricity | 9% | 9% | 0.5 |
| Percentage of contractual instruments (IRECs (International Renewable  Electricity Certificates or DoO) used for the procurement of renewable  electricity | 38% | 38% | -0.5 |
| Water (m3)B | 1,952,392 | 1,961,149 | -0.4 |
| Paper (t) | 6,106 | 6,023 | 1.4 |
| Recycled or certified paper (t) | 5,144 | 5,000 | 2.9 |

A. The total amount of renewable fuel reported is based on the purchase of biogas certificates in the United Kingdom, equivalent to Guarantees of Origin associated with the

gas consumed in our facilities.

B. Santander consumes water basically from public water supply networks.

Annual report 2025131

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| 3. Gross scopes 1, 2, 3 and total GHG emissions (excluding financed emissions) | | | | | | | | |
|  | Retrospective | | | | Milestones and target years G | | | |
|  | Base year  (2020) G | Comparative  (2024) | N (2025) | % N / N-1 | 2025 | 2030 | 2050 | Annual  Target % /  Base Year |
| Scope 1 GHG emissions A,B |  |  |  |  |  |  |  |  |
| Gross scope 1 GHG emissions (tCO2 e) | 41,158 | 40,699 | 40,173 | (1.3%) | - | 38,499 | - | 0.6% |
| Scope 2 GHG emissions A,C |  |  |  |  |  |  |  |  |
| Gross location-based Scope 2 GHG  emissions (tCO 2 e) | 297,621 | 194,276 | 165,781 | (14.7%) | - | 172,276 | - | 4.2% |
| Gross market-based Scope 2 GHG  emissions (tCO2 e) | 144,038 | 24,350 | 11,524 | (52.7%) | - | 12,350 | - | 9.1% |
| Significant scope 3 GHG emissions D |  |  |  |  |  |  |  |  |
| Total Gross indirect (Scope 3) GHG  emissions (tCO 2 e) | - | 1,116,061 | 1,408,798 | 26.2% | - | - | - | - |
| 1 Purchased goods and services E | - | 698,768 | 1,133,547 | 62.2% | - | - | - | - |
| 2 Capital goods E | - | 216,388 | 72,145 | (66.7)% | - | - | - | - |
| 4 Upstream transportation and  distribution E | - | 52,835 | 61,135 | 15.7% | - | - | - | - |
| 6 Business travelA,F | - | 52,150 | 41,216 | (21.0)% | - | - | - | - |
| 7 Employee commuting A,F | - | 82,569 | 82,347 | (0.3)% | - | - | - | - |
| 9 Downstream transportationE | - | 13,350 | 18,408 | 37.9% | - | - | - | - |
| Total GHG emissions (excluding financed  emissions) A,H |  |  |  |  |  |  |  |  |
| Total GHG emissions (location-based)  (tCO 2 e) | - | 1,351,008 | 1,614,753 | 19.5% | - | - | - | - |
| Total GHG emissions (market-based)  (tCO 2 e) | - | 1,181,082 | 1,460,495 | 23.7% | - | - | - | - |

A. The entities listed under ESRS Requirement E1, paragraph 50.b) (investees with operational control), are not material to Santander.

B. These emissions include those derived from direct energy consumption: Natural gas, diesel as well as the fuel consumption of the fleets where it is applicable and fugitive

emissions of refrigerant gases according to the GHG Protocol standard. For the calculation of these emissions, emission factors from DEFRA (Department for Environment,

Food and Rural Affairs) 2025 for the financial year 2025 and DEFRA 2024 for the financial year 2024 have been applied. Santander does not directly use biomass as fuel and

therefore does not produce direct biogenic emissions. Santander does not manage emissions subject to regulated Emission Trading Schemes, including the EU-ETS, national

ETS and non-EU ETS. The direct emissions in tCO 2e disaggregated by country are: Argentina  1,533 , Brazil  5,859, Chile 536 , Germany 2,138 , Mexico 7,008 , Poland 6,688 ,

Portugal 542, Spain  5,739, UK 2,354, USA  5,949, Others 1,826.

An interpretation error was identified in Brazil regarding the methodology and calculation criteria for Scope 1 emissions in the 2024 exercise. After applying the corporate

methodology consistently, Scope 1 emissions for 2024 increase from 35,503 tCO₂e to 40,699 tCO₂e, equivalent to a 14.6% rise in this scope, which is also reflected in the

Group’s total emissions, as well as in an equivalent adjustment to our 2030 target.

C. These emissions include those derived from electricity consumption and the use of district heating and correspond to Scope 2 defined by the GHG Protocol standard. In 2025

they have been calculated with emission factors of the 2025 edition of the IEA, for 2024 the emission factors of the 2024 edition were used. For the calculation of district

heating in Poland and Norway, local public emission factors for 2025 different from DEFRA were used.  Data on biogenic emissions is not included as information on these

emissions is not available in the IEA emission factor database.

◦ Indirect emissions Electricity – market-based: For the calculation of these emissions, only renewable electricity is considered as renewable electricity that can be certified

by any type of contract or product recognized as such, but not the share of the country energy mix obtained from IEA data (i.e. where non-renewable electricity is

purchased expressly).

◦ Indirect Emissions Electricity – location-based: The IEA emission factor for each country has been applied for all electricity purchased, regardless of its source of origin

(renewable or non-renewable).

The indirect emissions in tCO2e disaggregated by country are:

◦ Market-based: Argentina 0, Brazil 0, Chile 0 , Germany 798, Mexico  0, Poland 6,843,  Portugal  0, Spain 0, UK 0, USA 0, Others 3,883.

◦ Location-based: Argentina 10,336 , Brazil 13,458, Chile 4,529 , Germany 5,112, Mexico 57,194, Poland 20,865,  Portugal 1,817, Spain 21,194 , UK  13,006, USA 14,035,

Others 4,238.

D. The assessment we conducted to determine the materiality of indirect GHG emissions (scope 3) found that the only material category under this scope was category 3.15

(financed emissions), with a weighting of 99% of the total.. The other categories are identified as not relevant, given its low representativeness.  In addition, the categories

disclosed in this table are defined as relevant, and the following categories are identified as not relevant, given their low representativeness: 3.3 - Fuel and energy-related

activities (not included in Scope 1 or 2); 3.5 - waste generated in operations; 3.8 - upstream leased assets; 3.10 - processing of sold products; 3.11 - use of sold products;

3.12 - end-of-life treatment of sold products; 3.14 - franchises.

Biogenic emissions are not included as information on these emissions is not available in the databases we use to calculate any of the categories.

E. Supply chain emissions are calculated using a spend-based approach considering the payments to our suppliers in the current year. For that non primary data obtained from

suppliers has been used. These are calculated using the Supply Chain Greenhouse Gas Emission Factors v1.3 from the U.S. Environmental Protection Agency. Our supplier

taxonomies are mapped to the sectors considered in the database and then converted into emissions through spend-based emissions factors. Then, different spending

taxonomies are grouped based on the GHG scope 3 categories based on their nature (purchased goods and services, capital goods, upstream and downstream

transportation)

F. For the calculation of these emission factors DEFRA 2025 for fiscal year 2025 and DEFRA 2024 for fiscal year 2024 have been applied. For Brazil’s specific fuels, emissions

factors from the Brazilian GHG Protocol Program have been applied.

G. Our reduction objectives have been externally assured only in the verification process of the present report.

H.  To comply with the regulatory requirements we have extended the financed emissions calculations, in most cases based on factors and other proxies. More details, see table

below 3.2. The total absolute financed emissions (scope 3, categories 15 and 13) of this broad scope, including scope 1, 2 and 3 are 222.4 mtCO2e. And the total GHG

emissions market-based are 223.9 mtCO2e (285.0 mtCO2e in 2024), and 224.0 mtCO2e location-based (283.8 mtCO2e in 2024). With this figure, the ratio of 'GHG total

emissions / Total income' both market and location-based is: 3.8 mtCO2e/EUR bn (Total income figure as disclosed in the Consolidated Income Statements), (4.6 mtCO2e/EUR

bn in 2024).

To address the Royal Decree 214/2025, the Scope 1 and Scope 2 (market-based) emission data for Spain calculated using the emission factors published by MITECO are 5947

and 0 respectively.

Annual report 2025132

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| 3.1. Financed emissions of non-financial corporations, as disclosed in Pillar 3 (2025) | | | | |
| Sector | Gross  carrying  amount  (€bn) | GHG financed  emissions (scope  1 and scope 2 of  the counterparty)  (mtCO2 e) | GHG financed  emissions (scope  3 of the  counterparty)  (mtCO2e) | GHG emissions: gross  carrying amount  percentage of the  portfolio derived from  company-specific  reporting |
| Exposures towards sectors that highly contribute to climate  change   A | 238.5 | 39.7 | 129.6 | 11.3% |
| A - Agriculture, forestry and fishing | 7.5 | 6.7 | 3.3 | 0.7% |
| B - Mining and quarrying | 10.8 | 4.9 | 29.8 | 17.1% |
| C - Manufacturing | 46.0 | 10.6 | 47.1 | 13.2% |
| D - Electricity, gas, steam and air conditioning supply | 14.4 | 6.8 | 5.0 | 26.2% |
| E - Water supply; sewerage, waste management and  remediation activities | 1.5 | 0.8 | 0.4 | 5.9% |
| F - Construction | 18.6 | 0.7 | 6.6 | 3.6% |
| G - Wholesale and retail trade; repair of motor vehicles and  motorcycles | 71.7 | 5.1 | 32.8 | 17.1% |
| H - Transportation and storage | 16.1 | 2.5 | 2.9 | 7.9% |
| I - Accommodation and food service activities | 10.6 | 0.5 | 1.4 | 1.0% |
| L - Real estate activities | 41.3 | 1.0 | 0.3 | 1.6% |
| Exposures towards sectors other than those that highly  contribute to climate change   A | 91.5 |  |  |  |
| K - Financial and insurance activities |  |  |  |  |
| Exposures to other sectors (NACE codes J, M - U) | 91.5 |  |  |  |
| TOTAL | 330.0 | 39.7 | 129.6 |  |

A. In accordance with the Commission delegated regulation EU) 2020/1818 supplementing regulation (EU) 2016/1011 as regards minimum standards for EU Climate

Transition Benchmarks and EU Paris-aligned Benchmarks -Climate Benchmark Standards Regulation - Recital 6: Sectors listed in Sections A to H and Section L of Annex I to

Regulation (EC) No 1893/2006.

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| 3.1. Financed emissions of non-financial corporations, as disclosed in Pillar 3 (2024) | | | | |
| Sector | Gross  carrying  amount  (€bn) | GHG financed  emissions (scope  1 and scope 2 of  the counterparty)  (mtCO2 e) | GHG financed  emissions (scope  3 of the  counterparty)  (mtCO2e) | GHG emissions: gross  carrying amount  percentage of the  portfolio derived from  company-specific  reporting |
| Exposures towards sectors that highly contribute to climate  change   A | 259.3 | 58.6 | 159.3 | 10.1% |
| A - Agriculture, forestry and fishing | 8.5 | 8.1 | 3.8 | 0.5% |
| B - Mining and quarrying | 11 | 11.8 | 41.5 | 28.2% |
| C - Manufacturing | 53.7 | 13.7 | 63.2 | 14.3% |
| D - Electricity, gas, steam and air conditioning supply | 13.9 | 10.7 | 7.2 | 23.6% |
| E - Water supply; sewerage, waste management and  remediation activities | 1.7 | 1.1 | 0.5 | 3.8% |
| F - Construction | 18.7 | 0.9 | 4.8 | 2.7% |
| G - Wholesale and retail trade; repair of motor vehicles and  motorcycles | 77.7 | 6.1 | 31 | 12.1% |
| H - Transportation and storage | 17.3 | 4.4 | 5.6 | 9.4% |
| I - Accommodation and food service activities | 11.3 | 0.5 | 1.4 | 1.3% |
| L - Real estate activities | 45.6 | 1.3 | 0.3 | 1.0% |
| Exposures towards sectors other than those that highly  contribute to climate change   A | 79.2 |  |  |  |
| K - Financial and insurance activities | 0 |  |  |  |
| Exposures to other sectors (NACE codes J, M - U) | 79.2 |  |  |  |
| TOTAL | 338.5 | 58.6 | 159.3 |  |

A. In accordance with the Commission delegated regulation EU) 2020/1818 supplementing regulation (EU) 2016/1011 as regards minimum standards for EU Climate

Transition Benchmarks and EU Paris-aligned Benchmarks -Climate Benchmark Standards Regulation - Recital 6: Sectors listed in Sections A to H and Section L of Annex I to

Regulation (EC) No 1893/2006.

Annual report 2025133

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| 3.2. Financed emissions estimated from balance sheetA (2025) | | | | | | |
| Asset | Gross carrying  amount  assessed  (EUR bn) | GHG financed  emissions  (scope 1 and  scope 2)  (mtCO 2e) | GHG Scope 1  and 2  (mtCO2 e)/  exposure  (EUR bn) | GHG financed  emissions  (scope 3)  (mtCO 2e) | GHG Scope 3  (mtCO2 e)/  exposure  (EUR bn) | PCAF ScoreG |
| Non-financial corporations (Pillar 3) B | 238.5 | 39.7 | 0.17 | 129.6 | 0.54 | 4.7 |
| Mortgagesc | 324.6 | 3.0 | 0.01 | 0 | 0.00 | 3.6 |
| Motor vehicle loansD | 151.1 | 16.2 | 0.11 | 0 | 0.00 | 3.9 |
| Sovereign debt E | 152.0 | 34.0 | 0.22 | 0 | 0.00 | 4.0 |
| TOTALF | 866.2 | 92.8 | 0.11 | 129.6 | 0.15 |  |

A. This includes scope 3 - category 13 and 15 emissions for regulatory purposes. Santander Polska exposures are excluded as they are classified as assets held for sale.

B. These are the financed emissions reported under the EBA Pillar 3 exercise, which should not be confused with the portfolio alignment financed emissions, as the scope and

supporting data of the two exercises is different.

C. Mortgage financed emissions. Calculated as of 2024, for the UK and Spain, and Portugal. Also extending calculation to rest of group's mortgage portfolio (2025 data).

D  Motor vehicle loans financed emissions from loans and leases. That includes the current auto-lending alignment target scope, calculated as of 2024, and other auto

exposures within EU consumer finance business and auto-lending in America, calculated with 2025 financial data.

E. Sovereign debt at fair value or amortized cost. Financed emissions calculated covers scope 1 including 'Land Use, Land-Use Change and Forestry', following the

recommendations by PCAF methodology and using the United Nations Framework Convention on Climate Change official reported emissions factors from the PCAF

database.

F. Other less emissive assets exposure were calculated last year but deemed not material, in financed emissions terms, and no longer included in the calculations. These

emissions represents less than 1% of the total financed emissions.

G. As explained below, we had to extrapolate the emissions calculations for some of the exposure assessed for 'Financed emissions estimated from balance sheet'. The PCAF

score is an approximation assuming the extrapolations account for PCAF score 5 (worse quality), and the rest is calculated following the PCAF standard recommendations.

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| 3.2. Financed emissions estimated from balance sheetA (2024) | | | | | | |
| Asset | Gross carrying  amount  assessed  (EUR bn) | GHG financed  emissions  (scope 1 and  scope 2)  (mtCO 2e) | GHG Scope 1  and 2  (mtCO 2 e)/  exposure  (EUR bn) | GHG financed  emissions  (scope 3)  (mtCO 2e) | GHG Scope 3  (mtCO2e)/  exposure  (EUR bn) | PCAF ScoreG |
| Non-financial corporations (Pillar 3) B | 338.5 | 58.6 | 0.18 | 159.3 | 0.66 | 4.8 |
| Mortgagesc | 350.5 | 3.6 | 0.01 | 0.0 | 0.01 | 3.8 |
| Motor vehicle loansD | 170.2 | 27.0 | 0.16 | 0.0 | 0.16 | 4.2 |
| Sovereign debt E | 155.2 | 33.9 | 0.22 | 0.0 | 0.22 | 2.2 |
| TOTALF | 1014.4 | 123.1 | 0.12 | 159.3 | 0.16 |  |

A. This includes scope 3 - category 13 and 15 emissions for regulatory purposes.

B. These are the financed emissions reported under the EBA Pillar 3 exercise, which should not be confused with the portfolio alignment financed emissions, as the scope and

supporting data of the two exercises is different.

C. Mortgage financed emissions. Calculated as of 2023, for the UK and Spain, and as of 2024 for Poland. Also extending calculation to rest of group's mortgage portfolio (2024

data).

D  Motor vehicle loans financed emissions from loans and leases. That includes the current auto-lending alignment target scope, calculated as of 2023, and other auto

exposures within EU consumer finance business and auto-lending in America, calculated with 2024 financial data.

E. Sovereign debt at fair value or amortized cost. Financed emissions calculated covers scope 1 including 'Land Use, Land-Use Change and Forestry', following the

recommendations by PCAF methodology and using the United Nations Framework Convention on Climate Change official reported emissions factors from the PCAF

database.

F. Other less emissive assets exposure were calculated last year but deemed not material, in financed emissions terms, and no longer included in the calculations. These

emissions represents less than 1% of the total financed emissions.

G. As explained below, we had to extrapolate the emissions calculations for near 20% of the exposure assessed for 'Financed emissions estimated from balance sheet'. The

PCAF score is an approximation assuming the extrapolations account for PCAF score 5 (worse quality), and the rest is calculated following the PCAF standard

recommendations.

Santander discloses the financed emissions from our balance sheet in this annual report, extending the scope from the emissions calculated

with PCAF methodology to a broader scope to cover almost all balance sheet exposures subject to financed emissions calculations, with the

only purpose of complying with the disclosure regulation. In the '[SN. 4 Our transition plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232)' we disclose the financed emissions of portfolio

alignment with reasonable quality of data, with the aim of managing our portfolios with alignment purposes. In this section, we prioritize

the completeness of the sustainability information disclosed. This means that the calculations where primarily supported by emissions

factors, proxies or approximations, instead of actual reported emissions, to extend the calculation of financed emissions as reasonable as

possible. This calculation helps us reach the figures we disclose, although we will continue to work on improving the available data and

calculations in the future.

For all these reasons, we could expect some volatility in the financed emissions disclosed as better information becomes available over time

or as some of the proxies/factors provided by external parties are updated.

Annual report 2025134

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| 4. GHG mitigation projects financed through carbon credits | |  |
| Carbon credits cancelled and used for scopes 1+2 compensation | N (2025) | Comparative (2024) |
| Total (tCO2e)A | 51,700 | 59,858 |
| Share from removal projectsB (%) | 26% | 15% |
| Share from reduction projects  (%) | 74% | 85% |
| Share of projects validated by Verra’s VCS | 12% | 13% |
| Share of projects validated by Climate Action Reserve | 26% | 15% |
| Share of projects validated by Gold Standard | 62% | 72% |
| Share from projects within the EU (%) | —% | —% |
| Share of carbon credits that qualify as corresponding adjustments (%) | —% | —% |

A. Since emissions offsetting is done by country, the upward rounding of tCO2e means that the total amount of credits is slightly higher than the total sum of emissions.

B. In 2025, all GHG phase-out mitigation projects are nature-based (biogenic) solutions projects. Santander cancels all credits after purchase in the year. In 2025, 39500 new

credits were acquired and cancelled: 33.3% validated by Climate Action Reserve (removal projects) and 66.7% validated by Gold Standard (reduction projects). The existing

contractual agreements Santander has in different countries will enable us to obtain 81,073 carbon credits between from now to 2073 year. Cancellation of such credits will

be based on the mitigation approach at the time.

Banco Santander remains offsetting scope 1 and 2 emissions. As part of our voluntary carbon credit market monitoring, every year we

analyse and select a list of initiatives, usually in our core markets. We follow a strict carbon credit selection process that includes due

diligence and compliance of our policies. Projects are also certified under some of the industry's most well-known standards. Moreover, all

the carbon credits we purchased in 2025 were ratified by an independent rating agency to validate their integrity.

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 5. Equator Principles | | | | | | | | | | | |
| Number of projects | Project Finance | | |  | Project Related Corporate Loans | | |  | Project-Related Refinance and  Project-Related Acquisition for  Project Finance | | |
| Category | A | B | C |  | A | B | C |  | A | B | C |
| TOTAL 2025 | 7 | 7 | 5 |  | 1 | 4 | 0 |  | 0 | 0 | 0 |
| TOTAL 2024 | 3 | 9 | 3 |  | 2 | 3 | 1 |  | 0 | 0 | 0 |
| Sector bancosantanmagf77.gif |  |  |  |  |  |  |  |  |  |  |  |
| Mining | 0 | 0 | 0 |  | 0 | 0 | 0 |  | 0 | 0 | 0 |
| Infrastructure | 0 | 0 | 0 |  | 0 | 1 | 0 |  | 0 | 0 | 0 |
| Oil & gas | 2 | 0 | 0 |  | 0 | 0 | 0 |  | 0 | 0 | 0 |
| Power | 5 | 6 | 5 |  | 0 | 1 | 0 |  | 0 | 0 | 0 |
| Others | 0 | 1 | 0 |  | 1 | 2 | 0 |  | 0 | 0 | 0 |
| Region bancosantanderfagg10.gif |  |  |  |  |  |  |  |  |  |  |  |
| Americas | 2 | 2 | 1 |  | 1 | 2 | 0 |  | 0 | 0 | 0 |
| Europe, Middle East & Africa | 5 | 4 | 4 |  | 0 | 1 | 0 |  | 0 | 0 | 0 |
| Asia pacific | 0 | 1 | 0 |  | 0 | 1 | 0 |  | 0 | 0 | 0 |
| Type bancosantandergg08.gif |  |  |  |  |  |  |  |  |  |  |  |
| Designated countries  A | 6 | 6 | 5 |  | 0 | 3 | 0 |  | 0 | 0 | 0 |
| Non-designated countries | 1 | 1 | 0 |  | 1 | 1 | 0 |  | 0 | 0 | 0 |
| Independent review bancosantaage100a04.gif |  |  |  |  |  |  |  |  |  |  |  |
| Yes | 7 | 6 | 4 |  | 1 | 3 | 0 |  | 0 | 0 | 0 |
| No | 0 | 1 | 1 |  | 0 | 1 | 0 |  | 0 | 0 | 0 |

A. In accordance with the definition of designated countries included in the Equator Principles, with solid environmental and social governance, legislation and institutions to

protect their inhabitants and the environment.

Category A – Projects with potential significant adverse environmental and social risks and/or impacts that are diverse, irreversible or unprecedented;

Category B – Projects with potential limited adverse environmental and social risks and/or impacts that are few in number, generally site-specific, largely reversible and readily

addressed through mitigation measures;

Category C – Projects with minimal or no adverse environmental and social risks and/or impacts.

![]()

105 Perimeter calculation for GAR, in accordance with the Commission Delegated Regulation (EU) 2021/2178, is based on the prudential consolidated group. In this context, the entities within the Santander Group are consolidated using the full consolidation

method, except for jointly controlled entities, which are proportionately consolidated. Companies that cannot be consolidated due to their activity are included using the equity method. The difference between the total assets of the public and prudential

perimeters is not significant. This difference is due to the exclusion of non-financial entities and the inclusion of multi-group and intergroup entities, in accordance with this consolidation criterion.

Annual report 2025135

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

SN 7.2

#### EU taxonomy tables

 105

0. Summary of KPI to be disclosed by credit institutions under Article 8 Taxonomy Regulation - 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | Total environmentally sustainable assets (1) | KPI (3) | KPI (4) | % coverage (over total assets) (5) | % of assets excluded from the numerator of  the GAR (Article 7.2 and  7.3 and Section 1.1.2.  of Annex V) | % of assets excluded from the  denominator of the GAR (Article 7.1 and  Section 1.2.4 of Annex V) |
| Main KPI | Green asset ratio (GAR)  stock | 43,150 | 3.17 | 3.35 | 70.9 | 37.3 | 29.1 |
|  |  |  |  |  |  |  |  |
|  |  | Total environmentally sustainable assets (2) | KPI | KPI | % coverage (over total assets) | % of assets excluded from the numerator of  the GAR (Article 7.2 and 7.3 and Section 1.1.2.  of Annex V) | % of assets excluded from the  denominator of the GAR (Article 7.1 and  Section 1.2.4 of Annex V) |
| Additional KPI | GAR (flow) | 11,682 | 3.29 | 3.85 | 67.8 | 41.5 | 32.2 |
|  | Trading book(6) |  |  |  |  |  |  |
|  | Financial guarantees | 296 | 1.70 | 3.40 |  |  |  |
|  | Assets under management | 3,533 | 1.90 | 2.70 |  |  |  |
|  | Fees and commissions  income(6) |  |  |  |  |  |  |

|  |
| --- |
|  |
| (1) Total environmentally sustainable assets used for the Turnover KPI. The total environmentally sustainable assets used for the CapEx KPI amount to EUR 45,573 million. |
| (2) Total environmentally sustainable assets used for the Turnover KPI. The total environmentally sustainable assets used for the CapEx KPI amount to EUR 13,678 million for the GAR stock, EUR 611 million for financial guarantees and  EUR 5,077 million for assets under management. |
| (3) Based on the counterparty’s Turnover KPI. |
| (4) Based on the counterparty’s CapEx KPI, except in the case of lending activities, where, for general purpose loans, the Turnover KPI is used. |
| (5) Percentage of assets covered by the KPI relative to banks’ total assets. |
| (6) The KPIs for fees and commissions and for the trading book will only become applicable as from 2026. |

Annual report 2025136

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

0. Summary of KPI to be disclosed by credit institutions under Article 8 Taxonomy Regulation - 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | Total environmentally sustainable assets (1) | KPI (3) | KPI (4) | % coverage (over total assets) (5) | % of assets excluded from the numerator of  the GAR (Article 7.2 and  7.3 and Section 1.1.2.  of Annex V) | % of assets excluded from the  denominator of the GAR (Article 7.1 and  Section 1.2.4 of Annex V) |
| Main KPI | Green asset ratio (GAR)  stock | 39,656 | 3.0 | 3.3 | 69.8 | 34.0 | 30.2 |
|  |  |  |  |  |  |  |  |
|  |  | Total environmentally sustainable assets (2) | KPI | KPI | % coverage (over total assets) | % of assets excluded from the numerator of  the GAR (Article 7.2 and 7.3 and Section 1.1.2.  of Annex V) | % of assets excluded from the  denominator of the GAR (Article 7.1 and  Section 1.2.4 of Annex V) |
| Additional KPI | GAR (flow) | 7,862 | 2.63 | 3.35 | 65.9 | 40.7 | 34.1 |
|  | Trading book(6) |  |  |  |  |  |  |
|  | Financial guarantees | 249 | 1.47 | 3.46 |  |  |  |
|  | Assets under management | 2,047 | 1.3 | 2.14 |  |  |  |
|  | Fees and commissions  income(6) |  |  |  |  |  |  |

|  |
| --- |
|  |
| (1) Total environmentally sustainable assets used for turnover KPI. Total environmentally sustainable assets used for Capex KPI amounts to EUR 42,834 million. |
| (2) Total environmentally sustainable assets used for turnover KPI. Total environmentally sustainable assets used for Capex KPI amounts to EUR 10,009 million for GAR flow, EUR 585 million for financial guarantees and EUR 3,360 million for assets  under management . |
| (3) Based on the Turnover KPI of the counterparty. |
| (4) Based on the CapEx KPI of the counterparty. |
| (5) % of assets covered by the KPI over banks´ total assets. |
| (6) Fees and Commissions and Trading Book KPIs shall only apply starting 2026. |

106 For presentation purposes, the breakdowns relating to the degree of portfolio alignment with the objectives of Biodiversity, Circular Economy, Pollution Prevention and Control, and Water and Marine Resources are not included in these templates, as

they are not material in the context of the Taxonomy disclosures, given that their impact on the GAR ratio is residual (eligibility below 0.03% and alignment below 0.007% in all cases).

Annual report 2025137

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

1. Assets for the calculation of GAR (Capex) - 2025  106

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Million EUR | | 2024 | | | | | | | | | | | | | | | | |
|  | Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Total [gross]  carrying  amount | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
|  | GAR - Covered assets in both  numerator and denominator |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 1 | Loans and advances, debt securities  and equity instruments not HfT  eligible for GAR calculation | 640,063 | 425,367 | 45,540 | 40,112 | 12,135 | 2,212 |  | 72 | 33 | 0 | 21 |  | 425,439 | 45,573 | 40,112 | 12,135 | 2,233 |
| 2 | Financial undertakings | 26,147 | 4,820 | 1,459 | 0 | 54 | 506 |  | 10 | 3 | 0 | 0 |  | 4,830 | 1,463 | 0 | 54 | 506 |
| 3 | Credit institutions | 17,570 | 2,581 | 283 | 0 | 22 | 29 |  | 5 | 1 | 0 | 0 |  | 2,587 | 284 | 0 | 22 | 29 |
| 4 | Loans and advances | 16,746 | 2,447 | 256 | 0 | 21 | 28 |  | 5 | 1 | 0 | 0 |  | 2,452 | 257 | 0 | 21 | 28 |
| 5 | Debt securities, including UoP  (Use of Proceeds) | 824 | 134 | 26 | 0 | 1 | 1 |  | 0 | 0 | 0 | 0 |  | 134 | 26 | 0 | 1 | 1 |
| 6 | Equity instruments | 0 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 7 | Other financial corporations | 8,578 | 2,239 | 1,177 | 0 | 32 | 477 |  | 5 | 2 | 0 | 0 |  | 2,244 | 1,179 | 0 | 32 | 477 |
| 8 | of which investment firms | 1,842 | 611 | 313 | 0 | 0 | 112 |  | 2 | 1 | 0 | 0 |  | 613 | 313 | 0 | 0 | 112 |
| 9 | Loans and advances | 1,783 | 606 | 312 | 0 | 0 | 112 |  | 2 | 1 | 0 | 0 |  | 608 | 312 | 0 | 0 | 112 |
| 10 | Debt securities, including UoP | 59 | 5 | 1 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 5 | 1 | 0 | 0 | 0 |
| 11 | Equity instruments | 0 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 12 | of which  management  companies | 110 | 3 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 3 | 0 | 0 | 0 | 0 |
| 13 | Loans and advances | 108 | 3 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 3 | 0 | 0 | 0 | 0 |
| 14 | Debt securities, including UoP | 0 | 0 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 | 0 |
| 15 | Equity instruments | 2 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 16 | of which insurance undertakings | 2,496 | 190 | 16 | 0 | 1 | 2 |  | 0 | 0 | 0 | 0 |  | 190 | 16 | 0 | 1 | 2 |
| 17 | Loans and advances | 2,049 | 183 | 12 | 0 | 1 | 0 |  | 0 | 0 | 0 | 0 |  | 184 | 12 | 0 | 1 | 0 |
| 18 | Debt securities, including UoP | 328 | 6 | 5 | 0 | 0 | 1 |  | 0 | 0 | 0 | 0 |  | 6 | 5 | 0 | 0 | 1 |
| 19 | Equity instruments | 119 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 20 | Non-financial undertakings | 27,473 | 8,504 | 3,968 | 0 | 91 | 1,706 |  | 62 | 30 | 0 | 20 |  | 8,566 | 3,998 | 0 | 91 | 1,727 |
| 21 | Loans and advances | 25,611 | 7,865 | 3,517 | 0 | 89 | 1,646 |  | 49 | 18 | 0 | 9 |  | 7,914 | 3,534 | 0 | 89 | 1,655 |
| 22 | Debt securities, including UoP | 1,843 | 636 | 451 | 0 | 2 | 60 |  | 11 | 10 | 0 | 10 |  | 648 | 461 | 0 | 2 | 70 |
| 23 | Equity instruments | 19 | 3 | 1 |  | 0 | 1 |  | 1 | 1 |  | 1 |  | 4 | 2 |  | 0 | 2 |
| 24 | Households | 582,241 | 410,097 | 40,112 | 40,112 | 11,990 | 0 |  | 0 | 0 | 0 | 0 |  | 410,097 | 40,112 | 40,112 | 11,990 | 0 |
| 25 | of which loans collateralised by  residential immovable property | 343,443 | 316,028 | 28,123 | 28,123 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 316,028 | 28,123 | 28,123 | 0 | 0 |

Annual report 2025138

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Million EUR | | 2024 | | | | | | | | | | | | | | | | |
|  | Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Total [gross]  carrying  amount | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 26 | of which building renovation  loans | 1,286 | 1,286 | 3 | 3 | 3 | 0 |  | 0 | 0 | 0 | 0 |  | 1,286 | 3 | 3 | 3 | 0 |
| 27 | of which motor vehicle loans | 92,783 | 92,783 | 11,987 | 11,987 | 11,987 | 0 |  |  |  |  |  |  | 92,783 | 11,987 | 11,987 | 11,987 | 0 |

Annual report 2025139

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Million EUR | | 2024 | | | | | | | | | | | | | | | | |
|  | Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Total [gross]  carrying  amount | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 28 | Local governments financing | 4,202 | 1,946 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 1,946 | 0 | 0 | 0 | 0 |
| 29 | Housing financing | 144 | 140 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 140 | 0 | 0 | 0 | 0 |
| 30 | Other local government  financing | 4,058 | 1,806 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 1,806 | 0 | 0 | 0 | 0 |
| 31 | Collateral obtained by taking  possession: residential and  commercial immovable  properties | 4,505 | 49 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 49 | 0 | 0 | 0 | 0 |
| 32 | Assets excluded from the numerator  for GAR calculation (covered in the  denominator) | 714,794 | 0 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 | 0 |
| 33 | Financial and Non-financial  undertakings | 450,321 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 34 | SMEs and NFCs (other than SMEs)  not subject to NFRD disclosure  obligations | 120,681 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 35 | Loans and advances | 118,610 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 36 | of which loans collateralised  by commercial immovable  property | 15,237 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 37 | of which building renovation  loans | 1,586 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 38 | Debt securities | 1,719 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 39 | Equity instruments | 352 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 40 | Non-EU country counterparties  not subject to NFRD disclosure  obligations | 329,640 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 41 | Loans and advances | 290,038 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 42 | Debt securities | 35,079 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 43 | Equity instruments | 4,523 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 44 | Derivatives | 4,030 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 45 | On demand interbank loans | 9,650 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 46 | Cash and cash-related assets | 7,344 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 47 | Other categories of assets (e.g.  Goodwill, commodities etc.) | 243,449 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 48 | Total GAR assets | 1,359,362 | 425,416 | 45,540 | 40,112 | 12,135 | 2,212 |  | 72 | 33 | 0 | 21 |  | 425,488 | 45,573 | 40,112 | 12,135 | 2,233 |
| 49 | Assets not covered for GAR  calculation | 558,430 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 50 | Central governments and  Supranational issuers | 149,320 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 51 | Central banks exposure | 156,831 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

![]()

107 The assets under management taken into account in this template covers the whole Group.

Annual report 2025140

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Million EUR | | 2024 | | | | | | | | | | | | | | | | |
|  | Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Total [gross]  carrying  amount | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 52 | Trading book | 252,279 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 53 | Total assets | 1,917,792 | 425,416 | 45,540 | 40,112 | 12,135 | 2,212 |  | 72 | 33 | 0 | 21 |  | 425,488 | 45,573 | 40,112 | 12,135 | 2,233 |
| Off-balance sheet exposures - Undertakings subject to NFRD disclosure obligations | | | | | | | | | | | | | | | | | | |
| 54 | Financial guarantees | 17,728 | 1,323 | 610 | 0 | 50 | 407 |  | 21 | 1 | 0 | 1 |  | 1,344 | 611 | 0 | 50 | 407 |
| 55 | Assets under management  107 | 184,693 | 18,080 | 4,946 | 0 | 260 | 2,123 |  | 154 | 131 | 0 | 4 |  | 18,234 | 5,077 | 0 | 260 | 2,127 |
| 56 | Of which debt securities | 73,146 | 12,031 | 2,703 | 0 | 131 | 1,363 |  | 120 | 108 | 0 | 3 |  | 12,150 | 2,811 | 0 | 131 | 1,366 |
| 57 | Of which equity instruments | 77,939 | 6,050 | 2,243 | 0 | 129 | 760 |  | 34 | 23 | 0 | 1 |  | 6,084 | 2,266 | 0 | 129 | 761 |

108  For presentation purposes, the breakdowns relating to the degree of portfolio alignment with the objectives of Biodiversity, Circular Economy, Pollution Prevention and Control, and Water and Marine Resources are not included in these templates, as

they are not material in the context of the Taxonomy disclosures, given that their impact on the GAR ratio is residual (eligibility below 0.03% and alignment below 0.007% in all cases).

Annual report 2025141

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

1. Assets for the calculation of GAR (Turnover) - 2025  108

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Million EUR | | 2025 | | | | | | | | | | | | | | | | |
|  | Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Total  [gross]  carrying  amount | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
|  | GAR - Covered assets in both  numerator and denominator |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 1 | Loans and advances, debt securities  and equity instruments not HfT  eligible for GAR calculation | 640,063 | 423,342 | 43,105 | 40,112 | 12,095 | 1,460 |  | 377 | 44 | 0 | 43 |  | 423,720 | 43,150 | 40,112 | 12,095 | 1,502 |
| 2 | Financial undertakings | 26,147 | 4,529 | 944 | 0 | 32 | 367 |  | 330 | 35 | 0 | 33 |  | 4,859 | 979 | 0 | 32 | 400 |
| 3 | Credit institutions | 17,570 | 2,964 | 498 | 0 | 20 | 129 |  | 49 | 30 | 0 | 29 |  | 3,014 | 528 | 0 | 20 | 158 |
| 4 | Loans and advances | 16,746 | 2,835 | 450 | 0 | 19 | 129 |  | 49 | 30 | 0 | 29 |  | 2,885 | 480 | 0 | 19 | 157 |
| 5 | Debt securities, including UoP | 824 | 129 | 47 | 0 | 1 | 1 |  | 0 | 0 | 0 | 0 |  | 129 | 47 | 0 | 1 | 1 |
| 6 | Equity instruments | 0 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 7 | Other financial corporations | 8,578 | 1,565 | 447 | 0 | 12 | 237 |  | 281 | 5 | 0 | 5 |  | 1,846 | 452 | 0 | 12 | 242 |
| 8 | of which investment firms | 1,842 | 157 | 70 | 0 | 0 | 47 |  | 1 | 0 | 0 | 0 |  | 157 | 70 | 0 | 0 | 47 |
| 9 | Loans and advances | 1,783 | 140 | 69 | 0 | 0 | 47 |  | 1 | 0 | 0 | 0 |  | 140 | 69 | 0 | 0 | 47 |
| 10 | Debt securities, including UoP | 59 | 17 | 1 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 17 | 1 | 0 | 0 | 0 |
| 11 | Equity instruments | 0 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 12 | of which  management  companies | 110 | 54 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 54 | 0 | 0 | 0 | 0 |
| 13 | Loans and advances | 108 | 54 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 54 | 0 | 0 | 0 | 0 |
| 14 | Debt securities, including UoP | 0 | 0 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 | 0 |
| 15 | Equity instruments | 2 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 16 | of which insurance undertakings | 2,496 | 185 | 11 | 0 | 1 | 2 |  | 279 | 4 | 0 | 4 |  | 464 | 15 | 0 | 1 | 6 |
| 17 | Loans and advances | 2,049 | 180 | 9 | 0 | 1 | 0 |  | 40 | 1 | 0 | 1 |  | 220 | 10 | 0 | 1 | 1 |
| 18 | Debt securities, including UoP | 328 | 4 | 2 | 0 | 0 | 1 |  | 239 | 3 | 0 | 3 |  | 244 | 6 | 0 | 0 | 5 |
| 19 | Equity instruments | 119 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 20 | Non-financial undertakings | 27,473 | 6,771 | 2,049 | 0 | 74 | 1,093 |  | 47 | 9 | 0 | 9 |  | 6,818 | 2,058 | 0 | 74 | 1,102 |
| 21 | Loans and advances | 25,611 | 6,444 | 1,812 | 0 | 74 | 1,055 |  | 39 | 6 | 0 | 6 |  | 6,484 | 1,818 | 0 | 74 | 1,061 |
| 22 | Debt securities, including UoP | 1,843 | 326 | 236 | 0 | 0 | 38 |  | 4 | 0 | 0 | 0 |  | 330 | 236 | 0 | 0 | 38 |
| 23 | Equity instruments | 19 | 1 | 0 |  | 0 | 0 |  | 3 | 3 |  | 3 |  | 4 | 4 |  | 0 | 4 |
| 24 | Households | 582,241 | 410,097 | 40,112 | 40,112 | 11,990 | 0 |  | 0 | 0 | 0 | 0 |  | 410,097 | 40,112 | 40,112 | 11,990 | 0 |
| 25 | of which loans collateralised by  residential immovable property | 343,443 | 316,028 | 28,123 | 28,123 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 316,028 | 28,123 | 28,123 | 0 | 0 |
| 26 | of which building renovation  loans | 1,286 | 1,286 | 3 | 3 | 3 | 0 |  | 0 | 0 | 0 | 0 |  | 1,286 | 3 | 3 | 3 | 0 |

Annual report 2025142

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Million EUR | | 2025 | | | | | | | | | | | | | | | | |
|  | Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Total  [gross]  carrying  amount | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 27 | of which motor vehicle loans | 92,783 | 92,783 | 11,987 | 11,987 | 11,987 | 0 |  |  |  |  |  |  | 92,783 | 11,987 | 11,987 | 11,987 | 0 |
| 28 | Local governments financing | 4,202 | 1,946 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 1,946 | 0 | 0 | 0 | 0 |
| 29 | Housing financing | 144 | 140 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 140 | 0 | 0 | 0 | 0 |
| 30 | Other local government  financing | 4,058 | 1,806 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 1,806 | 0 | 0 | 0 | 0 |
| 31 | Collateral obtained by taking  possession: residential and  commercial immovable  properties | 4,505 | 49 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 49 | 0 | 0 | 0 | 0 |
| 32 | Assets excluded from the numerator  for GAR calculation (covered in the  denominator) | 714,794 | 0 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 | 0 |
| 33 | Financial and Non-financial  undertakings | 450,321 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 34 | SMEs and NFCs (other than SMEs)  not subject to NFRD disclosure  obligations | 120,681 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 35 | Loans and advances | 118,610 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 36 | of which loans collateralised  by commercial immovable  property | 15,237 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 37 | of which building renovation  loans | 1,586 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 38 | Debt securities | 1,719 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 39 | Equity instruments | 352 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 40 | Non-EU country counterparties not  subject to NFRD disclosure  obligations | 329,640 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 41 | Loans and advances | 290,038 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 42 | Debt securities | 35,079 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 43 | Equity instruments | 4,523 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 44 | Derivatives | 4,030 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 45 | On demand interbank loans | 9,650 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 46 | Cash and cash-related assets | 7,344 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 47 | Other categories of assets (e.g.  Goodwill, commodities etc.) | 243,449 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 48 | Total GAR assets | 1,359,362 | 423,391 | 43,105 | 40,112 | 12,095 | 1,460 |  | 377 | 44 | 0 | 43 |  | 423,768 | 43,150 | 40,112 | 12,095 | 1,502 |
| 49 | Assets not covered for GAR  calculation | 558,430 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 50 | Central governments and  Supranational issuers | 149,320 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

109 The assets under management taken into account in this template covers the whole Group.

Annual report 2025143

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Million EUR | | 2025 | | | | | | | | | | | | | | | | |
|  | Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Total  [gross]  carrying  amount | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 51 | Central banks exposure | 156,831 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 52 | Trading book | 252,279 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 53 | Total assets | 1,917,792 | 423,391 | 43,105 | 40,112 | 12,095 | 1,460 |  | 377 | 44 | 0 | 43 |  | 423,768 | 43,150 | 40,112 | 12,095 | 1,502 |
| Off-balance sheet exposures - Undertakings subject to NFRD disclosure obligations | | | | | | | | | | | | | | | | | | |
| 54 | Financial guarantees | 17,728 | 968 | 292 | 0 | 19 | 212 |  | 31 | 5 | 0 | 5 |  | 999 | 296 | 0 | 19 | 217 |
| 55 | Assets under management  109 | 184,693 | 17,619 | 3,495 | 0 | 122 | 1,547 |  | 818 | 38 | 0 | 37 |  | 18,437 | 3,533 | 0 | 122 | 1,583 |
| 56 | Of which debt securities | 73,146 | 10,923 | 1,647 | 0 | 49 | 809 |  | 321 | 20 | 0 | 20 |  | 11,243 | 1,667 | 0 | 49 | 828 |
| 57 | Of which equity instruments | 77,939 | 6,696 | 1,848 | 0 | 73 | 738 |  | 497 | 18 | 0 | 17 |  | 7,194 | 1,866 | 0 | 73 | 755 |

Annual report 2025144

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

1. Assets for the calculation of GAR (Capex) - 2024

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Million EUR | | 2024 | | | | | | | | | | | | | | | | |
|  | Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Total [gross]  carrying  amount | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
|  | GAR - Covered assets in both  numerator and denominator |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 1 | Loans and advances, debt securities  and equity instruments not HfT  eligible for GAR calculation | 664,610 | 447,158 | 42,818 | 36,969 | 9,508 | 2,202 |  | 101 | 17 | 0 | 3 |  | 447,259 | 42,834 | 36,969 | 9,508 | 2,206 |
| 2 | Financial undertakings | 25,544 | 5,704 | 1,600 | 0 | 28 | 432 |  | 27 | 2 | 0 | 0 |  | 5,732 | 1,602 | 0 | 28 | 432 |
| 3 | Credit institutions | 18,208 | 3,332 | 312 | 0 | 1 | 12 |  | 24 | 2 | 0 | 0 |  | 3,356 | 314 | 0 | 1 | 12 |
| 4 | Loans and advances | 16,848 | 3,097 | 293 | 0 | 1 | 12 |  | 11 | 2 | 0 | 0 |  | 3,108 | 295 | 0 | 1 | 12 |
| 5 | Debt securities, including UoP  (Use of Proceeds) | 1,360 | 235 | 19 | 0 | 0 | 0 |  | 13 | 0 | 0 | 0 |  | 248 | 19 | 0 | 0 | 0 |
| 6 | Equity instruments | 0 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 7 | Other financial corporations | 7,336 | 2,372 | 1,288 | 0 | 28 | 420 |  | 4 | 0 | 0 | 0 |  | 2,376 | 1,289 | 0 | 28 | 420 |
| 8 | of which investment firms | 2,300 | 975 | 878 | 0 | 0 | 233 |  | 0 | 0 | 0 | 0 |  | 975 | 878 | 0 | 0 | 233 |
| 9 | Loans and advances | 1,778 | 528 | 439 | 0 | 0 | 136 |  | 0 | 0 | 0 | 0 |  | 528 | 439 | 0 | 0 | 136 |
| 10 | Debt securities, including UoP | 523 | 447 | 439 | 0 | 0 | 98 |  | 0 | 0 | 0 | 0 |  | 447 | 439 | 0 | 0 | 98 |
| 11 | Equity instruments | 0 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 12 | of which  management  companies | 258 | 101 | 8 | 0 | 0 | 5 |  | 0 | 0 | 0 | 0 |  | 102 | 8 | 0 | 0 | 5 |
| 13 | Loans and advances | 176 | 61 | 3 | 0 | 0 | 3 |  | 0 | 0 | 0 | 0 |  | 61 | 3 | 0 | 0 | 3 |
| 14 | Debt securities, including UoP | 80 | 41 | 5 | 0 | 0 | 2 |  | 0 | 0 | 0 | 0 |  | 41 | 5 | 0 | 0 | 2 |
| 15 | Equity instruments | 2 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 16 | of which insurance undertakings | 2,050 | 246 | 9 | 0 | 0 | 0 |  | 2 | 0 | 0 | 0 |  | 247 | 9 | 0 | 0 | 0 |
| 17 | Loans and advances | 1,931 | 246 | 9 | 0 | 0 | 0 |  | 2 | 0 | 0 | 0 |  | 247 | 9 | 0 | 0 | 0 |
| 18 | Debt securities, including UoP | 0 | 0 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 | 0 |
| 19 | Equity instruments | 119 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 20 | Non-financial undertakings | 28,232 | 11,539 | 4,248 | 0 | 648 | 1,771 |  | 73 | 15 | 0 | 3 |  | 11,612 | 4,263 | 0 | 648 | 1,774 |
| 21 | Loans and advances | 26,333 | 10,918 | 3,827 | 0 | 646 | 1,508 |  | 65 | 6 | 0 | 3 |  | 10,983 | 3,833 | 0 | 646 | 1,511 |
| 22 | Debt securities, including UoP | 1,891 | 620 | 420 | 0 | 1 | 262 |  | 8 | 8 | 0 | 1 |  | 628 | 428 | 0 | 1 | 263 |
| 23 | Equity instruments | 8 | 1 | 1 |  | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 1 | 1 |  | 0 | 0 |
| 24 | Households | 609,668 | 428,942 | 36,969 | 36,969 | 8,832 | 0 |  | 0 | 0 | 0 | 0 |  | 428,942 | 36,969 | 36,969 | 8,832 | 0 |
| 25 | of which loans collateralised by  residential immovable property | 362,813 | 331,277 | 28,137 | 28,137 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 331,277 | 28,137 | 28,137 | 0 | 0 |
| 26 | of which building renovation  loans | 1,189 | 1,189 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 1,189 | 0 | 0 | 0 | 0 |
| 27 | of which motor vehicle loans | 96,477 | 96,477 | 8,832 | 8,832 | 8,832 | 0 |  |  |  |  |  |  | 96,477 | 8,832 | 8,832 | 8,832 | 0 |

Annual report 2025145

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Million EUR | | 2024 | | | | | | | | | | | | | | | | |
|  | Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Total [gross]  carrying  amount | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 28 | Local governments financing | 1,166 | 973 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 973 | 0 | 0 | 0 | 0 |
| 29 | Housing financing | 155 | 153 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 153 | 0 | 0 | 0 | 0 |
| 30 | Other local government  financing | 1,012 | 819 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 819 | 0 | 0 | 0 | 0 |
| 31 | Collateral obtained by taking  possession: residential and  commercial immovable  properties | 4,825 | 0 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 | 0 |
| 32 | Assets excluded from the numerator  for GAR calculation (covered in the  denominator) | 637,106 | 0 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 | 0 |
| 33 | Financial and Non-financial  undertakings | 438,149 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 34 | SMEs and NFCs (other than SMEs)  not subject to NFRD disclosure  obligations | 134,206 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 35 | Loans and advances | 132,387 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 36 | of which loans collateralised  by commercial immovable  property | 23,620 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 37 | of which building renovation  loans | 1,704 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 38 | Debt securities | 1,575 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 39 | Equity instruments | 244 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 40 | Non-EU country counterparties  not subject to NFRD disclosure  obligations | 303,944 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 41 | Loans and advances | 276,247 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 42 | Debt securities | 24,306 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 43 | Equity instruments | 3,391 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 44 | Derivatives | 5,772 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 45 | On demand interbank loans | 12,146 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 46 | Cash and cash-related assets | 9,252 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 47 | Other categories of assets (e.g.  Goodwill, commodities etc.) | 171,788 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 48 | Total GAR assets | 1,306,542 | 447,158 | 42,818 | 36,969 | 9,508 | 2,202 |  | 101 | 17 | 0 | 3 |  | 447,259 | 42,834 | 36,969 | 9,508 | 2,206 |
| 49 | Assets not covered for GAR  calculation | 565,848 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 50 | Central governments and  Supranational issuers | 142,309 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 51 | Central banks exposure | 193,354 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

110 The assets under management taken into account in this template covers the whole Group.

Annual report 2025146

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Million EUR | | 2024 | | | | | | | | | | | | | | | | |
|  | Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Total [gross]  carrying  amount | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 52 | Trading book | 230,185 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 53 | Total assets | 1,872,390 | 447,158 | 42,818 | 36,969 | 9,508 | 2,202 |  | 101 | 17 | 0 | 3 |  | 447,259 | 42,834 | 36,969 | 9,508 | 2,206 |
| Off-balance sheet exposures - Undertakings subject to NFRD disclosure obligations | | | | | | | | | | | | | | | | | | |
| 54 | Financial guarantees | 16,898 | 1,282 | 570 | 0 | 47 | 387 |  | 39 | 15 | 0 | 4 |  | 1,320 | 585 | 0 | 47 | 390 |
| 55 | Assets under management  110 | 156,908 | 13,238 | 3,345 | 0 | 184 | 1,419 |  | 348 | 15 | 0 | 1 |  | 13,586 | 3,360 | 0 | 184 | 1,420 |
| 56 | Of which debt securities | 71,062 | 8,288 | 1,665 | 0 | 96 | 752 |  | 292 | 2 | 0 | 0 |  | 8,580 | 1,668 | 0 | 96 | 752 |
| 57 | Of which equity instruments | 63,320 | 4,744 | 1,616 | 0 | 86 | 642 |  | 54 | 12 | 0 | 1 |  | 4,798 | 1,628 | 0 | 86 | 643 |

Annual report 2025147

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

1. Assets for the calculation of GAR (Turnover) - 2024

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Million EUR | | 2024 | | | | | | | | | | | | | | | | |
|  | Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Total  [gross]  carrying  amount | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
|  | GAR - Covered assets in both numerator  and denominator |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 1 | Loans and advances, debt securities and  equity instruments not HfT eligible for  GAR calculation | 664,610 | 444,137 | 39,615 | 36,969 | 8,952 | 1,412 |  | 365 | 41 | 0 | 18 |  | 444,503 | 39,656 | 36,969 | 8,952 | 1,431 |
| 2 | Financial undertakings | 25,544 | 4,921 | 776 | 0 | 3 | 280 |  | 289 | 21 | 0 | 2 |  | 5,210 | 798 | 0 | 3 | 281 |
| 3 | Credit institutions | 18,208 | 3,265 | 280 | 0 | 0 | 5 |  | 25 | 2 | 0 | 0 |  | 3,290 | 281 | 0 | 0 | 5 |
| 4 | Loans and advances | 16,848 | 3,028 | 260 | 0 | 0 | 5 |  | 12 | 2 | 0 | 0 |  | 3,040 | 262 | 0 | 0 | 5 |
| 5 | Debt securities, including UoP | 1,360 | 237 | 19 | 0 | 0 | 0 |  | 13 | 0 | 0 | 0 |  | 250 | 19 | 0 | 0 | 0 |
| 6 | Equity instruments | 0 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 7 | Other financial corporations | 7,336 | 1,656 | 497 | 0 | 2 | 274 |  | 264 | 20 | 0 | 2 |  | 1,919 | 516 | 0 | 2 | 276 |
| 8 | of which investment firms | 2,300 | 392 | 263 | 0 | 0 | 141 |  | 43 | 4 | 0 | 2 |  | 435 | 268 | 0 | 0 | 143 |
| 9 | Loans and advances | 1,778 | 174 | 68 | 0 | 0 | 47 |  | 43 | 4 | 0 | 2 |  | 217 | 72 | 0 | 0 | 49 |
| 10 | Debt securities, including UoP | 523 | 218 | 196 | 0 | 0 | 94 |  | 0 | 0 | 0 | 0 |  | 218 | 196 | 0 | 0 | 94 |
| 11 | Equity instruments | 0 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 12 | of which  management companies | 258 | 122 | 6 | 0 | 0 | 4 |  | 0 | 0 | 0 | 0 |  | 122 | 6 | 0 | 0 | 4 |
| 13 | Loans and advances | 176 | 120 | 6 | 0 | 0 | 4 |  | 0 | 0 | 0 | 0 |  | 121 | 6 | 0 | 0 | 4 |
| 14 | Debt securities, including UoP | 80 | 1 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 1 | 0 | 0 | 0 | 0 |
| 15 | Equity instruments | 2 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 16 | of which insurance undertakings | 2,050 | 244 | 7 | 0 | 0 | 0 |  | 219 | 15 | 0 | 0 |  | 462 | 22 | 0 | 0 | 0 |
| 17 | Loans and advances | 1,931 | 244 | 7 | 0 | 0 | 0 |  | 219 | 15 | 0 | 0 |  | 462 | 22 | 0 | 0 | 0 |
| 18 | Debt securities, including UoP | 0 | 0 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 | 0 |
| 19 | Equity instruments | 119 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 20 | Non-financial undertakings | 28,232 | 9,302 | 1,869 | 0 | 117 | 1,133 |  | 76 | 20 | 0 | 17 |  | 9,378 | 1,889 | 0 | 117 | 1,149 |
| 21 | Loans and advances | 26,333 | 9,014 | 1,648 | 0 | 117 | 936 |  | 70 | 16 | 0 | 16 |  | 9,084 | 1,664 | 0 | 117 | 952 |
| 22 | Debt securities, including UoP | 1,891 | 288 | 221 | 0 | 0 | 197 |  | 7 | 3 | 0 | 0 |  | 294 | 224 | 0 | 0 | 197 |
| 23 | Equity instruments | 8 | 0 | 0 |  | 0 | 0 |  | 0 | 0 |  | 0 |  | 0 | 0 |  | 0 | 0 |
| 24 | Households | 609,668 | 428,942 | 36,969 | 36,969 | 8,832 | 0 |  | 0 | 0 | 0 | 0 |  | 428,942 | 36,969 | 36,969 | 8,832 | 0 |
| 25 | of which loans collateralised by  residential immovable property | 362,813 | 331,277 | 28,137 | 28,137 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 331,277 | 28,137 | 28,137 | 0 | 0 |
| 26 | of which building renovation loans | 1,189 | 1,189 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 1,189 | 0 | 0 | 0 | 0 |
| 27 | of which motor vehicle loans | 96,477 | 96,477 | 8,832 | 8,832 | 8,832 | 0 |  |  |  |  |  |  | 96,477 | 8,832 | 8,832 | 8,832 | 0 |
| 28 | Local governments financing | 1,166 | 973 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 973 | 0 | 0 | 0 | 0 |
| 29 | Housing financing | 155 | 153 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 153 | 0 | 0 | 0 | 0 |
| 30 | Other local government financing | 1,012 | 819 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 819 | 0 | 0 | 0 | 0 |

111 The assets under management taken into account in this template covers the whole Group.

Annual report 2025148

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Million EUR | | 2024 | | | | | | | | | | | | | | | | |
|  | Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Total  [gross]  carrying  amount | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 31 | Collateral obtained by taking  possession: residential and  commercial immovable properties | 4,825 | 0 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 | 0 |
| 32 | Assets excluded from the numerator for  GAR calculation (covered in the  denominator) | 637,106 | 0 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 | 0 |
| 33 | Financial and Non-financial  undertakings | 438,149 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 34 | SMEs and NFCs (other than SMEs) not  subject to NFRD disclosure obligations | 134,206 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 35 | Loans and advances | 132,387 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 36 | of which loans collateralised by  commercial immovable property | 23,620 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 37 | of which building renovation loans | 1,704 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 38 | Debt securities | 1,575 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 39 | Equity instruments | 244 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 40 | Non-EU country counterparties not  subject to NFRD disclosure obligations | 303,944 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 41 | Loans and advances | 276,247 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 42 | Debt securities | 24,306 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 43 | Equity instruments | 3,391 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 44 | Derivatives | 5,772 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 45 | On demand interbank loans | 12,146 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 46 | Cash and cash-related assets | 9,252 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 47 | Other categories of assets (e.g.  Goodwill, commodities etc.) | 171,788 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 48 | Total GAR assets | 1,306,542 | 444,137 | 39,615 | 36,969 | 8,952 | 1,412 |  | 365 | 41 | 0 | 18 |  | 444,503 | 39,656 | 36,969 | 8,952 | 1,431 |
| 49 | Assets not covered for GAR calculation | 565,848 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 50 | Central governments and Supranational  issuers | 142,309 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 51 | Central banks exposure | 193,354 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 52 | Trading book | 230,185 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 53 | Total assets | 1,872,390 | 444,137 | 39,615 | 36,969 | 8,952 | 1,412 |  | 365 | 41 | 0 | 18 |  | 444,503 | 39,656 | 36,969 | 8,952 | 1,431 |
| Off-balance sheet exposures - Undertakings subject to NFRD disclosure obligations | | | | | | | | | | | | | | | | | | |
| 54 | Financial guarantees | 16,898 | 809 | 218 | 0 | 1 | 166 |  | 67 | 31 | 0 | 31 |  | 876 | 249 | 0 | 1 | 197 |
| 55 | Assets under management  111 | 156,908 | 12,858 | 1,994 | 0 | 78 | 844 |  | 861 | 53 | 0 | 19 |  | 13,719 | 2,047 | 0 | 78 | 863 |

Annual report 2025149

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Million EUR | | 2024 | | | | | | | | | | | | | | | | |
|  | Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Total  [gross]  carrying  amount | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors (Taxonomy-eligible) | | | | |
|  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable (Taxonomy-  aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 56 | Of which debt securities | 71,062 | 8,627 | 912 | 0 | 37 | 367 |  | 520 | 20 | 0 | 11 |  | 9,147 | 931 | 0 | 37 | 378 |
| 57 | Of which equity instruments | 63,320 | 4,061 | 1,040 | 0 | 40 | 462 |  | 328 | 32 | 0 | 8 |  | 4,389 | 1,072 | 0 | 40 | 470 |

112  For presentation purposes, the breakdowns relating to the degree of portfolio alignment with the objectives of Biodiversity, Circular Economy, Pollution Prevention and Control, and Water and Marine Resources are not included in these templates, as

they are not material in the context of the Taxonomy disclosures, given that their impact on the GAR ratio is residual (eligibility below 0.03% and alignment below 0.007% in all cases).

Annual report 2025150

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

2. GAR sector information (Capex) - 2025 112

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Breakdown by sector - NACE 4 digits  level  (code and label) | | 2025 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | | |  | TOTAL (CCM + CCA) | | | | |
| Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates  (Subject to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |
| [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |
| Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |
| 1 | A Agriculture, forestry and  fishing | 23 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 23 | 0 |  |  |  |
| 2 | B910 - Support activities for  petroleum and natural gas  extraction | 73 | 57 |  |  |  |  | 1 | 1 |  |  |  |  | 74 | 58 |  |  |  |
| 3 | B Mining and quarrying | 314 | 235 |  |  |  |  | 2 | 2 |  |  |  |  | 316 | 237 |  |  |  |
| 4 | C2059 - Manufacture of other  chemical products n.e.c. | 60 | 38 |  |  |  |  | 0 | 0 |  |  |  |  | 60 | 39 |  |  |  |
| 5 | C2410 - Manufacture of basic  iron and steel and of ferro-  alloys | 98 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 98 | 0 |  |  |  |
| 6 | C2511 - Manufacture of metal  structures and parts of  structures | 48 | 46 |  |  |  |  | 15 | 15 |  |  |  |  | 62 | 60 |  |  |  |
| 7 | C2733 - Manufacture of wiring  devices | 66 | 21 |  |  |  |  | 0 | 0 |  |  |  |  | 66 | 21 |  |  |  |
| 8 | C2910 - Manufacture of motor  vehicles | 75 | 5 |  |  |  |  | 0 | 0 |  |  |  |  | 75 | 5 |  |  |  |
| 9 | C3020 - Manufacture of  railway locomotives and  rolling stock | 68 | 60 |  |  |  |  | 0 | 0 |  |  |  |  | 68 | 60 |  |  |  |
| 10 | C3030 - Manufacture of air  and spacecraft and related  machinery | 559 | 181 |  |  |  |  | 0 | 0 |  |  |  |  | 559 | 181 |  |  |  |
| 11 | C Manufacturing | 138 | 23 |  |  |  |  | 0 | 0 |  |  |  |  | 138 | 23 |  |  |  |
| 12 | D3511 - Production of  electricity | 444 | 113 |  |  |  |  | 0 | 0 |  |  |  |  | 445 | 114 |  |  |  |
| 13 | D3512 - Transmission of  electricity | 1,048 | 918 |  |  |  |  | 2 | 2 |  |  |  |  | 1,050 | 919 |  |  |  |
| 14 | D3513 - Distribution of  electricity | 86 | 83 |  |  |  |  | 0 | 0 |  |  |  |  | 86 | 83 |  |  |  |
| 15 | D3514 - Trade of electricity | 578 | 479 |  |  |  |  | 2 | 2 |  |  |  |  | 580 | 481 |  |  |  |
| 16 | D Electricity, gas, steam and air  conditioning supply | 801 | 670 |  |  |  |  | 0 | 0 |  |  |  |  | 801 | 670 |  |  |  |
| 17 | E Water supply | 56 | 46 |  |  |  |  | 0 | 0 |  |  |  |  | 56 | 46 |  |  |  |
| 18 | F4110 - Development of  building projects | 17 | 16 |  |  |  |  | 0 | 0 |  |  |  |  | 17 | 16 |  |  |  |

Annual report 2025151

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| Breakdown by sector - NACE 4 digits  level  (code and label) | | 2025 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | | |  | TOTAL (CCM + CCA) | | | | |
| Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates  (Subject to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |
| [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |
| Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |
| 19 | F4211 - Construction of roads  and motorways | 6 | 2 |  |  |  |  | 0 | 0 |  |  |  |  | 6 | 2 |  |  |  |
| 20 | F4299 - Construction of other  civil engineering projects n.e.c. | 69 | 1 |  |  |  |  | 0 | 0 |  |  |  |  | 69 | 1 |  |  |  |
| 21 | F4312 - Site preparation | 150 | 34 |  |  |  |  | 0 | 0 |  |  |  |  | 150 | 34 |  |  |  |
| 22 | F4321 - Electrical installation | 102 | 29 |  |  |  |  | 6 | 3 |  |  |  |  | 108 | 32 |  |  |  |
| 23 | F Construction | 229 | 80 |  |  |  |  | 0 | 0 |  |  |  |  | 229 | 80 |  |  |  |
| 24 | G4511 - Sale of cars and light  motor vehicles | 50 | 2 |  |  |  |  | 0 | 0 |  |  |  |  | 50 | 2 |  |  |  |
| 25 | G4614 - Agents involved in the  sale of machinery, industrial  equipment, ships and aircraft | 62 | 47 |  |  |  |  | 0 | 0 |  |  |  |  | 63 | 47 |  |  |  |
| 26 | G Wholesale and retail trade | 125 | 9 |  |  |  |  | 0 | 0 |  |  |  |  | 125 | 9 |  |  |  |
| 27 | H4910 - Passenger rail  transport, interurban | 66 | 1 |  |  |  |  | 0 | 0 |  |  |  |  | 66 | 1 |  |  |  |
| 28 | H5221 - Service activities  incidental to land  transportation | 239 | 27 |  |  |  |  | 0 | 0 |  |  |  |  | 239 | 27 |  |  |  |
| 29 | H Transport and storage | 57 | 1 |  |  |  |  | 0 | 0 |  |  |  |  | 57 | 1 |  |  |  |
| 30 | I5510 - Hotels and similar  accommodation | 210 | 52 |  |  |  |  | 0 | 0 |  |  |  |  | 210 | 52 |  |  |  |
| 31 | I Accommodation and food  service activities | 92 | 40 |  |  |  |  | 0 | 0 |  |  |  |  | 92 | 40 |  |  |  |
| 32 | J6120 - Wireless  telecommunications activities | 189 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 189 | 0 |  |  |  |
| 33 | J6399 - Other information  service activities n.e.c. | 77 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 77 | 0 |  |  |  |
| 34 | J Information and  communication | 62 | 20 |  |  |  |  | 25 | 1 |  |  |  |  | 88 | 21 |  |  |  |
| 35 | L6810 - Buying and selling of  own real estate | 433 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 433 | 0 |  |  |  |
| 36 | L6820 - Renting and operating  of own or leased real estate | 65 | 7 |  |  |  |  | 3 | 1 |  |  |  |  | 69 | 8 |  |  |  |
| 37 | L6832 - Management of real  estate on a fee or contract  basis | 83 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 83 | 0 |  |  |  |
| 38 | L Real estate activities | 55 | 3 |  |  |  |  | 0 | 0 |  |  |  |  | 55 | 3 |  |  |  |
| 39 | M7010 - Activities of head  offices | 58 | 50 |  |  |  |  | 0 | 0 |  |  |  |  | 58 | 50 |  |  |  |
| 40 | M7021 - Public relations and  communication activities | 459 | 303 |  |  |  |  | 1 | 0 |  |  |  |  | 460 | 303 |  |  |  |

Annual report 2025152

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
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|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Breakdown by sector - NACE 4 digits  level  (code and label) | | 2025 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | | |  | TOTAL (CCM + CCA) | | | | |
| Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates  (Subject to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |
| [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |
| Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |
| 41 | M7022 - Business and other  management consultancy  activities | 61 | 17 |  |  |  |  | 0 | 0 |  |  |  |  | 61 | 17 |  |  |  |
| 42 | M7112 - Engineering activities  and related technical  consultancy | 55 | 4 |  |  |  |  | 0 | 0 |  |  |  |  | 55 | 4 |  |  |  |
| 43 | M7490 - Other professional,  scientific and technical  activities n.e.c. | 77 | 24 |  |  |  |  | 0 | 0 |  |  |  |  | 77 | 24 |  |  |  |
| 44 | M Professional, scientific and  technical activities | 225 | 59 |  |  |  |  | 1 | 0 |  |  |  |  | 226 | 59 |  |  |  |
| 45 | N7711 - Renting and leasing of  cars and light motor vehicles | 3 | 1 |  |  |  |  | 0 | 0 |  |  |  |  | 3 | 1 |  |  |  |
| 46 | N8010 - Private security  activities | 43 | 3 |  |  |  |  | 0 | 0 |  |  |  |  | 43 | 3 |  |  |  |
| 47 | N8211 - Combined office  administrative service  activities | 62 | 1 |  |  |  |  | 0 | 0 |  |  |  |  | 62 | 1 |  |  |  |
| 48 | N8299 - Other business  support service activities n.e.c. | 125 | 52 |  |  |  |  | 0 | 0 |  |  |  |  | 125 | 52 |  |  |  |
| 49 | N Administrative and support  service activities | 32 | 1 |  |  |  |  | 0 | 0 |  |  |  |  | 32 | 1 |  |  |  |
| 50 | O Public administration and  defence, compulsory social  security | 0 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 0 | 0 |  |  |  |
| 51 | P Education | 16 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 16 | 0 |  |  |  |
| 52 | Q Human health services and  social work activities | 9 | 1 |  |  |  |  | 0 | 0 |  |  |  |  | 9 | 1 |  |  |  |
| 53 | R Arts, entertainment and  recreation | 4 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 4 | 0 |  |  |  |
| 54 | S Other services | 299 | 107 |  |  |  |  | 1 | 1 |  |  |  |  | 301 | 108 |  |  |  |

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| 1. Exposures in the banking book towards those sectors covered by the Taxonomy (NACE sectors 4 levels of detail), using the relevant NACE Codes on the basis of the principal activity of the counterparty. A threshold above 0.5% of the eligible exposure  has been set for reporting NACE at level 4. All other NACEs outside this threshold are reported at level 1. |

113  For presentation purposes, the breakdowns relating to the degree of portfolio alignment with the objectives of Biodiversity, Circular Economy, Pollution Prevention and Control, and Water and Marine Resources are not included in these templates, as

they are not material in the context of the Taxonomy disclosures, given that their impact on the GAR ratio is residual (eligibility below 0.03% and alignment below 0.007% in all cases).

Annual report 2025153

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

2. GAR sector information (Turnover) - 2025 113

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Breakdown by sector - NACE 4 digits  level  (code and label) | | 2025 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | | |  | TOTAL (CCM + CCA) | | | | |
| Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates  (Subject to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |
| [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |
| Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |
| 1 | A Agriculture, forestry and  fishing | 23 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 23 | 0 |  |  |  |
| 2 | B910 - Support activities for  petroleum and natural gas  extraction | 118 | 28 |  |  |  |  | 0 | 0 |  |  |  |  | 118 | 28 |  |  |  |
| 3 | B Mining and quarrying | 42 | 16 |  |  |  |  | 0 | 0 |  |  |  |  | 42 | 16 |  |  |  |
| 4 | C2059 - Manufacture of other  chemical products n.e.c. | 40 | 4 |  |  |  |  | 0 | 0 |  |  |  |  | 40 | 4 |  |  |  |
| 5 | C2410 - Manufacture of basic  iron and steel and of ferro-  alloys | 45 | 10 |  |  |  |  | 0 | 0 |  |  |  |  | 45 | 10 |  |  |  |
| 6 | C2511 - Manufacture of metal  structures and parts of  structures | 93 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 93 | 0 |  |  |  |
| 7 | C2733 - Manufacture of wiring  devices | 44 | 28 |  |  |  |  | 0 | 0 |  |  |  |  | 44 | 28 |  |  |  |
| 8 | C2910 - Manufacture of motor  vehicles | 581 | 52 |  |  |  |  | 0 | 0 |  |  |  |  | 581 | 52 |  |  |  |
| 9 | C3020 - Manufacture of  railway locomotives and  rolling stock | 100 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 100 | 0 |  |  |  |
| 10 | C3030 - Manufacture of air  and spacecraft and related  machinery | 42 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 42 | 0 |  |  |  |
| 11 | C Manufacturing | 260 | 47 |  |  |  |  | 0 | 0 |  |  |  |  | 260 | 47 |  |  |  |
| 12 | D3511 - Production of  electricity | 708 | 466 |  |  |  |  | 4 | 2 |  |  |  |  | 711 | 468 |  |  |  |
| 13 | D3512 - Transmission of  electricity | 53 | 47 |  |  |  |  | 0 | 0 |  |  |  |  | 53 | 47 |  |  |  |
| 14 | D3513 - Distribution of  electricity | 414 | 312 |  |  |  |  | 1 | 1 |  |  |  |  | 415 | 313 |  |  |  |
| 15 | D3514 - Trade of electricity | 499 | 348 |  |  |  |  | 0 | 0 |  |  |  |  | 499 | 348 |  |  |  |
| 16 | D Electricity, gas, steam and air  conditioning supply | 26 | 12 |  |  |  |  | 0 | 0 |  |  |  |  | 26 | 12 |  |  |  |
| 17 | E Water supply | 22 | 4 |  |  |  |  | 1 | 0 |  |  |  |  | 23 | 4 |  |  |  |
| 18 | F4110 - Development of  building projects | 70 | 1 |  |  |  |  | 0 | 0 |  |  |  |  | 70 | 1 |  |  |  |

Annual report 2025154

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Breakdown by sector - NACE 4 digits  level  (code and label) | | 2025 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | | |  | TOTAL (CCM + CCA) | | | | |
| Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates  (Subject to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |
| [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |
| Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |
| 19 | F4211 - Construction of roads  and motorways | 90 | 16 |  |  |  |  | 3 | 0 |  |  |  |  | 92 | 16 |  |  |  |
| 20 | F4299 - Construction of other  civil engineering projects n.e.c. | 93 | 16 |  |  |  |  | 2 | 0 |  |  |  |  | 95 | 16 |  |  |  |
| 21 | F4312 - Site preparation | 114 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 114 | 0 |  |  |  |
| 22 | F4321 - Electrical installation | 59 | 5 |  |  |  |  | 0 | 0 |  |  |  |  | 59 | 5 |  |  |  |
| 23 | F Construction | 40 | 17 |  |  |  |  | 2 | 0 |  |  |  |  | 42 | 17 |  |  |  |
| 24 | G4511 - Sale of cars and light  motor vehicles | 318 | 38 |  |  |  |  | 0 | 0 |  |  |  |  | 318 | 38 |  |  |  |
| 25 | G4614 - Agents involved in the  sale of machinery, industrial  equipment, ships and aircraft | 47 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 47 | 0 |  |  |  |
| 26 | G Wholesale and retail trade | 83 | 14 |  |  |  |  | 0 | 0 |  |  |  |  | 84 | 14 |  |  |  |
| 27 | H4910 - Passenger rail  transport, interurban | 47 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 47 | 0 |  |  |  |
| 28 | H5221 - Service activities  incidental to land  transportation | 206 | 56 |  |  |  |  | 0 | 0 |  |  |  |  | 206 | 56 |  |  |  |
| 29 | H Transport and storage | 69 | 14 |  |  |  |  | 0 | 0 |  |  |  |  | 69 | 14 |  |  |  |
| 30 | I5510 - Hotels and similar  accommodation | 189 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 189 | 0 |  |  |  |
| 31 | I Accommodation and food  service activities | 76 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 76 | 0 |  |  |  |
| 32 | J6120 - Wireless  telecommunications activities | 140 | 53 |  |  |  |  | 13 | 1 |  |  |  |  | 153 | 54 |  |  |  |
| 33 | J6399 - Other information  service activities n.e.c. | 433 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 433 | 0 |  |  |  |
| 34 | J Information and  communication | 50 | 4 |  |  |  |  | 13 | 4 |  |  |  |  | 64 | 8 |  |  |  |
| 35 | L6810 - Buying and selling of  own real estate | 125 | 75 |  |  |  |  | 0 | 0 |  |  |  |  | 125 | 75 |  |  |  |
| 36 | L6820 - Renting and operating  of own or leased real estate | 87 | 0 |  |  |  |  | 1 | 0 |  |  |  |  | 88 | 1 |  |  |  |
| 37 | L6832 - Management of real  estate on a fee or contract  basis | 44 | 3 |  |  |  |  | 0 | 0 |  |  |  |  | 44 | 3 |  |  |  |
| 38 | L Real estate activities | 2 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 2 | 0 |  |  |  |
| 39 | M7010 - Activities of head  offices | 285 | 172 |  |  |  |  | 2 | 0 |  |  |  |  | 288 | 172 |  |  |  |
| 40 | M7021 - Public relations and  communication activities | 57 | 5 |  |  |  |  | 0 | 0 |  |  |  |  | 57 | 5 |  |  |  |

Annual report 2025155

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Breakdown by sector - NACE 4 digits  level  (code and label) | | 2025 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | | |  | TOTAL (CCM + CCA) | | | | |
| Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates  (Subject to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |
| [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |
| Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |
| 41 | M7022 - Business and other  management consultancy  activities | 58 | 6 |  |  |  |  | 0 | 0 |  |  |  |  | 58 | 6 |  |  |  |
| 42 | M7112 - Engineering activities  and related technical  consultancy | 70 | 10 |  |  |  |  | 0 | 0 |  |  |  |  | 70 | 10 |  |  |  |
| 43 | M7490 - Other professional,  scientific and technical  activities n.e.c. | 203 | 45 |  |  |  |  | 3 | 0 |  |  |  |  | 205 | 45 |  |  |  |
| 44 | M Professional, scientific and  technical activities | 34 | 23 |  |  |  |  | 0 | 0 |  |  |  |  | 34 | 23 |  |  |  |
| 45 | N7711 - Renting and leasing of  cars and light motor vehicles | 135 | 16 |  |  |  |  | 0 | 0 |  |  |  |  | 135 | 16 |  |  |  |
| 46 | N8010 - Private security  activities | 36 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 36 | 0 |  |  |  |
| 47 | N8211 - Combined office  administrative service  activities | 61 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 61 | 0 |  |  |  |
| 48 | N8299 - Other business  support service activities n.e.c. | 71 | 32 |  |  |  |  | 0 | 0 |  |  |  |  | 71 | 32 |  |  |  |
| 49 | N Administrative and support  service activities | 18 | 1 |  |  |  |  | 0 | 0 |  |  |  |  | 18 | 1 |  |  |  |
| 50 | O Public administration and  defence, compulsory social  security | 0 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 0 | 0 |  |  |  |
| 51 | P Education | 16 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 16 | 0 |  |  |  |
| 52 | Q Human health services and  social work activities | 9 | 3 |  |  |  |  | 0 | 0 |  |  |  |  | 10 | 3 |  |  |  |
| 53 | R Arts, entertainment and  recreation | 0 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 0 | 0 |  |  |  |
| 54 | S Other services | 228 | 48 |  |  |  |  | 1 | 0 |  |  |  |  | 229 | 49 |  |  |  |

|  |
| --- |
|  |
| 1. Exposures in the banking book towards those sectors covered by the Taxonomy (NACE sectors 4 levels of detail), using the relevant NACE Codes on the basis of the principal activity of the counterparty. A threshold above 0.5% of the eligible exposure has  been set for reporting NACE at level 4. All other NACEs outside this threshold are reported at level 1. |

Annual report 2025156

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

2. GAR sector information (Capex) - 2024

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Breakdown by sector - NACE 4 digits  level  (code and label) | | 2024 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | | |  | TOTAL (CCM + CCA) | | | | |
| Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates  (Subject to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |
| [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |
| Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |
| 1 | A Agriculture, forestry and  fishing | 25 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 25 | 0 |  |  |  |
| 2 | B610 - Extraction of crude  petroleum | 67 | 53 |  |  |  |  | 0 | 0 |  |  |  |  | 67 | 53 |  |  |  |
| 3 | B910 - Support activities for  petroleum and natural gas  extraction | 354 | 261 |  |  |  |  | 1 | 0 |  |  |  |  | 354 | 261 |  |  |  |
| 4 | B Mining and quarrying | 50 | 4 |  |  |  |  | 0 | 0 |  |  |  |  | 51 | 4 |  |  |  |
| 5 | C2410 - Manufacture of basic  iron and steel and of ferro-  alloys | 61 | 55 |  |  |  |  | 0 | 0 |  |  |  |  | 61 | 55 |  |  |  |
| 6 | C2511 - Manufacture of metal  structures and parts of  structures | 121 | 120 |  |  |  |  | 0 | 0 |  |  |  |  | 121 | 120 |  |  |  |
| 7 | C2732 - Manufacture of other  electronic and electric wires  and cables | 129 | 98 |  |  |  |  | 0 | 0 |  |  |  |  | 129 | 98 |  |  |  |
| 8 | C2733 - Manufacture of wiring  devices | 66 | 55 |  |  |  |  | 0 | 0 |  |  |  |  | 66 | 55 |  |  |  |
| 9 | C2910 - Manufacture of motor  vehicles | 443 | 147 |  |  |  |  | 0 | 0 |  |  |  |  | 443 | 147 |  |  |  |
| 10 | C3020 - Manufacture of  railway locomotives and  rolling stock | 134 | 34 |  |  |  |  | 0 | 0 |  |  |  |  | 134 | 34 |  |  |  |
| 11 | C3030 - Manufacture of air  and spacecraft and related  machinery | 60 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 60 | 0 |  |  |  |
| 12 | C Manufacturing | 622 | 278 |  |  |  |  | 3 | 3 |  |  |  |  | 625 | 281 |  |  |  |
| 13 | D3511 - Production of  electricity | 971 | 726 |  |  |  |  | 0 | 0 |  |  |  |  | 972 | 726 |  |  |  |
| 14 | D3513 - Distribution of  electricity | 400 | 362 |  |  |  |  | 0 | 0 |  |  |  |  | 400 | 362 |  |  |  |
| 15 | D3514 - Trade of electricity | 471 | 328 |  |  |  |  | 0 | 0 |  |  |  |  | 471 | 328 |  |  |  |
| 16 | D3521 - Manufacture of gas | 136 | 46 |  |  |  |  | 0 | 0 |  |  |  |  | 136 | 46 |  |  |  |
| 17 | D Electricity, gas, steam and air  conditioning supply | 92 | 38 |  |  |  |  | 0 | 0 |  |  |  |  | 92 | 38 |  |  |  |
| 18 | E Water supply | 78 | 3 |  |  |  |  | 0 | 0 |  |  |  |  | 78 | 3 |  |  |  |
| 19 | F4110 - Development of  building projects | 80 | 1 |  |  |  |  | 0 | 0 |  |  |  |  | 80 | 1 |  |  |  |
| 20 | F4211 - Construction of roads  and motorways | 149 | 35 |  |  |  |  | 3 | 0 |  |  |  |  | 152 | 35 |  |  |  |

Annual report 2025157

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Breakdown by sector - NACE 4 digits  level  (code and label) | | 2024 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | | |  | TOTAL (CCM + CCA) | | | | |
| Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates  (Subject to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |
| [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |
| Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |
| 21 | F4299 - Construction of other  civil engineering projects n.e.c. | 88 | 10 |  |  |  |  | 2 | 0 |  |  |  |  | 90 | 10 |  |  |  |
| 22 | F4312 - Site preparation | 390 | 2 |  |  |  |  | 0 | 0 |  |  |  |  | 390 | 2 |  |  |  |
| 23 | F Construction | 162 | 38 |  |  |  |  | 1 | 0 |  |  |  |  | 164 | 38 |  |  |  |
| 24 | G4511 - Sale of cars and light  motor vehicles | 551 | 81 |  |  |  |  | 0 | 0 |  |  |  |  | 552 | 81 |  |  |  |
| 25 | G4519 - Sale of other motor  vehicles | 101 | 23 |  |  |  |  | 0 | 0 |  |  |  |  | 101 | 23 |  |  |  |
| 26 | G4641 - Wholesale of textiles | 58 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 58 | 0 |  |  |  |
| 27 | G4711 - Retail sale in non-  specialised stores with food,  beverages or tobacco  predominating | 132 | 11 |  |  |  |  | 0 | 0 |  |  |  |  | 132 | 11 |  |  |  |
| 28 | G4778 - Other retail sale of  new goods in specialised  stores | 103 | 1 |  |  |  |  | 0 | 0 |  |  |  |  | 103 | 1 |  |  |  |
| 29 | G Wholesale and retail trade | 403 | 69 |  |  |  |  | 8 | 0 |  |  |  |  | 412 | 69 |  |  |  |
| 30 | H4950 - Transport via pipeline | 148 | 134 |  |  |  |  | 0 | 0 |  |  |  |  | 148 | 134 |  |  |  |
| 31 | H5210 - Warehousing and  storage | 83 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 83 | 0 |  |  |  |
| 32 | H5221 - Service activities  incidental to land  transportation | 267 | 7 |  |  |  |  | 0 | 0 |  |  |  |  | 267 | 7 |  |  |  |
| 33 | H Transport and storage | 158 | 30 |  |  |  |  | 0 | 0 |  |  |  |  | 159 | 30 |  |  |  |
| 34 | I5510 - Hotels and similar  accommodation | 182 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 182 | 0 |  |  |  |
| 35 | I Accommodation and food  service activities | 50 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 50 | 0 |  |  |  |
| 36 | J6120 - Wireless  telecommunications activities | 348 | 30 |  |  |  |  | 31 | 1 |  |  |  |  | 379 | 31 |  |  |  |
| 37 | J6399 - Other information  service activities n.e.c. | 472 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 472 | 0 |  |  |  |
| 38 | J Information and  communication | 160 | 12 |  |  |  |  | 2 | 2 |  |  |  |  | 163 | 14 |  |  |  |
| 39 | L6810 - Buying and selling of  own real estate | 140 | 73 |  |  |  |  | 7 | 0 |  |  |  |  | 148 | 73 |  |  |  |
| 40 | L6820 - Renting and operating  of own or leased real estate | 175 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 175 | 1 |  |  |  |
| 41 | L Real estate activities | 22 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 22 | 0 |  |  |  |
| 42 | M7010 - Activities of head  offices | 929 | 554 |  |  |  |  | 8 | 8 |  |  |  |  | 937 | 562 |  |  |  |

Annual report 2025158

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Breakdown by sector - NACE 4 digits  level  (code and label) | | 2024 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | | |  | TOTAL (CCM + CCA) | | | | |
| Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates  (Subject to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |
| [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |
| Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |
| 43 | M7490 - Other professional,  scientific and technical  activities n.e.c. | 196 | 88 |  |  |  |  | 3 | 0 |  |  |  |  | 199 | 88 |  |  |  |
| 44 | M Professional, scientific and  technical activities | 156 | 69 |  |  |  |  | 1 | 0 |  |  |  |  | 157 | 69 |  |  |  |
| 45 | N7711 - Renting and leasing of  cars and light motor vehicles | 723 | 119 |  |  |  |  | 0 | 0 |  |  |  |  | 723 | 119 |  |  |  |
| 46 | N8211 - Combined office  administrative service  activities | 84 | 30 |  |  |  |  | 0 | 0 |  |  |  |  | 84 | 30 |  |  |  |
| 47 | N8299 - Other business  support service activities n.e.c. | 230 | 90 |  |  |  |  | 0 | 0 |  |  |  |  | 230 | 90 |  |  |  |
| 48 | N Administrative and support  service activities | 105 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 105 | 0 |  |  |  |
| 49 | O Public administration and  defence, compulsory social  security | 0 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 0 | 0 |  |  |  |
| 50 | P Education | 18 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 18 | 0 |  |  |  |
| 51 | Q Human health services and  social work activities | 14 | 2 |  |  |  |  | 0 | 0 |  |  |  |  | 14 | 2 |  |  |  |
| 52 | R Arts, entertainment and  recreation | 20 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 20 | 0 |  |  |  |
| 53 | S9609 - Other personal service  activities n.e.c. | 83 | 19 |  |  |  |  | 0 | 0 |  |  |  |  | 83 | 19 |  |  |  |
| 54 | S Other services | 275 | 111 |  |  |  |  | 1 | 0 |  |  |  |  | 276 | 111 |  |  |  |

|  |
| --- |
|  |
| 1. Exposures in the banking book towards those sectors covered by the Taxonomy (NACE sectors 4 levels of detail), using the relevant NACE Codes on the basis of the principal activity of the counterparty. A threshold above 0.5% of the eligible exposure  has been set for reporting NACE at level 4. All other NACEs outside this threshold are reported at level 1. |

Annual report 2025159

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

2. GAR sector information (Turnover) - 2024

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Breakdown by sector - NACE 4 digits  level  (code and label) | | 2024 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | | |  | TOTAL (CCM + CCA) | | | | |
| Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates  (Subject to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |
| [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |
| Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |
| 1 | A Agriculture, forestry and  fishing | 25 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 25 | 0 |  |  |  |
| 2 | B910 - Support activities for  petroleum and natural gas  extraction | 186 | 76 |  |  |  |  | 1 | 0 |  |  |  |  | 187 | 76 |  |  |  |
| 3 | B Mining and quarrying | 46 | 6 |  |  |  |  | 0 | 0 |  |  |  |  | 46 | 6 |  |  |  |
| 4 | C2351 - Manufacture of  cement | 67 | 1 |  |  |  |  | 0 | 0 |  |  |  |  | 67 | 1 |  |  |  |
| 5 | C2410 - Manufacture of basic  iron and steel and of ferro-  alloys | 88 | 3 |  |  |  |  | 0 | 0 |  |  |  |  | 88 | 3 |  |  |  |
| 6 | C2442 - Aluminium production | 138 | 35 |  |  |  |  | 0 | 0 |  |  |  |  | 138 | 35 |  |  |  |
| 7 | C2511 - Manufacture of metal  structures and parts of  structures | 150 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 150 | 0 |  |  |  |
| 8 | C2732 - Manufacture of other  electronic and electric wires  and cables | 100 | 44 |  |  |  |  | 0 | 0 |  |  |  |  | 100 | 44 |  |  |  |
| 9 | C2910 - Manufacture of motor  vehicles | 432 | 36 |  |  |  |  | 0 | 0 |  |  |  |  | 432 | 36 |  |  |  |
| 10 | C3011 - Building of ships and  floating structures | 68 | 16 |  |  |  |  | 0 | 0 |  |  |  |  | 68 | 16 |  |  |  |
| 11 | C3020 - Manufacture of  railway locomotives and  rolling stock | 134 | 37 |  |  |  |  | 0 | 0 |  |  |  |  | 134 | 37 |  |  |  |
| 12 | C3030 - Manufacture of air  and spacecraft and related  machinery | 73 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 73 | 0 |  |  |  |
| 13 | C3313 - Repair of electronic  and optical equipment | 49 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 49 | 0 |  |  |  |
| 14 | C Manufacturing | 318 | 60 |  |  |  |  | 0 | 0 |  |  |  |  | 318 | 60 |  |  |  |
| 15 | D3511 - Production of  electricity | 613 | 348 |  |  |  |  | 2 | 0 |  |  |  |  | 615 | 348 |  |  |  |
| 16 | D3513 - Distribution of  electricity | 236 | 165 |  |  |  |  | 0 | 0 |  |  |  |  | 236 | 165 |  |  |  |
| 17 | D3514 - Trade of electricity | 235 | 163 |  |  |  |  | 0 | 0 |  |  |  |  | 235 | 163 |  |  |  |
| 18 | D3521 - Manufacture of gas | 99 | 5 |  |  |  |  | 0 | 0 |  |  |  |  | 99 | 5 |  |  |  |
| 19 | D Electricity, gas, steam and air  conditioning supply | 52 | 19 |  |  |  |  | 0 | 0 |  |  |  |  | 52 | 19 |  |  |  |
| 20 | E3600 - Water collection,  treatment and supply | 51 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 51 | 0 |  |  |  |

Annual report 2025160

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Breakdown by sector - NACE 4 digits  level  (code and label) | | 2024 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | | |  | TOTAL (CCM + CCA) | | | | |
| Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates  (Subject to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |
| [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |
| Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |
| 21 | E Water supply | 28 | 4 |  |  |  |  | 1 | 0 |  |  |  |  | 29 | 4 |  |  |  |
| 22 | F4110 - Development of  building projects | 81 | 2 |  |  |  |  | 0 | 0 |  |  |  |  | 81 | 2 |  |  |  |
| 23 | F4120 - Construction of  residential and non-residential  buildings | 51 | 11 |  |  |  |  | 0 | 0 |  |  |  |  | 51 | 11 |  |  |  |
| 24 | F4211 - Construction of roads  and motorways | 175 | 71 |  |  |  |  | 8 | 0 |  |  |  |  | 183 | 71 |  |  |  |
| 25 | F4299 - Construction of other  civil engineering projects n.e.c. | 93 | 19 |  |  |  |  | 4 | 0 |  |  |  |  | 97 | 19 |  |  |  |
| 26 | F4312 - Site preparation | 374 | 0 |  |  |  |  | 1 | 0 |  |  |  |  | 374 | 0 |  |  |  |
| 27 | F Construction | 111 | 33 |  |  |  |  | 6 | 0 |  |  |  |  | 117 | 33 |  |  |  |
| 28 | G4511 - Sale of cars and light  motor vehicles | 272 | 24 |  |  |  |  | 0 | 0 |  |  |  |  | 272 | 24 |  |  |  |
| 29 | G4519 - Sale of other motor  vehicles | 99 | 11 |  |  |  |  | 0 | 0 |  |  |  |  | 99 | 11 |  |  |  |
| 30 | G4614 - Agents involved in the  sale of machinery, industrial  equipment, ships and aircraft | 63 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 63 | 0 |  |  |  |
| 31 | G Wholesale and retail trade | 174 | 16 |  |  |  |  | 0 | 0 |  |  |  |  | 174 | 16 |  |  |  |
| 32 | H4950 - Transport via pipeline | 50 | 36 |  |  |  |  | 0 | 0 |  |  |  |  | 50 | 36 |  |  |  |
| 33 | H5210 - Warehousing and  storage | 83 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 83 | 0 |  |  |  |
| 34 | H5221 - Service activities  incidental to land  transportation | 265 | 10 |  |  |  |  | 0 | 0 |  |  |  |  | 265 | 10 |  |  |  |
| 35 | H Transport and storage | 124 | 7 |  |  |  |  | 0 | 0 |  |  |  |  | 124 | 7 |  |  |  |
| 36 | I5510 - Hotels and similar  accommodation | 167 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 167 | 0 |  |  |  |
| 37 | I Accommodation and food  service activities | 41 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 41 | 0 |  |  |  |
| 38 | J6120 - Wireless  telecommunications activities | 453 | 90 |  |  |  |  | 20 | 3 |  |  |  |  | 473 | 93 |  |  |  |
| 39 | J6399 - Other information  service activities n.e.c. | 472 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 472 | 0 |  |  |  |
| 40 | J Information and  communication | 138 | 3 |  |  |  |  | 12 | 3 |  |  |  |  | 150 | 7 |  |  |  |
| 41 | L6810 - Buying and selling of  own real estate | 158 | 61 |  |  |  |  | 0 | 0 |  |  |  |  | 158 | 61 |  |  |  |
| 42 | L6820 - Renting and operating  of own or leased real estate | 185 | 0 |  |  |  |  | 4 | 4 |  |  |  |  | 189 | 4 |  |  |  |
| 43 | L Real estate activities | 22 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 22 | 0 |  |  |  |

Annual report 2025161

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Breakdown by sector - NACE 4 digits  level  (code and label) | | 2024 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | | |  | TOTAL (CCM + CCA) | | | | |
| Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates (Subject  to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |  | Non-Financial corporates  (Subject to NFRD) | |  | SMEs and other NFC not subject  to NFRD | |
| [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |  | [Gross] carrying amount | |
| Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable  (CCM) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable (CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |  | Mn EUR | Of which  environmentally  sustainable  (CCM+CCA) |
| 44 | M7010 - Activities of head  offices | 767 | 179 |  |  |  |  | 4 | 3 |  |  |  |  | 772 | 183 |  |  |  |
| 45 | M7112 - Engineering activities  and related technical  consultancy | 67 | 29 |  |  |  |  | 1 | 0 |  |  |  |  | 68 | 29 |  |  |  |
| 46 | M7490 - Other professional,  scientific and technical  activities n.e.c. | 145 | 62 |  |  |  |  | 4 | 0 |  |  |  |  | 149 | 62 |  |  |  |
| 47 | M Professional, scientific and  technical activities | 59 | 27 |  |  |  |  | 6 | 4 |  |  |  |  | 65 | 31 |  |  |  |
| 48 | N7711 - Renting and leasing of  cars and light motor vehicles | 716 | 41 |  |  |  |  | 0 | 0 |  |  |  |  | 716 | 41 |  |  |  |
| 49 | N7712 - Renting and leasing of  trucks | 49 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 49 | 0 |  |  |  |
| 50 | N8211 - Combined office  administrative service  activities | 58 | 4 |  |  |  |  | 0 | 0 |  |  |  |  | 58 | 4 |  |  |  |
| 51 | N8299 - Other business  support service activities n.e.c. | 196 | 65 |  |  |  |  | 0 | 0 |  |  |  |  | 196 | 65 |  |  |  |
| 52 | N Administrative and support  service activities | 79 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 79 | 0 |  |  |  |
| 53 | O Public administration and  defence, compulsory social  security | 0 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 0 | 0 |  |  |  |
| 54 | P Education | 18 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 18 | 0 |  |  |  |
| 55 | Q Human health services and  social work activities | 13 | 1 |  |  |  |  | 0 | 0 |  |  |  |  | 13 | 1 |  |  |  |
| 56 | R Arts, entertainment and  recreation | 15 | 0 |  |  |  |  | 0 | 0 |  |  |  |  | 15 | 0 |  |  |  |
| 57 | S9609 - Other personal service  activities n.e.c. | 70 | 3 |  |  |  |  | 0 | 0 |  |  |  |  | 70 | 3 |  |  |  |
| 58 | S Other services | 210 | 44 |  |  |  |  | 2 | 2 |  |  |  |  | 212 | 46 |  |  |  |

114  For presentation purposes, the breakdowns relating to the degree of portfolio alignment with the objectives of Biodiversity, Circular Economy, Pollution Prevention and Control, and Water and Marine Resources are not included in these templates, as

they are not material in the context of the Taxonomy disclosures, given that their impact on the GAR ratio is residual (eligibility below 0.03% and alignment below 0.007% in all cases).

Annual report 2025162

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

3. GAR KPI stock (Capex) - 2025 114

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2025 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportion  of total  assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
|  | GAR - Covered assets in both numerator and  denominator |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 1 | Loans and advances, debt securities and equity  instruments not HfT eligible for GAR calculation | 66.5% | 7.1% | 6.3% | 1.9% | 0.3% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 66.5% | 7.1% | 6.3% | 1.9% | 0.3% | 33.4% |
| 2 | Financial undertakings | 18.4% | 5.6% | 0.0% | 0.2% | 1.9% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 18.5% | 5.6% | 0.0% | 0.2% | 1.9% | 1.4% |
| 3 | Credit institutions | 14.7% | 1.6% | 0.0% | 0.1% | 0.2% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 14.7% | 1.6% | 0.0% | 0.1% | 0.2% | 0.9% |
| 4 | Loans and advances | 14.6% | 1.5% | 0.0% | 0.1% | 0.2% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 14.6% | 1.5% | 0.0% | 0.1% | 0.2% | 0.9% |
| 5 | Debt securities, including UoP | 16.3% | 3.2% | 0.0% | 0.1% | 0.1% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 16.3% | 3.2% | 0.0% | 0.1% | 0.1% | 0.0% |
| 6 | Equity instruments | 29.9% | 1.7% |  | 0.1% | 0.2% |  | 0.2% | 0.1% |  | 0.0% |  | 30.1% | 1.9% |  | 0.1% | 0.2% | 0.0% |
| 7 | Other financial corporations | 26.1% | 13.7% | 0.0% | 0.4% | 5.6% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 26.2% | 13.7% | 0.0% | 0.4% | 5.6% | 0.4% |
| 8 | of which investment firms | 33.2% | 17.0% | 0.0% | 0.0% | 6.1% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 33.3% | 17.0% | 0.0% | 0.0% | 6.1% | 0.1% |
| 9 | Loans and advances | 34.0% | 17.5% | 0.0% | 0.0% | 6.3% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 34.1% | 17.5% | 0.0% | 0.0% | 6.3% | 0.1% |
| 10 | Debt securities, including UoP | 7.9% | 1.5% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 7.9% | 1.5% | 0.0% | 0.0% | 0.0% | 0.0% |
| 11 | Equity instruments | 26.3% | 0.8% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 26.3% | 0.8% |  | 0.0% | 0.0% | 0.0% |
| 12 | of which  management companies | 3.1% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 3.1% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 13 | Loans and advances | 3.1% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 3.1% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 14 | Debt securities, including UoP | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 15 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 16 | of which insurance undertakings | 7.6% | 0.7% | 0.0% | 0.0% | 0.1% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 7.6% | 0.7% | 0.0% | 0.0% | 0.1% | 0.1% |
| 17 | Loans and advances | 8.9% | 0.6% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 9.0% | 0.6% | 0.0% | 0.0% | 0.0% | 0.1% |
| 18 | Debt securities, including UoP | 1.9% | 1.5% | 0.0% | 0.0% | 0.4% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 1.9% | 1.5% | 0.0% | 0.0% | 0.4% | 0.0% |
| 19 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 20 | Non-financial undertakings | 31.0% | 14.4% | 0.0% | 0.3% | 6.2% |  | 0.2% | 0.1% | 0.0% | 0.0% |  | 31.2% | 14.6% | 0.0% | 0.3% | 6.3% | 1.4% |
| 21 | Loans and advances | 30.7% | 13.7% | 0.0% | 0.3% | 6.4% |  | 0.2% | 0.1% | 0.0% | 0.0% |  | 30.9% | 13.8% | 0.0% | 0.3% | 6.5% | 1.3% |
| 22 | Debt securities, including UoP | 34.5% | 24.5% | 0.0% | 0.1% | 3.2% |  | 0.6% | 0.6% | 0.0% | 0.0% |  | 35.2% | 25.0% | 0.0% | 0.1% | 3.8% | 0.1% |
| 23 | Equity instruments | 14.3% | 4.6% |  | 0.0% | 2.9% |  | 6.9% | 6.9% |  | 0.0% |  | 21.2% | 11.5% |  | 0.0% | 9.8% | 0.0% |
| 24 | Households | 70.4% | 6.9% | 6.9% | 2.1% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 70.4% | 6.9% | 6.9% | 2.1% | 0.0% | 30.4% |
| 25 | of which loans collateralised by residential  immovable property | 92.0% | 8.2% | 8.2% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 92.0% | 8.2% | 8.2% | 0.0% | 0.0% | 17.9% |
| 26 | of which building renovation loans | 100.0% | 0.2% | 0.2% | 0.2% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 100.0% | 0.2% | 0.2% | 0.2% | 0.0% | 0.1% |
| 27 | of which motor vehicle loans | 100.0% | 12.9% | 12.9% | 12.9% | 0.0% |  |  |  |  |  |  |  |  |  |  |  |  |

Annual report 2025163

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2025 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportion  of total  assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 28 | Local governments financing | 46.3% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 46.3% | 0.0% | 0.0% | 0.0% | 0.0% | 0.2% |
| 29 | Housing financing | 96.6% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 96.6% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 30 | Other local government financing | 44.5% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 44.5% | 0.0% | 0.0% | 0.0% | 0.0% | 0.2% |
| 31 | Collateral obtained by taking possession:  residential and commercial immovable  properties | 1.1% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 1.1% | 0.0% | 0.0% | 0.0% | 0.0% | 0.2% |
| 32 | Total GAR assets | 31.3% | 3.4% | 3.0% | 0.9% | 0.2% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 31.3% | 3.4% | 3.0% | 0.9% | 0.2% | 70.9% |

115  For presentation purposes, the breakdowns relating to the degree of portfolio alignment with the objectives of Biodiversity, Circular Economy, Pollution Prevention and Control, and Water and Marine Resources are not included in these templates, as

they are not material in the context of the Taxonomy disclosures, given that their impact on the GAR ratio is residual (eligibility below 0.03% and alignment below 0.007% in all cases).

Annual report 2025164

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

3. GAR KPI stock (Turnover) - 2025 115

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2025 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportion  of total  assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
|  | GAR - Covered assets in both numerator and  denominator |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 1 | Loans and advances, debt securities and equity  instruments not HfT eligible for GAR calculation | 66.1% | 6.7% | 6.3% | 1.9% | 0.2% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 66.2% | 6.7% | 6.3% | 1.9% | 0.2% | 33.4% |
| 2 | Financial undertakings | 17.3% | 3.6% | 0.0% | 0.1% | 1.4% |  | 1.3% | 0.1% | 0.0% | 0.1% |  | 18.6% | 3.7% | 0.0% | 0.1% | 1.5% | 1.4% |
| 3 | Credit institutions | 16.9% | 2.8% | 0.0% | 0.1% | 0.7% |  | 0.3% | 0.2% | 0.0% | 0.2% |  | 17.2% | 3.0% | 0.0% | 0.1% | 0.9% | 0.9% |
| 4 | Loans and advances | 16.9% | 2.7% | 0.0% | 0.1% | 0.8% |  | 0.3% | 0.2% | 0.0% | 0.2% |  | 17.2% | 2.9% | 0.0% | 0.1% | 0.9% | 0.9% |
| 5 | Debt securities, including UoP | 15.6% | 5.8% | 0.0% | 0.1% | 0.1% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 15.7% | 5.8% | 0.0% | 0.1% | 0.1% | 0.0% |
| 6 | Equity instruments | 29.9% | 1.5% |  | 0.1% | 0.6% |  | 0.2% | 0.1% |  | 0.1% |  | 30.1% | 1.7% |  | 0.1% | 0.7% | 0.0% |
| 7 | Other financial corporations | 18.2% | 5.2% | 0.0% | 0.1% | 2.8% |  | 3.3% | 0.1% | 0.0% | 0.1% |  | 21.5% | 5.3% | 0.0% | 0.1% | 2.8% | 0.4% |
| 8 | of which investment firms | 8.5% | 3.8% | 0.0% | 0.0% | 2.5% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 8.5% | 3.8% | 0.0% | 0.0% | 2.5% | 0.1% |
| 9 | Loans and advances | 7.8% | 3.9% | 0.0% | 0.0% | 2.6% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 7.9% | 3.9% | 0.0% | 0.0% | 2.6% | 0.1% |
| 10 | Debt securities, including UoP | 29.1% | 1.3% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 29.1% | 1.3% | 0.0% | 0.0% | 0.0% | 0.0% |
| 11 | Equity instruments | 26.0% | 0.6% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 26.0% | 0.6% |  | 0.0% | 0.0% | 0.0% |
| 12 | of which  management companies | 49.1% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 49.1% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 13 | Loans and advances | 50.1% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 50.1% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 14 | Debt securities, including UoP | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 15 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 16 | of which insurance undertakings | 7.4% | 0.4% | 0.0% | 0.0% | 0.1% |  | 11.2% | 0.2% | 0.0% | 0.2% |  | 18.6% | 0.6% | 0.0% | 0.0% | 0.2% | 0.1% |
| 17 | Loans and advances | 8.8% | 0.4% | 0.0% | 0.0% | 0.0% |  | 1.9% | 0.0% | 0.0% | 0.0% |  | 10.7% | 0.5% | 0.0% | 0.0% | 0.1% | 0.1% |
| 18 | Debt securities, including UoP | 1.3% | 0.7% | 0.0% | 0.0% | 0.4% |  | 73.1% | 1.0% | 0.0% | 1.0% |  | 74.3% | 1.8% | 0.0% | 0.0% | 1.4% | 0.0% |
| 19 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 20 | Non-financial undertakings | 24.6% | 7.5% | 0.0% | 0.3% | 4.0% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 24.8% | 7.5% | 0.0% | 0.3% | 4.0% | 1.4% |
| 21 | Loans and advances | 25.2% | 7.1% | 0.0% | 0.3% | 4.1% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 25.3% | 7.1% | 0.0% | 0.3% | 4.1% | 1.3% |
| 22 | Debt securities, including UoP | 17.7% | 12.8% | 0.0% | 0.0% | 2.1% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 17.9% | 12.8% | 0.0% | 0.0% | 2.1% | 0.1% |
| 23 | Equity instruments | 3.0% | 2.5% |  | 0.0% | 1.8% |  | 18.2% | 18.2% |  | 18.2% |  | 21.2% | 20.8% |  | 0.0% | 20.1% | 0.0% |
| 24 | Households | 70.4% | 6.9% | 6.9% | 2.1% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 70.4% | 6.9% | 6.9% | 2.1% | 0.0% | 30.4% |
| 25 | of which loans collateralised by residential  immovable property | 92.0% | 8.2% | 8.2% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 92.0% | 8.2% | 8.2% | 0.0% | 0.0% | 17.9% |
| 26 | of which building renovation loans | 100.0% | 0.2% | 0.2% | 0.2% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 100.0% | 0.2% | 0.2% | 0.2% | 0.0% | 0.1% |
| 27 | of which motor vehicle loans | 100.0% | 12.9% | 12.9% | 12.9% | 0.0% |  |  |  |  |  |  |  |  |  |  |  |  |

Annual report 2025165

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2025 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportion  of total  assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 28 | Local governments financing | 46.3% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 46.3% | 0.0% | 0.0% | 0.0% | 0.0% | 0.2% |
| 29 | Housing financing | 96.6% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 96.6% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 30 | Other local government financing | 44.5% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 44.5% | 0.0% | 0.0% | 0.0% | 0.0% | 0.2% |
| 31 | Collateral obtained by taking possession:  residential and commercial immovable  properties | 1.1% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 1.1% | 0.0% | 0.0% | 0.0% | 0.0% | 0.2% |
| 32 | Total GAR assets | 31.1% | 3.2% | 3.0% | 0.9% | 0.1% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 31.2% | 3.2% | 3.0% | 0.9% | 0.1% | 70.9% |

Annual report 2025166

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

3. GAR KPI stock (Capex) - 2024

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2024 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportion  of total  assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
|  | GAR - Covered assets in both numerator and  denominator |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 1 | Loans and advances, debt securities and equity  instruments not HfT eligible for GAR calculation | 67.3% | 6.4% | 5.6% | 1.4% | 0.3% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 67.3% | 6.4% | 5.6% | 1.4% | 0.3% | 35.5% |
| 2 | Financial undertakings | 22.3% | 6.3% | 0.0% | 0.1% | 1.7% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 22.4% | 6.3% | 0.0% | 0.1% | 1.7% | 1.4% |
| 3 | Credit institutions | 18.3% | 1.7% | 0.0% | 0.0% | 0.1% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 18.4% | 1.7% | 0.0% | 0.0% | 0.1% | 1.0% |
| 4 | Loans and advances | 18.4% | 1.7% | 0.0% | 0.0% | 0.1% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 18.4% | 1.7% | 0.0% | 0.0% | 0.1% | 0.9% |
| 5 | Debt securities, including UoP | 17.3% | 1.4% | 0.0% | 0.0% | 0.0% |  | 1.0% | 0.0% | 0.0% | 0.0% |  | 18.2% | 1.4% | 0.0% | 0.0% | 0.0% | 0.1% |
| 6 | Equity instruments | 30.9% | 3.4% |  | 0.0% | 0.0% |  | 0.1% | 0.0% |  | 0.0% |  | 31.0% | 3.5% |  | 0.0% | 0.0% | 0.0% |
| 7 | Other financial corporations | 32.3% | 17.6% | 0.0% | 0.4% | 5.7% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 32.4% | 17.6% | 0.0% | 0.4% | 5.7% | 0.4% |
| 8 | of which investment firms | 42.4% | 38.2% | 0.0% | 0.0% | 10.1% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 42.4% | 38.2% | 0.0% | 0.0% | 10.1% | 0.1% |
| 9 | Loans and advances | 29.7% | 24.7% | 0.0% | 0.0% | 7.6% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 29.7% | 24.7% | 0.0% | 0.0% | 7.6% | 0.1% |
| 10 | Debt securities, including UoP | 85.5% | 84.0% | 0.0% | 0.0% | 18.7% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 85.5% | 84.0% | 0.0% | 0.0% | 18.7% | 0.0% |
| 11 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 12 | of which  management companies | 39.3% | 3.0% | 0.0% | 0.0% | 1.9% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 39.3% | 3.0% | 0.0% | 0.0% | 1.9% | 0.0% |
| 13 | Loans and advances | 34.6% | 1.7% | 0.0% | 0.0% | 1.6% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 34.6% | 1.7% | 0.0% | 0.0% | 1.6% | 0.0% |
| 14 | Debt securities, including UoP | 50.7% | 5.7% | 0.0% | 0.0% | 2.6% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 50.7% | 5.7% | 0.0% | 0.0% | 2.6% | 0.0% |
| 15 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 16 | of which insurance undertakings | 12.0% | 0.5% | 0.0% | 0.0% | 0.0% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 12.1% | 0.5% | 0.0% | 0.0% | 0.0% | 0.1% |
| 17 | Loans and advances | 12.7% | 0.5% | 0.0% | 0.0% | 0.0% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 12.8% | 0.5% | 0.0% | 0.0% | 0.0% | 0.1% |
| 18 | Debt securities, including UoP | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 19 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 20 | Non-financial undertakings | 40.9% | 15.0% | 0.0% | 2.3% | 6.3% |  | 0.3% | 0.1% | 0.0% | 0.0% |  | 41.1% | 15.1% | 0.0% | 2.3% | 6.3% | 1.5% |
| 21 | Loans and advances | 41.5% | 14.5% | 0.0% | 2.5% | 5.7% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 41.7% | 14.6% | 0.0% | 2.5% | 5.7% | 1.4% |
| 22 | Debt securities, including UoP | 32.8% | 22.2% | 0.0% | 0.1% | 13.9% |  | 0.4% | 0.4% | 0.0% | 0.0% |  | 33.2% | 22.7% | 0.0% | 0.1% | 13.9% | 0.1% |
| 23 | Equity instruments | 9.6% | 9.5% |  | 0.0% | 4.6% |  | 0.0% | 0.0% |  | 0.0% |  | 9.6% | 9.5% |  | 0.0% | 4.6% | 0.0% |
| 24 | Households | 70.4% | 6.1% | 6.1% | 1.4% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 70.4% | 6.1% | 6.1% | 1.4% | 0.0% | 32.6% |
| 25 | of which loans collateralised by residential  immovable property | 91.3% | 7.8% | 7.8% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 91.3% | 7.8% | 7.8% | 0.0% | 0.0% | 19.4% |
| 26 | of which building renovation loans | 100.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 100.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.1% |
| 27 | of which motor vehicle loans | 100.0% | 9.2% | 9.2% | 9.2% | 0.0% |  |  |  |  |  |  |  |  |  |  |  |  |

Annual report 2025167

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2024 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportion  of total  assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 28 | Local governments financing | 83.4% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 83.4% | 0.0% | 0.0% | 0.0% | 0.0% | 0.1% |
| 29 | Housing financing | 99.1% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 99.1% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 30 | Other local government financing | 81.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 81.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.1% |
| 31 | Collateral obtained by taking possession:  residential and commercial immovable  properties | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.3% |
| 32 | Total GAR assets | 34.2% | 3.3% | 2.8% | 0.7% | 0.2% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 34.2% | 3.3% | 2.8% | 0.7% | 0.2% | 69.8% |

Annual report 2025168

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

3. GAR KPI stock (Turnover) - 2024

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2024 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportio  n of total  assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
|  | GAR - Covered assets in both numerator and  denominator |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 1 | Loans and advances, debt securities and equity  instruments not HfT eligible for GAR calculation | 66.8% | 6.0% | 5.6% | 1.3% | 0.2% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 66.9% | 6.0% | 5.6% | 1.3% | 0.2% | 35.5% |
| 2 | Financial undertakings | 19.3% | 3.0% | 0.0% | 0.0% | 1.1% |  | 1.1% | 0.1% | 0.0% | 0.0% |  | 20.4% | 3.1% | 0.0% | 0.0% | 1.1% | 1.4% |
| 3 | Credit institutions | 17.9% | 1.5% | 0.0% | 0.0% | 0.0% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 18.1% | 1.5% | 0.0% | 0.0% | 0.0% | 1.0% |
| 4 | Loans and advances | 18.0% | 1.5% | 0.0% | 0.0% | 0.0% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 18.0% | 1.6% | 0.0% | 0.0% | 0.0% | 0.9% |
| 5 | Debt securities, including UoP | 17.4% | 1.4% | 0.0% | 0.0% | 0.0% |  | 1.0% | 0.0% | 0.0% | 0.0% |  | 18.4% | 1.4% | 0.0% | 0.0% | 0.0% | 0.1% |
| 6 | Equity instruments | 31.0% | 3.2% |  | 0.0% | 0.0% |  | 0.1% | 0.0% |  | 0.0% |  | 31.1% | 3.3% |  | 0.0% | 0.0% | 0.0% |
| 7 | Other financial corporations | 22.6% | 6.8% | 0.0% | 0.0% | 3.7% |  | 3.6% | 0.3% | 0.0% | 0.0% |  | 26.2% | 7.0% | 0.0% | 0.0% | 3.8% | 0.4% |
| 8 | of which investment firms | 17.1% | 11.4% | 0.0% | 0.0% | 6.1% |  | 1.9% | 0.2% | 0.0% | 0.1% |  | 18.9% | 11.6% | 0.0% | 0.0% | 6.2% | 0.1% |
| 9 | Loans and advances | 9.8% | 3.8% | 0.0% | 0.0% | 2.7% |  | 2.4% | 0.3% | 0.0% | 0.1% |  | 12.2% | 4.1% | 0.0% | 0.0% | 2.7% | 0.1% |
| 10 | Debt securities, including UoP | 41.7% | 37.4% | 0.0% | 0.0% | 18.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 41.7% | 37.4% | 0.0% | 0.0% | 18.0% | 0.0% |
| 11 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 12 | of which  management companies | 47.1% | 2.4% | 0.0% | 0.0% | 1.5% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 47.3% | 2.4% | 0.0% | 0.0% | 1.5% | 0.0% |
| 13 | Loans and advances | 68.4% | 3.4% | 0.0% | 0.0% | 2.1% |  | 0.3% | 0.0% | 0.0% | 0.0% |  | 68.7% | 3.4% | 0.0% | 0.0% | 2.1% | 0.0% |
| 14 | Debt securities, including UoP | 1.5% | 0.2% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 1.5% | 0.2% | 0.0% | 0.0% | 0.0% | 0.0% |
| 15 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 16 | of which insurance undertakings | 11.9% | 0.3% | 0.0% | 0.0% | 0.0% |  | 10.7% | 0.7% | 0.0% | 0.0% |  | 22.6% | 1.1% | 0.0% | 0.0% | 0.0% | 0.1% |
| 17 | Loans and advances | 12.6% | 0.4% | 0.0% | 0.0% | 0.0% |  | 11.3% | 0.8% | 0.0% | 0.0% |  | 23.9% | 1.1% | 0.0% | 0.0% | 0.0% | 0.1% |
| 18 | Debt securities, including UoP | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 19 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 20 | Non-financial undertakings | 32.9% | 6.6% | 0.0% | 0.4% | 4.0% |  | 0.3% | 0.1% | 0.0% | 0.1% |  | 33.2% | 6.7% | 0.0% | 0.4% | 4.1% | 1.5% |
| 21 | Loans and advances | 34.2% | 6.3% | 0.0% | 0.4% | 3.6% |  | 0.3% | 0.1% | 0.0% | 0.1% |  | 34.5% | 6.3% | 0.0% | 0.4% | 3.6% | 1.4% |
| 22 | Debt securities, including UoP | 15.2% | 11.7% | 0.0% | 0.0% | 10.4% |  | 0.3% | 0.2% | 0.0% | 0.0% |  | 15.6% | 11.9% | 0.0% | 0.0% | 10.4% | 0.1% |
| 23 | Equity instruments | 6.0% | 4.3% |  | 0.0% | 3.0% |  | 0.0% | 0.0% |  | 0.0% |  | 6.0% | 4.3% |  | 0.0% | 3.0% | 0.0% |
| 24 | Households | 70.4% | 6.1% | 6.1% | 1.4% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 70.4% | 6.1% | 6.1% | 1.4% | 0.0% | 32.6% |
| 25 | of which loans collateralised by residential  immovable property | 91.3% | 7.8% | 7.8% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 91.3% | 7.8% | 7.8% | 0.0% | 0.0% | 19.4% |
| 26 | of which building renovation loans | 100.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 100.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.1% |
| 27 | of which motor vehicle loans | 100.0% | 9.2% | 9.2% | 9.2% | 0.0% |  |  |  |  |  |  |  |  |  |  |  |  |

Annual report 2025169

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2024 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportio  n of total  assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 28 | Local governments financing | 83.4% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 83.4% | 0.0% | 0.0% | 0.0% | 0.0% | 0.1% |
| 29 | Housing financing | 99.1% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 99.1% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 30 | Other local government financing | 81.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 81.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.1% |
| 31 | Collateral obtained by taking possession:  residential and commercial immovable  properties | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.3% |
| 32 | Total GAR assets | 34.0% | 3.0% | 2.8% | 0.7% | 0.1% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 34.0% | 3.0% | 2.8% | 0.7% | 0.1% | 69.8% |

116  For presentation purposes, the breakdowns relating to the degree of portfolio alignment with the objectives of Biodiversity, Circular Economy, Pollution Prevention and Control, and Water and Marine Resources are not included in these templates, as

they are not material in the context of the Taxonomy disclosures, given that their impact on the GAR ratio is residual (eligibility below 0.03% and alignment below 0.007% in all cases).

Annual report 2025170

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

4. GAR KPI flow (Capex) - 2025 116

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2025 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportion  of total  new assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
|  | GAR - Covered assets in both numerator and  denominator |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 1 | Loans and advances, debt securities and equity  instruments not HfT eligible for GAR calculation | 63.9% | 9.9% | 7.0% | 4.0% | 1.2% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 64.0% | 9.9% | 7.0% | 4.0% | 1.2% | 26.0% |
| 2 | Financial undertakings | 16.0% | 5.9% | 0.0% | 0.2% | 2.2% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 16.0% | 5.9% | 0.0% | 0.2% | 2.2% | 3.0% |
| 3 | Credit institutions | 10.6% | 1.3% | 0.0% | 0.1% | 0.1% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 10.6% | 1.3% | 0.0% | 0.1% | 0.1% | 2.0% |
| 4 | Loans and advances | 10.6% | 1.2% | 0.0% | 0.1% | 0.1% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 10.7% | 1.2% | 0.0% | 0.1% | 0.1% | 2.0% |
| 5 | Debt securities, including UoP | 10.1% | 3.9% | 0.0% | 0.1% | 0.1% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 10.1% | 3.9% | 0.0% | 0.1% | 0.1% | 0.0% |
| 6 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 7 | Other financial corporations | 33.9% | 21.3% | 0.0% | 0.4% | 9.1% |  | 0.1% | 0.1% | 0.0% | 0.0% |  | 34.0% | 21.3% | 0.0% | 0.4% | 9.1% | 1.0% |
| 8 | of which investment firms | 15.6% | 7.6% | 0.0% | 0.0% | 2.3% |  | 0.3% | 0.1% | 0.0% | 0.0% |  | 15.9% | 7.7% | 0.0% | 0.0% | 2.3% | 0.0% |
| 9 | Loans and advances | 15.1% | 7.7% | 0.0% | 0.0% | 2.4% |  | 0.3% | 0.1% | 0.0% | 0.0% |  | 15.4% | 7.8% | 0.0% | 0.0% | 2.4% | 0.0% |
| 10 | Debt securities, including UoP | 37.9% | 4.2% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 37.9% | 4.2% | 0.0% | 0.0% | 0.0% | 0.0% |
| 11 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 12 | of which  management companies | 14.4% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 14.4% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 13 | Loans and advances | 14.4% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 14.4% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 14 | Debt securities, including UoP | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 15 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 16 | of which insurance undertakings | 1.9% | 1.5% | 0.0% | 0.0% | 0.4% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 1.9% | 1.5% | 0.0% | 0.0% | 0.4% | 0.0% |
| 17 | Loans and advances | 5.2% | 0.3% | 0.0% | 0.0% | 0.1% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 5.2% | 0.3% | 0.0% | 0.0% | 0.1% | 0.0% |
| 18 | Debt securities, including UoP | 1.9% | 1.5% | 0.0% | 0.0% | 0.4% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 1.9% | 1.5% | 0.0% | 0.0% | 0.4% | 0.0% |
| 19 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 20 | Non-financial undertakings | 32.8% | 19.6% | 0.0% | 0.4% | 8.1% |  | 0.2% | 0.1% | 0.0% | 0.1% |  | 33.0% | 19.8% | 0.0% | 0.4% | 8.2% | 3.0% |
| 21 | Loans and advances | 32.7% | 18.9% | 0.0% | 0.5% | 8.6% |  | 0.2% | 0.1% | 0.0% | 0.0% |  | 32.9% | 19.0% | 0.0% | 0.5% | 8.7% | 3.0% |
| 22 | Debt securities, including UoP | 34.0% | 28.0% | 0.0% | 0.0% | 1.5% |  | 0.9% | 0.8% | 0.0% | 0.8% |  | 34.9% | 28.9% | 0.0% | 0.0% | 2.3% | 0.0% |
| 23 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 24 | Households | 75.4% | 9.1% | 9.1% | 5.1% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 75.4% | 9.1% | 9.1% | 5.1% | 0.0% | 20.0% |
| 25 | of which loans collateralised by residential  immovable property | 96.6% | 9.2% | 9.2% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 96.6% | 9.2% | 9.2% | 0.0% | 0.0% | 9.0% |
| 26 | of which building renovation loans | 100.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 100.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 27 | of which motor vehicle loans | 100.0% | 15.3% | 15.3% | 15.3% | 0.0% |  |  |  |  |  |  | 100.0% | 15.3% | 15.3% | 15.3% | 0.0% | 7.0% |

Annual report 2025171

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2025 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportion  of total  new assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 28 | Local governments financing | 40.6% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 40.6% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 29 | Housing financing | 67.4% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 67.4% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 30 | Other local government financing | 40.5% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 40.5% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 31 | Collateral obtained by taking possession:  residential and commercial immovable  properties | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 32 | Total GAR assets | 24.8% | 3.8% | 2.7% | 1.6% | 0.5% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 24.8% | 3.8% | 2.7% | 1.6% | 0.5% | 67.8% |

117  For presentation purposes, the breakdowns relating to the degree of portfolio alignment with the objectives of Biodiversity, Circular Economy, Pollution Prevention and Control, and Water and Marine Resources are not included in these templates, as

they are not material in the context of the Taxonomy disclosures, given that their impact on the GAR ratio is residual (eligibility below 0.03% and alignment below 0.007% in all cases).

Annual report 2025172

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

4. GAR KPI flow (Turnover) - 2025 117

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2025 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportion  of total  new assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
|  | GAR - Covered assets in both numerator and  denominator |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 1 | Loans and advances, debt securities and equity  instruments not HfT eligible for GAR calculation | 62.9% | 8.5% | 7.0% | 4.0% | 0.8% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 63.1% | 8.5% | 7.0% | 4.0% | 0.8% | 26.0% |
| 2 | Financial undertakings | 18.4% | 4.2% | 0.0% | 0.1% | 1.9% |  | 2.0% | 0.2% | 0.0% | 0.2% |  | 20.4% | 4.4% | 0.0% | 0.1% | 2.1% | 3.0% |
| 3 | Credit institutions | 16.5% | 2.6% | 0.0% | 0.1% | 1.1% |  | 0.4% | 0.3% | 0.0% | 0.3% |  | 17.0% | 2.9% | 0.0% | 0.1% | 1.3% | 2.0% |
| 4 | Loans and advances | 16.7% | 2.6% | 0.0% | 0.1% | 1.1% |  | 0.4% | 0.3% | 0.0% | 0.3% |  | 17.1% | 2.9% | 0.0% | 0.1% | 1.3% | 2.0% |
| 5 | Debt securities, including UoP | 9.9% | 3.7% | 0.0% | 0.1% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 9.9% | 3.7% | 0.0% | 0.1% | 0.0% | 0.0% |
| 6 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 7 | Other financial corporations | 24.6% | 9.4% | 0.0% | 0.1% | 4.5% |  | 7.3% | 0.1% | 0.0% | 0.1% |  | 31.9% | 9.5% | 0.0% | 0.1% | 4.6% | 1.0% |
| 8 | of which investment firms | 4.5% | 1.6% | 0.0% | 0.1% | 0.9% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 4.5% | 1.6% | 0.0% | 0.1% | 0.9% | 0.0% |
| 9 | Loans and advances | 3.7% | 1.5% | 0.0% | 0.1% | 0.9% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 3.7% | 1.5% | 0.0% | 0.1% | 0.9% | 0.0% |
| 10 | Debt securities, including UoP | 37.7% | 4.1% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 37.7% | 4.1% | 0.0% | 0.0% | 0.0% | 0.0% |
| 11 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 12 | of which  management companies | 0.3% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.3% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 13 | Loans and advances | 0.3% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.3% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 14 | Debt securities, including UoP | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 15 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 16 | of which insurance undertakings | 1.3% | 0.7% | 0.0% | 0.0% | 0.4% |  | 73.0% | 1.0% | 0.0% | 1.0% |  | 74.2% | 1.8% | 0.0% | 0.0% | 1.4% | 0.0% |
| 17 | Loans and advances | 5.1% | 0.2% | 0.0% | 0.0% | 0.0% |  | 14.6% | 0.3% | 0.0% | 0.2% |  | 19.7% | 0.5% | 0.0% | 0.0% | 0.3% | 0.0% |
| 18 | Debt securities, including UoP | 1.3% | 0.7% | 0.0% | 0.0% | 0.4% |  | 73.1% | 1.0% | 0.0% | 1.0% |  | 74.3% | 1.8% | 0.0% | 0.0% | 1.4% | 0.0% |
| 19 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 20 | Non-financial undertakings | 22.0% | 8.8% | 0.0% | 0.3% | 4.9% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 22.1% | 8.8% | 0.0% | 0.3% | 4.9% | 3.0% |
| 21 | Loans and advances | 22.5% | 8.3% | 0.0% | 0.4% | 5.2% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 22.6% | 8.3% | 0.0% | 0.4% | 5.3% | 3.0% |
| 22 | Debt securities, including UoP | 15.6% | 14.5% | 0.0% | 0.0% | 0.3% |  | 0.4% | 0.0% | 0.0% | 0.0% |  | 16.0% | 14.5% | 0.0% | 0.0% | 0.3% | 0.0% |
| 23 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 24 | Households | 75.4% | 9.1% | 9.1% | 5.1% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 75.4% | 9.1% | 9.1% | 5.1% | 0.0% | 20.0% |
| 25 | of which loans collateralised by residential  immovable property | 96.6% | 9.2% | 9.2% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 96.6% | 9.2% | 9.2% | 0.0% | 0.0% | 9.0% |
| 26 | of which building renovation loans | 100.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 100.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 27 | of which motor vehicle loans | 100.0% | 15.3% | 15.3% | 15.3% | 0.0% |  |  |  |  |  |  | 100.0% | 15.3% | 15.3% | 15.3% | 0.0% | 7.0% |

Annual report 2025173

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2025 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportion  of total  new assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 28 | Local governments financing | 40.6% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 40.6% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 29 | Housing financing | 67.4% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 67.4% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 30 | Other local government financing | 40.5% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 40.5% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 31 | Collateral obtained by taking possession:  residential and commercial immovable  properties | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 32 | Total GAR assets | 24.4% | 3.3% | 2.7% | 1.5% | 0.3% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 24.5% | 3.3% | 2.7% | 1.5% | 0.3% | 67.8% |

Annual report 2025174

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

4. GAR KPI flow (Capex) - 2024

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2024 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportion  of total  new assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
|  | GAR - Covered assets in both numerator and  denominator |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 1 | Loans and advances, debt securities and equity  instruments not HfT eligible for GAR calculation | 58.1% | 8.8% | 5.5% | 4.2% | 1.3% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 58.2% | 8.8% | 5.5% | 4.2% | 1.3% | 25.0% |
| 2 | Financial undertakings | 25.5% | 10.2% | 0.0% | 0.2% | 2.6% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 25.7% | 10.2% | 0.0% | 0.2% | 2.6% | 2.0% |
| 3 | Credit institutions | 17.8% | 1.8% | 0.0% | 0.0% | 0.1% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 18.0% | 1.8% | 0.0% | 0.0% | 0.1% | 2.0% |
| 4 | Loans and advances | 17.5% | 1.8% | 0.0% | 0.0% | 0.1% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 17.5% | 1.8% | 0.0% | 0.0% | 0.1% | 2.0% |
| 5 | Debt securities, including UoP | 27.2% | 2.5% | 0.0% | 0.0% | 0.0% |  | 5.3% | 0.0% | 0.0% | 0.0% |  | 32.5% | 2.5% | 0.0% | 0.0% | 0.0% | 0.0% |
| 6 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 7 | Other financial corporations | 57.3% | 44.6% | 0.0% | 1.2% | 13.2% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 57.3% | 44.6% | 0.0% | 1.2% | 13.2% | 0.0% |
| 8 | of which investment firms | 92.7% | 91.2% | 0.0% | 0.0% | 21.2% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 92.7% | 91.2% | 0.0% | 0.0% | 21.2% | 0.0% |
| 9 | Loans and advances | 71.1% | 66.5% | 0.0% | 0.0% | 20.3% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 71.1% | 66.5% | 0.0% | 0.0% | 20.3% | 0.0% |
| 10 | Debt securities, including UoP | 97.3% | 96.4% | 0.0% | 0.0% | 21.4% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 97.3% | 96.4% | 0.0% | 0.0% | 21.4% | 0.0% |
| 11 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 12 | of which  management companies | 54.5% | 7.7% | 0.0% | 0.0% | 4.9% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 54.5% | 7.7% | 0.0% | 0.0% | 4.9% | 0.0% |
| 13 | Loans and advances | 70.3% | 15.7% | 0.0% | 0.0% | 14.1% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 70.4% | 15.7% | 0.0% | 0.0% | 14.1% | 0.0% |
| 14 | Debt securities, including UoP | 50.7% | 5.7% | 0.0% | 0.0% | 2.6% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 50.7% | 5.7% | 0.0% | 0.0% | 2.6% | 0.0% |
| 15 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 16 | of which insurance undertakings | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 17 | Loans and advances | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 18 | Debt securities, including UoP | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 19 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 20 | Non-financial undertakings | 37.9% | 20.5% | 0.0% | 3.9% | 9.0% |  | 0.2% | 0.1% | 0.0% | 0.0% |  | 38.1% | 20.6% | 0.0% | 3.9% | 9.1% | 3.0% |
| 21 | Loans and advances | 38.2% | 19.8% | 0.0% | 4.3% | 8.2% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 38.4% | 19.9% | 0.0% | 4.3% | 8.2% | 3.0% |
| 22 | Debt securities, including UoP | 35.3% | 26.9% | 0.0% | 0.0% | 17.2% |  | 0.6% | 0.6% | 0.0% | 0.1% |  | 36.0% | 27.5% | 0.0% | 0.0% | 17.3% | 0.0% |
| 23 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 24 | Households | 64.4% | 6.9% | 6.9% | 4.7% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 64.4% | 6.9% | 6.9% | 4.7% | 0.0% | 20.0% |
| 25 | of which loans collateralised by residential  immovable property | 93.1% | 6.1% | 6.1% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 93.1% | 6.1% | 6.1% | 0.0% | 0.0% | 7.0% |
| 26 | of which building renovation loans | 100.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 100.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 27 | of which motor vehicle loans | 100.0% | 15.4% | 15.4% | 15.4% | 0.0% |  |  |  |  |  |  | 100.0% | 15.4% | 15.4% | 15.4% | 0.0% | 6.0% |

Annual report 2025175

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2024 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportion  of total  new assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 28 | Local governments financing | 97.7% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 97.7% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 29 | Housing financing | 94.4% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 94.4% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 30 | Other local government financing | 98.1% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 98.1% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 31 | Collateral obtained by taking possession:  residential and commercial immovable  properties | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 32 | Total GAR assets | 22.2% | 3.3% | 2.1% | 1.6% | 0.5% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 22.2% | 3.3% | 2.1% | 1.6% | 0.5% | 65.9% |

Annual report 2025176

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

4. GAR KPI flow (Turnover) - 2024

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2024 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportion  of total  new assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
|  | GAR - Covered assets in both numerator and  denominator |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 1 | Loans and advances, debt securities and equity  instruments not HfT eligible for GAR calculation | 56.6% | 6.9% | 5.5% | 3.8% | 0.8% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 56.7% | 6.9% | 5.5% | 3.8% | 0.8% | 25.0% |
| 2 | Financial undertakings | 21.2% | 5.3% | 0.0% | 0.0% | 2.1% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 21.4% | 5.3% | 0.0% | 0.0% | 2.1% | 2.0% |
| 3 | Credit institutions | 18.4% | 2.0% | 0.0% | 0.0% | 0.0% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 18.6% | 2.0% | 0.0% | 0.0% | 0.0% | 2.0% |
| 4 | Loans and advances | 18.1% | 1.9% | 0.0% | 0.0% | 0.0% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 18.1% | 2.0% | 0.0% | 0.0% | 0.0% | 2.0% |
| 5 | Debt securities, including UoP | 27.2% | 2.5% | 0.0% | 0.0% | 0.0% |  | 5.3% | 0.0% | 0.0% | 0.0% |  | 32.5% | 2.5% | 0.0% | 0.0% | 0.0% | 0.0% |
| 6 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 7 | Other financial corporations | 33.0% | 18.9% | 0.0% | 0.1% | 10.6% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 33.1% | 18.9% | 0.0% | 0.1% | 10.6% | 0.0% |
| 8 | of which investment firms | 42.5% | 37.2% | 0.0% | 0.0% | 18.3% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 42.5% | 37.2% | 0.0% | 0.0% | 18.3% | 0.0% |
| 9 | Loans and advances | 20.8% | 10.0% | 0.0% | 0.0% | 7.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 20.8% | 10.0% | 0.0% | 0.0% | 7.0% | 0.0% |
| 10 | Debt securities, including UoP | 47.1% | 43.0% | 0.0% | 0.0% | 20.7% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 47.1% | 43.0% | 0.0% | 0.0% | 20.7% | 0.0% |
| 11 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 12 | of which  management companies | 18.0% | 6.1% | 0.0% | 0.0% | 3.8% |  | 0.5% | 0.0% | 0.0% | 0.0% |  | 18.5% | 6.1% | 0.0% | 0.0% | 3.8% | 0.0% |
| 13 | Loans and advances | 85.3% | 30.1% | 0.0% | 0.2% | 19.2% |  | 2.4% | 0.0% | 0.0% | 0.0% |  | 87.6% | 30.1% | 0.0% | 0.2% | 19.2% | 0.0% |
| 14 | Debt securities, including UoP | 1.5% | 0.2% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 1.5% | 0.2% | 0.0% | 0.0% | 0.0% | 0.0% |
| 15 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 16 | of which insurance undertakings | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 0.1% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 17 | Loans and advances | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 0.1% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 18 | Debt securities, including UoP | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 19 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 20 | Non-financial undertakings | 28.2% | 8.1% | 0.0% | 0.6% | 5.1% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 28.5% | 8.1% | 0.0% | 0.6% | 5.1% | 3.0% |
| 21 | Loans and advances | 29.7% | 7.6% | 0.0% | 0.7% | 4.3% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 30.0% | 7.6% | 0.0% | 0.7% | 4.3% | 3.0% |
| 22 | Debt securities, including UoP | 14.0% | 13.0% | 0.0% | 0.0% | 12.3% |  | 0.5% | 0.3% | 0.0% | 0.0% |  | 14.5% | 13.2% | 0.0% | 0.0% | 12.3% | 0.0% |
| 23 | Equity instruments | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% |  | 0.0% |  | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% |
| 24 | Households | 64.4% | 6.9% | 6.9% | 4.7% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 64.4% | 6.9% | 6.9% | 4.7% | 0.0% | 20.0% |
| 25 | of which loans collateralised by residential  immovable property | 93.1% | 6.1% | 6.1% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 93.1% | 6.1% | 6.1% | 0.0% | 0.0% | 7.0% |
| 26 | of which building renovation loans | 100.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 100.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 27 | of which motor vehicle loans | 100.0% | 15.4% | 15.4% | 15.4% | 0.0% |  |  |  |  |  |  | 100.0% | 15.4% | 15.4% | 15.4% | 0.0% | 6.0% |

Annual report 2025177

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total covered assets in the denominator) | | 2024 | | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |  |
| Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | |  | Of which towards taxonomy relevant sectors  (Taxonomy-eligible) | | | | | Proportion  of total  new assets  covered |
|  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | |  |  | Of which environmentally sustainable  (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 28 | Local governments financing | 97.7% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 97.7% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 29 | Housing financing | 94.4% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 94.4% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 30 | Other local government financing | 98.1% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 98.1% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 31 | Collateral obtained by taking possession:  residential and commercial immovable  properties | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% |
| 32 | Total GAR assets | 21.6% | 2.6% | 2.1% | 1.5% | 0.3% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 21.6% | 2.6% | 2.1% | 1.5% | 0.3% | 65.9% |

118  For presentation purposes, the breakdowns relating to the degree of portfolio alignment with the objectives of Biodiversity, Circular Economy, Pollution Prevention and Control, and Water and Marine Resources are not included in these templates, as

they are not material in the context of the Taxonomy disclosures, given that their impact on the GAR ratio is residual (eligibility below 0.03% and alignment below 0.007% in all cases).

Annual report 2025178

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

5. KPI off-balance sheet exposures (Capex stock) - 2025 118

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total eligible off-balance sheet  assets) | | 2025 | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | |  | Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |
|  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |  |  | Proportion of total covered assets funding  taxonomy relevant sectors  (Taxonomy-aligned) | | |  |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 1 | Financial guarantees (FinGuar KPI) | 7.5% | 3.4% | 0.0% | 0.3% | 2.3% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 7.6% | 3.4% | 0.0% | 0.3% | 2.3% |
| 2 | Assets under management (AuM KPI) | 9.8% | 2.7% | 0.0% | 0.1% | 1.1% |  | 0.1% | 0.1% | 0.0% | 0.0% |  | 9.9% | 2.7% | 0.0% | 0.1% | 1.2% |

5. KPI off-balance sheet exposures (Turnover stock) - 2025119

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total eligible off-balance sheet  assets) | | 2025 | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | |  | Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |
|  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |  |  | Proportion of total covered assets funding  taxonomy relevant sectors  (Taxonomy-aligned) | | |  |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 1 | Financial guarantees (FinGuar KPI) | 5.5% | 1.6% | 0.0% | 0.1% | 1.2% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 5.6% | 1.7% | 0.0% | 0.1% | 1.2% |
| 2 | Assets under management (AuM KPI) | 11.4% | 1.9% | 0.0% | 0.1% | 0.8% |  | 0.6% | 0.0% | 0.0% | 0.0% |  | 11.9% | 1.9% | 0.0% | 0.1% | 0.9% |

119  For presentation purposes, the breakdowns relating to the degree of portfolio alignment with the objectives of Biodiversity, Circular Economy, Pollution Prevention and Control, and Water and Marine Resources are not included in these templates, as

they are not material in the context of the Taxonomy disclosures, given that their impact on the GAR ratio is residual (eligibility below 0.03% and alignment below 0.007% in all cases).

Annual report 2025179

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

5. KPI off-balance sheet exposures (Capex flow) - 2025 119

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total eligible off-balance sheet  assets) | | 2025 | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | |  | Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |
|  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |  |  | Proportion of total covered assets funding  taxonomy relevant sectors  (Taxonomy-aligned) | | |  |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 1 | Financial guarantees (FinGuar KPI) | 11.3% | 4.7% | 0.0% | 0.0% | 3.9% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 11.5% | 4.7% | 0.0% | 0.0% | 3.9% |
| 2 | Assets under management (AuM KPI) | 16.7% | 4.2% | 0.0% | 0.2% | 1.9% |  | 0.1% | 0.1% | 0.0% | 0.0% |  | 16.9% | 4.3% | 0.0% | 0.2% | 1.9% |

5. KPI off-balance sheet exposures (Turnover flow) - 2025120

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total eligible off-balance sheet  assets) | | 2025 | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | |  | Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |
|  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |  |  | Proportion of total covered assets funding  taxonomy relevant sectors  (Taxonomy-aligned) | | |  |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 1 | Financial guarantees (FinGuar KPI) | 8.4% | 1.7% | 0.0% | 0.0% | 1.5% |  | 0.0% | 0.0% | 0.0% | 0.0% |  | 8.4% | 1.7% | 0.0% | 0.0% | 1.5% |
| 2 | Assets under management (AuM KPI) | 17.6% | 2.9% | 0.0% | 0.1% | 1.3% |  | 0.7% | 0.0% | 0.0% | 0.0% |  | 18.4% | 2.9% | 0.0% | 0.1% | 1.3% |

Annual report 2025180

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

5. KPI off-balance sheet exposures (Capex stock) - 2024

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total eligible off-balance sheet  assets) | | 2024 | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | |  | Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |
|  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |  |  | Proportion of total covered assets funding  taxonomy relevant sectors  (Taxonomy-aligned) | | |  |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 1 | Financial guarantees (FinGuar KPI) | 7.6% | 3.4% | 0.0% | 0.3% | 2.3% |  | 0.2% | 0.1% | 0.0% | 0.0% |  | 7.8% | 3.5% | 0.0% | 0.3% | 2.3% |
| 2 | Assets under management (AuM KPI) | 8.4% | 2.1% | 0.0% | 0.1% | 0.9% |  | 0.2% | 0.0% | 0.0% | 0.0% |  | 8.7% | 2.1% | 0.0% | 0.1% | 0.9% |

5. KPI off-balance sheet exposures (Turnover stock) - 2024

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total eligible off-balance sheet  assets) | | 2024 | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | |  | Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |
|  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |  |  | Proportion of total covered assets funding  taxonomy relevant sectors  (Taxonomy-aligned) | | |  |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 1 | Financial guarantees (FinGuar KPI) | 4.8% | 1.3% | 0.0% | 0.0% | 1.0% |  | 0.4% | 0.2% | 0.0% | 0.2% |  | 5.2% | 1.5% | 0.0% | 0.0% | 1.2% |
| 2 | Assets under management (AuM KPI) | 8.2% | 1.3% | 0.0% | 0.0% | 0.5% |  | 0.5% | 0.0% | 0.0% | 0.0% |  | 8.7% | 1.3% | 0.0% | 0.0% | 0.5% |

Annual report 2025181

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

5. KPI off-balance sheet exposures (Capex flow) - 2024

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total eligible off-balance sheet  assets) | | 2024 | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | |  | Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |
|  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |  |  | Proportion of total covered assets funding  taxonomy relevant sectors  (Taxonomy-aligned) | | |  |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 1 | Financial guarantees (FinGuar KPI) | 13.4% | 5.5% | 0.0% | 1.0% | 4.0% |  | 0.7% | 0.3% | 0.0% | 0.0% |  | 14.1% | 5.8% | 0.0% | 1.0% | 4.0% |
| 2 | Assets under management (AuM KPI) | 9.7% | 2.1% | 0.0% | 0.1% | 0.9% |  | 0.4% | 0.0% | 0.0% | 0.0% |  | 10.0% | 2.1% | 0.0% | 0.1% | 0.9% |

5. KPI off-balance sheet exposures (Turnover flow) - 2024

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| % (compared to total eligible off-balance sheet  assets) | | 2024 | | | | | | | | | | | | | | | |
| Climate Change Mitigation (CCM) | | | | |  | Climate Change Adaptation (CCA) | | | |  | TOTAL (CCM + CCA) | | | | |
| Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-eligible) | | | |  | Proportion of total covered assets funding taxonomy relevant sectors  (Taxonomy-eligible) | | | | |
|  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |  |  | Proportion of total covered assets funding  taxonomy relevant sectors  (Taxonomy-aligned) | | |  |  | Proportion of total covered assets funding taxonomy  relevant sectors (Taxonomy-aligned) | | | |
|  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  enabling |  |  |  | Of which  Use of  Proceeds | Of which  transitional | Of which  enabling |
| 1 | Financial guarantees (FinGuar KPI) | 7.0% | 2.5% | 0.0% | 0.0% | 2.0% |  | 0.1% | 0.0% | 0.0% | 0.0% |  | 7.1% | 2.5% | 0.0% | 0.0% | 2.0% |
| 2 | Assets under management (AuM KPI) | 9.1% | 1.2% | 0.0% | 0.1% | 0.5% |  | 0.6% | 0.0% | 0.0% | 0.0% |  | 9.7% | 1.3% | 0.0% | 0.1% | 0.5% |

120 For presentation purposes, the breakdowns relating to the degree of portfolio alignment with the objectives of Biodiversity, Circular Economy, Pollution Prevention and Control, and Water and Marine Resources are not included in these templates, as

they are not material in the context of the Taxonomy disclosures, given that their impact on the GAR ratio is residual (eligibility below 1.7% and alignment below 0.07% in all cases).

Annual report 2025182

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

6. The proportion of the insurance or reinsurance undertaking’s investments that are directed at funding, or are associated with, Taxonomy-aligned in relation to total investments -

2025  120

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| The weighted average value of all the investments of insurance or reinsurance undertakings that are  directed at funding, or are associated with Taxonomy-aligned economic activities relative to the value of  total assets covered by the KPI, with following weights for investments in undertakings per below: | |  | The weighted average value of all the investments of insurance or reinsurance undertakings that are  directed at funding, or are associated with Taxonomy-aligned economic activities, with following weights  for investments in undertakings per below: | |
| Turnover-based: % | 1.7% |  | Turnover-based: [EUR million] | 142 |
| CapEx—based: % | 2.1% |  | CapEx-based: [EUR million] | 175 |
| The percentage of assets covered by the KPI relative to total investments of insurance or reinsurance  undertakings (total AuM). Excluding investments in sovereign entities. | |  | The monetary value of assets covered by the KPI. Excluding investments in sovereign entities. | |
| Coverage ratio: % | 35.9% |  | Coverage: [EUR million] | 8,388 |
| Additional, complementary disclosures: breakdown of denominator of the KPI | | | | |
| The percentage of derivatives relative to total assets covered by the KPI. | |  | The value in EUR millions of derivatives:. | |
| X % | 0.4% |  | [EUR million] | 31 |
| The proportion of exposures to financial and non-financial undertakings not subject to Articles 19a and 29a  of Directive 2013/34/ EU over total assets covered by the KPI: | |  | Value of exposures to financial and non-financial undertakings not subject to Articles 19a and 29a of  Directive 2013/34/EU: | |
| For non-financial undertakings: | 2.2% |  | For non-financial undertakings: [EUR million] | 181 |
| For financial undertakings: | 32.2% |  | For financial undertakings: [EUR million] | 2,701 |
| The proportion of exposures to financial and non-financial undertakings from non-EU countries not subject  to Articles 19a and 29a of Directive 2013/34/EU over total assets covered by the KPI: | |  | Value of exposures to financial and non-financial undertakings from non-EU countries not subject to Articles  19a and 29a of Directive 2013/34/EU: | |
| For non-financial undertakings: | 1.9% |  | For non-financial undertakings: [EUR million] | 155 |
| For financial undertakings: | 3.3% |  | For financial undertakings: [EUR million] | 274 |
| The proportion of exposures to financial and non-financial undertakings subject to Articles 19a and 29a of  Directive 2013/34/EU over total assets covered by the KPI: | |  | Value of exposures to financial and non-financial undertakings subject to Articles 19a and 29a of Directive  2013/34/EU: | |
| For non-financial undertakings: | 2.8% |  | For non-financial undertakings: [EUR million] | 231 |
| For financial undertakings: | 33.7% |  | For financial undertakings: [EUR million] | 2,828 |
| The proportion of exposures to other counterparties over total assets covered by the KPI: | |  | Value of exposures to other counterparties: | |
| X % | 23.7% |  | [EUR million] | 1,986 |
| The proportion of the insurance or reinsurance undertaking’s investments other than investments held in  respect of life insurance contracts where the investment risk is borne by the policy holders, that are directed  at funding, or are associated with, Taxonomy-aligned economic activities: X % | |  | The proportion of the insurance or reinsurance undertaking’s investments other than investments held in  respect of life insurance contracts where the investment risk is borne by the policy holders, that are directed  at funding, or are associated with, Taxonomy-aligned economic activities: | |
| X % | 80.7% |  | [EUR million] | 6,772 |
| The value of all the investments that are funding economic activities that are not Taxonomy-eligible relative  to the value of total assets covered by the KPI: | |  | Value of all the investments that are funding economic activities that are not Taxonomy-eligible: | |
| X % | 92.1% |  | [EUR million] | 7,723 |
| The value of all the investments that are funding taxonomy-eligible economic activities, but not taxonomy-  aligned relative to the value of total assets covered by the KPI: | |  | Value of all the investments that are funding Taxonomy- eligible economic activities, but not taxonomy-  aligned: | |
| X % | 6.2% |  | [EUR million] | 522 |

Annual report 2025183

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Additional, complementary disclosures: breakdown of numerator of the KPI | | | | |
| The proportion of Taxonomy-aligned exposures to financial and non-financial undertakings subject to  Articles 19a and 29a of Directive 2013/34/EU over total assets covered by the KPI: | |  | Value of Taxonomy-aligned exposures to financial and non-financial undertakings subject to Articles 19a  and 29a of Directive 2013/34/EU: | |
| For non-financial undertakings: | |  | For non-financial undertakings: | |
| Turnover-based: % | 0.3% |  | Turnover-based: [EUR million] | 25 |
| Capital expenditures-based: % | 0.5% |  | Capital expenditures-based: [EUR million] | 42 |
| For financial undertakings: | |  | For financial undertakings: | |
| Turnover-based: % | 1.4% |  | Turnover-based: [EUR million] | 117 |
| Capital expenditures-based: % | 1.6% |  | Capital expenditures-based: [EUR million] | 133 |
| The proportion of the insurance or reinsurance undertaking’s investments other than investments held in  respect of life insurance contracts where the investment risk is borne by the policy holders, that are directed  at funding, or are associated with, Taxonomy-aligned: | |  | Value of insurance or reinsurance undertaking’s investments other than investments held in respect of life  insurance contracts where the investment risk is borne by the policy holders, that are directed at funding, or  are associated with, Taxonomy-aligned: | |
| Turnover-based: % | 1% |  | Turnover-based: [EUR million] | 106 |
| Capital expenditures-based: % | 2% |  | Capital expenditures-based: [EUR million] | 130 |
| The proportion of exposures to other counterparties and assets over total assets covered by the KPI: | |  | Value of taxonomy-aligned exposures to other counterparties: | |
| Turnover-based: % | 0% |  | Turnover-based: [EUR million] | 0 |
| Capital expenditures-based: % | 0% |  | Capital expenditures-based: [EUR million] | 0 |
| Breakdown of the numerator of the KPI per environmental objective | | | | |
| Taxonomy-aligned activities –: | | | | |
| (1) Climate change mitigation | Turnover: 1.7% |  | Transitional activities turnover: A% | 0.0% |
|  | Transitional activities capex: A% | 0.1% |
| CapEx: 2.1% |  | Enabling activities turnover: B% | 0.9% |
|  | Enabling activities capex: B% | 0.6% |
| (2) Climate change adaptation | Turnover: —% |  | Enabling activities turnover: A% | 0.0% |
| CapEx: —% |  | Enabling activities capex: B% | 0.0% |

Annual report 2025184

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

6. The proportion of the insurance or reinsurance undertaking’s investments that are directed at funding, or are associated with, Taxonomy-aligned in relation to total investments -

2024

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| The weighted average value of all the investments of insurance or reinsurance undertakings that are  directed at funding, or are associated with Taxonomy-aligned economic activities relative to the value of  total assets covered by the KPI, with following weights for investments in undertakings per below: | |  | The weighted average value of all the investments of insurance or reinsurance undertakings that are  directed at funding, or are associated with Taxonomy-aligned economic activities, with following weights  for investments in undertakings per below: | |
| Turnover-based: % | 1.4% |  | Turnover-based: [EUR million] | 125 |
| CapEx—based: % | 2.1% |  | CapEx-based: [EUR million] | 177 |
| The percentage of assets covered by the KPI relative to total investments of insurance or reinsurance  undertakings (total AuM). Excluding investments in sovereign entities. | |  | The monetary value of assets covered by the KPI. Excluding investments in sovereign entities. | |
| Coverage ratio: % | 38.9% |  | Coverage: [EUR million] | 8,654 |
| Additional, complementary disclosures: breakdown of denominator of the KPI | | | | |
| The percentage of derivatives relative to total assets covered by the KPI. | |  | The value in EUR millions of derivatives:. | |
| X % | 0.7% |  | [EUR million] | 61 |
| The proportion of exposures to financial and non-financial undertakings not subject to Articles 19a and 29a  of Directive 2013/34/ EU over total assets covered by the KPI: | |  | Value of exposures to financial and non-financial undertakings not subject to Articles 19a and 29a of  Directive 2013/34/EU: | |
| For non-financial undertakings: | 1.4% |  | For non-financial undertakings: [EUR million] | 122 |
| For financial undertakings: | 26.0% |  | For financial undertakings: [EUR million] | 2,249 |
| The proportion of exposures to financial and non-financial undertakings from non-EU countries not subject  to Articles 19a and 29a of Directive 2013/34/EU over total assets covered by the KPI: | |  | Value of exposures to financial and non-financial undertakings from non-EU countries not subject to Articles  19a and 29a of Directive 2013/34/EU: | |
| For non-financial undertakings: | 1.7% |  | For non-financial undertakings: [EUR million] | 145 |
| For financial undertakings: | 1.4% |  | For financial undertakings: [EUR million] | 121 |
| The proportion of exposures to financial and non-financial undertakings subject to Articles 19a and 29a of  Directive 2013/34/EU over total assets covered by the KPI: | |  | Value of exposures to financial and non-financial undertakings subject to Articles 19a and 29a of Directive  2013/34/EU: | |
| For non-financial undertakings: | 4.6% |  | For non-financial undertakings: [EUR million] | 394 |
| For financial undertakings: | 17.4% |  | For financial undertakings: [EUR million] | 1,502 |
| The proportion of exposures to other counterparties over total assets covered by the KPI: | |  | Value of exposures to other counterparties: | |
| X % | 46.9% |  | [EUR million] | 4,060 |
| The proportion of the insurance or reinsurance undertaking’s investments other than investments held in  respect of life insurance contracts where the investment risk is borne by the policy holders, that are directed  at funding, or are associated with, Taxonomy-aligned economic activities: X % | |  | The proportion of the insurance or reinsurance undertaking’s investments other than investments held in  respect of life insurance contracts where the investment risk is borne by the policy holders, that are directed  at funding, or are associated with, Taxonomy-aligned economic activities: | |
| X % | 80.9% |  | [EUR million] | 6,999 |
| The value of all the investments that are funding economic activities that are not Taxonomy-eligible relative  to the value of total assets covered by the KPI: | |  | Value of all the investments that are funding economic activities that are not Taxonomy-eligible: | |
| X % | 88.3% |  | [EUR million] | 7,639 |
| The value of all the investments that are funding taxonomy-eligible economic activities, but not taxonomy-  aligned relative to the value of total assets covered by the KPI: | |  | Value of all the investments that are funding Taxonomy- eligible economic activities, but not taxonomy-  aligned: | |
| X % | 10.3% |  | [EUR million] | 890 |

Annual report 2025185

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Additional, complementary disclosures: breakdown of numerator of the KPI | | | | |
| The proportion of Taxonomy-aligned exposures to financial and non-financial undertakings subject to  Articles 19a and 29a of Directive 2013/34/EU over total assets covered by the KPI: | |  | Value of Taxonomy-aligned exposures to financial and non-financial undertakings subject to Articles 19a  and 29a of Directive 2013/34/EU: | |
| For non-financial undertakings: | |  | For non-financial undertakings: | |
| Turnover-based: % | 0.5% |  | Turnover-based: [EUR million] | 47 |
| Capital expenditures-based: % | 0.9% |  | Capital expenditures-based: [EUR million] | 74 |
| For financial undertakings: | |  | For financial undertakings: | |
| Turnover-based: % | 0.9% |  | Turnover-based: [EUR million] | 78 |
| Capital expenditures-based: % | 1.2% |  | Capital expenditures-based: [EUR million] | 103 |
| The proportion of the insurance or reinsurance undertaking’s investments other than investments held in  respect of life insurance contracts where the investment risk is borne by the policy holders, that are directed  at funding, or are associated with, Taxonomy-aligned: | |  | Value of insurance or reinsurance undertaking’s investments other than investments held in respect of life  insurance contracts where the investment risk is borne by the policy holders, that are directed at funding, or  are associated with, Taxonomy-aligned: | |
| Turnover-based: % | \* |  | Turnover-based: [EUR million] | \* |
| Capital expenditures-based: % | \* |  | Capital expenditures-based: [EUR million] | \* |
| The proportion of exposures to other counterparties and assets over total assets covered by the KPI: | |  | Value of taxonomy-aligned exposures to other counterparties: | |
| Turnover-based: % | 0% |  | Turnover-based: [EUR million] | 0% |
| Capital expenditures-based: % | 0% |  | Capital expenditures-based: [EUR million] | 0% |
| Breakdown of the numerator of the KPI per environmental objective | | | | |
| Taxonomy-aligned activities –: | | | | |
| (1) Climate change mitigation | Turnover: 1.4% |  | Transitional activities turnover: A% | 0.0% |
|  | Transitional activities capex: A% | 0.1% |
| CapEx: 2.0% |  | Enabling activities turnover: B% | 0.7% |
|  | Enabling activities capex: B% | 0.7% |
| (2) Climate change adaptation | Turnover: —% |  | Enabling activities turnover: A% | 0.0% |
| CapEx: —% |  | Enabling activities capex: B% | 0.0% |

\* The value of these investments is 89M€ (1%) turnover-based and 125€ (1,4%) CapEx based. The calculation is based on the proportion of these investments with respect to the total portfolio.

![]()

121 Only assets under management from asset managers are included.

122 For presentation purposes, the breakdowns relating to the degree of portfolio alignment with the objectives of Biodiversity, Circular Economy, Pollution Prevention and Control, and Water and Marine Resources are not included in these templates, as they are

not material in the context of the Taxonomy disclosures, given that their impact on the GAR ratio is residual (eligibility below 1.30% and alignment below 0.02% in all cases).

Annual report 2025186

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

7. Template: KPI for Asset Managers.  121 - 2025  122

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Standard template for the disclosure required under Article 8 of Regulation (EU) 2020/852 (asset managers) | | | | |
| The weighted average value of all the investments that are directed at funding, or are associated with  Taxonomy-aligned economic activities relative to the value of total assets covered by the KPI, with following  weights for investments in undertakings per below: | |  | The weighted average value of all the investments that are directed at funding, or are associated with  taxonomy-aligned economic activities, with following weights for investments in undertakings per below: | |
| Turnover-based: % | 2.4% |  | Turnover-based: [EUR million] | 3,466 |
| CapEx—based: % | 3.5% |  | CapEx-based: [EUR million] | 4,954 |
| The percentage of assets covered by the KPI relative to total investments (total AuM). Excluding  investments in sovereign entities. | |  | The monetary value of assets covered by the KPI. Excluding investments in sovereign entities. | |
| Coverage ratio: % | 65.00% |  | Coverage: [EUR million] | 142,164 |
| Additional, complementary disclosures: breakdown of denominator of the KPI | | | | |
| The percentage of derivatives relative to total assets covered by the KPI. | |  | The value in EUR millions of derivatives:. | |
| X % | 0.90% |  | [EUR million] | 1,336 |
| The proportion of exposures to financial and non-financial undertakings not subject to Articles 19a and 29a  of Directive 2013/34/ EU over total assets covered by the KPI: | |  | Value of exposures to financial and non-financial undertakings not subject to Articles 19a and 29a of  Directive 2013/34/EU: | |
| For non-financial undertakings: | 9.3% |  | For non-financial undertakings: [EUR million] | 13,247 |
| For financial undertakings: | 15.2% |  | For financial undertakings: [EUR million] | 21,664 |
| The proportion of exposures to financial and non-financial undertakings from non-EU countries not subject  to Articles 19a and 29a of Directive 2013/34/EU over total assets covered by the KPI: | |  | Value of exposures to financial and non-financial undertakings from non-EU countries not subject to Articles  19a and 29a of Directive 2013/34/EU: | |
| For non-financial undertakings: | 16.4% |  | For non-financial undertakings: [EUR million] | 23,314 |
| For financial undertakings: | 13.6% |  | For financial undertakings: [EUR million] | 19,393 |
| The proportion of exposures to financial and non-financial undertakings subject to Articles 19a and 29a of  Directive 2013/34/EU over total assets covered by the KPI: | |  | Value of exposures to financial and non-financial undertakings subject to Articles 19a and 29a of Directive  2013/34/EU: | |
| For non-financial undertakings: | 11.2% |  | For non-financial undertakings: [EUR million] | 15,930 |
| For financial undertakings: | 33.3% |  | For financial undertakings: [EUR million] | 47,278 |
| The proportion of exposures to other counterparties over total assets covered by the KPI: | |  | Value of exposures to other counterparties: | |
| X % | 0.0% |  | [EUR million] | 0 |
| The value of all the investments that are funding economic activities that are not Taxonomy-eligible relative  to the value of total assets covered by the KPI: | |  | Value of all the investments that are funding economic activities that are not Taxonomy-eligible: | |
| X % | 87.3% |  | [EUR million] | 124,068 |
| The value of all the investments that are funding taxonomy-eligible economic activities, but not taxonomy-  aligned relative to the value of total assets covered by the KPI: | |  | Value of all the investments that are funding Taxonomy- eligible economic activities, but not taxonomy-  aligned: | |
| X % | 10.3% |  | [EUR million] | 14,630 |

Annual report 2025187

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Additional, complementary disclosures: breakdown of numerator of the KPI | | | | |
| The proportion of Taxonomy-aligned exposures to financial and non-financial undertakings subject to  Articles 19a and 29a of Directive 2013/34/EU over total assets covered by the KPI: | |  | Value of Taxonomy-aligned exposures to financial and non-financial undertakings subject to Articles 19a  and 29a of Directive 2013/34/EU: | |
| For non-financial undertakings: | |  | For non-financial undertakings: | |
| Turnover-based: % | 1.0% |  | Turnover-based: [EUR million] | 1,468 |
| Capital expenditures-based: % | 1.9% |  | Capital expenditures-based: [EUR million] | 2,665 |
| For financial undertakings: | |  | For financial undertakings: | |
| Turnover-based: % | 1.4% |  | Turnover-based: [EUR million] | 1,998 |
| Capital expenditures-based: % | 1.6% |  | Capital expenditures-based: [EUR million] | 2,289 |
| The proportion of exposures to other counterparties and assets over total assets covered by the KPI: | |  | Value of taxonomy-aligned exposures to other counterparties: | |
| Turnover-based: % | 0.0% |  | Turnover-based: [EUR million] | 0 |
| Capital expenditures-based: % | 0.0% |  | Capital expenditures-based: [EUR million] | 0 |
| Breakdown of the numerator of the KPI per environmental objective | | | | |
| Taxonomy-aligned activities –: | | | | |
| (1) Climate change mitigation | Turnover:  2.4% |  | Transitional activities turnover: A% | 0.10% |
|  | Transitional activities capex: A% | 0.20% |
| CapEx: 3.4% |  | Enabling activities turnover: B% | 1.10% |
|  | Enabling activities capex: B% | 1.50% |
| (2) Climate change adaptation | Turnover:  —% |  | Enabling activities turnover: A% | 0.00% |
| CapEx: 0,1% |  | Enabling activities capex: B% | 0.00% |

123 Only assets under management from asset managers are included.

Annual report 2025188

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

7. Template: KPI for Asset Managers 123. - 2024

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Standard template for the disclosure required under Article 8 of Regulation (EU) 2020/852 (asset managers) | | | | |
| The weighted average value of all the investments that are directed at funding, or are associated with  Taxonomy-aligned economic activities relative to the value of total assets covered by the KPI, with following  weights for investments in undertakings per below: | |  | The weighted average value of all the investments that are directed at funding, or are associated with  taxonomy-aligned economic activities, with following weights for investments in undertakings per below: | |
| Turnover-based: % | 1.6% |  | Turnover-based: [EUR million] | 2,003 |
| CapEx—based: % | 2.6% |  | CapEx-based: [EUR million] | 3,278 |
| The percentage of assets covered by the KPI relative to total investments (total AuM). Excluding  investments in sovereign entities. | |  | The monetary value of assets covered by the KPI. Excluding investments in sovereign entities. | |
| Coverage ratio: % | 62.10% |  | Coverage: [EUR million] | 125,892 |
| Additional, complementary disclosures: breakdown of denominator of the KPI | | | | |
| The percentage of derivatives relative to total assets covered by the KPI. | |  | The value in EUR millions of derivatives:. | |
| X % | 0.00% |  | [EUR million] | 37 |
| The proportion of exposures to financial and non-financial undertakings not subject to Articles 19a and 29a  of Directive 2013/34/ EU over total assets covered by the KPI: | |  | Value of exposures to financial and non-financial undertakings not subject to Articles 19a and 29a of  Directive 2013/34/EU: | |
| For non-financial undertakings: | 15.8% |  | For non-financial undertakings: [EUR million] | 19,863 |
| For financial undertakings: | 18.7% |  | For financial undertakings: [EUR million] | 23,489 |
| The proportion of exposures to financial and non-financial undertakings from non-EU countries not subject  to Articles 19a and 29a of Directive 2013/34/EU over total assets covered by the KPI: | |  | Value of exposures to financial and non-financial undertakings from non-EU countries not subject to Articles  19a and 29a of Directive 2013/34/EU: | |
| For non-financial undertakings: | 9.4% |  | For non-financial undertakings: [EUR million] | 11,776 |
| For financial undertakings: | 17.7% |  | For financial undertakings: [EUR million] | 22,301 |
| The proportion of exposures to financial and non-financial undertakings subject to Articles 19a and 29a of  Directive 2013/34/EU over total assets covered by the KPI: | |  | Value of exposures to financial and non-financial undertakings subject to Articles 19a and 29a of Directive  2013/34/EU: | |
| For non-financial undertakings: | 9.2% |  | For non-financial undertakings: [EUR million] | 11,637 |
| For financial undertakings: | 29.1% |  | For financial undertakings: [EUR million] | 36,665 |
| The proportion of exposures to other counterparties over total assets covered by the KPI: | |  | Value of exposures to other counterparties: | |
| X % | 0.1% |  | [EUR million] | 124 |
| The value of all the investments that are funding economic activities that are not Taxonomy-eligible relative  to the value of total assets covered by the KPI: | |  | Value of all the investments that are funding economic activities that are not Taxonomy-eligible: | |
| X % | 89.3% |  | [EUR million] | 112,424 |
| The value of all the investments that are funding taxonomy-eligible economic activities, but not taxonomy-  aligned relative to the value of total assets covered by the KPI: | |  | Value of all the investments that are funding Taxonomy- eligible economic activities, but not taxonomy-  aligned: | |
| X % | 9.1% |  | [EUR million] | 11,465 |

Annual report 2025189

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Additional, complementary disclosures: breakdown of numerator of the KPI | | | | |
| The proportion of Taxonomy-aligned exposures to financial and non-financial undertakings subject to  Articles 19a and 29a of Directive 2013/34/EU over total assets covered by the KPI: | |  | Value of Taxonomy-aligned exposures to financial and non-financial undertakings subject to Articles 19a  and 29a of Directive 2013/34/EU: | |
| For non-financial undertakings: | |  | For non-financial undertakings: | |
| Turnover-based: % | 0.8% |  | Turnover-based: [EUR million] | 959 |
| Capital expenditures-based: % | 2.9% |  | Capital expenditures-based: [EUR million] | 3,609 |
| For financial undertakings: | |  | For financial undertakings: | |
| Turnover-based: % | 0.8% |  | Turnover-based: [EUR million] | 1,044 |
| Capital expenditures-based: % | 2.3% |  | Capital expenditures-based: [EUR million] | 2,947 |
| The proportion of exposures to other counterparties and assets over total assets covered by the KPI: | |  | Value of taxonomy-aligned exposures to other counterparties: | |
| Turnover-based: % | 0.0% |  | Turnover-based: [EUR million] | 5 |
| Capital expenditures-based: % | 0.0% |  | Capital expenditures-based: [EUR million] | 5 |
| Breakdown of the numerator of the KPI per environmental objective | | | | |
| Taxonomy-aligned activities –: | | | | |
| (1) Climate change mitigation | Turnover:  1.5% |  | Transitional activities turnover: A% | 0.10% |
|  | Transitional activities capex: A% | 0.70% |
| CapEx: 2.6% |  | Enabling activities turnover: B% | 0.10% |
|  | Enabling activities capex: B% | 1.00% |
| (2) Climate change adaptation | Turnover:  —% |  | Enabling activities turnover: A% | 0.00% |
| CapEx: —% |  | Enabling activities capex: B% | 0.00% |

Annual report 2025190

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

8. Consolidated KPI - 2025

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  | KPI per Business segment | | | |
|  | Revenue | Proportion of total  group revenue | KPI turnover based | KPI CapEx based | KPI turnover based  weighted | KPI CapEx based  weighted |
| Asset  management | 1,309 | 2.2% | 2.4% | 3.5% | 0.1% | 0.1% |
| Banking activities | 57,894 | 95.7% | 3.2% | 3.4% | 3.0% | 3.2% |
| Investment firms | 685 | 1.1% | 0.0% | 0.0% | 0.0% | 0.0% |
| Insurance  undertakings | 638 | 1.1% | 1.7% | 2.1% | 0.0% | 0.0% |
| Total | 60,527 | 100.0% |  |  |  |  |
| Average KPI |  |  |  |  | 3.1% | 3.3% |

8. Consolidated KPI - 2024

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  | KPI per Business segment | | | |
|  | Revenue | Proportion of total  group revenue | KPI turnover based | KPI CapEx based | KPI turnover based  weighted | KPI CapEx based  weighted |
| Asset  management | 1,258 | 2.1% | 1.6% | 2.6% | 0.0% | 0.1% |
| Banking activities | 57,526 | 97.0% | 3.0% | 3.3% | 2.9% | 3.2% |
| Investment firms | 111 | 0.2% | 0.0% | 0.0% | 0.0% | 0.0% |
| Insurance  undertakings | 440 | 0.7% | 1.4% | 2.1% | 0.0% | 0.0% |
| Total | 59,335 | 100.0% |  |  |  |  |
| Average KPI |  |  |  |  | 3.0% | 3.2% |

Annual report 2025191

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

9. Nuclear and fossil gas related activities - 2025 (credit institution)

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Nuclear energy related activities |  |
| 1 | The undertaking carries out, funds or has exposures to research, development, demonstration  and deployment of innovative electricity generation facilities that produce energy from nuclear  processes with minimal waste from the fuel cycle. | YES |
| 2 | The undertaking carries out, funds or has exposures to construction and safe operation of new  nuclear installations to produce electricity or process heat, including for the purposes of district  heating or industrial processes such as hydrogen production, as well as their safety upgrades,  using best available technologies. | YES |
| 3 | The undertaking carries out, funds or has exposures to safe operation of existing nuclear  installations that produce electricity or process heat, including for the purposes of district heating  or industrial processes such as hydrogen production from nuclear energy, as well as their safety  upgrades. | YES |
|  | Fossil gas related activities |  |
| 4 | The undertaking carries out, funds or has exposures to construction or operation of electricity  generation facilities that produce electricity using fossil gaseous fuels. | YES |
| 5 | The undertaking carries out, funds or has exposures to construction, refurbishment, and  operation of combined heat/cool and power generation facilities using fossil gaseous fuels. | YES |
| 6 | The undertaking carries out, funds or has exposures to construction, refurbishment and operation  of heat generation facilities that produce heat/cool using fossil gaseous fuels. | YES |

Annual report 2025192

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

9. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (denominator) - Capex - 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  | Nuclear energy related activities | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 20 | 0.0% | 20 | 0.0% | 0 | 0.0% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 59 | 0.0% | 59 | 0.0% | 0 | 0.0% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 1 | 0.0% | 1 | 0.0% | 0 | 0.0% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the  denominator of the applicable KPI | 45,492 | 3.3% | 45,459 | 3.3% | 33 | 0.0% |
| 8 | Total applicable KPI | 45,573 | 3.4% | 45,540 | 3.4% | 33 | 0.0% |

|  |
| --- |
|  |
| Note 1: The denominator of the applicable KPI is 1.359.362.227.454 euros |

9. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (denominator) - Turnover - 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  | Nuclear energy related activities | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 1 | 0.0% | 1 | 0.0% | 0 | 0.0% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 88 | 0.0% | 88 | 0.0% | 0 | 0.0% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the  denominator of the applicable KPI | 43,039 | 3.2% | 42,995 | 3.2% | 44 | 0.0% |
| 8 | Total applicable KPI | 43,129 | 3.2% | 43,085 | 3.2% | 44 | 0.0% |

|  |
| --- |
|  |
| Note 1: The denominator of the applicable KPI is 1.359.362.227.454 euros |

Annual report 2025193

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

9. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (numerator) - Capex - 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  | Nuclear energy related activities | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 20 | 0.0% | 20 | 0.0% | 0 | 0.0% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 59 | 0.1% | 59 | 0.1% | 0 | 0.0% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 1 | 0.0% | 1 | 0.0% | 0 | 0.0% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the numerator  of the applicable KPI | 45,492 | 99.8% | 45,459 | 99.8% | 33 | 0.1% |
| 8 | Total amount and proportion of taxonomy-aligned economic  activities in the numerator of the applicable KPI | 45,573 | 100.0% | 45,540 | 99.9% | 33 | 0.1% |

9. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (numerator) - Turnover - 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  | Nuclear energy related activities | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 1 | 0.0% | 1 | 0.0% | 0 | 0.0% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 88 | 0.2% | 88 | 0.2% | 0 | 0.0% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the numerator  of the applicable KPI | 43,039 | 99.8% | 42,995 | 99.7% | 44 | 0.1% |
| 8 | Total amount and proportion of taxonomy-aligned economic  activities in the numerator of the applicable KPI | 43,129 | 100.0% | 43,085 | 99.9% | 44 | 0.1% |

Annual report 2025194

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

9. Nuclear and fossil gas related activities:

Taxonomy-eligible but not taxonomy-aligned economic activities - Capex- 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  | Nuclear energy related activities | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.26  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 2 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.27  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 3 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.28  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 4 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.29  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 126 | 0.0% | 126 | 0.0% | 0 | 0.0% |
| 5 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.30  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 16 | 0.0% | 16 | 0.0% | 0 | 0.0% |
| 6 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.31  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 1 | 0.0% | 1 | 0.0% | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-eligible but not  taxonomy-aligned economic activities not referred to in rows 1  to 6 above in the denominator of the applicable KPI | 379,724 | 27.9% | 379685 | 27.9% | 39 | 0.0% |
| 8 | Total amount and proportion of taxonomy eligible but not  taxonomy- aligned economic activities in the denominator of  the applicable KPI | 379,866 | 27.9% | 379827 | 27.9% | 39 | 0.0% |

9. Nuclear and fossil gas related activities:

Taxonomy-eligible but not taxonomy-aligned economic activities -Turnover- 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  | Nuclear energy related activities | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.26  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 2 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.27  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 3 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.28  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 69 | 0.0% | 69 | 0.0% | 0 | 0.0% |
| 4 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.29  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 480 | 0.0% | 480 | 0.0% | 0 | 0.0% |
| 5 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.30  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 32 | 0.0% | 32 | 0.0% | 0 | 0.0% |
| 6 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.31  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 1 | 0.0% | 1 | 0.0% | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-eligible but not  taxonomy-aligned economic activities not referred to in rows 1  to 6 above in the denominator of the applicable KPI | 380,009 | 28.0% | 379,676 | 27.9% | 333 | 0.0% |
| 8 | Total amount and proportion of taxonomy eligible but not  taxonomy- aligned economic activities in the denominator of  the applicable KPI | 380,591 | 28.0% | 380,258 | 28.0% | 333 | 0.0% |

Annual report 2025195

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

9. Nuclear and fossil gas related activities:

Taxonomy non-eligible economic activities - Capex- 2025

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  | |
|  |  | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% |
| 2 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% |
| 3 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% |
| 4 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% |
| 5 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% |
| 6 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-eligible but not taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI | 933,923 | 68.7% |
| 8 | Total amount and proportion of taxonomy eligible but not taxonomy- aligned economic  activities in the denominator of the applicable KPI | 933,923 | 68.7% |

9. Nuclear and fossil gas related activities:

Taxonomy non-eligible economic activities - Turnover- 2025

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  | |
|  |  | Amount | % |
| 1 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% |
| 2 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% |
| 3 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% |
| 4 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% |
| 5 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% |
| 6 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-non-eligible economic activities not referred  to in rows 1 to 6 above in the denominator of the applicable KPI | 935,643 | 68.8% |
| 8 | Total amount and proportion of taxonomy-non-eligible economic activities in the  denominator of the applicable KPI | 935,643 | 68.8% |

Annual report 2025196

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

9. Nuclear and fossil gas related activities - 2024 (credit institution)

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Nuclear energy related activities |  |
| 1 | The undertaking carries out, funds or has exposures to research, development, demonstration  and deployment of innovative electricity generation facilities that produce energy from nuclear  processes with minimal waste from the fuel cycle. | YES |
| 2 | The undertaking carries out, funds or has exposures to construction and safe operation of new  nuclear installations to produce electricity or process heat, including for the purposes of district  heating or industrial processes such as hydrogen production, as well as their safety upgrades,  using best available technologies. | YES |
| 3 | The undertaking carries out, funds or has exposures to safe operation of existing nuclear  installations that produce electricity or process heat, including for the purposes of district heating  or industrial processes such as hydrogen production from nuclear energy, as well as their safety  upgrades. | YES |
|  | Fossil gas related activities |  |
| 4 | The undertaking carries out, funds or has exposures to construction or operation of electricity  generation facilities that produce electricity using fossil gaseous fuels. | YES |
| 5 | The undertaking carries out, funds or has exposures to construction, refurbishment, and  operation of combined heat/cool and power generation facilities using fossil gaseous fuels. | YES |
| 6 | The undertaking carries out, funds or has exposures to construction, refurbishment and operation  of heat generation facilities that produce heat/cool using fossil gaseous fuels. | YES |

Annual report 2025197

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

9. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (denominator) - Capex - 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  | Nuclear energy related activities | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 4 | 0.0% | 4 | 0.0% | 0 | 0.0% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 28 | 0.0% | 28 | 0.0% | 0 | 0.0% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 1 | 0.0% | 1 | 0.0% | 0 | 0.0% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the  denominator of the applicable KPI | 42,800 | 3.3% | 42,784 | 3.3% | 17 | 0.0% |
| 8 | Total applicable KPI | 42,834 | 3.3% | 42,818 | 3.3% | 17 | 0.0% |

|  |
| --- |
|  |
| Note 1: The denominator of the  applicable KPI is 1.306.541.919.505 euros |

9. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (denominator) - Turnover - 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  | Nuclear energy related activities | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 36 | 0.0% | 36 | 0.0% | 0 | 0.0% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the  denominator of the applicable KPI | 39,620 | 3.0% | 39,578 | 3.0% | 41 | 0.0% |
| 8 | Total applicable KPI | 39,656 | 3.0% | 39,615 | 3.0% | 41 | 0.0% |

|  |
| --- |
|  |
| Note 1: The denominator of the  applicable KPI is 1.306.541.919.505 euros |

Annual report 2025198

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

9. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (numerator) - Capex - 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  | Nuclear energy related activities | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 4 | 0.0% | 4 | 0.0% | 0 | 0.0% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 28 | 0.1% | 28 | 0.1% | 0 | 0.0% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 1 | 0.0% | 1 | 0.0% | 0 | 0.0% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the numerator  of the applicable KPI | 42,800 | 99.9% | 42,784 | 99.9% | 17 | 0.0% |
| 8 | Total amount and proportion of taxonomy-aligned economic  activities in the numerator of the applicable KPI | 42,834 | 100.0% | 42,818 | 100.0% | 17 | 0.0% |

9. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (numerator) - Turnover - 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  | Nuclear energy related activities | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 36 | 0.1% | 36 | 0.1% | 0 | 0.0% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the numerator  of the applicable KPI | 39,620 | 99.9% | 39,578 | 99.8% | 41 | 0.1% |
| 8 | Total amount and proportion of taxonomy-aligned economic  activities in the numerator of the applicable KPI | 39,656 | 100.0% | 39,615 | 99.9% | 41 | 0.1% |

Annual report 2025199

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

9. Nuclear and fossil gas related activities:

Taxonomy-eligible but not taxonomy-aligned economic activities - Capex- 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  | Nuclear energy related activities | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.26  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 2 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.27  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 3 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.28  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 17 | 0.0% | 17 | 0.0% | 0 | 0.0% |
| 4 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.29  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 80 | 0.0% | 80 | 0.0% | 0 | 0.0% |
| 5 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.30  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 23 | 0.0% | 23 | 0.0% | 0 | 0.0% |
| 6 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.31  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 1 | 0.0% | 1 | 0.0% | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-eligible but not  taxonomy-aligned economic activities not referred to in rows 1  to 6 above in the denominator of the applicable KPI | 404,304 | 30.9% | 404220 | 30.9% | 84 | 0.0% |
| 8 | Total amount and proportion of taxonomy eligible but not  taxonomy- aligned economic activities in the denominator of  the applicable KPI | 404,424 | 31.0% | 404340 | 30.9% | 84 | 0.0% |

9. Nuclear and fossil gas related activities:

Taxonomy-eligible but not taxonomy-aligned economic activities -Turnover- 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  | Nuclear energy related activities | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.26  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 2 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.27  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 1 | 0.0% | 1 | 0.0% | 0 | 0.0% |
| 3 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.28  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 70 | 0.0% | 70 | 0.0% | 0 | 0.0% |
| 4 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.29  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 833 | 0.1% | 833 | 0.1% | 0 | 0.0% |
| 5 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.30  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 41 | 0.0% | 41 | 0.0% | 0 | 0.0% |
| 6 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.31  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% | 0 | 0.0% | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-eligible but not  taxonomy-aligned economic activities not referred to in rows 1  to 6 above in the denominator of the applicable KPI | 403,901 | 30.9% | 403,577 | 30.9% | 324 | 0.0% |
| 8 | Total amount and proportion of taxonomy eligible but not  taxonomy- aligned economic activities in the denominator of  the applicable KPI | 404,846 | 31.0% | 404,523 | 31.0% | 324 | 0.0% |

Annual report 2025200

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

9. Nuclear and fossil gas related activities:

Taxonomy non-eligible economic activities - Capex- 2024

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  | |
|  |  | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% |
| 2 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% |
| 3 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% |
| 4 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% |
| 5 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% |
| 6 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-eligible but not taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI | 859,283 | 65.8% |
| 8 | Total amount and proportion of taxonomy eligible but not taxonomy- aligned economic  activities in the denominator of the applicable KPI | 859,283 | 65.8% |

9. Nuclear and fossil gas related activities:

Taxonomy non-eligible economic activities - Turnover- 2024

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  | |
|  |  | Amount | % |
| 1 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% |
| 2 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% |
| 3 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% |
| 4 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% |
| 5 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% |
| 6 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0 | 0.0% |
| 7 | Amount and proportion of other taxonomy-non-eligible economic activities not referred  to in rows 1 to 6 above in the denominator of the applicable KPI | 862,039 | 66.0% |
| 8 | Total amount and proportion of taxonomy-non-eligible economic activities in the  denominator of the applicable KPI | 862,039 | 66.0% |

Annual report 2025201

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

10. Nuclear and fossil gas related activities - 2025 (insurance)

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Nuclear energy related activities |  |
| 1 | The undertaking carries out, funds or has exposures to research, development, demonstration  and deployment of innovative electricity generation facilities that produce energy from nuclear  processes with minimal waste from the fuel cycle. | NO |
| 2 | The undertaking carries out, funds or has exposures to construction and safe operation of new  nuclear installations to produce electricity or process heat, including for the purposes of district  heating or industrial processes such as hydrogen production, as well as their safety upgrades,  using best available technologies. | NO |
| 3 | The undertaking carries out, funds or has exposures to safe operation of existing nuclear  installations that produce electricity or process heat, including for the purposes of district heating  or industrial processes such as hydrogen production from nuclear energy, as well as their safety  upgrades. | NO |
|  | Fossil gas related activities |  |
| 4 | The undertaking carries out, funds or has exposures to construction or operation of electricity  generation facilities that produce electricity using fossil gaseous fuels. | YES |
| 5 | The undertaking carries out, funds or has exposures to construction, refurbishment, and  operation of combined heat/cool and power generation facilities using fossil gaseous fuels. | YES |
| 6 | The undertaking carries out, funds or has exposures to construction, refurbishment and operation  of heat generation facilities that produce heat/cool using fossil gaseous fuels. | NO |

10. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (denominator) - Capex- 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the  denominator of the applicable KPI | 175.5 | 2.09% | 173.6 | 2.07% | 1.9 | 0.02% |
| 8 | Total applicable KPI | 175.5 | 2.09% | 173.6 | 2.07% | 1.9 | 0.02% |

Note 1: The denominator of the applicable KPI is 8,388 million euros.

10. Nuclear and fossil gas related activities:

#### Taxonomy-aligned economic activities (denominator) - Turnover- 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the  denominator of the applicable KPI | 142.4 | 1.70% | 141.6 | 1.69% | 0.8 | 0.01% |
| 8 | Total applicable KPI | 142.4 | 1.70% | 141.6 | 1.69% | 0.8 | 0.01% |

Note 1: The denominator of the applicable KPI is 8,388 million euros.

Annual report 2025202

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

10. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (numerator) - Capex- 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the numerator  of the applicable KPI | 175.5 | 100.00% | 173.6 | 98.91% | 1.9 | 1.09% |
| 8 | Total amount and proportion of taxonomy-aligned economic  activities in the numerator of the applicable KPI | 175.5 | 100.00% | 173.6 | 98.91% | 1.9 | 1.09% |

10. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (numerator) - Turnover- 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the numerator  of the applicable KPI | 142.4 | 100.00% | 141.6 | 99.45% | 0.8 | 0.55% |
| 8 | Total amount and proportion of taxonomy-aligned economic  activities in the numerator of the applicable KPI | 142.4 | 100.00% | 141.6 | 99.45% | 0.8 | 0.55% |

Annual report 2025203

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

10. Nuclear and fossil gas related activities:

Taxonomy-eligible but not taxonomy-aligned economic activities - Capex - 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.26  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.27  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.28  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.29  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.30  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.31  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-eligible but not  taxonomy-aligned economic activities not referred to in rows 1  to 6 above in the denominator of the applicable KPI | 442.2 | 5.27% | 441.1 | 5.26% | 1.1 | 0.01% |
| 8 | Total amount and proportion of taxonomy eligible but not  taxonomy- aligned economic activities in the denominator of  the applicable KPI | 442.2 | 5.27% | 441.1 | 5.26% | 1.1 | 0.01% |

10. Nuclear and fossil gas related activities:

Taxonomy-eligible but not taxonomy-aligned economic activities - Turnover-2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.26  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.27  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.28  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.29  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.1 | 0.00% | 0.1 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.30  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.31  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-eligible but not  taxonomy-aligned economic activities not referred to in rows 1  to 6 above in the denominator of the applicable KPI | 521.0 | 6.21% | 494.0 | 5.89% | 27.0 | 0.32% |
| 8 | Total amount and proportion of taxonomy eligible but not  taxonomy- aligned economic activities in the denominator of  the applicable KPI | 521.1 | 6.21% | 494.1 | 5.89% | 27.0 | 0.32% |

Annual report 2025204

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

10. Nuclear and fossil gas related activities:

Taxonomy non-eligible economic activities - Capex- 2025

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  | |
|  | Nuclear energy related activities | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI |  | 0 |
| 2 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI |  | 0 |
| 3 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI |  | 0 |
| 4 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI |  | 0 |
| 5 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI |  | 0 |
| 6 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI |  | 0 |
| 7 | Amount and proportion of other taxonomy-eligible but not taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI | 7,768.0 | 92.61% |
| 8 | Total amount and proportion of taxonomy eligible but not taxonomy- aligned economic  activities in the denominator of the applicable KPI | 7,768.0 | 92.61% |

10. Nuclear and fossil gas related activities:

Taxonomy non-eligible economic activities - Turnover - 2025

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  | |
|  | Nuclear energy related activities | Amount | % |
| 1 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 2 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 3 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 4 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 5 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 6 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-non-eligible economic activities not referred  to in rows 1 to 6 above in the denominator of the applicable KPI | 7,723.0 | 92.08% |
| 8 | Total amount and proportion of taxonomy-non-eligible economic activities in the  denominator of the applicable KPI | 7,723.0 | 92.08% |

Annual report 2025205

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

10. Nuclear and fossil gas related activities - 2024 (insurance)

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Nuclear energy related activities |  |
| 1 | The undertaking carries out, funds or has exposures to research, development, demonstration  and deployment of innovative electricity generation facilities that produce energy from nuclear  processes with minimal waste from the fuel cycle. | NO |
| 2 | The undertaking carries out, funds or has exposures to construction and safe operation of new  nuclear installations to produce electricity or process heat, including for the purposes of district  heating or industrial processes such as hydrogen production, as well as their safety upgrades,  using best available technologies. | NO |
| 3 | The undertaking carries out, funds or has exposures to safe operation of existing nuclear  installations that produce electricity or process heat, including for the purposes of district heating  or industrial processes such as hydrogen production from nuclear energy, as well as their safety  upgrades. | NO |
|  | Fossil gas related activities |  |
| 4 | The undertaking carries out, funds or has exposures to construction or operation of electricity  generation facilities that produce electricity using fossil gaseous fuels. | YES |
| 5 | The undertaking carries out, funds or has exposures to construction, refurbishment, and  operation of combined heat/cool and power generation facilities using fossil gaseous fuels. | YES |
| 6 | The undertaking carries out, funds or has exposures to construction, refurbishment and operation  of heat generation facilities that produce heat/cool using fossil gaseous fuels. | NO |

10. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (denominator) - Capex- 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the  denominator of the applicable KPI | 177.4 | 2.05% | 177.3 | 2.05% | 0.1 | 0.00% |
| 8 | Total applicable KPI | 177.4 | 2.05% | 177.3 | 2.05% | 0.1 | 0.00% |

Note 1: The denominator of the applicable KPI is 8,654 million euros..

10. Nuclear and fossil gas related activities:

#### Taxonomy-aligned economic activities (denominator) - Turnover- 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the  denominator of the applicable KPI | 125.2 | 1.45% | 124.3 | 1.44% | 0.8 | 0.01% |
| 8 | Total applicable KPI | 125.2 | 1.45% | 124.3 | 1.44% | 0.8 | 0.01% |

Note 1: The denominator of the applicable KPI is 8,654 million euros..

Annual report 2025206

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

10. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (numerator) - Capex- 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the numerator  of the applicable KPI | 177.4 | 100.00% | 177.3 | 99.94% | 0.1 | 0.06% |
| 8 | Total amount and proportion of taxonomy-aligned economic  activities in the numerator of the applicable KPI | 177.4 | 100.00% | 177.3 | 99.94% | 0.1 | 0.06% |

10. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (numerator) - Turnover- 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the numerator  of the applicable KPI | 125.2 | 100.00% | 124.3 | 99.33% | 0.8 | 0.67% |
| 8 | Total amount and proportion of taxonomy-aligned economic  activities in the numerator of the applicable KPI | 125.2 | 100.00% | 124.3 | 99.33% | 0.8 | 0.67% |

Annual report 2025207

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

10. Nuclear and fossil gas related activities:

Taxonomy-eligible but not taxonomy-aligned economic activities - Capex - 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.26  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.27  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.28  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.29  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.30  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.31  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-eligible but not  taxonomy-aligned economic activities not referred to in rows 1  to 6 above in the denominator of the applicable KPI | 895.8 | 10.35% | 892.8 | 10.32% | 3.0 | 0.03% |
| 8 | Total amount and proportion of taxonomy eligible but not  taxonomy- aligned economic activities in the denominator of  the applicable KPI | 895.9 | 10.35% | 892.8 | 10.32% | 3.0 | 0.03% |

10. Nuclear and fossil gas related activities:

Taxonomy-eligible but not taxonomy-aligned economic activities - Turnover-2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.26  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.27  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.28  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.29  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.1 | 0.00% | 0.1 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.30  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.31  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-eligible but not  taxonomy-aligned economic activities not referred to in rows 1  to 6 above in the denominator of the applicable KPI | 889.4 | 10.28% | 870.0 | 10.05% | 19.5 | 0.22% |
| 8 | Total amount and proportion of taxonomy eligible but not  taxonomy- aligned economic activities in the denominator of  the applicable KPI | 889.5 | 10.28% | 870.1 | 10.05% | 19.5 | 0.22% |

Annual report 2025208

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

10. Nuclear and fossil gas related activities:

Taxonomy non-eligible economic activities - Capex- 2024

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  | |
|  | Nuclear energy related activities | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0 |
| 2 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0 |
| 3 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0 |
| 4 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0 |
| 5 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0 |
| 6 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0 | 0 |
| 7 | Amount and proportion of other taxonomy-eligible but not taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI | 7,580.8 | 87.60% |
| 8 | Total amount and proportion of taxonomy eligible but not taxonomy- aligned economic  activities in the denominator of the applicable KPI | 7,580.8 | 87.60% |

10. Nuclear and fossil gas related activities:

Taxonomy non-eligible economic activities - Turnover - 2024

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  | |
|  | Nuclear energy related activities | Amount | % |
| 1 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 2 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 3 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 4 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 5 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 6 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-non-eligible economic activities not referred  to in rows 1 to 6 above in the denominator of the applicable KPI | 7,638.6 | 88.27% |
| 8 | Total amount and proportion of taxonomy-non-eligible economic activities in the  denominator of the applicable KPI | 7,638.6 | 88.27% |

Annual report 2025209

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

11. Nuclear and fossil gas related activities- 2025 (asset manager)

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Nuclear energy related activities |  |
| 1 | The undertaking carries out, funds or has exposures to research, development, demonstration  and deployment of innovative electricity generation facilities that produce energy from nuclear  processes with minimal waste from the fuel cycle. | YES |
| 2 | The undertaking carries out, funds or has exposures to construction and safe operation of new  nuclear installations to produce electricity or process heat, including for the purposes of district  heating or industrial processes such as hydrogen production, as well as their safety upgrades,  using best available technologies. | YES |
| 3 | The undertaking carries out, funds or has exposures to safe operation of existing nuclear  installations that produce electricity or process heat, including for the purposes of district heating  or industrial processes such as hydrogen production from nuclear energy, as well as their safety  upgrades. | YES |
|  | Fossil gas related activities |  |
| 4 | The undertaking carries out, funds or has exposures to construction or operation of electricity  generation facilities that produce electricity using fossil gaseous fuels. | YES |
| 5 | The undertaking carries out, funds or has exposures to construction, refurbishment, and  operation of combined heat/cool and power generation facilities using fossil gaseous fuels. | YES |
| 6 | The undertaking carries out, funds or has exposures to construction, refurbishment and operation  of heat generation facilities that produce heat/cool using fossil gaseous fuels. | YES |

11. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (denominator) - Capex- 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 4.6 | 0.00% | 4.6 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 1.2 | 0.00% | 1.2 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.1 | 0.00% | 0.0 | 0.00% | 0.1 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 20.4 | 0.01% | 20.4 | 0.01% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the  denominator of the applicable KPI | 4,927.7 | 3.47% | 4,798.6 | 3.38% | 129.0 | 0.09% |
| 8 | Total applicable KPI | 4,953.9 | 3.48% | 4,824.8 | 3.39% | 129.1 | 0.09% |

Note 1: The denominator of the applicable KPI is 142,164 million euros .

11. Nuclear and fossil gas related activities:

#### Taxonomy-aligned economic activities (denominator) - Turnover- 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 1.5 | 0.00% | 1.5 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 32.5 | 0.02% | 32.5 | 0.02% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.9 | 0.00% | 0.9 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.3 | 0.00% | 0.3 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the  denominator of the applicable KPI | 3,431.0 | 2.41% | 3,393.2 | 2.39% | 37.8 | 0.03% |
| 8 | Total applicable KPI | 3,466.1 | 2.44% | 3,428.3 | 2.41% | 37.8 | 0.03% |

Note 1: The denominator of the applicable KPI is 142,164 million euros.

Annual report 2025210

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

11. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (numerator) - Capex- 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 4.6 | 0.09% | 4.6 | 0.09% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 1.2 | 0.02% | 1.2 | 0.02% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.1 | 0.00% | 0.0 | 0.00% | 0.1 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 20.4 | 0.41% | 20.4 | 0.41% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the numerator  of the applicable KPI | 4,927.7 | 99.47% | 4,798.6 | 96.87% | 129.0 | 2.60% |
| 8 | Total amount and proportion of taxonomy-aligned economic  activities in the numerator of the applicable KPI | 4,953.9 | 100.00% | 4,824.8 | 97.39% | 129.1 | 2.61% |

11. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (numerator) - Turnover- 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 1.5 | 0.04% | 1.5 | 0.04% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 32.5 | 0.94% | 32.5 | 0.94% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.9 | 0.02% | 0.9 | 0.02% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.3 | 0.01% | 0.3 | 0.01% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the numerator  of the applicable KPI | 3,431.0 | 98.99% | 3,393.2 | 97.90% | 37.8 | 1.09% |
| 8 | Total amount and proportion of taxonomy-aligned economic  activities in the numerator of the applicable KPI | 3,466.1 | 100.00% | 3,428.3 | 98.91% | 37.8 | 1.09% |

Annual report 2025211

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

11. Nuclear and fossil gas related activities:

Taxonomy-eligible but not taxonomy-aligned economic activities - Capex- 2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.26  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.27  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 7.0 | 0.00% | 7.0 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.28  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 37.0 | 0.03% | 37.0 | 0.03% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.29  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.30  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.31  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-eligible but not  taxonomy-aligned economic activities not referred to in rows 1  to 6 above in the denominator of the applicable KPI | 13,399.0 | 9.42% | 13377.0 | 9.41% | 22.0 | 0.02% |
| 8 | Total amount and proportion of taxonomy eligible but not  taxonomy- aligned economic activities in the denominator of  the applicable KPI | 13,443.0 | 9.46% | 13421.0 | 9.44% | 23.0 | 0.02% |

11. Nuclear and fossil gas related activities:

Taxonomy-eligible but not taxonomy-aligned economic activities - Turnover-2025

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.26  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.27  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.28  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 34.0 | 0.02% | 34.0 | 0.02% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.29  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 102.0 | 0.07% | 102.0 | 0.07% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.30  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 6.0 | 0.00% | 6.0 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.31  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-eligible but not  taxonomy-aligned economic activities not referred to in rows 1  to 6 above in the denominator of the applicable KPI | 15,044.0 | 10.58% | 14,269.0 | 10.04% | 775.0 | 0.55% |
| 8 | Total amount and proportion of taxonomy eligible but not  taxonomy- aligned economic activities in the denominator of  the applicable KPI | 15,187.0 | 10.68% | 14,412.0 | 10.14% | 775.0 | 0.55% |

Annual report 2025212

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

11. Nuclear and fossil gas related activities:

Taxonomy non-eligible economic activities - Capex- 2025

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  | |
|  |  | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-eligible but not taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI | 123,767.0 | 87.06% |
| 8 | Total amount and proportion of taxonomy eligible but not taxonomy- aligned economic  activities in the denominator of the applicable KPI | 123,767.0 | 87.06% |

11. Nuclear and fossil gas related activities:

Taxonomy non-eligible economic activities - Capex- 2025

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  | |
|  |  | Amount | % |
| 1 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 2 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 3 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 4 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 5 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 6 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-non-eligible economic activities not referred  to in rows 1 to 6 above in the denominator of the applicable KPI | 123,511.0 | 86.88% |
| 8 | Total amount and proportion of taxonomy-non-eligible economic activities in the  denominator of the applicable KPI | 123,511.0 | 86.88% |

Annual report 2025213

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

11. Nuclear and fossil gas related activities- 2024 (asset manager)

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Nuclear energy related activities |  |
| 1 | The undertaking carries out, funds or has exposures to research, development, demonstration  and deployment of innovative electricity generation facilities that produce energy from nuclear  processes with minimal waste from the fuel cycle. | YES |
| 2 | The undertaking carries out, funds or has exposures to construction and safe operation of new  nuclear installations to produce electricity or process heat, including for the purposes of district  heating or industrial processes such as hydrogen production, as well as their safety upgrades,  using best available technologies. | YES |
| 3 | The undertaking carries out, funds or has exposures to safe operation of existing nuclear  installations that produce electricity or process heat, including for the purposes of district heating  or industrial processes such as hydrogen production from nuclear energy, as well as their safety  upgrades. | YES |
|  | Fossil gas related activities |  |
| 4 | The undertaking carries out, funds or has exposures to construction or operation of electricity  generation facilities that produce electricity using fossil gaseous fuels. | YES |
| 5 | The undertaking carries out, funds or has exposures to construction, refurbishment, and  operation of combined heat/cool and power generation facilities using fossil gaseous fuels. | YES |
| 6 | The undertaking carries out, funds or has exposures to construction, refurbishment and operation  of heat generation facilities that produce heat/cool using fossil gaseous fuels. | YES |

11. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (denominator) - Capex- 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 2.6 | 0.00% | 2.6 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 2.2 | 0.00% | 2.2 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.6 | 0.00% | 0.6 | 0.00% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.1 | 0.00% | 0.0 | 0.00% | 0.1 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 16.9 | 0.01% | 16.9 | 0.01% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the  denominator of the applicable KPI | 3,255.8 | 2.59% | 3,241.1 | 2.57% | 14.8 | 0.01% |
| 8 | Total applicable KPI | 3,278.1 | 2.60% | 3,263.3 | 2.59% | 14.9 | 0.01% |

Note 1: The denominator of the applicable KPI is 125,892 million euros.

11. Nuclear and fossil gas related activities:

#### Taxonomy-aligned economic activities (denominator) - Turnover- 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.4 | 0.00% | 0.4 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 21.9 | 0.02% | 21.9 | 0.02% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.2 | 0.00% | 0.2 | 0.00% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.3 | 0.00% | 0.3 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the  denominator of the applicable KPI | 1,980.7 | 1.57% | 1,928.6 | 1.53% | 52.1 | 0.04% |
| 8 | Total applicable KPI | 2,003.4 | 1.59% | 1,951.3 | 1.55% | 52.1 | 0.04% |

Note 1: The denominator of the applicable KPI is 125,892 million euros.

Annual report 2025214

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

11. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (numerator) - Capex- 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 2.6 | 0.08% | 2.6 | 0.08% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 2.2 | 0.07% | 2.2 | 0.07% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.6 | 0.02% | 0.6 | 0.02% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.1 | 0.00% | 0.0 | 0.00% | 0.1 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 16.9 | 0.51% | 16.9 | 0.51% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the numerator  of the applicable KPI | 3,255.8 | 99.32% | 3,241.1 | 98.87% | 14.8 | 0.45% |
| 8 | Total amount and proportion of taxonomy-aligned economic  activities in the numerator of the applicable KPI | 3,278.1 | 100.00% | 3,263.3 | 99.55% | 14.9 | 0.45% |

11. Nuclear and fossil gas related activities:

Taxonomy-aligned economic activities (numerator) - Turnover- 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.4 | 0.02% | 0.4 | 0.02% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 21.9 | 1.09% | 21.9 | 1.09% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.2 | 0.01% | 0.2 | 0.01% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated  Regulation 2021/2139 in the numerator of the applicable KPI | 0.3 | 0.01% | 0.3 | 0.01% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the numerator  of the applicable KPI | 1,980.7 | 98.87% | 1,928.6 | 96.27% | 52.1 | 2.60% |
| 8 | Total amount and proportion of taxonomy-aligned economic  activities in the numerator of the applicable KPI | 2,003.4 | 100.00% | 1,951.3 | 97.40% | 52.1 | 2.60% |

Annual report 2025215

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

11. Nuclear and fossil gas related activities:

Taxonomy-eligible but not taxonomy-aligned economic activities - Capex- 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.26  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.1 | 0.00% | 0.1 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.27  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 4.7 | 0.00% | 4.7 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.28  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 26.1 | 0.02% | 26.1 | 0.02% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.29  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.30  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 1.1 | 0.00% | 0.0 | 0.00% | 1.1 | 0.00% |
| 6 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.31  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.6 | 0.00% | 0.6 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-eligible but not  taxonomy-aligned economic activities not referred to in rows 1  to 6 above in the denominator of the applicable KPI | 10,501.2 | 8.34% | 9883.7 | 7.85% | 617.4 | 0.49% |
| 8 | Total amount and proportion of taxonomy eligible but not  taxonomy- aligned economic activities in the denominator of  the applicable KPI | 10,533.7 | 8.37% | 9915.2 | 7.88% | 618.5 | 0.49% |

11. Nuclear and fossil gas related activities:

Taxonomy-eligible but not taxonomy-aligned economic activities - Turnover-2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | CCM+CCA | | CCM | | CCA | |
|  |  | Amount | % | Amount | % | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.26  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.27  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% | 0.0 | 0.00% | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.28  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 8.2 | 0.01% | 8.2 | 0.01% | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.29  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 111.5 | 0.09% | 111.5 | 0.09% | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.30  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 11.2 | 0.01% | 11.2 | 0.01% | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- eligible but not  taxonomy-aligned economic activity referred to in Section 4.31  of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.4 | 0.00% | 0.4 | 0.00% | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-eligible but not  taxonomy-aligned economic activities not referred to in rows 1  to 6 above in the denominator of the applicable KPI | 10,823.2 | 8.60% | 10,752.4 | 8.54% | 70.8 | 0.06% |
| 8 | Total amount and proportion of taxonomy eligible but not  taxonomy- aligned economic activities in the denominator of  the applicable KPI | 10,954.4 | 8.70% | 10,883.6 | 8.65% | 70.8 | 0.06% |

Annual report 2025216

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

11. Nuclear and fossil gas related activities:

Taxonomy non-eligible economic activities - Capex- 2024

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  | |
|  |  | Amount | % |
| 1 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% |
| 2 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% |
| 3 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% |
| 4 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% |
| 5 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% |
| 6 | Amount and proportion of taxonomy- eligible but not taxonomy-aligned economic activity  referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the  denominator of the applicable KPI | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-eligible but not taxonomy-aligned economic  activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI | 112,080.1 | 89.03% |
| 8 | Total amount and proportion of taxonomy eligible but not taxonomy- aligned economic  activities in the denominator of the applicable KPI | 112,080.1 | 89.03% |

11. Nuclear and fossil gas related activities:

Taxonomy non-eligible economic activities - Capex- 2024

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  |  | |
|  |  | Amount | % |
| 1 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 2 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 3 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 4 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 5 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 6 | Amount and proportion of economic activity referred to in row 1 of Template 1 that is  taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated  Regulation 2021/2139 in the denominator of the applicable KPI | 0.0 | 0.00% |
| 7 | Amount and proportion of other taxonomy-non-eligible economic activities not referred  to in rows 1 to 6 above in the denominator of the applicable KPI | 112,934.2 | 89.71% |
| 8 | Total amount and proportion of taxonomy-non-eligible economic activities in the  denominator of the applicable KPI | 112,934.2 | 89.71% |

Annual report 2025217

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

SN 7.3

#### Employees

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 6. Employees by region A | | |
|  | Number of employees | |
| Region | 2025 | 2024 |
| Spain | 34,142 | 34,940 |
| Brazil | 52,696 | 57,133 |
| Chile | 8,868 | 9,240 |
| Poland | 14,219 | 13,846 |
| Argentina | 7,778 | 8,100 |
| Mexico | 28,578 | 29,768 |
| Portugal | 5,354 | 5,316 |
| UK | 19,931 | 22,542 |
| USA | 10,950 | 11,341 |
| Others | 15,887 | 14,527 |
| Total | 198,403 | 206,753 |

A.At  year end, information from People, Culture & Organization  global platform for harmonized

people processes groupwide. Employee data is breakdown according to geographical criteria and

cannot be compared to the figures in the 'Economic  and Financial Report' chapter, which follow

management criteria. Employees refers to employees hired as described in chapter  [3.1. Our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157)

[employees.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157)  Santander Polska’s employees represent 5.5% of the total workforce in 2025.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 7. Employees by gender A | | |
|  | Number of employees (headcount) | |
| Gender | 2025 | 2024 |
| Male | 95,129 | 98,377 |
| Female | 103,213 | 108,319 |
| OtherB | 5 | 6 |
| Not declaredC | 56 | 51 |
| Total employees | 198,403 | 206,753 |

A. Employees at year end. At Santander Group, we record gender as stated on employees’ identity

documents (as required by each local administration and in line with the CSRD) and we break it

down into four categories: men, women (both available in all countries), plus other and not

declared (the latter two accepted only under the regulations of some countries). Santander Polska’s

employees represent 5.5% of the total workforce in 2025.

B. Additionally, in 12 countries the regulation allows us to voluntarily report gender identity,

guaranteeing privacy and equal treatment. Among those employees who have voluntarily reported

it,  2.2% identify themselves as non-binary, trans or others.

C. ‘Not declared’ refers to employees whose gender data is unavailable in Group systems at the

reporting date due to non-disclosure or legal restrictions, in line with applicable data protection

laws and voluntary disclosure rules applicable in some jurisdictions.

Annual report 2025218

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 8. Employees by management group and genderA | | | | | | | | | | | |
|  | Senior executives  B | | | | | | | | | | |
|  | 2025 | | | | |  | 2024 | | | | |
|  | Men | Women | Others | Not declared | Total |  | Men | Women | Others | Not declared | Total |
| Europe | 918 | 426 | 0 | 0 | 1,344 |  | 959 | 443 | 0 | 1 | 1,403 |
| North America | 181 | 64 | 0 | 0 | 245 |  | 198 | 72 | 0 | 0 | 270 |
| South America | 284 | 142 | 0 | 0 | 426 |  | 299 | 146 | 0 | 0 | 445 |
| Group total | 1,383 | 632 | 0 | 0 | 2,015 |  | 1,456 | 661 | 0 | 1 | 2,118 |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | Other executives C | | | | | | | | | | |
|  | 2025 | | | | |  | 2024 | | | | |
|  | Men | Women | Others | Not declared | Total |  | Men | Women | Others | Not declared | Total |
| Europe | 8,778 | 5,052 | 0 | 10 | 13,840 |  | 8,850 | 5,096 | 1 | 6 | 13,953 |
| North America | 3,859 | 2,630 | 0 | 4 | 6,493 |  | 3,881 | 2,622 | 0 | 3 | 6,506 |
| South America | 4,678 | 3,398 | 0 | 1 | 8,077 |  | 3,982 | 2,996 | 0 | 1 | 6,979 |
| Group total | 17,315 | 11,080 | 0 | 15 | 28,410 |  | 16,713 | 10,714 | 1 | 10 | 27,438 |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | Other employees | | | | | | | | | | |
|  | 2025 | | | | |  | 2024 | | | | |
|  | Men | Women | Others | Not declared | Total |  | Men | Women | Others | Not declared | Total |
| Europe | 31,404 | 37,094 | 3 | 39 | 68,540 |  | 32,654 | 39,201 | 3 | 37 | 71,895 |
| North America | 14,555 | 18,517 | 2 | 1 | 33,075 |  | 15,047 | 19,571 | 2 | 3 | 34,623 |
| South America | 30,472 | 35,890 | 0 | 1 | 66,363 |  | 32,507 | 38,172 | 0 | 0 | 70,679 |
| Group total | 76,431 | 91,501 | 5 | 41 | 167,978 |  | 80,208 | 96,944 | 5 | 40 | 177,197 |

A. At year end. In this and other tables, the units and representative offices in Asia, totalling 425 employees, are counted under Europe.

B. Senior Executives includes: Senior Executive VP. Executive VP and VP.

C. Other Executives includes Directors, Mangers, Experts and Branch Managers.

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 9. Employees by age bracketA | | | | | | | | | | | | | | | | | |
| Number and % of total | | | | | | | | | | | | | | | | | |
|  | 2025 | | | | | | | |  | 2024 | | | | | | | |
|  | aged < 30 | |  | aged 30 - 50 | |  | age over 50 | |  | aged < 30 | |  | aged 30 - 50 | |  | age over 50 | |
| Europe | 10,765 | 12.86% |  | 51,882 | 61.97% |  | 21,077 | 25.17% |  | 11,842 | 13.57% |  | 54,262 | 62.19% |  | 21,147 | 24.24% |
| North America | 9,457 | 23.75% |  | 24,783 | 62.25% |  | 5,573 | 14.00% |  | 10,485 | 25.33% |  | 25,239 | 60.97% |  | 5,675 | 13.71% |
| South America | 19,503 | 26.05% |  | 48,107 | 64.26% |  | 7,256 | 9.69% |  | 22,372 | 28.64% |  | 49,183 | 62.97% |  | 6,548 | 8.38% |
| Group total | 39,725 | 20.02% |  | 124,772 | 62.89% |  | 33,906 | 17.09% |  | 44,699 | 21.62% |  | 128,684 | 62.24% |  | 33,370 | 16.14% |

A.At year end.

Annual report 2025219

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 10. Employees by employment contract A | | | | | |  |  |  |  |  |  |
|  | 2025 | | | | |  | 2024 | | | | |
|  | Men | Women | Other | Not  declared | Total |  | Men | Women | Other | Not  declared | Total |
| Number of employees | 95,129 | 103,213 | 5 | 56 | 198,403 |  | 98,377 | 108,319 | 6 | 51 | 206,753 |
| Number of permanent  employees | 93,290 | 100,891 | 4 | 53 | 194,238 |  | 96,541 | 105,942 | 6 | 13 | 202,502 |
| Number of temporary  employees | 1,839 | 2,322 | 1 | 3 | 4,165 |  | 1,836 | 2,377 | 0 | 38 | 4,251 |
| Number of full-time  employees | 94,060 | 98,121 | 4 | 56 | 192,241 |  | 97,163 | 102,740 | 5 | 50 | 199,958 |
| Number of part-time  employees | 1,069 | 5,092 | 1 | 0 | 6,162 |  | 1,214 | 5,579 | 1 | 1 | 6,795 |
| Number of non-  guaranteed hours  employees | 0 | 0 | 0 | 0 | 0 |  | 0 | 0 | 0 | 0 | 0 |

A. At year end 98%  of employees in Santander have a permanent employment contract and 97% have full-time contract, as in 2024. For additional definitions see 7.

Employees by gender.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| 11. Collective bargaining coverage and social dialogueA | | | |
|  |  |  |  |
|  | Collective Bargaining Coverage | | Social dialogue |
| Coverage Rate | Employees – EEA (European Economic  Area) (for countries with >50 empl.  representing >10% total empl) | Employees – Non-EEA  (estimate for regions with >50 empl.  representing >10% total empl) | Workplace representation (EEA only)  (for countries with >50 empl.  representing >10% total empl) |
| 0-19% | Poland | United States |  |
| 20-39% |  | Mexico |  |
| 40-59% |  |  |  |
| 60-79% |  |  |  |
| 80-100% | Portugal and Spain | Argentina, Brazil, Chile and  United  Kingdom | Spain, Poland and Portugal |

A. Percentage of employees covered by collective agreement, as defined by CSRD. The collective bargaining and social dialogue figures

remain as in 2024.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| 12. Turnover by region A,B | | | | | |
|  | 2025 | |  | 2024 | |
|  | Total | Turnover ratio  C |  | Total | Turnover ratio |
| Europe | 10,326 | 12.08% |  | 10,464 | 11.77% |
| North America | 9,176 | 22.55% |  | 9,905 | 23.38% |
| South America | 20,112 | 25.86% |  | 19,726 | 25.33% |
| Group total | 39,614 | 19.42% |  | 40,095 | 19.17% |

A. Employees who ended definitely their employment relation with Santander entities through 2025, it does not include

temporary leave or transfer between Santander companies. Information from People, Culture & Organization global

platform used harmonized people processes groupwide.

B. The total number of terminated employees was 1% below than last year, the turnover rate remained stable compared to the

previous year,  53.7%  of those laid off are women, in line with the distribution of our workforce. The total number of

employees leaving Santander Polska in 2025 represents 3.7%.

C. Turnover rate is calculated over average headcount of the period.

Annual report 2025220

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 13. Average remuneration by management group, gender, and age bracket A | | | | | | | | | | | |
|  | 2025 | | | | |  | 2024 | | | | |
|  | Women | Men | OtherB | Not  declaredB | Total C |  | Women | Men | OtherB | Not  declaredB | Total C |
| Gender | 45,836 | 73,357 | - | - | 58,984 |  | 41,822 | 65,625 | - | - | 53,131 |
|  | Senior  executives | Other  executives | Other  employees |  | Total |  | Senior  executives | Other  executives | Other  employees |  | Total |
| Management  group | 598,760 | 144,997 | 38,933 |  | 58,984 |  | 524,748 | 129,847 | 36,834 | - | 53,131 |
|  | <30 | 30-50 | >50 |  | Total |  | <30 | 30-50 | >50 |  | Total |
| Age bracket | 25,179 | 59,225 | 96,488 |  | 58,984 |  | 23,329 | 53,353 | 88,044 | - | 53,131 |

A. It includes gross annual salary and comparable supplements, pension schemes and variable remuneration.

B. The categories requested by CSRD, by gender and age groups have been used. Groups with less than 50 employees (others, not declared) are not included because they are

not statistically relevant and to avoid statistically erroneous conclusions.

C. Our employees’ average remuneration increased by 11%. This variation is not comparable with 2024 due to staff turnover (hires, departures and promotions) and

movements in relative exchange rates. The exchange rates required by the European Central Bank for regulatory remuneration reporting are applied.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 14. Remuneration ratios | |  |
|  | 2025 | 2024 |
| Hourly GPG ratio (average) | 35% | 36% |
| GPG ratio (median) A | 26% | 26% |
| EPG ratio | <1 | c. 0 |
| Remuneration ratio B | 361.9 | 367.1 |

A. GPG Ratio (median) includes annual base salary and variable remuneration paid in the year.

B.Ratio of the annual remuneration of the highest-paid person performing executive functions

(salary, pension plan contributions and variable remuneration) divided by the median

annual remuneration of the remaining employees (excluding the highest-paid person).

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| 15. Average remuneration of senior management (with variable remuneration not linked to  long-term objectives) | | | | | | | |
| Thousand euros | 2025 | | |  | 2024 | | |
|  | Men | Women | Total |  | Men | Women | Total |
| Executive directors | 9,489 | 11,977 | 10,733 |  | 9,137 | 12,127 | 10,632 |
| Non-executive directors | 347 | 357 | 350 |  | 285 | 356 | 309 |
| Senior management  A | 4,135 | 1,917 | 3,839 |  | 3,898 | 1,380 | 3,538 |

A. Members of senior management at year-end. This includes the non-executive directors who served on the board

of directors during the year. Where there have been changes in its composition, both outgoing and incoming

directors have been taken into account, as well as the remuneration received by each.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| 16. Average remuneration of senior management linked to long-term objectives (fair value) | | | | | | | |
| Thousand euros | 2025 | | |  | 2024 | | |
|  | Men | Women | Total |  | Men | Women | Total |
| Executive directors | 1,938 | 2,804 | 2,371 |  | 1,611 | 2,332 | 1,972 |
| Senior management | 660 | 231 | 603 |  | 553 | 170 | 498 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| 17. Senior management compositionA | | | | | | | |
| Number | 2025 | | |  | 2024 | | |
|  | Men | Women | Total |  | Men | Women | Total |
| Executive directors | 1 | 1 | 2 |  | 1 | 1 | 2 |
| Non-executive directors | 8 | 5 | 13 |  | 10 | 5 | 15 |
| Senior management | 13 | 2 | 15 |  | 12 | 2 | 14 |

A.This includes the non-executive directors who served on the board of directors during the year. Where there have

been changes in its composition, both outgoing and incoming directors have been taken into account. Members of

the senior management at the end of the year.

Annual report 2025221

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 18. Training | |  |
|  | 2025 | 2024 |
| Total hours of training | 5,075,133 | 5,286,317 |
| % employees trained  A | 94.6 | 94.4 |
| Total attendees  B | 7,507,232 | 6,925,442 |
| Hours of training per employee C | 24.9 | 25.3 |

A. Calculation based on year-end headcount. The total number of training hours at Santander Polska in

2025 represents 5.5%.

B. Training courses completed by our employees during 2025 (8% higher vs. 2024).

C. Calculation based on average headcount during the year. 3.3 days of learning. Women completed an average of

25.7 hours and men 23.9 hours.

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 19. Hours of training by gender and management groupA | | | | | |  |  |  |  |  |  |
| Gender | 2025 | | | | |  | 2024 | | | | |
| Men | Women | Others | Not  declared | Total |  | Men | Women | Others | Not  declared | Total |
| 2,325,003 | 2,739,434 | 150 | 10,546 | 5,075,133 |  | 2,413,371 | 2,872,035 | 111 | 800 | 5,286,317 |
| Management  level | Senior  executive | Other  executive | Other  employees |  | Total |  | Senior  executive | Other  executive | Other  employees |  | Total |
| 44,122 | 666,259 | 4,364,752 | - | 5,075,133 |  | 52,476 | 857,065 | 4,376,775 | - | 5,286,317 |

A. The total training hours completed by our employees were 4% lower than in 2024, although the total number of training sessions

completed was higher, driven by the digitalisation and optimisation of courses, as well as changes in our workforce. The total number of

training hours at Santander Polska in 2025 represents 5.5%.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| 20. Occupational health and safety A,H | | | | | | | |
|  | 2025 | | |  | 2024 | | |
|  | Men | Women | Total |  | Men | Women | Total |
| Number of fatal occupational accidents or  work-related illness | 0 | 0 | 0 |  | 0 | 0 | 0 |
| Work-related illness B | 6 | 16 | 22 |  | 1 | 2 | 3 |
| Total number of accidentsC | 166 | 467 | 633 |  | 317 | 633 | 950 |
| Work-related accident rate (CSRD criterion,  equivalent to the frequency rate of Law  11/2018)  D | 0.61 | 1.58 | 1.12 |  | 1.15 | 2.08 | 1.64 |
| Total number of days of absence due to  accidents  E | 6,398 | 21,360 | 27,758 |  | 12,617 | 24,094 | 36,711 |
| Accident rateF | 0.02 | 0.05 | 0.04 |  | 0.03 | 0.06 | 0.05 |
| Severity rate  G | 0.02 | 0.07 | 0.05 |  | 0.05 | 0.08 | 0.06 |

A. As in the rest of this chapter, we only include information about our employees.

B. Information is reported for the entire Santander Group in line with local occupational disease regulations where these are regulated

nationally and/or for specific jobs. These events are recorded once the occupational cause has been confirmed following the relevant

specialised investigation by the occupational health experts required under each jurisdiction. In Brazil, in line with local practice, external

judicial rulings are not included.

C. We report occupational injuries that can be documented in 2025, including accidents while commuting. We standardized criteria,

processes and systems across our footprint to calculate leave on medical grounds in every market. Banco Santander only considers

occupational accidents and illnesses that, following expert review, are recognized as work-related and reported to official bodies (e.g. in

Brazil, through a comunicação de acidente de trabalho — CAT, or work-related accident notice — to the Instituto Nacional do Seguro

Social — INSS, National Social Security Institute). In Brazil, this indicator only considers absences due to occupational accident of 15 days

or more. In the occupational accident ratios, the United States is excluded because it uses a local system that is not integrated into the

Group’s platform; the number of accidents resulting in absence in the United States is not material (1% of the Group total). The total

number of accidents at Santander Bank Polska in 2025 represents 7.1%.

D. Number of occupational accidents with leave for every 1,000,000 theoretical working hours.

E. Includes days of absence due to occupational accidents or occupational diseases resulting in absence, in line with the above definitions.

F. Ratio of hours missed due to an occupational accident divided by the total number of theoretical hours worked by employees in the year.

G. Days missed due to occupational accident with leave for every 1,000 theoretical working hours. Hours worked are theoretical.

H. In addition, in all units our employees have recorded 15.3 million hours of absence due to health reasons (16.4 million hours in 2024).

Annual report 2025222

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

SN 7

#### .4 Customers

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| 21. Group customersA | | | |
|  | 2025 | 2024 | var. |
| Europe | 47,080,494 | 46,820,826 | 1% |
| Spain | 15,361,751 | 15,307,491 | —% |
| United Kingdom | 22,719,618 | 22,541,474 | 1% |
| Portugal | 2,970,542 | 2,988,779 | (1)% |
| Poland | 6,023,727 | 5,978,671 | 1% |
| Others EuropeB | 4,856 | 4,411 | 10% |
| South America | 86,303,021 | 80,404,762 | 7% |
| Brazil | 73,948,413 | 69,454,776 | 6% |
| Chile | 4,608,182 | 4,311,488 | 7% |
| Argentina | 5,412,475 | 5,117,205 | 6% |
| Others South America C | 2,333,951 | 1,521,293 | 53% |
| North America | 26,945,104 | 25,762,219 | 5% |
| United StatesD | 4,368,527 | 4,473,683 | (2)% |
| México | 22,576,577 | 21,288,536 | 6% |
| Digital Consumer Bank | 19,892,525 | 19,549,525 | 2% |
| Santander Consumer Bank E | 16,186,185 | 16,953,371 | (5)% |
| Santander Digital F | 3,706,340 | 2,596,154 | 43% |
| Total | 180,221,144 | 172,537,332 | 4% |

A. Figures corresponding to total customers.

B. Includes the rest of Private Banking and other CIB Europe.

C. Includes Uruguay, Peru and Colombia. In Peru, the increase is driven by the acquisition of

CrediScotia Financiera.

D. Includes BPI Miami

E. SCF includes customers in all European countries, including the UK.

F. Increase driven by the growth of the Zinia digital platform.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| 22. Dialogue by channel | | | |
|  | 2025 | 2024 | Var .2025/2024 %. |
| Branches |  |  |  |
| Number of branches A | 7,124 | 8,086 | (11.9)% |
| Digital banking B |  |  |  |
| Digital customers C (millions) | 63.0 | 59.3 | 6.2% |

A.Reduction in the number of branches in line with Group’s strategy. For both the 2025 and 2024 figures,

CartaSur points of sale and Argentina’s banking service points (PAB) have been included, while

operational points that do not provide customer service to clients in Colombia have been excluded.

B. Santander Consumer Finance not included.

C.Counts once for customers of both Internet and mobile banking. It excludes Openbank Mexico.

Annual report 2025223

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 23. NPS ranking by country | | |
|  | 2025 | 2024 |
| Argentina | 1 | 2 |
| Brazil | 2 | 5 |
| Chile | 2 | 1 |
| Uruguay | 2 | 1 |
| Spain | 3 | 3 |
| Poland | 3 | 3 |
| Portugal | 3 | 3 |
| UK | 5 | 4 |
| Mexico | 3 | 3 |
| USA | 3 | 6 |

NPS to measure customer satisfaction, audited by Stiga/Deloitte.

Santander position vs. competitors (Official Peer Group by countries). Key peers by country: Argentina:

Galicia, BBVA, ICBC, HSBC, Banco Macro, Banco de la Nación; Brazil: Itaú, CEF, Bradesco, Banco do Brasil,

Nubank; Chile: BCI, Banco de Chile, Itaú, Scotiabank, Banco Estado; Uruguay: Brou, Itaú, BBVA, Scotiabank;

Spain: ING, Bankinter, BBVA, Caixabank, Sabadell, Unicaja; Poland: ING, Millenium, MBank, Bank Polski,

Bank Pekao, BNP Paribas; Portugal: BPI, Millenium BCP, CGD, Novo Banco, Montepio; UK: Nationwide,

Barclays, Halifax, NatWest Gr., Lloyds, HSBC, TSB; Mexico: BBVA, Nubank, Scotiabank, Banorte, HSBC,

Banamex, Banco Azteca; US: Chase, Capital One, Bank of America, PNC, Wells Fargo, KeyBank, Citizens,

Citigroup, TD Bank, M&T Bank, Truist.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 24. Total complaints A | | |
|  | 2025 | 2024 |
| Spain B | 82,650 | 156,460 |
| Portugal | 2,857 | 3,588 |
| United Kingdom | 32,321 | 30,778 |
| Poland | 5,172 | 4,209 |
| Brazil B | 285,723 | 226,976 |
| Mexico B | 57,258 | 71,082 |
| Chile | 11,074 | 10,458 |
| Argentina | 5,542 | 6,351 |
| US B | 9,102 | 6,256 |
| SCF B | 281,081 | 165,478 |
| Total | 772,780 | 681,636 |

A. Compliance metrics based on group-wide criteria, homogeneous for all geographies.  Include

complaints received through formal channels such as the official complaints service (if exists), public or

private  consumer organisations and agencies, senior management, customer ombudsmen (if exists),

regulator channels.  82.6% of complaints resolved in favour of the Bank.

B. Overall positive evolution of formal complaints that remain concentrated in the largest retail business:

Brazil, SCF, Spain and Mexico. Excluding the UK specific dealer commissions issue, there has been a year-

on-year decrease of 4%. Material improvements in Mexico, mainly in first contact resolution and fraud

management, and Spain, following the 2024 Supreme Court ruling on mortgage fees matter. Continued

trend of increased complaints generated by Complaints Management Companies / influencers, but with

significant majority not upheld (Brazil / USA).

SN 7.5

#### Financial inclusion

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 25. People financially includedA,B | | |
| million people (Accumulated since 2023) | 2025 | 2024 |
| Access | 2.9 | 1.9 |
| Finance | 3.5 | 2.4 |
| Total | 6.3 | 4.3 |

A. A new target for people financially included was launched in 2023, which considers access and

finance initiatives (the previous target also included financial education). The figures reflect only

the new people financially included since 2023 (unique people).

B.  The figure of people financially included through Santander Polska in 2025 is 0.5 million.

Annual report 2025224

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 26. Microfinance | | |
| million euros / people | 2025 | 2024 |
| Total credit disbursed  A | 1,258 | 1,270 |
| Total microentrepreneurs supported | 1.8 | 1.3 |

A. The increase in microentrepreneurs supported is mainly due to the bank's objective to expand its

microfinance programmes in Latin America.

SN 7.6

#### Community support

27 . Community Support

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | | |
| million euros | 2025 | 2024 |
| Support for higher education,  employability, and entrepreneurship | 102.1 | 103.8 |
| Other local initiatives | 61.7 | 62.5 |
| Total | 163.7 | 166.4 |

28. People and organizations helped

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 28.1 Through Santander UniversitiesA | | |
|  | 2025 | 2024 |
| Higher education B | 1,773,549 | 34,062 |
| Employability C | 2,829,483 | 2,078,051 |
| EntrepreneurshipD | 59,569 | 52,570 |
| Total E | 4,626,147 | 2,164,683 |

A. The scope of reporting on people and businesses supported has been broadened in 2025 to include

not only beneficiaries within the impact perimeter but also those outside it, in line with the

methodology for Calculating People Supported under Santander Universities, updated this year.

Universities helped are included

B. The increase in the number of people supported in education is due to  Campus Digital.

C. The number of people enrolled in unlimited-access programmes to enhance their employability

continues to increase significantly.

D. In 2025, open-access training programmes (with unlimited places) were launched to support

entrepreneurship training.

E. The sum of the strategic pillars exceeds the total figure, as duplicates are removed for individuals

supported in both education and employability.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 28.2 Through other local initiativesA,B | | |
|  | 2025 | 2024 |
| Education, Employability and  Entrepreneurship | 707,387 |  |
| Financial education and Vulnerable people | 3,886,777 | - |
| Culture and Institutional activities | 353,481 | - |
| Other local specific needs | 278,656 | - |
| Total | 5,226,301 | - |

A. 2025 data is not comparable with previous years due to changes in the methodology and increase

in the scope of reporting.

B. The figure of people and organizations helped through Santander Polska in 2025 is 1.1 million.

Annual report 2025225

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

SN 7.7

#### Tax contribution

We pay taxes in the jurisdictions where we earn a profit. Thus, the

profits obtained, and the taxes accrued and paid, correspond to the

countries where we operate.

For every EUR 100 in total income, the Group pays EUR  35 in taxes,

including EUR 15  in taxes paid directly by Santander and EUR 20 in

taxes collected from third parties.

The taxes Santander pays directly (see table below) include non-

recoverable value added tax (VAT), employers' social security

contributions, charges levied on banks and financial transactions in

Spain, the UK, Poland, Portugal, Brazil and Argentina, and other

taxes.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| 29. Total taxes paid | | | | | |
| EUR million | | | | | |
| 2025 | | | | | |
| Jurisdiction | Corporate  income tax A | Other  taxes paid | Total  own taxes paid B | Third-party  taxes C | Total  contribution |
| Spain | 792 | 1,236 | 2,028 | 2,155 | 4,183 |
| UK | 169 | 521 | 690 | 623 | 1,313 |
| Portugal | 437 | 168 | 605 | 340 | 945 |
| Poland | 543 | 341 | 884 | 354 | 1,238 |
| Germany | 60 | 66 | 126 | 288 | 414 |
| Rest of Europe | 665 | 361 | 1,026 | 339 | 1,365 |
| Total Europe | 2,666 | 2,693 | 5,359 | 4,099 | 9,458 |
| Brazil | 1,204 | 549 | 1,753 | 3,021 | 4,774 |
| Mexico | 558 | 567 | 1,125 | 1,210 | 2,335 |
| Chile | 35 | 83 | 118 | 320 | 438 |
| Argentina | 133 | 464 | 597 | 2,825 | 3,422 |
| Uruguay | 29 | 95 | 124 | 95 | 219 |
| Rest of Latin America | 51 | 30 | 81 | 20 | 101 |
| Total Latin America | 2,010 | 1,788 | 3,798 | 7,491 | 11,289 |
| United States | 268 | 111 | 379 | 924 | 1,303 |
| Other | 10 | 7 | 17 | 6 | 23 |
| TOTAL | 4,954 | 4,599 | 9,553 | 12,520 | 22,073 |

A. The Group's income tax for the year 2024 amounted to EUR 5,880 mn

B. Total own taxes paid for all these concepts amounted to EUR 9,553 million, broken down as EUR 4,954 million in corporate income tax  (including EUR 392 million in tax on

net interest income and fees in Spain), EUR 1,123  million in non-recoverable VAT and other sales taxes, EUR 1,913 million in employer-paid payroll taxes, EUR 90  million in

property taxes, EUR 392 million in bank levies and EUR  1,081 million in other taxes.

C. Total third-party taxes amounted to EUR 12,520 million, broken down as EUR  3,364 million in salary withholdings and employees' social security contributions, EUR 1,464

million in recoverable VAT, EUR 2,835 million in tax deducted at source on capital, EUR 463 million in non-resident taxes, EUR  377 million in property taxes, EUR  335 million

in stamp taxes, EUR 2,253 million in taxes related to the financial activity and EUR 1,429  million in other taxes.

Annual report 2025226

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

SN 8. Additional metrics to comply with Spanish Act 11/2018

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 1. Average employees, by contract type and gender | | | | | | | | | | | |
|  | 2025 | | | | |  | 2024 | | | | |
|  | Women | Men | Other | Not  declared | Total |  | Women | Men | Other | Not  declared | Total |
| Average employees | 106,539 | 97,284 | 6 | 106 | 203,936 |  | 109,762 | 99,257 | 6 | 86 | 209,112 |
| Average permanent  employees | 104,084 | 95,445 | 5 | 71 | 199,606 |  | 107,404 | 97,487 | 6 | 64 | 204,960 |
| Average temporary  employees | 2,455 | 1,839 | 1 | 35 | 4,330 |  | 2,358 | 1,771 | 0 | 22 | 4,151 |
| Average full-time  employees | 101,123 | 96,099 | 5 | 100 | 197,326 |  | 103,837 | 98,023 | 6 | 83 | 201,949 |
| Average part-time  employees | 5,417 | 1,185 | 1 | 7 | 6,609 |  | 5,925 | 1,234 | 0 | 3 | 7,163 |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| 2. Average employees, by contract type and age bracket | | | | | | | | | |
|  | 2025 | | | |  | 2024 | | | |
|  | Under 30 | 30-50 | Over 50 | Total |  | Under 30 | 30-50 | Over 50 | Total |
| Average employees | 42,540 | 127,674 | 33,722 | 203,936 |  | 46,556 | 129,728 | 32,828 | 209,112 |
| Average permanent  employees | 40,559 | 125,623 | 33,423 | 199,606 |  | 44,748 | 127,682 | 32,531 | 204,960 |
| Average temporary  employees | 1,981 | 2,051 | 299 | 4,330 |  | 1,808 | 2,046 | 297 | 4,151 |
| Average full-time  employees | 41,522 | 123,802 | 32,002 | 197,326 |  | 45,412 | 125,537 | 30,999 | 201,949 |
| Average part-time  employees | 1,018 | 3,871 | 1,720 | 6,609 |  | 1,143 | 4,191 | 1,829 | 7,163 |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| 3. Average employees, by contract type and management group. | | | | | | | | | |
|  | 2025 | | | |  | 2024 | | | |
|  | Senior  executive | Other  executive | Other  employees | Total |  | Senior  executive | Other  executive | Other  employees | Total |
| Average employees | 2,101 | 29,250 | 172,585 | 203,936 |  | 2,273 | 30,748 | 176,091 | 209,112 |
| Average permanent  employees | 2,087 | 29,042 | 168,477 | 199,606 |  | 2,253 | 30,291 | 172,416 | 204,960 |
| Average temporary  employees | 14 | 208 | 4,108 | 4,330 |  | 20 | 457 | 3,674 | 4,151 |
| Average full-time  employees | 2,091 | 28,968 | 166,267 | 197,326 |  | 2,263 | 30,234 | 169,452 | 201,949 |
| Average part-time  employees | 9 | 281 | 6,318 | 6,609 |  | 10 | 514 | 6,639 | 7,163 |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 4. Dismissals, by gender, management group and age bracket | | | | | | | | | | |  |
|  | 2025 | | | | |  | 2024 | | | | |
|  | Women | Men | Other | Not  declared | Total |  | Women | Men | Other | Not  declared | Total |
| Gender | 7,942 | 6,595 | 1 | 8 | 14,546 |  | 7,755 | 6,599 | 2 | 29 | 14,385 |
|  | Senior  executive | Other  executive | Other  employees |  | Total |  | Senior  executive | Other  executive | Other  employees |  | Total |
| Management  group | 90 | 1,571 | 12,885 |  | 14,546 |  | 114 | 1,229 | 13,042 |  | 14,385 |
|  | <30 | 30-50 | >50 |  | Total |  | <30 | 30-50 | >50 |  | Total |
| Age bracket | 4,122 | 8,481 | 1,943 |  | 14,546 |  | 4,495 | 7,866 | 2,024 |  | 14,385 |

A. Dismissal: the unilateral termination of an employment contract by decision of the company includes departures within

the framework of reorganisation processes, for individual performance reasons or disciplinary measures. It does not

include temporary absences or transfers to other Group companies.

Annual report 2025227

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

SN 9. Alternative performance measures (APMs)

The following are additional alternative performance measures

(APMs) to those listed in section  [8](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778)  of the chapter  ['Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)

[Financial Review'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) . The metrics we use in this report have not been

subject to further third-party verification beyond the scope of

limited assurance.

#### Data related to tax contribution

The profits obtained, and the taxes accrued and paid, correspond to

the countries where we operate.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Taxes paid by the Group |  | The taxes Santander pays directly are included in the cash flow statement  and mainly stem from the corporate income tax paid. They also include  non-recoverable value added tax (VAT), employers' social security  contributions, charges levied on banks and financial transactions in the  geographies were we operate, and other taxes.  See data in the section [SN 7.7 Tax contribution](#i6ecb2a0d58d04b53bfadfa2a833efaa7_262)  of this chapter. |  | It reflects how the Bank complies  with its commitment to tax  transparency in the jurisdictions  where it operates. |
| Third-party taxes |  | These are those generated by the development of our economic activity.  This is the sum of  salary withholdings and employees' social security  contributions, recoverable VAT, tax deduced at source on capital, non-  resident taxes, property taxes, stamp taxes, taxes related to the financial  activity, and others.  See data in the section  [SN 7.7 Tax contribution](#i6ecb2a0d58d04b53bfadfa2a833efaa7_262)  of this chapter. |  |
| Total tax contribution |  | The Group's total tax contribution includes the taxes paid by the Group as a  direct cost and the taxes collected from third parties in the course of our  economic activity.  See data in the section  [SN 7.7 Tax contribution](#i6ecb2a0d58d04b53bfadfa2a833efaa7_262)  of this chapter. |  |

#### Data related to sustainable finance

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Green finance raised and  facilitated |  | Nominal amount of project finance, financial advisory, project bonds, green  bonds (DCM), export finance, mergers and acquisitions (M&A), and equity  capital markets (ECM) transactions ranked by the ESG Classification  Meeting and reported in the League Tables of Infralogic, Bloomberg,  Dealogic, and TXF since the beginning of the year.  See data in section [2. Climate transition plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) and  [SN 7.1 Green transition](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244)  (Table 1. Green finance) in this chapter. |  | It reflects Santander's ambition and  contribution to helping our  customers, and society as a whole,  in the transition to a low-carbon  economy. |
| Financing volume of  renewable energy projects |  | Nominal amount of renewable energy projects (greenfield and brownfield)  financed since the beginning of the year and reported externally as reported  in Infralogic's League Tables for project financing.  See data in section  [Sustainability 2025 summary](#i6ecb2a0d58d04b53bfadfa2a833efaa7_49) of this chapter. |  |
| Financing volume of  renewable electric vehicles |  | Financing volume of vehicles powered exclusively by a rechargeable electric  battery (no petrol engine).  See data in section  [Sustainability 2025 summary](#i6ecb2a0d58d04b53bfadfa2a833efaa7_49)  of this chapter. |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Credit disbursed to  microentrepreneurs (EUR) |  | Total amount of credit disbursed during the year to low-income  entrepreneurs with low access to banking services, or with difficulties in  accessing credit, with the objective of creating and/or growing their  businesses. Data includes information on microfinance programmes in  Brazil, Colombia, Mexico and Peru.  See data in section [Sustainability 2025 summary](#i6ecb2a0d58d04b53bfadfa2a833efaa7_49)  and [SN 7.5 Financial](#i6ecb2a0d58d04b53bfadfa2a833efaa7_256)  [inclusion](#i6ecb2a0d58d04b53bfadfa2a833efaa7_256) (Table 27. Microfinance) of this chapter. |  | It reflects Santander's ambition and  contribution to help address  financial inclusion challenges in the  markets where we operate. |

Annual report 2025228

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Data related to financed emissions

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Financed emissions  from corporates and  projects |  | For the financed emissions associated with business loans, equities, investments, bonds, and  projects we calculate the emissions in accordance with the methodology established by  management that is based on the Partnership for Carbon Accounting Financials (PCAF) standard  for financed emissions.  The financed emissions for a corporate client portfolio are calculated using the following  equation:  Financed emissions = Attribution Factor x Emissions  The following equations are used to determine the attribution factor at company level:  Attribution Factor = Outstanding amount / Total Enterprise Value  In the case of corporate business loans (CIB alignment targets), Banco Santander calculates the  Total Value of the Company (used to obtain the emissions attribution factor) by adding the total  equity and debt of the company to avoid the high volatility in market capitalization.  In the case of Project Finance, the financed emissions for a Project are calculated using the  production and an emission factor.  We use as data sources (non-exhaustive): annual/Sustainability Reports of our customers, Asset  Impact, Capital IQ, Carbon Disclosure Project, S&P Trucost, Transition Pathway Initiative, Wood  Mackenzie, IBA, JATO, Global data and PCAF database.  See data in section [Our transition plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232) in this chapter. |  | These metrics  reflect Santander’s  ambition and  contribution to  addressing the  challenges of  emissions  measurement,  supporting our  customers in their  objectives and  aligning portfolios to  progress on our  ambition towards  net zero emissions  by 2050. |
| Auto – lending |  | For the auto lending portfolio for Santander Consumer Finance Europe the financed emissions  are those associated with the passenger cars financed and leased (passenger cars being the  most material vehicle type in the Auto portfolio). These are calculated following the PCAF  methodology:  Financed emissions = ∑ emissions per vehicle / ∑ attributed annual distance  Emissions per vehicle = vehicle emissions × attribution factor × annual distance  To determine the attribution factor of each of the loans, the following formula is used:  Attribution factor = Outstanding amount / vehicle value at origination  The vehicle emissions are calculated using the emissions of each specific vehicle, where  available, multiplied by the annual distance estimated for each vehicle and by the attribution  factor.  See data in section [Our transition plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232) in this chapter. |  |
| Mortgages and  Commercial Real  Estate |  | Mortgages and commercial real estate portfolio emissions lending on residential mortgages  includes Scope 1 and 2 emissions based on actual (where available) and modelled EPC's. We  define this asset class as on balance sheet loans for specific consumer purposes – namely the  purchase and refinance of residential property.  The following calculation approach was used to arrive at the financed emissions for each of the  properties in the portfolio:  Financed emissions = building emissions x LTV  The attribution factor is the outstanding amount of the loan as per the reporting year for each  mortgage, divided by the total property value at origination for each building.  See data in section [Our transition plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232) in this chapter. |  |
| Agriculture |  | Agriculture portfolio emissions for Santander Brazil from lending to farmers associated with  primary production activities in Brazil (agriculture and livestock activities), financed through  Retail mechanisms. Assessment includes Scope 1 and 2 emissions.  In this sector, Santander’s financed emissions estimation is based on GHG Protocol guidance and  PCAF methodology, with adaptations to accommodate data availability in retail agriculture  portfolio.  Land management emissions:  The general equations used to calculate financed emissions of an agricultural activity are as  follows:  Financed emissions = ∑ quantity produced or area of production or number of animals x Emission  factor  Emission factor sources include the GHG Protocol Brazil Tool for the Agricultural Sector, the  Reference Report from Brazil's IV National Inventory, among other specialized literature.  Land Use Change (LUC) emissions:  The total LUC emissions for the portfolio are calculated for each property: collecting shapefiles  of farms associated with the operations financed in the retail portfolio, computing annual tree-  cover loss areas (in hectares), for the last 20 years, for each property, and evaluate  corresponding carbon stock loss using emission factors, applying the Linear Discounting  Methodology, and calculating the attribution factor for emissions related to Santander.  Sources (non-exhaustive): properties’ Rural Environmental Registry number, MapBiomas  Collection 8, Brazil´s IV National Inventory Carbon Map.x  See data in section [Our transition plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232) in this chapter. |  |
| Sovereign bonds |  | For the sovereign bonds portfolio we calculate the financed emissions following the PCAF  standard recommendations, as follows:  Attributed emissions = Exposure to Sovereign Bond (USD) / PPP-adjusted GDP (international  USD) x Sovereign Emissions (tCO2e)  See data in section  [Our transition plan](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232)  in this chapter. |  |

Annual report 2025229

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Data related to responsible investment

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Socially responsible  investment assets under  management (SRI AUM) |  | Value corresponding to total volume of assets under management  registered as article 8 - promoting ESG characteristics - and 9 - with explicit  sustainability objectives - of the Sustainable Finance Disclosure Regulation  (SFDR, EU Reg. 2019/2088) except for illiquid investments in Private  Banking which are reported in terms of committed capital. It includes: i)  assets managed or advised by Santander Asset Management (SAM) and  other Group asset managers in the EU and, using equivalent criteria, in  countries where SFDR does not apply; and ii) third party funds and assets  under advise deemed sustainable investments according to either SFDR  (Article 2.17) or internal criteria as per SFICS.  See data in section 3.2.2 Responsible investment and social finance  of this  chapter. |  | It reflects Santander's ambition and  contribution to promote  responsible investment. It also  allows our managers and bankers  to have a more complete vision of  the assets in which to invest and  identify competitive advantages  and mitigate risks. |

#### Data related to community support

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Support for education,  employment and  entrepreneurship |  | Total amount invested to support education, employment and  entrepreneurship.  See data in section  [3.2.4 Community support](#i6ecb2a0d58d04b53bfadfa2a833efaa7_184)  and  [SN 7.6 Community](#i6ecb2a0d58d04b53bfadfa2a833efaa7_259)  [support](#i6ecb2a0d58d04b53bfadfa2a833efaa7_259)  (table 27. Community support) of this chapter. |  | It reflects Santander's ambition and  contribution to promoting (beyond  our business operations) the  progress and inclusive and  sustainable growth of the  communities where we are  present. |
| Support for other local  initiatives |  | Total amount invested through local initiatives to promote childhood  education, social welfare (especially among vulnerable groups), art and  culture.  See data in section  [3.2.4 Community support](#i6ecb2a0d58d04b53bfadfa2a833efaa7_184)  and  [SN 7.6 Community](#i6ecb2a0d58d04b53bfadfa2a833efaa7_259)  [support](#i6ecb2a0d58d04b53bfadfa2a833efaa7_259) (table 27. Community support) of this chapter. |  |
| Total community support |  | Sum of investment in education, employability and entrepreneurship, plus  investment in other community support programmes.  See data in section [3.2.4 Community support](#i6ecb2a0d58d04b53bfadfa2a833efaa7_184)  and  [SN 7.6 Community](#i6ecb2a0d58d04b53bfadfa2a833efaa7_259)  [support](#i6ecb2a0d58d04b53bfadfa2a833efaa7_259) (table 27. Community support)of this chapter. |  |

#### Data related to suppliers

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Payments to suppliers |  | Total amount of payments made to suppliers outside the Group.  See data in section [4.4 Our suppliers](#i6ecb2a0d58d04b53bfadfa2a833efaa7_211) of this chapter. |  | It reflects the Group's economic  contribution through the purchase  of products and services in its  operations.  It also reflects our commitment to  the local economies of the  geographies in which we operate. |
| % Turnover of locally  contracted suppliers (M  EUR) |  | % of the Group's total turnover made to suppliers based in the same  geography where the services are purchased.  Turnover from locally contracted suppliers is divided by total turnover to  suppliers.  See data in section [4.4 Our suppliers](#i6ecb2a0d58d04b53bfadfa2a833efaa7_211)  of this chapter. |  |

Annual report 2025230

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

SN 10. Non-financial information Act 11/2018 content index

#### Table of equivalences with reporting requirements under Spain's Act 11/2018

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Non-financial information to be disclosed |  | Chapter/section of the annual report |  | Correspondence  with CSRD/other  regulations |
| 0.  General  Information | Brief description of the Group’s business model (including  its business environment, organization and structure,  markets, objectives and strategies, plus the main factors and  trends that can affect its future performance). |  | Business model and strategy (p.  [7](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) ).  Economic and financial review (p.  [409](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) ).  1. Sustainability at Santander (p. [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58)) [1.2  Materiality assessment].  SN 3. Materiality assessment - Detailed  methodology (p.  [114](#i6ecb2a0d58d04b53bfadfa2a833efaa7_226)). |  | SBM-1  SBM-2  GOV-1  MDR-T  E1-4  S1-5  S3-5  S4-5 |
| A description of the Group's policies  that includes due  diligence procedures for identifying, assessing, preventing  and mitigating risks and significant impacts, and for verifying  and controlling, including the measures in which they have  been adopted): |  | 1. Sustainability at Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) ) [1.4  Sustainability governance] [1.4.2 Human  rights due diligence].  SN 2 Sustainability governance (p.  [110](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223))  [Cross-cutting regulations to embed ESG  standards in our business model].  2. Climate transition plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)) [2.3  Embedding ESG in risk management].  3. Supporting employees, communities and  customers (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3.2.3 Management of  Environmental and social aspects]. |  | GOV-4  MDR-P  E1-2  S1-1  S3-1  S4-1  G1-1 |
| The  results of these policies, including key indicators of  relevant non-financial results that allow the monitoring and  evaluation of progress and that favour the comparability  between companies and sectors, in accordance with national,  European or international frameworks of reference used for  each matter. |  | 2. Climate transition plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ).  3. Supporting employees, communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ).  4. Business conduct (p. [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199) ). |  | MDR-M  E1  S1  S3  S4  G1 |
|  |
| SN 7. Our progress in figures (p.  [129](#i6ecb2a0d58d04b53bfadfa2a833efaa7_241) ). |  |
| The  main risks related to these matters associated with the  Group's activities  (business relationships, products or  services) that may have a negative effect in these areas, and  how the Group manages these risks, explaining the  procedures used to detect and assess them  in accordance  with national, European or international frameworks of  reference for each matter. It must include information about  the impacts that have been detected, offering a breakdown,  in particular of the main risks in the short, medium and long  term. |  | 1. Sustainability at Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) ) [1.2  Materiality assessment].  SN 3. Materiality assessment - detailed  methodology (p. [114](#i6ecb2a0d58d04b53bfadfa2a833efaa7_226)) [Information on  impacts, risks and opportunities].  2. Climate transition plan (p. [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)).  3. Supporting employees, communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154)).  4. Business conduct (p. [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199) ). |  | GOV-5  SBM-3  IRO-1  E1  S1  S3  S4  G1 |

Annual report 2025231

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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|  | Non-financial information to be disclosed |  | Chapter/section of the annual report |  | Correspondence  with CSRD/other  regulations |
| 1.  Environmental  Information | Detailed information on the current and foreseeable effects  of the activities of the company in the environment and,  where appropriate, health and safety, environmental  evaluation or certification procedures; the resources  dedicated to the prevention of environmental risks; the  application of the principle of caution, the amount of  provisions and guarantees for environmental risks. |  | 2. Climate transition plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) );  At the end of the 2025 financial year, no  significant account is presented in the  Consolidated Annual Accounts of the Group  that should be included in this chapter  regarding environmental provisions or  guarantees. |  | SBM-3  IRO-1  MDR-A  MDR-M  E1 SBM-3  E1 IRO-1  E1-3  E1-6  E1-7  E1-9 |
| Contamination: | | | | |
| Measures to prevent, reduce or repair CO 2  emissions that  seriously affect the environment, taking into account any  form of air pollution, including noise and light pollution. |  | 2. Climate transition plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ) [2.4.5 Our  environmental footprint]. |  | MDR-A  E1-3  E1-7 |
| Circular economy and waste prevention and management: | | | | |
| Waste prevention measures, waste recycling measures,  waste reuse measures; other forms of waste recovery and  reuse; actions against food waste. |  | 2. Climate transition plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ) [2.4.5 Our  environmental footprint]. |  | E5 IRO-1 |
| Sustainable use of resources: | | | | |
| Use and supply of water according to local limitations |  | 2. Climate transition plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ) [2.4.5 Our  environmental footprint].  SN 7.1 Green transition (p.  [130](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244) ) [Table 2.  Environmental footprint] |  | E3 IRO 1 |
| Consumption of raw materials and measures taken to  improve the efficiency of its use. |  | 2. Climate transition plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ) [2.4.5 Our  environmental footprint].  SN 7.1 Green transition (p.  [130](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244) ) [Table 2.  Environmental footprint] |  | E5 IRO-1 |
| Energy: direct and indirect consumption, measures taken to  improve energy efficiency, use of renewable energies |  | 2. Climate transition plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ) [2.4.5 Our  environmental footprint].  SN 7.1 Green transition (p.  [130](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244) ) [Table 2.  Environmental footprint] |  | MDR-A  MDR-M  E1-3  E1-5 |
| Climate change: | | | | |
| Important elements of greenhouse gas emissions generated  as a business activity (including goods and services produced) |  | 2. Climate transition plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ) [2.4.5 Our  environmental footprint].  SN 7.1 Green transition (p.  [130](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244) ) [Table 2.  Environmental footprint]. |  | MDR-M  E1-6 |
| Measures taken to adapt to the consequences of climate  change |  | 2. Climate transition plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ) |  | MDR-A  E1 SBM-3  E1-1  E1-3 |
| Reduction targets voluntarily established in the medium and  long term to reduce greenhouse gas emissions and means  implemented for this purpose. |  | 2. Climate transition plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ) |  | MDR-T  E1-4 |
| Protection of biodiversity: | | | | |
| Measures taken to preserve or restore biodiversity |  | 2. Climate transition plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ) [2.3.5 Our  approach to nature and biodiversity]. |  | E4 IRO-1 |
| Impacts caused by the activities or operations of protected  areas |  |  |

Annual report 2025232

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Non-financial information to be disclosed |  | Chapter/section of the annual report |  | Correspondence  with CSRD/other  regulations |
| 2.  Social | Employment: | | | | |
| Total number and distribution of employees by gender, age,  country and professional classification |  | SN 7.3 Employees (p.  [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ). |  | MDR-M  S1-6  S1-9 |
| Total number and distribution of contracts modes and annual  average of undefined contracts, temporary contracts, and  part-time contracts by: sex, age and professional  classification. |  | SN 7.3 Employees (p.  [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ). |  | MDR-M  S1-6  S1-9 |
| Number of dismissals by: gender, age and professional  classification. |  | SN 7.3 Employees (p.  [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ). |  | MDR-M  S1-6 |
| Average remuneration and its progression broken down by  gender, age and professional classification |  | SN 7.3 Employees (p.  [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ). |  | MDR-M  S1-16 |
| Salary gap and remuneration of equal or average jobs in  society |  | 3. Supporting employees, communities and  customers (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154)) [3.1.3 Inclusive culture]. |  | MDR-M  S1-16 |
| Average remuneration of directors and executives (including  variable remuneration, allowances, compensation, payment  to long-term savings forecast systems and any other  payment broken down by gender) |  | SN 7.3 Employees (p.  [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ). |  | GOV-3  MDR-M  S1-16 |
| Implementation of work disconnection policies |  | 3. Supporting employees, communities and  customers (p.[70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3.1.2 Working  conditions]. |  | MDR-P  S1-1 |
| Employees with disabilities |  | 3. Supporting employees, communities and  customers (p.[70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3.1.3 Inclusive culture]. |  | MDR-M  S1-12 |
| Organization of work: | | | | |
| Organization of work time |  | 3. Supporting employees, communities and  customers (p.[70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3.1.2 Working  conditions]. |  | MDR-P  MDR-A  S1-1  S1-4 |
| Number of absent hours |  | SN 7.3 Employees (p.  [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ). |  | MDR-M  S1-14 |
| Measures designed to facilitate work-life balance and  encourage a jointly responsible use of said measures by  parents |  | 3. Supporting employees, communities and  customers (p.[70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3.1.2 Working  conditions]. |  | MDR-A  S1-4 |
| Health and safety: | | | | |
| Conditions of health and safety in the workplace |  | 3. Supporting employees, communities and  customers (p.[70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3.1.2 Working  conditions]. |  | MDR-A  S1-14 |
| Occupational accidents, in particular their frequency and  severity, as well as occupational illnesses. Broken down by  gender. |  | SN 7.3 Employees (p. 217). |  | MDR-M  S1-14 |
| Social relations: | | | | |
| Organization of social dialogue (including procedures to  inform and consult staff and negotiate with them) |  | 3. Supporting employees, communities and  customers (p.[70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3.1.2 Working  conditions]. |  | MDR-A  S1-2  S1-8 |
| Percentage of employees covered by collective bargaining  agreements by country |  | SN 7.3 Employees (p. 217). |  | MDR-M  S1-8 |
| Balance of the collective bargaining agreements (particularly  in the field of health and safety in the workplace) |  | 3. Supporting employees, communities and  customers (p.[70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3.1.2 Working  conditions].  SN 7.3 Employees (p.  [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ). |  | MDR-M  S1-8  S1-14 |
| Mechanisms and procedures that employers have for  encouraging the involvement of workers in management of  the company, in terms of information, consultation and  participation |  | 3. Supporting employees, communities and  customers (p.[70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3.1.4 Employee feedback  and experience].  4. Business conduct (p. [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199) ) [4.3 Ethical  channels]. |  | MDR-A  S1-2  S1-8 |
| Training: | | | | |
| The policies implemented in the field of training |  | 3. Supporting employees, communities and  customers (p.[70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3.1.1 Talent and skills  development] |  | MDR-P  S1-1 |
| Total number of hours of training by professional categories. |  | SN 7.3 Employees (p.  [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ). |  | MDR-M  S1-13 |
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Annual report 2025233

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Non-financial information to be disclosed |  | Chapter/section of the annual report |  | Correspondence  with CSRD/other  regulations |
| 2.  Social | Accessibility: | | | | |
| Universal accessibility of people |  | 3. Supporting employees, communities and  customers (p.[70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3,1.3 Inclusive culture]  [3.2.4 Community support] [3.3.1 Conduct  with customers]. |  | MDR-A  S1-4  S1-12 |
| Equality: | | | | |
| Measures taken to promote equal treatment and  opportunities between women and men, Equality plans  (Chapter III of Organic Law 3/2007, of 22 March, for the  effective equality of women and men), measures taken to  promote employment, protocols against sexual and gender-  based harassment, Policy against all types of discrimination  and, where appropriate, integration of protocols against  sexual and gender-based harassment and protocols against  all types of discrimination and, where appropriate,  management of diversity |  | 3. Supporting employees, communities and  customers (p.[70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3,1.3 Inclusive culture].  [3.2.4 Community support]. |  | MDR-P  MDR-A  S1-1  S1-4  S1-12 |
|  |
| 3.  Human Rights | Application of due diligence procedures in the field of Human  Rights |  | 1. Sustainability at Santander (p.[21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) ) [1.4.2  Human rights due diligence]. |  | GOV-4 |
| Prevention of the risks of Human Rights violations and, where  appropriate, measures to mitigate, manage and repair any  possible abuses committed |  | 3. Supporting employees, communities and  customers (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154)).  4. Business conduct (p.  [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)). |  | MDR-A  S1-4  S3-4  S4-4 |
| Complaints about cases of human rights violations |  | 4. Business conduct (p. [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199) ) [4.3 Ethical  channels]. |  | MDR-M  S1-17  S3-4  S4-4 |
| Promotion and compliance with the provisions of the  fundamental conventions of the International Labour  Organization regarding respect for freedom of association  and the right to collective bargaining. |  | 3. Supporting employees, communities and  customers (p.[70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3.1.2 Working  conditions].  NS 7.3 Employees (p. [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ) [Table 11  Collective bargaining coverage and social  dialogue]. |  | MDR-P  S1-1 |
| Elimination of discrimination in respect of employment and  occupation; elimination of forced or compulsory labour; and  the effective abolition of child labour. |  | 3. Supporting employees, communities and  customers (p.[70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3.1.2 Working conditions]  [3.2.3 Management of environmental and  social aspects].  4. Business conduct (p. [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)) [4.2 Ethical  conduct] [4.3 Ethical channels] |  | MDR-P  S1-1 |
| 4.  Fight against  corruption | Measures taken to prevent corruption and bribery |  | 4. Business conduct (p.  [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)) [Financial crime  compliance (FCC)].  Risk management and compliance chapter:  6.2 Compliance risk management section (p.  [588](#i6ecb2a0d58d04b53bfadfa2a833efaa7_880)). |  | MDR-A  G1-3 |
| Measures to combat money laundering |  | 4. Business conduct (p.  [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)) [Financial crime  compliance (FCC)].  Risk management and compliance chapter:  6.2 Compliance risk management section (p.  [588](#i6ecb2a0d58d04b53bfadfa2a833efaa7_880)). |  | MDR-A  G1-3 |
| Contributions to non-profit foundations and entities |  | 3. Supporting employees, communities and  customers (p.[70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3.2.4 Community  support]. |  | MDR-A  S3-4 |

Annual report 2025234

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Non-financial information to be disclosed |  | Chapter/section of the annual report |  | Correspondence  with CSRD/other  regulations |
| 5.  Information on  the company | Commitments of the company to sustainable development: | | | | |
| The impact of the company’s activity on employment and  local development |  | Sustainability 2025 summary  3. Supporting employees, communities and  customers (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3.2.1 Supporting the  economic and social development of our  communities]  [3.2.3 Management of  Environmental and social aspects] [3.2.4  Community support] [3.3.2 Financial health  and inclusion]. |  | MDR-A  MDR-T  MDR-M  S3-4  S3-5 |
| The impact of the company’s activity on local towns and  villages and in the country. |  | 3. Supporting employees, communities and  customers (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154)) [3.2.4 Community  support] [3.3.2 Financial health and  inclusion]. |  | MDR-A  MDR-T  MDR-M  S3-4  S3-5 |
| Relations maintained with the representatives of local  communities and the modalities of dialogue with them. |  | 1.Sustainability at Santander (p.[21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) )  [1.3  Stakeholder engagement]. |  | MDR-A  S3-2 |
| Association or sponsorship actions |  | Santander participates in the sectoral  associations representing financial activity  in the countries in which it operates, such as  the AEB (Spanish Banking Association) in the  case of Spain. |  | MDR-A  S3-4 |
| Outsourcing and suppliers: | | | | |
| Inclusion of social, gender equality and environmental issues  in the procurement policy |  | 4. Business conduct  (p. [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)) [4.4 Our  suppliers]. |  | MDR-P  G1-2 |
| Consideration in relations with suppliers and subcontractors  of their responsibility |  | 4. Business conduct  (p. [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)) [4.4 Our  suppliers]. |  | MDR-A  G1-2 |
| Supervision and audit systems and resolution thereof |  | 4. Business conduct  (p. [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)) [4.4 Our  suppliers]. |  | MDR-M  G1-2 |
| Consumers: | | | | |
| Measures for the health and safety of consumers |  | 3. Supporting employees, communities and  customers (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154)).  Risk, compliance and conduct management  chapter: 7.2 Compliance and conduct risk  management section (p.  [548](#i6ecb2a0d58d04b53bfadfa2a833efaa7_790)). |  | MDR-A  S4-4 |
| Systems for complaints received and resolution thereof |  | 3. Supporting employees, communities and  customers (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154)).  Risk, compliance and conduct management  chapter: 7.2 Compliance and conduct risk  management section (p. [548](#i6ecb2a0d58d04b53bfadfa2a833efaa7_790) ). |  | MDR-M  S4-4 |
| Tax information: | | | | |
| The profits obtained country by country |  | Auditor's report and 2025 annual  consolidate accounts (p.  [607](#i6ecb2a0d58d04b53bfadfa2a833efaa7_910)) (Annex VI  Annual banking report) and Auditor's Report  and 2024 annual consolidate accounts  (Annex VI Annual banking report). |  | - |
| Taxes on benefits paid |  | SN 7.7 Tax contribution (p. [225](#i6ecb2a0d58d04b53bfadfa2a833efaa7_262)) |  |
| Public grants received |  | Grupo Santander did not receive significant  public subsidies in 2024 and 2025. More  details see VI Annual banking report, section  e)Public subsidies (p.  [904](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1345)). |  | - |
| 6.  Other relevant  information | EU Taxonomy |  | Information related to article 8 of EU  Taxonomy:  3. Supporting employees, communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) [3.2.2 Responsible  investment and social finances].  SN 5. EU Taxonomy (p.  [125](#i6ecb2a0d58d04b53bfadfa2a833efaa7_235)). |  | EU Regulation  2020/852 and  Commission  Delegated  Regulations  2021/2139 and  2021/2178 as  amended by  Delegated  Regulations (EU)  2022/1214,  2023/2485,  2023/2486 and  2026/73 |

Annual report 2025235

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

SN 11. Commission Delegated Regulation (EU) 2023/2772 on sustainability reporting

#### standards content index

Table with references to sections and subsections of the Sustainability statement that respond to the information

requirements of the Directive (EU) 2022/2464 of the European Parliament and the Commission Delegated Regulation

(EU) 2023/2772.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Commission Delegated Regulation (EU) 2023/2772 content index | | | | |
| ESRS 2 - General disclosures | | | | |
| Basis for preparation | Section | Sub-section | Sub-sub-section | Comments |
| BP-1 – General basis for preparation  of sustainability | About this chapter (p. [18](#i6ecb2a0d58d04b53bfadfa2a833efaa7_52) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | SN 1. Introduction, basis  of presentation of the  consolidated  sustainability statement  and other information (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_217)) |  |  |
| BP-2 – Disclosures in relation to  specific circumstances | Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | SN 1. Introduction, basis  of presentation of the  consolidated  sustainability statement  and other information (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_217)) |  |  |
|  |  |  |  |  |
| Governance | Section | Sub-section | Sub-sub-section | Comments |
| GOV-1 – The role of the  administrative, management and  supervisory bodies | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | 1.4 Sustainability  governance (p. [29](#i6ecb2a0d58d04b53bfadfa2a833efaa7_70) )  SN 2. Sustainability  governance (p.  [110](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223))  SN 7.3 Employees (p.  [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ) | Table 17. Senior  management  composition |  |
| GOV-2 – Information provided to  and sustainability matters addressed  by the undertaking’s administrative,  management and supervisory bodies | Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | SN 2. Sustainability  governance (p.  [110](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223) ) |  |  |
| GOV-3 - Integration of  sustainability-related performance  in incentive schemes | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) ) | 1.4 Sustainability  governance (p. [29](#i6ecb2a0d58d04b53bfadfa2a833efaa7_70) ) | 1.4.1 Integration of  sustainability-related  performance in incentive  schemes |  |
| GOV-4 - Statement on due diligence | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) ) | 1.4 Sustainability  governance (p. [29](#i6ecb2a0d58d04b53bfadfa2a833efaa7_70) ) | 1.4.2 Human rights due  diligence |  |
| GOV-5 - Risk management and  internal controls over sustainability  reporting | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | 1.4 Sustainability  governance (p. [29](#i6ecb2a0d58d04b53bfadfa2a833efaa7_70) )  SN 2. Sustainability  governance (p.  [110](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223)) |  |  |

Annual report 2025236

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
| Strategy | Section | Sub-section | Sub-sub-section | Comments |
| SBM-1 – Strategy, business model  and value chain | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | 1.1 Sustainability strategy  (p. [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_61) )  2.2 Supporting our  customers in their  transition goals (p. [33](#i6ecb2a0d58d04b53bfadfa2a833efaa7_91) )  3.2 Communities'  sustainable development  (p. [77](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172) )  3.3. Our customers (p. [85](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) )  SN 1. Introduction, basis  of presentation of the  consolidated  sustainability statement  and other information (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_217) )  SN 7.1 Green transition  (p. [130](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244))  SN 7.5 Financial inclusion  (p. [223](#i6ecb2a0d58d04b53bfadfa2a833efaa7_256)) | 3.2.2 Responsible  investment and social  finance (p.  [77](#i6ecb2a0d58d04b53bfadfa2a833efaa7_178) )  3.3.2 Financial inclusion  and financial health (p.  [88](#i6ecb2a0d58d04b53bfadfa2a833efaa7_193) ) | The percentage of  revenues of concerning  sectors over the Group’s  total revenues is not  material (1.05% over the  Group’s total revenues). |
| SBM-2 – Interests and views of  stakeholders | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) )  3. Supporting employees,  communities and  customers (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214) ) | 1.3 Stakeholder  engagement (p.  [25](#i6ecb2a0d58d04b53bfadfa2a833efaa7_64))  3.1 Our employees (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) )  SN 3. Materiality  assessment - Detailed  methodology (p. [114](#i6ecb2a0d58d04b53bfadfa2a833efaa7_226) ) | 3.1.4 Employee feedback  and experience |  |
| SBM-3 - Material impacts, risks and  opportunities and their interaction  with strategy and business model | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | 1.1 Sustainability strategy  (p. [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_61) )  1.2 Materiality  Assessment (p. [23](#i6ecb2a0d58d04b53bfadfa2a833efaa7_67) )  SN 3. Materiality  assessment - Detailed  methodology (p. [114](#i6ecb2a0d58d04b53bfadfa2a833efaa7_226)) |  | More details on the  financial impact  stemming from the  opportunities identified in  the double materiality  assessment, see:  [2.2 Supporting our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_91)  [customers in their](#i6ecb2a0d58d04b53bfadfa2a833efaa7_91)  [transition goals](#i6ecb2a0d58d04b53bfadfa2a833efaa7_91)  (volume  of assets aligned with the  EU Taxonomy for  mortgages and  automobiles in Europe).  [2.2.1 Corporate and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_94)  [Investment Banking](#i6ecb2a0d58d04b53bfadfa2a833efaa7_94)  (Green Finance raised or  facilitated)  The potential financial  impact of the identified  risks usually comes in the  form of direct financial  losses from legal claims  (payments to third  parties, compensation,  etc.) and penalties. See  Note [25.d)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1102) and [25.e)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1105) of  the annual accounts. |
|  |  |  |  |  |
| Disclosures on the materiality  assessment process | Section | Sub-section | Sub-sub-section | Comments |
| IRO-1 - Description of the processes  to identify and assess material  impacts, risks and opportunities | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | 1.2 Materiality  Assessment (p.  [23](#i6ecb2a0d58d04b53bfadfa2a833efaa7_67))  SN 3. Materiality  assessment - Detailed  methodology (p. [114](#i6ecb2a0d58d04b53bfadfa2a833efaa7_226) ) |  |  |

Annual report 2025237

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| IRO-2 - Disclosure requirements in  ESRS covered by the undertaking’s  sustainability statement | Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | SN 1. Introduction, basis  of presentation of the  consolidated  sustainability statement  and other information (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_217))  SN 3. Materiality  assessment - Detailed  methodology (p. [114](#i6ecb2a0d58d04b53bfadfa2a833efaa7_226) )  SN 11. Commission  Delegated Regulation  (EU) 2023/2772 content  index |  |  |
|  |  |  |  |  |
| Minimum Disclosure Requirement | Section | Sub-section | Sub-sub-section | Comments |
| MDR-P – Policies adopted to  manage material sustainability  matters | 2. Our climate transition  plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) )  3. Supporting employees,  communities and  customers (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) )  4. Business conduct (p.  [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214) ) | SN 1. Introduction, basis  of presentation of the  consolidated  sustainability statement  and other information (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_217) )  SN 9. Alternative  performance measures  (p. [227](#i6ecb2a0d58d04b53bfadfa2a833efaa7_268) ) |  |  |
| MDR-A – Actions and resources in  relation to material sustainability  matters |  |  |
| MDR-M – Metrics in relation to  material sustainability matters |  |  |
| MDR-T – Tracking effectiveness of  policies and actions through targets |  |  |
|  |  |  |  |  |
| ESRS E1 - Climate change | | | | |
| Governance | Section | Sub-section | Sub-sub-section | Comments |
| ESRS 2 GOV-3 Integration of  sustainability related performance in  incentive schemes | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) )  2. Our climate transition  plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73)) | 1.4 Sustainability  Governance (p. [29](#i6ecb2a0d58d04b53bfadfa2a833efaa7_70) )  2.5 Further actions and  enablers (p. [68](#i6ecb2a0d58d04b53bfadfa2a833efaa7_145) ) | 1.4.1 Integration of  sustainability-related  performance in incentive  schemes  2.5.2 Governance &  policies |  |
|  |  |  |  |  |
| Strategy | Section | Sub-section | Sub-sub-section | Comments |
| E1-1 – Transition plan for climate  change mitigation | 2. Our climate transition  plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | 2.1 Strategy (p. [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_76))  2.2 Supporting our  customers in their  transition goals (p. [33](#i6ecb2a0d58d04b53bfadfa2a833efaa7_91) )  2.4 Aiming to align our  activity with the Paris  Agreement Goals (p.  [55](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127) )  2.5 Further actions and  enablers (p.  [68](#i6ecb2a0d58d04b53bfadfa2a833efaa7_145))  SN 4. Climate transition  plan- (p. [123](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232)) | 2.5.2 Governance &  policies |  |
| ESRS 2 SBM-3 – Material impacts,  risks and opportunities and their  interaction with S&BM | 2. Our climate transition  plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ) | 2.3 Embedding ESG in risk  management  (p.  [39](#i6ecb2a0d58d04b53bfadfa2a833efaa7_109)) | 2.3.1 Resilience of our  strategy and business  model to climate change  2.3.2 Risk management  cycle |  |
|  |  |  |  |  |
| Impact, risk and opportunity  management | Section | Sub-section | Sub-sub-section | Comments |

Annual report 2025238

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| ESRS 2 IRO-1 – Description of the  processes to identify and assess  material climate-related impacts,  risks and opportunities | 2. Our climate transition  plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ) | 2.3 Embedding ESG in risk  management (p.  [39](#i6ecb2a0d58d04b53bfadfa2a833efaa7_109) ) | 2.3.2 Risk management  cycle |  |
| E1-2 – Policies related to climate  change mitigation and adaptation | 2. Our climate transition  plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ) | 2.5 Further actions and  enablers (p.  [68](#i6ecb2a0d58d04b53bfadfa2a833efaa7_145) ) | 2.5.1 Strategy for  engagement with other  key stakeholders  2.5.2 Governance &  policies | Further details regarding  Governance and Climate  Change-related policies  in: section 1.4  Sustainability  Governance, SN 2.  Sustainability  governance , SN 6.  Classification system and  funding framework and  section 3.3 (i) Our ESCC  policies |
| E1-3 – Actions and resources in  relation to climate change policies | 2. Our climate transition  plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ) | 2.2 Supporting our  customers in their  transition goals (p. [33](#i6ecb2a0d58d04b53bfadfa2a833efaa7_91) )  2.4 Aiming to align our  activity with the Paris  Agreement Goals (p. [55](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127))  2.5 Further actions and  enablers (p.  [68](#i6ecb2a0d58d04b53bfadfa2a833efaa7_145)) |  |  |
|  |  |  |  |  |
| Metrics and targets | Section | Sub-section | Sub-sub-section | Comments |
| E1-4 – Targets related to climate  change mitigation and adaptation | 2. Our climate transition  plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | 2.4 Aiming to align our  activity with the Paris  Agreement Goals (p.  [55](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127))  SN 4. Climate transition  plan (p. [123](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232) ) |  |  |
| E1-5 – Energy consumption and mix | 2. Our climate transition  plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | 2.4 Aiming to align our  activity with the Paris  Agreement Goals (p.  [55](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127))  SN 4. Climate transition  plan (p. [123](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232) )  SN 7.1 Supporting the  green transition (p.  [130](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244) ) | 2.4.5 Our environmental  footprint  Table 2. Environmental  footprint 2024-2025 |  |
| E1-6 – Gross Scopes 1, 2, 3 and Total  GHG emissions | 2. Our climate transition  plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | 2.4 Aiming to align our  activity with the Paris  Agreement Goals (p.  [55](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127))  SN 4. Climate transition  plan (p. [123](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232) )  SN 7.1 Green transition  (p.  [130](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244) ) | 2.4.5 Our environmental  footprint  Table 3. Gross Scopes 1,  2, 3 and Total GHG  emissions |  |
| E1-7 – GHG removals and GHG  mitigation projects financed through  carbon credits | 2. Our climate transition  plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | 2.4 Aiming to align our  activity with the Paris  Agreement Goals (p.  [55](#i6ecb2a0d58d04b53bfadfa2a833efaa7_127))  SN 7.1 Green transition  (p. [130](#i6ecb2a0d58d04b53bfadfa2a833efaa7_244)) | 2.4.5 Our environmental  footprint  Table 4. GHG mitigation  projects financed through  carbon credits |  |
| E1-8 - Internal carbon pricing | Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | SN 4. Climate transition  plan (p.  [123](#i6ecb2a0d58d04b53bfadfa2a833efaa7_232) ) |  |  |
| E1-9 – Anticipated financial effects  from material physical and transition  risks and potential climate-related  opportunities | 2. Our climate transition  plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ) | 2.3 Embedding ESG in risk  management (p.  [39](#i6ecb2a0d58d04b53bfadfa2a833efaa7_109) ) | 2.3.4 Potential financial  effects | Phase-in (partially).  Response to requirements  66.a), 66.c) and 67.c). |
|  |  |  |  |  |
| ESRS E2, E3, E4, E5. | Section | Sub-section | Sub-sub-section | Comments |
| ESRS 2 IRO-1 – Description of the  processes to identify and assess  material climate-related impacts,  risks and opportunities | 2. Our climate transition  plan (p.  [31](#i6ecb2a0d58d04b53bfadfa2a833efaa7_73) ) | 2.3 Embedding ESG in risk  management (p.  [39](#i6ecb2a0d58d04b53bfadfa2a833efaa7_109) ) | 2.3.5 Our approach to  nature and biodiversity |  |
|  |  |  |  |  |
| ESRS S1 - Own Workforce | | | | |

Annual report 2025239

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- | --- | --- |
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| Strategy | Section | Sub-section | Sub-sub-section | Comments |
| ESRS 2 SBM 2 - Interests and views  of stakeholders | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) ) | 1.3 Stakeholder  engagement (p.  [25](#i6ecb2a0d58d04b53bfadfa2a833efaa7_64)) |  |  |
| ESRS 2 SBM 3 - Material impacts,  risks and opportunities and their  interaction with strategy and  business model | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214) ) | 3.1 Our employees (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) )  SN 3. Materiality  assessment - Detailed  methodology (p. [114](#i6ecb2a0d58d04b53bfadfa2a833efaa7_226) ) | 3.1.1 Talent and skills  development |  |
|  |  |  |  |  |
| Impact, risk and opportunity  management | Section | Sub-section | Sub-sub-section | Comments |
| S1-1 - Policies related to own  workforce | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 3.1 Our employees (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) ) | 3.1.1 Talent and skills  development  3.1.2 Working conditions  3.1.3 Inclusive culture |  |
| S1-2 - Processes for engaging with  own workforce and workers'  representatives about impacts | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) )  3. Supporting employees,  communities and  customers (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 1.3 Stakeholder  engagement (p.  [25](#i6ecb2a0d58d04b53bfadfa2a833efaa7_64))  3.1 Our employees (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) ) | 3.1.2 Working conditions  3.1.4 Employee feedback  and experience |  |
| S1-3 – Processes to remediate  negative impacts and channels for  own workers to raise concerns | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) )  4. Business conduct (p.  [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)) | 3.1 Our employees (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) )  4.3 Ethical channels (p.  [96](#i6ecb2a0d58d04b53bfadfa2a833efaa7_208)) | 3.1.3 Inclusive culture  3.1.4 Employee feedback  and experience  4.3.1 Canal abierto |  |
| S1-4 – Taking action on material  impacts on own workforce, and  approaches to mitigating material  risks and pursuing material  opportunities related to own  workforce, and effectiveness of  those actions | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 3.1 Our employees (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) ) | 3.1.1 Talent and skills  development  3.1.2 Working conditions  3.1.3 Inclusive culture  3.1.4 Employee feedback  and experience |  |
|  |  |  |  |  |
| Metrics and targets | Section | Sub-section | Sub-sub-section | Comments |
| S1-5 – Targets related to managing  material negative impacts,  advancing positive impacts, and  managing material risks and  opportunities | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 3.1 Our employees (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) ) | 3.1.1 Talent and skills  development  3.1.2 Working conditions  3.1.3 Inclusive culture |  |
| S1-6 – Characteristics of the  undertaking’s employees | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214) ) | 3.1 Our employees (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) )  SN 7.3 Employees (p.  [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ) | 3.1.1 Talent and skills  development  Table 6. Employees by  region  Table 7. Employees by  gender  Table 10. Employees by  employment contract  Table 12. Turnover by  region |  |
| S1-8 – Collective bargaining  coverage and social dialogue | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214) ) | 3.1 Our employees (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) )  SN 7.3 Employees (p.  [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ) | 3.1.2 Working conditions  Table 11. Collective  bargaining coverage and  social dialogue |  |
| S1-9 – Diversity metrics | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214) ) | 3.1 Our employees (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) )  SN 7.3 Employees (p.  [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ) | 3.1.3 Inclusive culture  Table 8. Employees by  management group and  gender  Table 9. Employees by  age bracket |  |
| S1-10 – Adequate wages | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 3.1 Our employees (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) ) | 3.1.2 Working conditions |  |

Annual report 2025240

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| S1-11 – Social protection | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 3.1 Our employees (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) ) | 3.1.2 Working conditions |  |
| S1-12– Persons with disabilities | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 3.1 Our employees (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) ) | 3.1.3 Inclusive culture |  |
| S1-13 – Training and skills  development metrics | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214) ) | 3.1 Our employees (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) )  SN 7.3 Employees (p.  [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ) | 3.1.1 Talent and skills  development  Table 18. Training  Table 19. Hours of  training by gender and  management group |  |
| S1-14 – Health and safety metrics | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214) ) | 3.1 Our employees (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) )  SN 7.3 Employees (p.  [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ) | 3.1.2 Working conditions  Table 20. Occupational  health and safety | The Group relies on the  phase-in established by  the ESRS for specific  information of non-  Employees (ESRS S1,  S1-14, para. 89). |
| S1-16 – Compensation metrics (pay  gap and total compensation) | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214) ) | 3.1 Our employees (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) )  SN 7.3 Employees (p.  [217](#i6ecb2a0d58d04b53bfadfa2a833efaa7_250) ) | 3.1.2 Working conditions  Table 14. Remuneration  ratios |  |
| S1-17 – Incidents, complaints and  severe human rights impacts | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) )  4. Business conduct (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154)) | 3.1 Our employees (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_157) )  4.3 Ethical channels (p.  [96](#i6ecb2a0d58d04b53bfadfa2a833efaa7_208) ) | 3.1.3 Inclusive culture |  |
|  |  |  |  |  |
| ESRS S3 - Affected communities | | | | |
| Strategy | Section | Sub-section | Sub-sub-section | Comments |
| ESRS 2 SBM-2 – Interests and views  of stakeholders | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) ) | 1.3 Stakeholder  engagement (p.  [25](#i6ecb2a0d58d04b53bfadfa2a833efaa7_64)) |  |  |
| ESRS 2 SBM-3 - Material impacts,  risks and opportunities and their  interaction with strategy and  business model | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214) ) | 3.2 Communities'  sustainable development  (p.  [77](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172) )  SN 3. Materiality  assessment - Detailed  methodology (p.  [114](#i6ecb2a0d58d04b53bfadfa2a833efaa7_226) ) | 3.2.1 Supporting the  economic and social  development of our  communities |  |
|  |  |  |  |  |
| Impact, risk and opportunity  management | Section | Sub-section | Sub-sub-section | Comments |
| S3-1 – Policies related to affected  communities | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 3.2 Communities'  sustainable development  (p.  [77](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172) ) | 3.2.2 Responsible  investment and  social finance  3.2.3 Management of  environmental and social  aspects  3.2.4 Community Support | Further details on  governance and other  policies related to  affected communities:  Section 1.4 Sustainability  governance and NS 2.  Sustainability governance |
| S3-2 – Processes for engaging with  affected communities about impacts | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) )  3. Supporting employees,  communities and  customers (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 1.3 Stakeholder  engagement (p.  [25](#i6ecb2a0d58d04b53bfadfa2a833efaa7_64))  3.2 Communities'  sustainable development  (p. [77](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172)) | 3.2.2 Responsible  investment and  social finance  3.2.3 Management of  environmental and social  aspects  3.2.4 Community Support |  |
| S3-3 – Processes to remediate  negative impacts and channels for  affected communities to raise  concerns | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 3.2 Communities'  sustainable development  (p.  [77](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172) ) | 3.2.3 Environmental,  social and climate change  management |  |

Annual report 2025241

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- | --- | --- |
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| S3-4 – Taking action on material  impacts on affected communities,  and approaches to managing  material risks and pursuing material  opportunities related to affected  communities, and effectiveness of  those actions | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 3.2 Communities'  sustainable development  (p.  [77](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172) ) | 3.2.2 Responsible  investment and  social finance  3.2.3 Management of  environmental and social  aspects  3.2.4 Community Support |  |
|  |  |  |  |  |
| Metrics and targets | Section | Sub-section | Sub-sub-section | Comments |
| S3-5 – Targets related to managing  material negative impacts,  advancing positive impacts, and  managing material risks and  opportunities | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 3.2 Communities'  sustainable development  (p.  [77](#i6ecb2a0d58d04b53bfadfa2a833efaa7_172) ) | 3.2.2 Responsible  investment and  social finance  3.2.3 Management of  environmental and social  aspects  3.2.4 Community Support |  |
|  |  |  |  |  |
| ESRS S4 - Consumers and end-users | | | | |
| Strategy | Section | Sub-section | Sub-sub-section | Comments |
| ESRS 2 SBM-2 – Interests and views  of stakeholders | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) ) | 1.3 Stakeholder  engagement (p.  [25](#i6ecb2a0d58d04b53bfadfa2a833efaa7_64)) |  |  |
| ESRS 2 SBM-3 - Material impacts,  risks and opportunities and their  interaction with strategy and  business model | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214) ) | 3.3 Our customers (p. [85](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) )  SN 3. Materiality  assessment - Detailed  methodology (p. [114](#i6ecb2a0d58d04b53bfadfa2a833efaa7_226) ) |  |  |
|  |  |  |  |  |
| Impact, risk and opportunity  management | Section | Sub-section | Sub-sub-section | Comments |
| S4-1 – Policies related to consumers  and end-users | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 3.3 Our customers (p. [85](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) ) | 3.3.1 Conduct with  customers  3.3.2 Financial inclusion  and financial health  3.3.3 Privacy, data  protection and  cybersecurity | Further details on  governance and other  policies related to our  clients: Section 1.4  Sustainability governance  and NS 2. Sustainability  governance |
| S4-2 – Processes for engaging with  consumers and end-users about  impacts | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) )  3. Supporting employees,  communities and  customers (p. [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 1.3 Stakeholder  engagement (p.  [25](#i6ecb2a0d58d04b53bfadfa2a833efaa7_64))  3.3 Our customers (p.  [85](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) ) | 3.3.1 Conduct with  customers  3.3.2 Financial inclusion  and financial health  3.3.3 Privacy, data  protection and  cybersecurity |  |
| S4-3 – Processes to remediate  negative impacts and channels for  consumers and end-users to raise  concerns | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 3.3 Our customers (p. [85](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) ) | 3.3.1 Conduct with  customers | Further details on section  4.3 Ethical channels |
| S4-4 – Taking action on material  impacts on consumers and end-  users, and approaches to managing  material risks and pursuing material  opportunities related to consumers  and end-users, and effectiveness of  those actions | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 3.3 Our customers (p. [85](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) ) | 3.3.1 Conduct with  customers  3.3.2 Financial inclusion  and financial health  3.3.3 Privacy, data  protection and  cybersecurity |  |
|  |  |  |  |  |
| Metrics and targets | Section | Sub-section | Sub-sub-section | Comments |
| S4-5 – Targets related to managing  material negative impacts,  advancing positive impacts, and  managing material risks and  opportunities | 3. Supporting employees,  communities and  customers (p.  [70](#i6ecb2a0d58d04b53bfadfa2a833efaa7_154) ) | 3.3 Our customers (p. [85](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) ) | 3.3.1 Conduct with  customers  3.3.2 Financial inclusion  and financial health  3.3.3 Privacy, data  protection and  cybersecurity |  |
|  |  |  |  |  |
| ESRS G1 - Business Conduct | | | | |
| Governance | Section | Sub-section | Sub-sub-section | Comments |

Annual report 2025242

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| ESRS 2 GOV-1 – The role of the  administrative, supervisory and  management bodies | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | 1.4. Sustainability  governance (p.  [29](#i6ecb2a0d58d04b53bfadfa2a833efaa7_70) )  SN 2. Sustainability  governance (p.  [110](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223)) |  |  |
|  |  |  |  |  |
| Impact, risk and opportunity  management | Section | Sub-section | Sub-sub-section | Comments |
| ESRS 2 IRO-1 – Description of the  processes to identify and assess  material impacts, risks and  opportunities | 1. Sustainability at  Santander (p.  [21](#i6ecb2a0d58d04b53bfadfa2a833efaa7_58) )  Sustainability notes (p.  [99](#i6ecb2a0d58d04b53bfadfa2a833efaa7_214)) | 1.2 Materiality  assessment (p.  [23](#i6ecb2a0d58d04b53bfadfa2a833efaa7_67))  SN 3. Materiality  assessment - Detailed  methodology (p. [114](#i6ecb2a0d58d04b53bfadfa2a833efaa7_226) ) |  |  |
| G1-1– Corporate culture and  Business conduct policies and  corporate culture | 4. Business Conduct (p.  [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199) ) | 4.1 Corporate culture (p.  [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_202) )  4.2 Ethical Conduct (p. [94](#i6ecb2a0d58d04b53bfadfa2a833efaa7_205))  4.3 Ethical channels (p.  [96](#i6ecb2a0d58d04b53bfadfa2a833efaa7_208) ) |  |  |
| G1-2 – Management of relationships  with suppliers | 4. Business Conduct (p.  [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199) ) | 4.4 Our suppliers (p. [98](#i6ecb2a0d58d04b53bfadfa2a833efaa7_211) ) |  |  |
| G1-3 – Prevention and detection of  corruption and bribery | 4. Business Conduct (p.  [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199) ) | 4.2 Ethical conduct (p. [94](#i6ecb2a0d58d04b53bfadfa2a833efaa7_205) ) | 4.2.3 Financial Crime  Compliance |  |
|  |  |  |  |  |
| Metrics and targets | Section | Sub-section | Sub-sub-section | Comments |
| G1-4 – Confirmed incidents of  corruption or bribery | 4. Business Conduct (p.  [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199) ) | 4.2 Ethical conduct (p. [94](#i6ecb2a0d58d04b53bfadfa2a833efaa7_205) ) | 4.2.3 Financial Crime  Compliance |  |
| G1-6 – Payment practices | 4. Business Conduct (p.  [93](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199) ) | 4.4 Our suppliers (p. [98](#i6ecb2a0d58d04b53bfadfa2a833efaa7_211) ) |  |  |

Annual report 2025243

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Independent verification report

![Informe Verificación Independiente EINF Grupo Santander 2025_ingles_Página_1.jpg]()

Annual report 2025244

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

![Informe Verificación Independiente EINF Grupo Santander 2025_ingles_Página_2.jpg]()

Annual report 2025245

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

![Informe Verificación Independiente EINF Grupo Santander 2025_ingles_Página_3.jpg]()

Annual report 2025246

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

![Informe Verificación Independiente EINF Grupo Santander 2025_ingles_Página_4.jpg]()

Annual report 2025247

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

![Informe Verificación Independiente EINF Grupo Santander 2025_ingles_Página_5.jpg]()

Annual report 2025248

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

![Informe Verificación Independiente EINF Grupo Santander 2025_ingles_Página_6.jpg]()

Annual report 2025249

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Other sustainability information

#### Table of equivalence between CSRD and ISSB

This table reflects the equivalence of the ESRS standards with the sustainability-related disclosure standards of the

International Sustainability Standards Board (ISSB), without implying that the level of detail required by both standards

is exactly the same.. In the consolidated management report and, to a greater extent, the sustainability statement (as

well as in the audit report and annual accounts), the Group includes information that is equivalent to the requirements

under the SASB standards that apply to the financial sector (for more details, see the note under the table).

|  |  |
| --- | --- |
|  |  |
| ESRS 2 - General disclosures | ISSB |
| Basis for preparation |  |
| BP-1 – General basis for preparation of sustainability | IFRS S2.10(d) |
| BP-2 – Disclosures in relation to specific circumstances |  |
| Governance |  |
| GOV-1 – The role of the administrative, management and supervisory bodies | IFRS S1.21(b)  IFRS S2.6(a)  IFRS S2.6(b) |
| GOV-2 – Information provided to and sustainability matters addressed by the undertaking’s administrative, management  and supervisory bodies | IFRS S2.6(a) |
| GOV-3 - Integration of sustainability-related performance in incentive schemes | IFRS S1.21(b)  IFRS S2.29(g)  IFRS S2.29(i)  IFRS S2.6(a)  IFRS S2.6(v) |
| GOV-4 - Statement on due diligence |  |
| GOV-5 - Risk management and internal controls over sustainability reporting |  |
| Strategy |  |
| SBM-1 – Strategy, business model and value chain |  |
| SBM-2 – Interests and views of stakeholders |  |
| SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model | IFRS S2.10(a)  IFRS S2.10(c)  IFRS S2.13(a)  IFRS S2.13(b)  IFRS S2.14(a)  IFRS S2.15(a)  IFRS S2.15(b)  IFRS S2.16(a)  IFRS S2.16(b)  IFRS S2.16(c)  IFRS S2.16(d) |
| Disclosures on the materiality assessment process |  |
| IRO-1 - Description of the processes to identify and assess material impacts, risks and opportunities | IFRS S2.25(a)  IFRS S2.25(b)  IFRS S2.25(c) |
| IRO-2 - Disclosure requirements in ESRS covered by the undertaking’s sustainability statement |  |
| ESRS E1 - Climate change |  |
| Governance |  |
| ESRS 2 GOV-3 Integration of sustainability related performance in incentive schemes | IFRS S1.21(b)  IFRS S2.29(g)  IFRS S2.6(a)  IFRS S2.6(v) |
| Strategy |  |
| E1-1 – Transition plan for climate change mitigation | IFRS S2.14(a)  IFRS S2.14(c)  IFRS S2.29(e) |
| ESRS 2 SBM-3 – Material impacts, risks and  opportunities and their interaction with S&BM |  |

Annual report 2025250

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |
| --- | --- |
|  |  |
| Impact, risk and opportunity management |  |
| ESRS 2 IRO-1 – Description of the processes to identify and assess material climate-related impacts, risks and opportunities | IFRS S1.23  IFRS S1.B42(c)  IFRS S2.10(d)  IFRS S2.22(b)  IFRS S2.25(a)  IFRS S2.25(b) |
| E1-2 – Policies related to climate change mitigation and adaptation |  |
|  |  |
| E1-3 – Actions and resources in relation to climate change policies | IFRS S2.14(a)  IFRS S2.14(b) |
|  |
|  |
| Metrics and targets |  |
| E1-4 – Targets related to climate change mitigation and adaptation | IFRS S2.33  IFRS S2.33(b)  IFRS S2.33(d)  IFRS S2.33(e)  IFRS S2.33(g)  IFRS S2.33(h)  IFRS S2.34(a)  IFRS S2.36(a)  IFRS S2.36(b)  IFRS S2.36(d) |
| E1-5 – Energy consumption and mix |  |
| E1-6 – Gross Scopes 1, 2, 3 and Total GHG emissions | IFRS S2.29(a)  IFRS S2.B19  IFRS S2.B30  IFRS S2.B31  IFRS S2.B32  IFRS S2.B34  IFRS S2.B38–B57  IFRS S2.B56(a)  IFRS S2.B56(b) |
| E1-7 – GHG removals and GHG mitigation projects financed through carbon credits | IFRS S2.36(e) |
| E1-8 – Internal carbon pricing | IFRS S2.29(f) |
| E1-9 – Anticipated financial effects from material physical and transition risks and potential climate-related opportunities | IFRS S1.21(b)  IFRS S2.17  IFRS S2.22(a)  IFRS S2.25(b)  IFRS S2.29(b)  IFRS S2.29(c)  IFRS S2.29(d)  IFRS S2.31  IFRS S2.B65(e) |

In the consolidated management report and, to a greater extent, the sustainability statement (as well as in the audit report and annual accounts), the Group includes

information that is equivalent to the requirements under the SASB standards that apply to the financial sector, mainly in relation to 'commercial banking (FN-CB)', but also in

relation to other sub-industries such as: 'Asset management and custody activities (FN-AC)', 'consumer finance (FN-CF)', and 'investment banking and intermediation (FN-IB)'.

Annual report 2025251

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

![4.GobCoorp_ENG.jpg]()

Corporate governance

Annual report 2025252

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |
| --- | --- |
|  |  |
| [1. 2025 overview](#i8dd2c09195614056b7036eee887eca61) | [253](#i8dd2c09195614056b7036eee887eca61) |
| [Statement from Glenn Hutchins, Lead Independent](#ia56629b979df4f7a9283db50aa04417b)  [Director](#ia56629b979df4f7a9283db50aa04417b) | [253](#ia56629b979df4f7a9283db50aa04417b) |
| [1.1 Our board of directors](#i3c1f57a281744500b55bcb939e3877f8) | [254](#i3c1f57a281744500b55bcb939e3877f8) |
| [1.2 Engagement with shareholders](#i58f5fcd740fc4533a6b47b0e7d9d7f41) | [255](#i58f5fcd740fc4533a6b47b0e7d9d7f41) |
| [1.3 Achievement of our 2025 priorities](#i15ee46ff9d8542d2a009275c447484b6) | [256](#i15ee46ff9d8542d2a009275c447484b6) |
| [1.4 Priorities for 2026](#ida16387b3ac44d22a844735afb9517f1) | [259](#ida16387b3ac44d22a844735afb9517f1) |
| [2. Ownership structure](#i9528ababb93745f7af166f6cf76c7881) | [260](#i9528ababb93745f7af166f6cf76c7881) |
| [2.1 Share capital](#i29c93c56af234f63b0525049652c6d7b) | [260](#i29c93c56af234f63b0525049652c6d7b) |
| [2.2 Authority to increase capital](#id119eaf11f044e31802c414a113cd1e8) | [260](#id119eaf11f044e31802c414a113cd1e8) |
| [2.3 Significant shareholders](#i2dddca20be54473a92f7a5d7d82c81f5) | [261](#i2dddca20be54473a92f7a5d7d82c81f5) |
| [2.4 Shareholders’ agreements](#i5061ad99f45b46dc852d1b9ed01afc2e) | [262](#i5061ad99f45b46dc852d1b9ed01afc2e) |
| [2.5 Treasury shares](#i2c06117c32b646b4865d0ea6c4402398) | [262](#i2c06117c32b646b4865d0ea6c4402398) |
| [2.6 Stock market information](#i7a4cf0b2d99442eea54af02e52258e76) | [265](#i7a4cf0b2d99442eea54af02e52258e76) |
| [3. Shareholders and general meeting](#i10fe26cbfe8647d2b72ca39b15bef333) | [266](#i10fe26cbfe8647d2b72ca39b15bef333) |
| [3.1 Shareholder communication and engagement](#i90401e94acd247c6b7a0c65e3721cddf) | [266](#i90401e94acd247c6b7a0c65e3721cddf) |
| [3.2 Shareholder rights](#i508444e3c95f4a7ca01ed2e6f8f83ecb) | [268](#i508444e3c95f4a7ca01ed2e6f8f83ecb) |
| [3.3 Dividends and shareholder remuneration](#i81e24762c4774f99a06c5939a3731ceb) | [269](#i81e24762c4774f99a06c5939a3731ceb) |
| [3.4 2025 AGM](#iec8050e62e504e8786147c708a42111b) | [270](#iec8050e62e504e8786147c708a42111b) |
| [3.5 Our next AGM in 2026](#ib7dcf86daa3642ab97b40421d44fde33) | [272](#ib7dcf86daa3642ab97b40421d44fde33) |
| [4. Board of directors](#i662cd085269c4560b7ee3235b8513dcc) | [274](#i662cd085269c4560b7ee3235b8513dcc) |
| [4.1 Our directors](#if2f6ca634f9d47748ee3d58ee8834820) | [275](#if2f6ca634f9d47748ee3d58ee8834820) |
| [4.2 Board composition](#ie7d73f4ba6914d879fa206a69e742d8e) | [283](#ie7d73f4ba6914d879fa206a69e742d8e) |
| [4.3 Board functioning and effectiveness](#iaa4546b2075340c6b46fe4360b507701) | [289](#iaa4546b2075340c6b46fe4360b507701) |
| [4.4 Executive committee activities in 2025](#ieca96d54adc84c6598ebc62e3b02af63) | [297](#ieca96d54adc84c6598ebc62e3b02af63) |
| [4.5 Audit committee activities in 2025](#i4c22f2b95e504b07ade2c1f12b3d4dd8) | [298](#i4c22f2b95e504b07ade2c1f12b3d4dd8) |
| [4.6 Nomination committee activities in 2025](#ie4fbf9da7d7b4b94bf43e1aa03e806f5) | [304](#ie4fbf9da7d7b4b94bf43e1aa03e806f5) |
| [4.7 Remuneration committee activities in 2025](#i50d9b88e87bf4afa8234decfb1ce859f) | [308](#i50d9b88e87bf4afa8234decfb1ce859f) |
| [4.8 Risk supervision, regulation and compliance](#ie1375269681c4349a720ae78d02cc42b)  [committee activities in 2025](#ie1375269681c4349a720ae78d02cc42b) | [311](#ie1375269681c4349a720ae78d02cc42b) |
| [4.9 Responsible banking, sustainability and culture](#iec8467742d1f46f5a6a5b27be722fa64)  [committee activities in 2025](#iec8467742d1f46f5a6a5b27be722fa64) | [315](#iec8467742d1f46f5a6a5b27be722fa64) |
| [4.10 Innovation and technology committee activities](#i4780831dcae44b4dbc356ba775d4059e)  [in 2025](#i4780831dcae44b4dbc356ba775d4059e) | [318](#i4780831dcae44b4dbc356ba775d4059e) |
| [4.11 International advisory board](#i3fb7a9f1c6ff410d852e52d8fba26d53) | [321](#i3fb7a9f1c6ff410d852e52d8fba26d53) |
| [4.12 Related-party transactions and other conflicts](#i8b31a21a62dd4ec990b7c5cce7399a8a)  [of interest](#i8b31a21a62dd4ec990b7c5cce7399a8a) | [322](#i8b31a21a62dd4ec990b7c5cce7399a8a) |
| [5. Senior management team](#i1ccb27f9c085440d95bcbbea0dc6e86b) | [324](#i1ccb27f9c085440d95bcbbea0dc6e86b) |

|  |  |
| --- | --- |
|  |  |
| [6. Remuneration](#i5cd1d0ac6e7244da9057e02933307f63) | [326](#i5cd1d0ac6e7244da9057e02933307f63) |
| [Introduction](#ib23cab575d824971ba17c5e423d73165) | [326](#ib23cab575d824971ba17c5e423d73165) |
| [6.1 Principles of the remuneration policy](#iec12f20d121a439ab0291d500ff4a3e2) | [327](#iec12f20d121a439ab0291d500ff4a3e2) |
| [6.2 Remuneration of directors for supervisory](#i4a430f47e03c4581b5fcbd634be83009)  [and collective decision-making duties: policy](#i4a430f47e03c4581b5fcbd634be83009)  [applied in 2025](#i4a430f47e03c4581b5fcbd634be83009) | [327](#i4a430f47e03c4581b5fcbd634be83009) |
| [6.3 Remuneration of directors for executive duties](#i09ca84f1456e492ea658de24b22fe04d) | [330](#i09ca84f1456e492ea658de24b22fe04d) |
| [6.4 Directors' remuneration policy for 2026, 2027](#i84b385190d8c442c819fae33567b0280)  [and 2028](#i84b385190d8c442c819fae33567b0280) | [345](#i84b385190d8c442c819fae33567b0280) |
| [6.5 Preparatory work and decision-making for the](#ibda800787fb54091a5d205048ef8f338)  [remuneration policy; remuneration committee](#ibda800787fb54091a5d205048ef8f338)  [involvement](#ibda800787fb54091a5d205048ef8f338) | [355](#ibda800787fb54091a5d205048ef8f338) |
| [6.6 Remuneration of non-director members of senior](#ifbae6e4cfdcb4280bb92b49b425b7b23)  [management](#ifbae6e4cfdcb4280bb92b49b425b7b23) | [356](#ifbae6e4cfdcb4280bb92b49b425b7b23) |
| [6.7 Prudentially significant disclosures document](#i1bad72ef0ed74c8484d1d792e2d72f5b) | [357](#i1bad72ef0ed74c8484d1d792e2d72f5b) |
| [7. Group structure and internal governance](#i85ef1e714c3a4899a909bf4eaab7c91e) | [358](#i85ef1e714c3a4899a909bf4eaab7c91e) |
| [7.1 Group structure](#i15a25f884ad448d0aec311bce65a5853) | [358](#i15a25f884ad448d0aec311bce65a5853) |
| [7.2 Internal governance system](#ib75001a9887b421c8d35a6a1d85e4e3e) | [358](#ib75001a9887b421c8d35a6a1d85e4e3e) |
| [8. Internal control over financial reporting (ICFR)](#ieb9f225df5ac41189d016c00eed440f7) | [361](#ieb9f225df5ac41189d016c00eed440f7) |
| [8.1 Control environment](#ice0fd6167f5c4dbda0c27af3327a8dbc) | [361](#ice0fd6167f5c4dbda0c27af3327a8dbc) |
| [8.2 Risk assessment in financial reporting](#ie11b4adff037426d9743d14c14955713) | [362](#ie11b4adff037426d9743d14c14955713) |
| [8.3 Control activities](#i24f7648bf9c645b1be5d6d8b3487195e) | [362](#i24f7648bf9c645b1be5d6d8b3487195e) |
| [8.4 Information and communication](#i6e38993f645d43e98eeaa07a5cf22298) | [364](#i6e38993f645d43e98eeaa07a5cf22298) |
| [8.5 Monitoring of system functioning](#ia199d0dd2fdc48dfaa1fa71da79ee9cd) | [364](#ia199d0dd2fdc48dfaa1fa71da79ee9cd) |
| [8.6 External auditor report](#idacdb9012efd4d088183aaaa3f211bca) | [365](#idacdb9012efd4d088183aaaa3f211bca) |
| [9. Other corporate governance information](#i79e848e8624d41c391a98003afc47236) | [369](#i79e848e8624d41c391a98003afc47236) |
| [9.1 Reconciliation with the CNMV’s corporate](#i6a3552107bd74f258aa74e77f6dfc5e7)  [governance report model](#i6a3552107bd74f258aa74e77f6dfc5e7) | [369](#i6a3552107bd74f258aa74e77f6dfc5e7) |
| [9.2 Statistical information on corporate governance](#i9562a073d05b490cb37425347904d70d)  [required by the CNMV](#i9562a073d05b490cb37425347904d70d) | [373](#i9562a073d05b490cb37425347904d70d) |
| [9.3 References on compliance with](#i2b526a4176934d8083f27b9d15f12db2)  [recommendations of Spain's Corporate](#i2b526a4176934d8083f27b9d15f12db2)  [Governance Code](#i2b526a4176934d8083f27b9d15f12db2) | [396](#i2b526a4176934d8083f27b9d15f12db2) |
| [9.4 Reconciliation to the CNMV’s remuneration](#i448596a36e3441c4ba4f015ca314fd84)  [report model](#i448596a36e3441c4ba4f015ca314fd84) | [398](#i448596a36e3441c4ba4f015ca314fd84) |
| [9.5 Statistical information on remuneration required](#id1cb98de765444df84b77fa6ef93ddc5)  [by the CNMV](#id1cb98de765444df84b77fa6ef93ddc5) | [399](#id1cb98de765444df84b77fa6ef93ddc5) |

Annual report 2025253

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

1.

#### 2025overview

Statement from Glenn Hutchins, Lead Independent Director

|  |  |  |  |
| --- | --- | --- | --- |
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|  | GlennHutchins_E.jpg |  | Glenn H. Hutchins ,  Vice Chair and Lead Independent Director |
|  |  |  |  |

"To our shareholders,

In 2025, the board remained focused on what matters most:

creating shareholder value, allocating capital with discipline, and

accelerating the technological transformation of the Group.

Capital allocation

Our capital allocation strategy is clear: direct resources toward

markets where Santander’s connectivity and scale generate the

highest returns. This year we took decisive action, completing the

sale of Santander Bank Polska and acquiring both TSB in the UK

and, in 2026, Webster in the US. These moves strengthen our

presence in core markets and position the Group to deliver on the

financial targets we laid out at Investor Day.

Transformation and technology

The board continued to oversee One Transformation, our initiative

to build common technology platforms across the Group. We

approved a new data and AI corporate framework, designed to

improve agility, drive efficiency, and deliver measurable business

impact at scale — all while ensuring responsible AI practices. From

boardroom operations to enterprise-wide execution, technology is

reshaping how Santander competes.

Governance and engagement

Effective governance underpins everything we do. We

strengthened board composition to align with our strategic

direction, including the nomination of Deborah Vieitas, Chair of

Santander Brasil, who brings deep knowledge of one of our most

important markets. As Homaira Akbari steps down from the board,

I would like to recognize her service and contribution.

We also completed an internal board effectiveness review, which

confirmed the strength of our Executive Chair model and its checks

and balances while identifying areas for continued improvement.

I remain committed to direct engagement with shareholders. In

2025, I conducted productive discussions with investors ahead of

our AGM, which will again be held in a fully virtual format —

consistent with our ambition to be a technology-first company and

to maximize shareholder participation.

Looking ahead

The board will continue to hold management accountable for

disciplined capital allocation, accelerated transformation, and

transparent communication with stakeholders. We are confident in

the strategy and in the team executing it".

Annual report 2025254

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 1.1 Our board of directors

#### Appointments

In 2025, the board maintained a composition with the skills,

experience and diversity required to oversee and drive the Group's

strategy, and with an appropriate balance between executive and

non-executive directors. Two-thirds of our board members are

independent and 40% are women, in line with best corporate

governance practices and the Rules and regulations of the board.

At its meeting held on 24 February 2026, the board resolved to

submit to the 2026 AGM, subject to the relevant regulatory

authorization, the appointment of Deborah Vieitas as an

independent director, to fill the vacancy of Homaira Akbari, who

has informed of her decision not to stand for re-election and to

step down as a director following the 2026 AGM. For more details,

see sections [3.5 'Our next AGM in 2026'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_502).

Deborah Vieitas has an extensive professional track record in

banking and financial markets, having held senior executive

positions at international and Brazilian institutions. She brings solid

experience in corporate banking management and structuring,

trade finance, debt markets and structured finance, as well as in

the negotiation of complex transactions. Her appointment further

strengthens the board’s collective skills, international experience

and geographical diversity, as reflected in the board skills and

diversity matrix. She also contributes extensive experience in

strategy, accounting, auditing and financial expertise, risk

management and governance. This appointment is the result of a

director succession planning process aligned with the Group’s

global scale and risk profile, and with the board composition

criteria set out in our Policy for the selection, suitability assessment

and succession of directors. It is also consistent with the

conclusions and action plan arising from the board’s periodic

effectiveness review, which identified the value of incorporating a

profile with these characteristics.

No other changes have occurred to the board of directors.

#### Changes to the committees

In 2025, the board made these changes to the composition of its

committees to ensure that they remained well equipped to

discharge their responsibilities:

• Remuneration committee: Antonio Weiss was appointed to the

committee on 1 January 2025.

• Risk supervision, regulation and compliance committee: José

Antonio Álvarez became a member on 1 January 2025.

#### Effectiveness

Corporate governance is a priority for Santander. We remain

confident of the effectiveness of our governance model, which

continues to receive strong shareholder support, as evidenced by

their high participation in general meetings and strong approval

rates for corporate management and the appointment and re-

election of directors. We are also aware that governance

arrangements need to adapt to evolving business and strategy

needs and, therefore, we continue to look for opportunities to

improve.

We have a strong boardroom culture, and the annual board

effectiveness review represents a structured reflection point that

enables us to verify the quality and effectiveness of its functioning.

It also ensures that the board is able to support and oversee

management appropriately through constructive challenge.

In 2025, the board conducted its annual effectiveness review

internally, with a consensus view that the board and its

committees continue to operate effectively. The nomination

committee and the board considered areas identified for further

improvement, and the resulting action plan was approved in

December 2025 (for more details, see ['Board effectiveness review](#ifb2b99624daa4646a71a5fe829ff7983_75730)

[in 2025'](#ifb2b99624daa4646a71a5fe829ff7983_75730) in section 4.3). In addition, throughout 2025, the

nomination committee monitored the execution of the action plan

derived from the 2024 board effectiveness review that, in line with

our established cycle, was conducted internally.

We are confident that the actions derived from recent reviews will

continue to assure the ongoing effectiveness of the board and its

committees.

#### Remuneration policy

The remuneration policy for 2025, 2026 and 2027 obtained strong

support from shareholders at our 2025 AGM (96.35% of votes in

favour). This policy introduced a number of changes that the board

proposed following careful consideration of the opinions of our top

shareholders and major proxy advisors. We obtained their

feedback during the engagement meetings led by Glenn Hutchins,

our Lead Independent Director and remuneration committee chair,

to ensure that our remuneration policy continued to align with

their expectations.

In 2026, 2027 and 2028, the compensation principles and

composition will remain the same as in 2025. The remuneration

policy submitted to shareholder approval at the 2026 AGM centres

on further aligning the remuneration framework with the strategic

priorities that we presented at the Investor Day held on 25

February 2026. According to the board, this approach translates

into a stable, transparent remuneration framework that aligns well

with the new strategy, reinforces pay-for-performance principles,

supports long-term performance, and continues to match

shareholders’ expectations.

In 2026, it is proposed to increase 5% the annual salary and target

bonus of the executive directors, in view of the excellent business

results and total shareholder return in 2025 (132%), and in order

to ensure a competitive remuneration compared to other peer

groups. This increase is lower than the one of the average

remuneration of the Group’s staff in Spain from 2024 to 2025 on a

like for like basis (+6%).

As for their variable remuneration in 2026:

• As investor feedback suggests, Banco Santander has made

strides in simplifying the quantitative and qualitative

components of the bonus scorecard to increase clarity and

understanding.

• The portion of variable remuneration subject to long-term

metrics will remain at 40% and metrics related to total

shareholder return (TSR), return on tangible equity (RoTE), and

sustainability, will be maintained.

• 40% will be paid in cash and 60% in instruments, as in 2025.

Annual report 2025255

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

As for directors' remuneration in their capacity as such, for 2026

the board, on the remuneration committee's proposal, approved a

5% increase (in respect of 2025) to all the amounts, in view of the

most recent market benchmarking analysis we conducted

alongside an independent expert. This study concluded that the

remuneration received by our directors is competitive, while also

identifying room for improvement in line with the peer groups. This

remuneration remains within the maximum amount approved by

shareholders.

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|  | For more details, see section [6. 'Remuneration'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_562). |

#### 1.2 Engagement with shareholders

#### Ongoing engagement

In 2025 we continued to combine traditional and virtual channels

in our engagement with our more than 3.5 million shareholders.

This enabled us to meet their needs and encourage their

involvement in our corporate governance. For more details, see

'[Shareholder engagement in 2025](#i0a320c1a30f14f91aecc68d4b8db9d34_23682)' in section 3.1.

In line with market trends in the format of general shareholder

meetings and as part of our commitment to digitalization, we held

our 2025 AGM exclusively by remote means. This format ensures

equal treatment for all shareholders and offers them the same

opportunities to participate, regardless of their location. The high

level of participation reflects shareholders’ satisfaction with this

option, which the board of directors considered (among other

reasons) in its decision to convene the 2026 AGM once again in a

fully virtual format (see ['Virtual AGM'](#ib2f28dcd155047f9bc951654cae151a6_4236) in Section 3.5).

S

#### hareholder remuneration

The 2025 shareholder remuneration policy set a target to allocate

approximately 50% of the Group's net reported profit (excluding

non-cash, non-capital ratios impact items), split almost evenly

between cash dividends and share buybacks.

Additionally, in 2025 Banco Santander announced the objective to

allocate at least EUR 10 billion to share buybacks in relation to the

2025 and 2026 results, as well as expected capital excess. As part

of this target, on 29 July 2025 the board resolved to execute a

share buyback programme for a maximum amount of EUR 1,700

million (First 2025 Buyback Programme), executed from 31 July to

22 December 2025. Further, on 3 February 2026 the board

approved to implement a share buyback programme of up to EUR

5.030 billion (Second 2025 Buyback Programme). Under the

shareholder remuneration policy in relation to the 2025 results,

1,830 million euros correspond to c. 25% of the Group’s net

reported profit for the second half of 2025. The remaining amount

corresponds to an extraordinary buyback of 3,200 million euros,

equivalent to approximately 50% of the CET1 capital generated in

January 2026 following completion of the sale of 49% of

Santander Bank Polska to Erste Group.

Once the Second 2025 Buyback Programme has been executed and

the complementary cash dividend that is being proposed to the

2026 AGM has been paid, the total shareholder remuneration in

relation to the 2025 results will be EUR 7,050 million

(approximately 50% of the Group's 2025 net reported profit,

excluding non-cash, non-capital ratios impact items), split almost

evenly between cash dividends and share buybacks.

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|  | For more details, see section [3.3 'Dividends and shareholder](#i6ecb2a0d58d04b53bfadfa2a833efaa7_496)  [remuneration'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_496). |

Annual report 2025256

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 1.3 Achievement of our 2025 priorities

The 2024 annual report disclosed the board priorities for 2025. The following chart describes how we delivered on each priority.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 2025 priorities |  | How we delivered |
| Transformation | | |
| To oversee the implementation  of our operating model,  ensuring that we operate as a  truly global-local organization  with five global businesses,  simplifying processes, reducing  costs and improving customer  experience by further  optimizing our product  portfolio. |  | The board continued to monitor the Group’s transformation journey, aimed at leveraging the value  and potential of the Group’s scale and network effects as a truly global-local organization. Against  this backdrop, the board placed particular focus on these areas:  • One Transformation: The board continued to oversee the Group’s strategy to simplify the product  portfolio and automate processes to serve customers better, facilitate interactions with them, and  progress towards our ambition of becoming our customers’ primary bank while increasing  transactionality.  • Common technology platforms: The board also monitored the development of joint innovative  common platforms at Group level that, powered by our global scale, enable process simplification  and an enhanced customer experience, while contributing to lower operating costs.  • Data & Artificial Intelligence (AI): The board appointed a Group Chief Data & AI Officer (CDAIO),  reporting to the Executive Chair, with the mandate to evolve the Group’s data strategy, define the  ambition and operating model to embed AI across the organization, and foster a strong data  culture and AI expertise. The board approved the associated corporate framework and monitored  the execution of the data & AI strategy to harness their full potential as strategic assets within the  defined risk appetite. This monitorisation focused on streamlining and optimizing data  management and treatment to enhance agility and cost efficiency, ensuring responsible AI  practices aligned with applicable regulations and ethical standards, and scaling Group-wide  initiatives that generate measurable business impact. These included investment copilots to  provide real-time strategic insights, pilots aimed at enhancing customer experience, and AI agents  for the automation of back-office processes across our footprint. |
| People | | |
| To remain focused on  attracting and retaining the  best talent to fulfil our strategy  now and in the future,  maintaining our proactive  approach to senior  management succession  planning, based on the Group's  strategic needs. |  | The board believes that ensuring the right talent and capabilities, as well as attracting and retaining  top professionals through a best-in-class employee value proposition, is key to enabling our  transformation. Consequently, proactive senior management succession planning continued to be a  top priority on the board’s agenda in 2025.  Throughout the year, the board emphasized the importance of cultural alignment, collaboration and  strong performance as core criteria for all senior appointments, ensuring that they continue to align  the Group’s strategic priorities. As part of that, the board monitored the evolution of the leadership  teams across global businesses, main subsidiaries and global corporate functions, balancing the  importance of developing a strong internal succession pipeline with the need to attract targeted  external talent required to deliver our strategic targets.  The board enhanced its visibility on the depth of talent within the Group dedicating more time  engaging top talent outside of the boardroom, meeting top talent based in the US as part of its visit  to this country in 2025. As on previous occasions, the event was both successful and productive, with  directors and the top talent participants providing positive feedback. |
| Culture | | |
| To monitor the embeddedness  of agile methodologies and  more flexible organizational  structures across the Group to  promote a more collaborative  and multidisciplinary way of  working that results in a  greater customer focus. |  | In 2025, the Group adopted an agile approach in the way we work as a key step towards becoming a  global open financial services platform. We designed this approach to make the organization more  collaborative, efficient and customer-focused, through multidisciplinary teams across the Group, all  within the existing governance framework and associated reporting lines. As part of that, the board  approved specific amendments to the Group Subsidiary Governance Model in 2025 to effectively  implement these organizational changes and it has monitored their proper execution. |

Annual report 2025257

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| --- | --- | --- |
|  |  |  |
| 2025 priorities |  | How we delivered |
| Long-term shareholder value | | |
| To promote the generation of  long-term and sustainable  shareholder value creation  through consistent returns  growth while maintaining our  robust capital management  discipline to ensure strong  shareholder remuneration and  the resources required to  deliver our strategy. |  | Our share price performed positively in 2025, partially driven by the fact that we continued to deliver  against the public targets we announced at the 2023 Investor Day, as follows:  • Revenue and customer growth: revenue increased 3.9% in constant euros (0.3% in current euros)  up to EUR 62,390 million and customer numbers climbed eight million to 180 million.  • Strength: CET1 above 12%, closing the year at 13.5% (vs. 12.83% in 2024), where we have  maintained a disciplined capital allocation methodology and prudent risk management, as  reflected by the non-performing loan ratio, which improved to 2.91%, remaining at historically low  levels, and with a solid cost of risk at 1.15%.  • Profitability: Return on tangible equity (RoTE) post-AT1 increased to 16.3%.  • Cost discipline: Operating expenses fell by 1%, in line with our public target. As a result, the  efficiency ratio improved to 41.2%.  • Shareholder remuneration: The remuneration paid to shareholders in 2025 was 10% higher than  in 2024. We paid out approximately EUR 3,300 million in a cash dividend (EUR 22.50 cents per  share with the right to receive a dividend, of which we paid out EUR 11.00 cents per share in May  2025 and EUR 11.50 cents per share in November 2025), which is a 15% increase on the cash  dividend paid out in 2024. Moreover, we also paid out approximately EUR 3,300 million through  share buyback programmes.  • Total value creation: The Group continued to increase created value for shareholders, achieving an  earnings per share (EPS) of EUR 0.91 (+17%) and tangible net asset value (TNAV) per share of EUR  5.76 at year-end 2025. Including cash dividends paid during the year, total value creation (TNAV  plus cash dividend per share) rose by 14%.  The board also assessed specific inorganic opportunities based on their fit within the Group strategic  position and priorities. In 2025, we took a major step in strategic inorganic capital reallocation in line  with our shareholder value creation commitment, growing the Group's scale in geographies with  highly connected markets as follows:  • Poland: The board approved and oversaw the execution of the sale of 49% of Santander Bank  Polska to Erste Group, and the agreed strategic cooperation across Corporate & Investment  Banking (CIB) and payments. Completion of these transactions resulted in a net capital gain of  approximately EUR 1,900 million for the Group.  • United Kingdom: The board agreed to acquire 100% of TSB Banking Group plc (TSB) from Banco de  Sabadell, S.A. to strengthen Santander’s position in the UK.  • United States: The board also agreed to acquire Webster Financial Corporation (Webster) to  strengthen Santander US in both scale and profitability. Both transactions, TSB and Webster, which  remain subject to the corresponding approvals, are consistent with our strategy to carry out bolt-  on acquisitions to accelerate organic growth in the Group’s core markets while adhering to our  strict capital hierarchy. |

Annual report 2025258

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|  |  |  |
| --- | --- | --- |
|  |  |  |
| 2025 priorities |  | How we delivered |
| Sustainability goals | | |
| To oversee the fulfilment of our  sustainability goals by striking  a balance between financing  our customers in their  transition to a low-carbon  economy and varying political  and regulatory approaches. In  addition, we will continue to  take care of the sustainability  agenda, in line with our  purpose to help people and  businesses prosper. |  | The board continued to monitor the progress made on our sustainability goals. In particular:  • We raised or facilitated EUR 34.56 billion in green finance in 2025.  • We supported 6.3 million people with financial inclusion initiatives since 2023, reaching our 2025  goal of 5 million half a year in advance. In 2025, our microfinance programmes in Latin America  supported 1.8 million entrepreneurs with EUR 1,258.36 million in loans through programs like  Prospera, Tuiio and Surgir.  • We invested EUR 163.78 million to support the communities in which we operate. In particular,  EUR 102.9 million was allocated to support education, employability and entrepreneurship  through Santander Universidades. Likewise, in 2025, we continued to help our people and  customers in special situations, such as the ones that took place in Valencia and Castilla-La Mancha  (Spain) and Bahia Blanca (Argentina), among others.  • We progressed towards equality, achieving a greater representation of women in senior positions,  reaching 38.5% in 2025.  • We closed 2025 with 4,854 persons with disabilities employed within the Group (2.5% of our  global workforce), in line with our commitment to boost their inclusion by increasing the number  of hires and promotions and fostering accessibility.  For more details, see the  ['Sustainability statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) ['](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) chapter. |
| Governance effectiveness | | |
| To enhance the overall  effectiveness and composition  of the board and its  committees, with an  appropriate composition and  ensuring that their role is  discharged in the most tangible  and effective manner. |  | In 2025, we continued to work on an appropriately refreshed board of directors, ensuring diversity in  its broadest sense (gender, geographical provenance, academic background, skills and experience).  As part of that, we will shortly welcome Deborah Vieitas, whose appointment has been submitted to  the 2026 AGM (subject to regulatory approval), further reinforcing the board's composition to ensure  that we are well placed to address the challenges that our business faces and taking into account  feedback from previous board effectiveness reviews.  In 2025, the nomination committee monitored execution of the action plan derived from the 2024  internal board effectiveness review, which was successfully completed in June 2025. In addition, the  board conducted its annual effectiveness review in 2025 internally. The findings of the review  concluded that the board and its committees continue to operate effectively and that the board's  contribution is highly valuable for management. For more details, see ['Board effectiveness review in](#ifb2b99624daa4646a71a5fe829ff7983_75730)  [2025'](#ifb2b99624daa4646a71a5fe829ff7983_75730)  in section 4.3. |

Annual report 2025259

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 1.4 Priorities for 2026

The board set these priorities for 2026:

→ Long-term shareholder value and disciplined capital allocation

Monitor the execution and achievement of the public targets

announced at the 2026 Investor Day by promoting the

generation of long-term and sustainable shareholder value

creation through consistent returns growth and robust capital

management discipline, acting responsibly at all times.

→ Global-local operating model and transformation

Oversee progress with the implementation of our global-local

operating model and transformation strategy, with a key focus

on delivering structural efficiency and enhancing customer

experience through innovative common platforms and an

embedded use of AI across the organization.

→ Risk oversight

Continue to identify and mitigate risks within the approved

appetite and in line with our risk culture (Risk Pro), with the

support of the risk supervision, regulation and compliance

committee. Continue to promote our most optimal preparedness

for an evolving geopolitical environment and macroeconomic

uncertainty, and ensure the effective management of risks

arising from strategic initiatives and new technologies, while

maintaining strong operational resilience as the Group advances

its digital transformation and AI–related strategy.

→ People & Culture

Maintain our proactive approach to talent management and

remuneration schemes, ensuring that both continue to evolve to

fully reflect the Group´s strategic priorities and future leadership

needs.

→ Governance effectiveness

Keep our corporate governance arrangements under constant

review to make sure they continue to consider the expectations

of supervisors, shareholders, and other stakeholders, with the

support of the nomination committee. Continue to enhance the

overall effectiveness of the board and its committees with an

appropriate composition so that they discharge their role in the

most tangible and effective manner.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Aligned with high corporate governance  standards | | |
| AENORSantander.jpg |  | Banco Santander has the highest  score in the Spanish Association  for Standardisation and  Certification's (AENOR) Good  Corporate Governance Index  (GCGI V2.0), which verifies  aspects such as composition and  functioning of the board and its  committees, shareholders'  general meeting, remuneration  policy, compliance and  transparency. |

Annual report 2025260

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

2. Ownership structure

→

#### Broad and balanced shareholder base

→

#### A single class of shares

→

#### Authorized capital consistent with best practice to provide the necessary flexibility

#### 2.1 Share capital

Our share capital comprises ordinary shares, each with a par value

of EUR 0.50. Every share belongs to the same class and carries the

same voting, dividend and other rights.

We do not have any bonds or securities that can be converted into

shares other than the contingent convertible preferred securities

(CCPS) mentioned in section [2.2 'Authority to increase capital'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_472) .

As at 31 December 2025, Banco Santander's share capital

amounted to EUR 7,344,659,751, divided into 14,689,319,502

shares.

In 2025, we amended our share capital twice, to reduce it:

• First, for the amount of EUR 133,583,475 (c. 1.76% of share

capital), under the terms agreed at the 2025 AGM, through the

cancellation of the shares repurchased under the second

buyback programme that formed part of the shareholder

remuneration policy for 2024, which was registered with the

Companies Register on 6 June 2025.

• Second, by EUR 98,002,935 (c. 1.32% of share capital), under

the terms agreed at the 2025 AGM, through the cancellation of

the shares repurchased under the First 2025 Buyback

Programme. We registered this reduction with the Companies

Register on 30 December 2025.

Since November 2021, when we completed the first buyback

programme of those executed within the framework of the

shareholder remuneration policy, Banco Santander has reduced its

share capital by c. 15.3% of the outstanding shares as of that date.

At the 2026 AGM, the board of directors submitted a share capital

reduction proposal to cancel the shares that will be acquired

through the Second 2025 Buyback Programme; as well as, if

appropriate, a further proposal to cancel the shares that are

acquired in any new buyback programme that the board may

implement or by other legally permitted means.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see sections [2.5 'Treasury shares'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_481) and [3.5 'Our next AGM](#i6ecb2a0d58d04b53bfadfa2a833efaa7_502)  [in 2026'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_502). |

We have a diversified and balanced shareholder structure, with

3,518,729 shareholders as at 31 December 2025, broken down by

type, geographical origin and number of shares as follows:

|  |  |
| --- | --- |
|  |  |
| Type of investor | |
|  | % of share capital |
| Board A | 1.33% |
| Institutional | 64.52% |
| Retail | 34.15% |
| Total | 100% |

A. Shares owned or represented by directors. For more details, see ['Tenure and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_514)

[equity ownership'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_514) in section 4.2 and subsection A.3 in section  [9.2 'Statistical](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)

[information on corporate governance required by CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625).

|  |  |
| --- | --- |
|  |  |
| Share capital distribution by geography | |
| MapaENG.jpg | |

|  |  |
| --- | --- |
|  |  |
| Number of shares | |
|  | % of share capital |
| 1-3,000 | 8.60% |
| 3,001-30,000 | 14.18% |
| 30,001-400,000 | 9.40% |
| Over 400,000 | 67.82% |
| Total | 100% |

#### 2.2 Authority to increase capital

Under Spanish law, shareholders at the general meeting have the

authority to increase the share capital and may delegate power to

the board of directors to increase the share capital by no more than

50%. Our Bylaws are consistent with Spanish law and do not set

out special conditions for share capital increases.

As at 31 December 2025, our board of directors had received

authorization from shareholders to approve or carry out these

capital increases:

• Authorized capital to 2027: Shareholders at the 2024 AGM

granted authorization to the board to increase the share capital

on one or more occasions by up to EUR 3,956,394,643 (50% of

the capital at the time of that AGM). The board can issue shares

for cash consideration with or without pre-emptive rights for

shareholders. The board was granted this authorization for three

years (until 22 March 2027).

Annual report 2025261

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Shares without pre-emptive rights can be issued up to EUR

791,278,928.50 (10% of the capital at the time of the 2024

AGM). However, under Spain's Corporate Enterprises Act, this

limit does not apply to capital increases to convert CCPS (which

shall be converted into newly-issued shares if the CET1 ratio falls

below a predetermined threshold). This authorization was used

for the CCPS issue carried out in 2025.

• Capital increases approved for contingent conversion of CCPS:

We issued contingent convertible preferred securities that

qualify as regulatory Additional Tier 1 (AT1) instruments and

would be converted into newly-issued shares if the CET1 ratio

fell below a predetermined threshold. Each issue was backed by

a capital increase approved under the authorization granted to

the board by shareholders in force at the time of the CCPS issue.

The chart below shows the outstanding CCPS at the time of this

report, with details about the capital increase resolutions that

back them. Those capital increases are, therefore, contingent and

have been delegated to the board of directors. The board is

authorized to issue additional CCPS and other convertible

securities and instruments in accordance with a resolution

passed at the 2023 AGM that allows convertible instruments and

securities to be issued for up to EUR 10 billion or an equivalent

amount in another currency (under this authorization, two CCPS

issues were executed in 2024 and one in 2025). Any capital

increase resulting from the conversion of shares and other

convertible instruments will occur according to the capital

increase authorization made at the time those instruments were

issued.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Issues of contingent convertible preferred securities (CCPS) | | | | |
| Date of  issuance | Nominal amount | Discretionary remuneration per annum | Conversion predetermined  threshold | Maximum number  of shares in case  of conversion  A |
| 06/05/2021 | USD 1,000 million | 4.75% for the first 6 years | If, at any time, the CET1 ratio of  Banco Santander or the Group is  lower than 5.125% | 391,389,432 |
| 06/05/2021 | EUR 750 million | 4.125% for the first 7 years | 352,278,064 |
| 21/09/2021 | EUR 1,000 million | 3.625% for the first 8 years | 498,007,968 |
| 16/11/2023 | USD 1,150 million | 9.625% for the first 5 years and 6 months | 447,470,817 |
| 16/11/2023 | USD 1,350 million | 9.625% for the first 10 years | 525,291,828 |
| 20/05/2024 | EUR 1,500 million | 7% for the first 6 years | 501,672,240 |
| 01/08/2024 | USD 1,500 million | 8% for the first 10 years | 461,964,890 |
| 02/07/2025 | EUR 1,500 million | 6% for the first 6 years | 331,418,471 |

A. The figure corresponds to the maximum number of shares that could be required to cover the conversion of these CCPS, calculated as the quotient (rounded off by default) of

the nominal amount of the CCPS issue divided by the minimum conversion price determined for each CCPS (subject to any antidilution adjustments and the resulting

conversion ratio).

The board submitted the renewal of the authorisations to

increase the share capital and to issue convertible securities to

vote at the 2026 AGM.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see section [3.5 'Our next AGM in 2026'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_502). |

#### 2.3 Significant shareholders

As at 31 December 2025, no Banco Santander shareholder

individually held over 3% of the voting rights (the minimum

threshold provided under Spanish law to issue a mandatory

notification of a significant holding in a listed company).

Though the following shareholding held by an asset manager was

registered with Spain's stock market authority (CNMV) as at 31

December 2025, the  shares and financial instruments to whose

voting rights the notification refers are being held on behalf of

third parties (funds or other investment entities or the portfolios

they manage) and none of them exceeds 3% of the voting rights

that Banco Santander shares afford.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Significant shareholding as at 31 December 2025 | | |
| Date of entry in  CNMV register | Shareholder name | % voting rights A |
| 04/07/2025 | BlackRock Inc. | 6.861 |
| A. Includes voting rights attached to shares and financial instruments. | | |

The changes notified to the CNMV in 2025 with regard to

significant shareholdings are detailed below:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Changes to significant shareholdings in 2025 | | | |
| Date of entry in  CNMV register | Shareholder  name | Previous %A | Subsequent %A |
| 04/07/2025 | BlackRock Inc. | 6.875 | 6.861 |
| A. Includes voting rights attached to shares and financial instruments. | | | |

Though certain custodians appeared in our shareholder registry as

holding more than 3% of our share capital as at 31 December

2025, we understand that those shares were held on behalf of

other investors, none of whom exceeded that threshold

individually. These custodians were State Street Bank (13.90%),

Chase Nominees Limited (7.50%), The Bank of New York Mellon

Corporation (7.18%), Citibank (6.40%), BNP Paribas (3.74%),

Caceis Bank (3.57%) and The Northern Trust (3.06%).

There may be some overlap in the holdings declared by these

custodians and the abovementioned asset manager.

Last, as at 31 December 2025, neither our shareholder register nor

the CNMV's register showed any investor who resides in a non-

cooperative jurisdiction and holds at least 1% of our voting rights

Annual report 2025262

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

(which is the mandatory disclosure threshold applicable to such

investors under Spanish law).

Our Bylaws and the Rules and regulations of the board of directors

set out a regime to analyse and approve transactions with

shareholders who hold over 10% of the voting rights. For more

details, see section [4.12 'Related-party transactions and other](#i6ecb2a0d58d04b53bfadfa2a833efaa7_556)

[conflicts of interest'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_556).

#### 2.4 Shareholders’ agreements

In February 2006, several persons linked to the Botín-Sanz de

Sautuola y O’Shea family entered into a shareholders’ agreement

to set up a syndicate for their shares in Banco Santander. The

CNMV was informed of the signing of this agreement and the

subsequent amendments the parties made. This information can

be found on the CNMV website.

The main provisions of the agreement are:

• Transfer restrictions: Any transfer of Banco Santander shares

expressly included in the agreement requires prior authorization

from the syndicate meeting (which can freely authorize or reject

it), except when the transferee is also a party to the agreement

or Fundación Botín. These restrictions apply to the shares they

expressly cover under the agreement and to shares subscribed

for, or acquired by, syndicate members in exercising any

subscription, bonus share, grouping or division, replacement,

exchange or conversion rights that pertain or are attributed to, or

derive from, those syndicated shares.

• Syndicated voting: Under the agreement, the parties will pool the

voting rights attached to all their shares so that syndicate

members may exercise them and engage Banco Santander in a

concerted manner, in accordance with the instructions and the

voting criteria and orientation the syndicate establishes. This

covers the shares subject to the transfer restrictions mentioned

above as well as any voting rights attached to any other Banco

Santander shares held either directly or indirectly by the parties

to the agreement, and any other voting rights assigned to them

by virtue of usufruct, pledge or any other contractual title, for as

long as they hold those shares or are assigned those rights.

Representation of the syndicated shares is attributed to the

syndicate chair, who will be the chair of Fundación Botín

(currently Javier Botín, one of our directors and brother of our

Group Executive Chair (Ana Botín)).

Though the agreement initially terminates on 1 January 2056, it

will extend automatically for additional ten-year periods unless

one of the parties notifies of its intention not to extend six months

before the initial term or any extension period ends. The

agreement may only be terminated early if all the syndicated

shareholders agree unanimously.

As at 31 December 2025, the parties to this agreement held

110,326,647 shares in Banco Santander (0.75% of its capital at

such time), which were therefore subject to the voting syndicate.

They include 80,355,819 shares (0.55% of its capital by close of

2025) that are also subject to the referred transfer restrictions.

Subsection A.7 of section [9.2 'Statistical information on corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)

[governance required by CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) contains a list of parties to the

shareholders' agreement and the relevant information filed with

CNMV.

#### 2.5 Treasury shares

#### Shareholder approval

The acquisition of treasury shares was last authorized at our 2023

AGM, for five years and subject to these provisions:

• The treasury shares held cannot exceed 10% of Banco

Santander's share capital at any time, which is the legal limit set

under Spain's Corporate Enterprises Act.

• The acquisition price may not be lower than the par value of the

shares, nor exceed by more than 3% the highest of: the price of

the last independent transaction or the highest independent

offer at that time at the trading venue where the purchase is

made.

• The purpose of acquiring treasury shares will be discretionary

treasury share management, the execution of share buyback

programmes, the delivery of these shares under the framework

of the employee and director remuneration policy, or any other

purpose that the board deems pertinent at any given time.

#### Treasury shares policy

On 26 February 2024, the board updated the current treasury

shares policy, which dictates that Banco Santander may carry out

treasury share transactions for these purposes :

• Provide liquidity or the supply of securities in the market for

Banco Santander shares, which gives this market depth and

minimizes any potential temporary imbalances in supply and

demand.

• Take advantage, for the benefit of all shareholders, of weakness

in the share price due to its medium-term outlook.

• Meet Grupo Santander's obligations to deliver shares to our

employees and directors.

• Serve any other purpose authorized by the board within the legal

limits and those set at the general meeting.

Among other things, the policy also provides for:

• The principles to uphold in treasury share trades, which include

protecting financial markets' integrity and prohibiting market

manipulation and insider trading.

• The  operational  criteria for carrying out treasury share trades,

unless in exceptional circumstances as per the policy or carried

out through mechanisms, such as buyback programmes, with

regulation of their own. These criteria include rules on:

• Responsibility for execution  of these trades, which falls on

the Investments and Holdings department, which is kept

separate from the rest of Banco Santander.

• Venues: Trades must generally be carried out in regulated

markets and in the multilateral trading facilities stipulated in

the policy.

• Volume limits:  Trades must generally not exceed 15% of the

average daily trading volume for Banco Santander shares in the

previous 30 sessions on the relevant trading venue.

Annual report 2025263

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

• Price limits: In general, (a) buy orders should not exceed by

more than 3% the highest of (i) the price of the last

independent transaction prior to the relevant acquisition, or (ii)

the highest independent bid at that time on the trading venue

where the purchase is made; and (b) sell orders should not be

lower than the lowest of the price of the last trade in the

market by independent parties and the lowest sell order price

in the order book.

• Time limits, including a black-out period that applies (a) during

the 15 calendar days prior to the publication of quarterly

financial information, and (b) if Banco Santander has decided to

delay the disclosure of inside information according to market

abuse regulations, until such information is disclosed. In the

case of buyback programmes, the specific regulations establish

a black-out period of 30 calendar days prior to the publication

of annual and semi-annual results, which, however, will not

apply when the buyback programme is managed by a third

party or when the issuer has a temporary buyback programme

in place.

• Disclosure to the markets of treasury shares trading.

The policy applies to the discretionary trading of treasury shares

irrespective of whether they are carried out in regulated markets,

in multilateral trading facilities, outside the orders market, either

through blocks or through special transactions, or under buyback

programmes. Furthermore, buyback programmes shall comply

with all the applicable specific regulations, such as those on

market abuse and their relevant implementing rules. The policy

does not apply to transactions on Banco Santander's shares carried

out to hedge market risks or provide brokerage or hedging for

customers.

The full treasury shares policy is available on Banco Santander's

corporate website.

#### Execution of the buyback programmes in

#### relation to 2024 results

We executed two buyback programmes under the 2024

shareholder remuneration policy:

• In the first buyback programme, executed from 27 August to 3

December 2024, we acquired 341,781,250 treasury shares

(approximately 2.21% of share capital). Under the authorization

of the 2024 AGM, on 17 December 2024 the board resolved to

reduce Banco Santander’s share capital through the cancellation

of the repurchased shares.

• In the second buyback programme, executed from 6 February to

2 June 2025, we acquired 267,166,950 treasury shares

(approximately 1.76% of share capital). Under the terms agreed

at the 2025 AGM, on 2 June 2025 the executive committee, by

delegation of the board, resolved to reduce Banco Santander’s

share capital through the cancellation of the repurchased shares.

For more details, see section [2.1 'Share capital'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_469).

#### First 2025 Buyback Programme

Under the authorization of the 2023 AGM, and according to the

2025 shareholder remuneration policy, on 29 July 2025 the board

resolved to execute the First 2025 Buyback Programme, for a

maximum amount of EUR 1,700 million, equivalent to

approximately 25% of the Group's net reported profit (excluding

non-cash, non-capital ratios impact items) for the first half of 2025

and for which we had already obtained the required regulatory

authorization of the European Central Bank (ECB).

In the First 2025 Buyback Programme (executed from 31 July to 22

December 2025), we acquired 196,005,870 treasury shares

(accounting for approximately 1.32% of Banco Santander’s share

capital), at a weighted average price per share of EUR 8.67.

On 23 December 2025, the executive committee, by delegation of

the board, resolved to reduce the share capital in the amount of

EUR 98,002,935 by cancelling the 196,005,870 repurchased

shares.

|  |  |
| --- | --- |
|  |  |
|  | For more details on these share capital reductions, see section  [2.1 'Share capital'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_469) |

#### Second 2025 Buyback Programme

Under the same AGM approval, on 3 February 2026 the board

resolved to execute the Second 2025 Buyback Programme, for a

maximum amount of EUR 5,030 million. The appropriate

regulatory authorization had already been obtained and the

execution of the programme began on 4 February 2026. Under the

shareholder remuneration policy in relation to the 2025 results,

1,830 million euros correspond to c. 25% of the Group’s underlying

profit for the second half of 2025. The remaining amount

corresponds to an extraordinary buyback of 3,200 million euros,

equivalent to approximately 50% of the CET1 capital generated in

January 2026 following completion of the sale of 49% of

Santander Bank Polska to Erste Group.

The board submitted the resolution on the share capital reduction

through the cancellation of the shares repurchased under the

Second 2025 Buyback Programme to vote at the 2026 AGM. For

more details, see section [3.5 'Our next AGM in 2026'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_502).

#### Activity in 2025

As at 31 December 2025, Banco Santander and its subsidiaries held

11,077,291 shares, accounting for c. 0.08% of Banco Santander's

share capital (compared to 15,529,459 shares, accounting for

0.10% of the share capital as at 31 December 2024).

The chart below summarizes the monthly average proportion of

treasury shares to share capital throughout 2024 and 2025.

Annual report 2025264

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Monthly average of daily positions in treasury shares | | |
| % of Banco Santander’s share capital at month end | | |
|  | 2025 | 2024 |
| January | 0.14% | 1.83% |
| February | 0.29% | 0.13% |
| March | 0.52% | 0.54% |
| April | 1.14% | 0.98% |
| May | 1.65% | 1.49% |
| June | 0.18% | 1.54% |
| July | 0.01% | 0.02% |
| August | 0.20% | 0.06% |
| September | 0.37% | 0.45% |
| October | 0.61% | 0.94% |
| November | 0.96% | 1.60% |
| December | 1.01% | 1.36% |

In 2025, Banco Santander and its subsidiaries' treasury share trades amounted to the following values:

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Acquisitions and transfers of treasury shares in 2025 | | | | | | | | | | |
|  | Acquisitions | | | |  | Transfers | | | |  |
| EUR (except  number of  shares) | Number of  shares | Total par value | Total cash  amount | Average  purchase  price |  | Number of  shares | Total par value | Total cash  amount | Average  purchase  price | Profit (loss)  net of taxes |
| Discretionary  trading | 32,601,302 | 16,300,651 | 216,021,000 | 6.63 |  | 37,053,470 | 18,526,735 | 188,585,000 | 6.39 | 33,618,000 |
| Operations on  behalf of  clients A | 88,589,623 | 44,294,812 | 578,143,000 | 6.53 |  | 88,589,623 | 44,294,812 | 578,143,000 | 6.53 |  |
| Buyback  programmes | 463,172,820 | 231,586,410 | 3,287,000,000 | 7.10 |  | N/A | N/A | N/A | N/A | N/A |
| Total | 584,363,745 | 292,181,873 | 4,081,164,000 | 6.98 |  | 125,643,093 | 62,821,547 | 766,728,000 | 6.48 | 33,618,000 |

A. Transactions on Banco Santander's shares to hedge market risks or provide brokerage or hedging for customers.

The chart below shows significant changes in treasury shares that required disclosure to the CNMV in the year. Companies must report to

the CNMV when purchases of treasury shares exceed 1% of the total voting rights (without discounting transfers) or when there is a change

in the number of total voting rights.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Significant changes in treasury shares in 2025  A | | | |
|  | % of voting rights represented by shares | | |
| Reported on | acquired since last notice | transferred since last notice | held at reference date of notice |
| 25/03/2025 | 1.01% | 0.57% | 0.61% |
| 29/04/2025 | 1.00% | 0.16% | 1.45% |
| 12/06/2025 B | 1.03% | 0.58% | 0.62% |
| 12/06/2025 C | 1.02% | 0.17% | 1.48% |
| 12/06/2025 | 0.50% | 1.96% | 0.01% |
| 05/11/2025 | 1.07% | 0.26% | 0.82% |

A. Percentages calculated over share capital at the date of disclosure.

B. It amends report dated 25 March 2025.

C. It amends report dated 29 April 2025.

#### Transactions with financial instruments

The transactions with financial instruments with Banco Santander

shares as the underlying asset that Banco Santander carried out of

its own accord in 2025 for the purpose of discretionary treasury

share management were:

• At the end of Q1'25, the delta (i.e. net exposure to share price

changes) was equivalent to 1,860,000 shares. These derivatives

matured during the financial year. No transactions were

executed in Q2'25. In Q3'25, the final position amounted to a

delta equalling 3,000,000 shares.

• The final position at year end was a positive aggregated delta

equalling 3,252,000 shares worth a total of EUR 32,751,000.

• The instruments used were total return equity swaps and listed

options, to be settled at maturity.

Annual report 2025265

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 2.6 Stock market information

#### Markets

Banco Santander shares are listed on the Spanish stock exchanges

(Madrid, Barcelona, Bilbao and Valencia), the New York Stock

Exchange as American Depositary Shares (ADS), the London Stock

Exchange as Crest Depositary Interests (CDI), the Warsaw Stock

Exchange, and in the International Quotation System of the

Mexican Stock Exchange.

#### Market capitalization and trading

As at 31 December 2025, Banco Santander is number one in the

eurozone and 14th in the world by market value among financial

institutions, with a market capitalization of EUR 147,921 million.

7,573 million Banco Santander shares traded in the year for

an effective value of EUR 53,296.1 million and an annualized

liquidity ratio of 51%.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| The Banco Santander share | | |
| 2025 | | 2024 |
| Shares (million) | 14,689.3 | 15,152.5 |
| Price (EUR) |  |  |
| Closing price | 10.070 | 4.465 |
| Change in the price | 126% | 18% |
| Maximum for the period | 10.156 | 4.928 |
| Date of maximum for the period | 30/12/2025 | 29/04/2024 |
| Minimum for the period | 4.255 | 3.563 |
| Date of minimum for the period | 02/01/2025 | 30/01/2024 |
| Average for the period | 7.315 | 4.352 |
| End-of-period market  capitalization (EUR million) | 147,921.4 | 67,648.3 |
| Trading |  |  |
| Total volume of shares traded  (million) | 7,572.7 | 7,712.6 |
| Average daily volume of shares  traded (million) | 29.7 | 30.1 |
| Total cash traded (EUR million) | 53,296.1 | 33,409.9 |
| Average daily cash traded (EUR  million) | 209.0 | 130.5 |

Annual report 2025266

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

3. Shareholders and general meeting

→

#### One share, one vote, one dividend

→

#### No takeover defences in our Bylaws

→

#### High shareholder participation at the general meeting and equal treatment of our shareholders

#### 3.1 Shareholder communication

#### and engagement

#### Policy on communication and engagement with

#### shareholders and investors

We aim to align our interests with those of our shareholders

through sustainable growth and long-term value creation and to

maintain the trust of our shareholders and broader society. To

achieve this, we:

• provide shareholders and investors with information that meets

their expectations and upholds our culture and values; and

• communicate and engage with them regularly to ensure that

senior management and governance bodies consider and

understand their views.

Our policy on communication and engagement with shareholders

and investors, which is available on our corporate website, sets out

the principles that govern these activities:

• Protection of all shareholders' rights and legitimate interests.

We facilitate the exercising of their rights, provide them with

information, and give them opportunities to have a say in our

corporate governance in an effective and sustainable manner

over the long term.

• Equal treatment and non-discrimination. We treat shareholders

and investors in the same situation equally.

• Fair disclosure. We make sure that the information we disclose

is transparent, truthful and consistent according to applicable

law.

• Appropriate information.  We report appropriate and relevant

information to meet our shareholders’ and investors’ needs and

expectations, and make sure it is clear, concise and accurate.

• Compliance with laws and corporate governance rules. We

comply with the regulations on inside and other material

information, and follow the principles of cooperation and

transparency with supervisory and regulatory bodies.

The policy also sets out:

• the roles and responsibilities  of the main governance bodies and

internal functions involved;

• the channels for information disclosure and communication ;

and

• the ways in which we engage with shareholders and investors.

The policy also applies to relations with agents that advise, make

recommendations to, or guide our shareholders and investors, such

as financial and environmental, social and governance (ESG)

analysts, proxy advisors and rating agencies.

Moreover, Banco Santander has board-approved frameworks on (i)

accounting, financial and management and sustainability

information, (ii) responsible banking, and (iii) branding and

communications. They set out the general principles, roles and key

processes for the communication of financial, non-financial and

corporate information, which help ensure that all our shareholders

and other stakeholders are properly informed about our strategy,

targets and results, as well as about our culture and values.

#### Shareholder engagement in 2025

We carried out these activities in 2025 as part of our policy on

communication and engagement with shareholders and investors:

• The annual general meeting. The ordinary general meeting is

the most important annual event for our shareholders. We strive

to encourage them to attend and participate, in an informed way.

For more details, see ['Participation at general meetings'](#i9ecadc1fbc9f4691a7c73ad08498072a_9888) and

['Right to information'](#i9ecadc1fbc9f4691a7c73ad08498072a_9890) in section 3.2.

The annual general meeting is broadcast live on our corporate

website, where its full recording is made available afterwards.

This enables shareholders who cannot attend, as well as other

interested parties, to remain fully informed of the resolutions

submitted for approval.

We held our 2025 AGM exclusively by remote means. Our

remote AGM platform ensures shareholders can fully exercise

their rights to attend and participate in real time and virtually,

regardless of where they are located. Through the platform, they

can follow the live broadcast, vote, make presentations, propose

resolutions, see the presentations and proposals of other

attendees, and communicate with the notary public.

Our high shareholder participation rate at the most recent

general meeting (with the second highest quorum in recent

years) and the voting results show our commitment to

shareholder engagement through general meetings and prove

the effectiveness of our electronic means of attendance,

delegation and remote voting. For more details, see section [3.4](#i6ecb2a0d58d04b53bfadfa2a833efaa7_499)

['2025 AGM'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_499).

As usual, an external auditor reviewed our 2025 AGM

procedures, where it verified that our meeting call, preparation,

communication and holding of the event were up to standard and

certified the security, integrity and consistency of the means

available for shareholders to participate.

Annual report 2025267

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

• Lead Independent Director meetings with key investors. From

November 2025 to the date of publication of this report, our Lead

Independent Director held several meetings with institutional

investors. Though meetings primarily focused on understanding

their concerns about remuneration, they also addressed other

topics of interest such as the structure of the board, our

sustainability strategy and their opinion on virtual AGMs. In total,

he held 14 meetings with 11 large institutional investors, who

account for 23.61% of our share capital.

• Quarterly results presentation. We present our results at the

end of each quarter on the same day we make them public. The

presentation can be followed live, via conference call, or

streamed on our website. We also release the related quarterly

financial report and presentation material on the same day

before the markets open. During the presentation, questions can

be asked or emailed to investor@gruposantander.com.

In 2025, we gave our first, second and third quarter results

presentations on 30 April, 30 July and 29 October, respectively.

Our fourth quarter results presentation took place on 4 February

2026. The board was informed of investors’ and analysts’

reaction.

• Investor days. We hold investor days where we explain our

strategy and targets for the next three years to investors and

other stakeholders in a broader context than at results

presentations and where investors can engage directly with

senior management and some board members. We announce

these meetings and provide the related documents well in

advance. We held our most recent Investor Day in London on 25

February 2026.

• Other activities. We are aware that a single communication

format cannot meet everyone's needs. That's why in 2025 we

carried out the activities detailed in the table below to meet our

shareholders' and investors' expectations.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Other activities | | |
| → Institutional investor roadshows |  | Our Shareholder and Investor Relations team had 1,511 meetings (both in person  and virtually) with 520 institutional investors, including 55 meetings focused on  ESG matters. We engaged with 41.3% of share capital. |
| → Interaction with retail shareholders |  | Our Shareholder and Investor Relations team held 219 events (online, in person  and hybrid). Attendees accounted for 12.22% of the capital that retail  shareholders hold in Spain. Shareholders engaged with the Group’s senior  management at several of these events. |
| → Studies and surveys |  | We received 137,416 shareholder and investor opinions through quality surveys  and studies, of which 4,673 corresponded to responses by retail shareholders on  Santander's perception. |

Communication with proxy advisors and

#### other analysts

We have always recognized the value our investors place on open

dialogue with proxy advisors, ESG analysts and other influential

entities. We make sure they understand our corporate governance

and sustainability priorities and messages in order to convey them

properly to investors.

As usual, we continued to engage with the main proxy advisors,

providing them with information and explanations about the

resolutions that will be submitted for approval at the 2026 AGM so

they could make voting recommendations.

We also engaged in dialogue with ESG analysts, ensuring that any

actions stemming from this dialogue complies with applicable

regulations. For more details, see the ['Sustainability statement’](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)

chapter.

#### Corporate website

Our corporate website includes all the information on corporate

governance as required by law and, in particular, (i) Banco

Santander’s Bylaws, Rules and regulations of the board, Rules and

regulations for the general shareholders meeting, and other

internal regulations; (ii) information on the board of directors and

its committees, as well as directors’ skills and professional

biographies; and (iii) all the information related to general

meetings.

Information on our corporate governance can be found at

santander.com/en/shareholders-and-investors/corporate-

governance. The contents of our corporate website are not

incorporated by reference to this annual report nor should be

considered part of it for any purpose.

In addition, our corporate website provides extensive institutional,

financial and sustainability information about the Group, as well as

other information we consider to be of interest to our shareholders

and, in general, to all our stakeholders worldwide.

Our website's design enables us to be transparent and enhance

user experience by providing quality information about Santander.

Annual report 2025268

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|  |  |
| --- | --- |
|  |  |
| Other channels | |
| In order to maximize the dissemination and  quality of information, we provide shareholders  and investors with an app (Santander  Shareholders and Investors), on Android and  Apple iOS that offers a broad range of content  about the Group. | Foto canales junta.jpg |
|  | |
| We also engage with shareholders through various channels,  such as an email address, telephone lines, WhatsApp, a postal  service, and a virtual office. | |
|  | |
| We regularly post information about Banco Santander on our  official X and LinkedIn accounts. The contents included in these  profiles are not incorporated by reference to this annual report  nor should be considered part of it for any purpose. | |

3

#### .2 Shareholder rights

#### One share, one vote, one dividend

Our Bylaws provide for one share class only (ordinary shares).

Shares grant all shareholders the same rights. Each of them

entitles its holder to one vote and there is no preferential

treatment in dividend payouts. The Bylaws fully adhere to the one

share, one vote, one dividend principle.

#### Voting rights and unrestricted share transfers

There are no non-voting or multiple-voting shares, nor limitations

to the number of votes a shareholder can cast, or any other

restriction on exercising voting rights, except for those prescribed

by law or set out in our Bylaws should the acquisition of the shares

infringe regulations. There are no quorum or qualified majority

requirements other than those prescribed by law.

Neither Banco Santander's Bylaws nor any other means restrict the

transferability of shares, which is subject only to the restrictions

prescribed by law.

Furthermore, our Bylaws do not include any neutralization

provisions, as set out in Spain's Securities Market Act, which would

apply in takeover bids.

The shareholders' agreement mentioned in section [2.4](#i6ecb2a0d58d04b53bfadfa2a833efaa7_478)

['Shareholders' agreements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_478)[’](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  contains transfer and voting

restrictions on the shares that are subject to it.

#### Acquisition of significant shareholdings

Because banking is a regulated sector, the acquisition of a

significant shareholding or influence in Banco Santander is subject

to non-objection by the supervising authority. Furthermore, as

Banco Santander is a listed company, any parties wishing to

acquire control over it and/or enter into any other cases provided

for by law must launch a tender offer for its shares.

Such acquisitions are largely regulated by:

• Council Regulation (EU) No 1024/2013, of 15 October 2013,

conferring specific tasks on the ECB relating to the prudential

supervision of credit institutions;

• Act 10/2014, of 26 June, on the organization, supervision and

solvency of credit institutions and its implementing regulation,

Spanish Royal Decree 84/2015, of 13 February; and

• Act 6/2023, of 17 March, on Securities Markets and Investment

Services.

The acquisition of a significant holding in Banco Santander may

also require approval by other domestic and foreign regulators

with supervisory powers over Banco Santander or its subsidiaries'

operations and shares listings, or other actions concerning such

regulators or subsidiaries, as well as approval by other authorities

pursuant to foreign investment regulations in Spain or other

countries where we operate.

P

#### articipation at general meetings

All registered holders of shares found on record at least five days

prior to the day of a general meeting are entitled to attend. The

requirements and procedures accepted to evidence share

ownership and shareholders' right to participate in general

meetings are available on our corporate website.

Shareholders (or their proxies) can attend general meetings

virtually and participate through real-time means of

communication, cast their votes, take the floor, propose

resolutions and contact the notary public. Our Bylaws allow for

general meetings to be virtual-only, without the physical

attendance of shareholders or their proxies, provided that we can

guarantee their identity and standing and that they can participate

effectively in the meeting by remote means of communication,

exercise their rights in real time and follow the presentations and

proposals of other attendees, considering the state of the art and

Banco Santander’s circumstances, particularly the number of

shareholders.

The electronic shareholders’ forum, available on the corporate

website at the time the meeting is called, enables shareholders to

add items to the agenda included in the meeting notice, requests

for support for their proposals, initiatives to reach the percentage

required to exercise minority shareholder rights legally, and offers

or requests to act as a voluntary proxy.

Supplement to the notice and proposal of

#### resolutions

Shareholders who account for at least 3% of the share capital are

able to request the publication of a supplement to the annual

general meeting notice, adding one or more items to the agenda,

with an explanation or substantiated resolution proposal and any

other relevant documents.

Shareholders accounting for at least 3% of the share capital may

also propose reasoned resolutions on any matters that have been,

or should be, added to the agenda of a called annual general

meeting.

To exercise these rights, shareholders must send a certified notice

to Banco Santander’s registered office within five days after the

annual general meeting notice is posted.

Any shareholder, irrespective of their stake, can also request the

removal of directors or the filing of corporate liability action

against any director to be put to a vote at the general meeting,

even when not on the agenda.

Annual report 2025269

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#### Right to information

From the time the general meeting notice is posted up to and

including the fifth day before the date of the general meeting,

shareholders can submit any written requests for information or

clarification they may deem pertinent, or any written questions

they deem relevant to the items on the meeting agenda.

In the same manner and within the same period, shareholders can

submit written requests for clarification about information Banco

Santander has sent to the CNMV since the last general meeting or

about auditor’s reports. Banco Santander posts all shareholder-

requested information and the answers it provides on its corporate

website.

Shareholders who attend either in person or virtually may also

exercise their right to receive information at the meeting. Where

information cannot be given during the course of the meeting, it

will be provided in writing within seven days and posted on our

corporate website.

#### Quorum and majorities for passing resolutions

#### at the general meeting

The quorum and majorities set out in our Bylaws and Rules and

regulations for general meetings in order to hold a valid meeting

and adopt corporate resolutions are those provided for under

Spanish law.

Except for certain matters mentioned below, on first call,

shareholders accounting for at least 25% of the subscribed share

capital with voting rights must be in attendance for the valid

constitution of the general shareholders' meeting. If sufficient

quorum is not reached, general meetings will be held on second

call, which does not require a quorum.

In accordance with our Rules and regulations for general meetings,

shareholders voting by remote means, by post or direct delivery or

by electronic means before the meeting are counted as present in

order to determine the general meeting quorum.

With the exception of certain matters mentioned below, general

meeting resolutions pass when shareholders attending in person

or by proxy cast more votes in favour than against.

The quorum and majorities required to amend the Bylaws, issue

shares and bonds, make structural changes and vote on other

significant resolutions permitted by law are those set out below for

amending the Bylaws. Furthermore, in accordance with the laws

that apply to credit institutions, if over 50% of the share capital is

present at a general meeting, a qualified two-thirds majority is

required to raise the proportion of variable remuneration

components to fixed components above 100% (up to 200%) for

executive directors and other employees whose professional

activities have a material impact on the Group's risk profile;

otherwise, a three-quarter majority will be necessary.

Decisions about acquiring, selling or contributing core assets to

another company or similar corporate transactions shall require

shareholder approval at general meetings when the law so

dictates. Our Bylaws have no further requirements in this regard.

#### Rules for amending our Bylaws

Shareholders at the general meeting have the authority to approve

any amendment to the Bylaws. However, the board can also decide

to change the registered office within Spain.

The directors or, as applicable, the shareholders who have drafted

a proposed amendment to the Bylaws, must write it out in full and

prepare a report justifying it, which shall be provided to

shareholders at the time the general meeting is called to debate

the proposed amendment.

The general meeting notice must clearly state the items to be

amended as well as the rights of all shareholders to examine the

full text of proposed amendments and the related report at Banco

Santander’s registered office and to have them delivered free of

charge.

If shareholders are convened to debate amendments to the

Bylaws, the quorum on first call will be reached if 50% of the

subscribed share capital with voting rights is in attendance. If

sufficient quorum cannot be reached, the general meeting will be

held on second call, where 25% of the subscribed share capital

with voting rights must be in attendance.

When less than 50% of the subscribed share capital with voting

rights is in attendance, resolutions on amendments to the Bylaws

can only be validly adopted if two-thirds of shareholders attending

the meeting in person or by proxy vote for them. However, when

50% or more of the subscribed share capital with voting rights is

present, resolutions may pass by way of absolute majority.

Resolutions to amend the Bylaws that involve new obligations for

shareholders must be accepted by those affected.

Bylaw amendments are subject to ECB approval. However, the

following amendments do not require authorization but must still

be reported to the ECB: a change of registered office within Spain,

share capital increases, adding mandatory or prohibitive laws or

regulations to the Bylaws, changing the wording in order to comply

with court or administrative rulings, and any others the ECB has

considered non-material changes in response to prior

consultations.

#### 3.3 Dividends and shareholder

#### remuneration

Remuneration in relation to the 2025 results and

#### the excess capital

The board applied the current shareholder remuneration policy to

the 2025 results. This policy sets a target to allocate approximately

50% of the Group's net reported profit (excluding non-cash, non-

capital ratios impact items) distributed almost evenly to cash

dividends and share buybacks.

Additionally, on 5 February 2025, Banco Santander signalled its

objective to allocate up to EUR 10 billion to share buybacks in

relation to the 2025 and 2026 results, as well as expected capital

excess. As part of this target, on 5 May 2025 Banco Santander

announced its intention to distribute approximately 50% of the

capital that will be released upon completion of the sale of its 49%

stake in Santander Bank Polska S.A., through a share buyback of

approximately EUR 3.2 billion in early 2026 and that, as a result, it

Annual report 2025270

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could exceed the EUR 10 billion target. Upon announcing the

agreements to acquire TSB and Webster on 1 July 2025 and 3

February 2026 respectively, Banco Santander confirmed its goal to

distribute at least EUR 10 billion in share buybacks with regard to

the 2025 and 2026 results and excess capital.

In execution of the above, shareholder remuneration for financial

year 2025 comprised the following:

• Interim remuneration.

• On 30 July 2025, the board resolved to execute the First 2025

Buyback Programme worth up to EUR 1,700 million

(equivalent to approximately 25% of the Group's net reported

profit in H1’25). For more details, see  ['First 2025 Buyback](#i74972a41bd0e4a4d813da306e4585962_9019)

[Programme'](#i74972a41bd0e4a4d813da306e4585962_9019) in section 2.5.

• On 30 September 2025, the board resolved to pay an interim

cash dividend in relation to the 2025 results of 11.5 euro cents

per share entitled to the dividend (equivalent to approximately

25% of the Group's net reported profit in H1’25), which was

paid from 3 November 2025.

• Final remuneration.

• On 3 February 2026, the board of directors resolved to

implement the Second 2025 Buyback Programme worth up to

EUR 5,030 million and for which the required regulatory

authorization had been obtained. The programme started on 4

February 2026. Under the shareholder remuneration policy in

relation to the 2025 results, 1,830 million euros of the Second

Buyback Programme correspond to c. 25% of the Group’s net

reported profit for the second half of 2025. The remaining

amount corresponds to an extraordinary buyback of 3,200

million euros, equivalent to approximately 50% of the CET1

capital generated in January 2026 following completion of the

sale of 49% of Santander Bank Polska to Erste Group. For more

details, see  ['Second 2025 Buyback Programme'](#i74972a41bd0e4a4d813da306e4585962_9020) in section 2.5.

• On 24 February 2026, the board of directors resolved to submit

to the 2026 AGM the approval of a final cash dividend in the

gross amount of 12.5 euro cents per share entitled to dividend.

Subject to AGM approval, the dividend will be payable from 5

May 2026.

Once these actions are completed, total shareholder remuneration

in relation to the 2025 results will be EUR 7,050 million

(approximately 50% of the Group's 2025 net reported profit,

excluding non-cash, non-capital ratios impact items), split almost

evenly between cash dividends (EUR 3,520 million) and share

buybacks (EUR 3,530 million). We have estimated these amounts

on the assumption that, as a result of the partial execution of the

Second 2025 Buyback Programme, the number of outstanding

shares entitled to receive the final cash dividend will be

14,568,470,446. Therefore, the final amount may be higher if

fewer shares than planned are acquired in the Second 2025

Buyback Programme; otherwise, it will be lower.

Since 2021 and including the total share buyback currently

underway, Banco Santander will have returned EUR 16.2 billion to

shareholders via share buybacks, and will have repurchased

around 18% of its outstanding shares.

#### Shareholder remuneration policy

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 the Group's underlying profit (on the same basis) in

cash dividends and around 15% in share buybacks. For more

details, see [‘Remuneration in relation to the 2025 results and the](#i5cba820b4d834ee4b5979a505578691c_29681)

[excess capital'](#i5cba820b4d834ee4b5979a505578691c_29681) in this section.]

The execution of the ordinary shareholder remuneration policy and

the distribution to shareholders of any excess capital at the end of

the 2026-2028 period is subject to corporate and regulatory

decision and approval.

\*  Therefore excluding extraordinary results, such as those arising from the sale of

49% of Santander Bank Polska to Erste Group, the positive capital impact of which

we considered for the purposes of the Second 2025 Buyback Programme.

#### 3.4 2025 AGM

We held our annual general meeting on 4 April 2025, on second

call, in a completely virtual format.

![Foto JGA 2025.jpg]()

#### Quorum

The quorum (among shareholders present and represented) was

68.507%, the second highest in recent years, broken down as

follows:

|  |  |
| --- | --- |
|  |  |
| Quorum breakdown | Share capital with  voting rights |
| Present | 3.922% |
| Virtual attendance | 0.799% |
| Remote voting | 3.123% |
| By post or direct delivery | 0.551% |
| By electronic means | 2.571% |
| Represented | 64.585% |
| By post or direct delivery | 5.287% |
| By electronic means | 59.298% |
| Total | 68.507% |
|  |  |

Annual report 2025271

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Approved r

#### esolutions and voting results

All items on the agenda were approved. Votes in favour of the board’s proposals averaged 98.71%. 99.56% of votes approved the corporate

management for 2024 and 96.35% of the votes approved the directors' remuneration policy for 2025, 2026 and 2027.

See the following summary chart:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Approved resolutions and voting results at the 2025 AGM | | | | | |
|  | VOTESA | | | | QuorumD |
|  | For B | AgainstB | BlankC | AbstentionC |
| 1. Annual accounts and corporate management. |  |  |  |  |  |
| 1A. Annual accounts and directors’ reports of Banco Santander, S.A. and of its  consolidated group for 2024. | 99.90 | 0.10 | 0.03 | 0.23 | 68.51 |
| 1B. Consolidated statement of non-financial information for 2024, which is part of the  consolidated directors’ report. | 99.83 | 0.17 | 0.03 | 0.21 | 68.51 |
| 1C. Corporate management for 2024. | 99.56 | 0.44 | 0.03 | 1.82 | 68.51 |
| 2. Application of results obtained during 2024. | 99.84 | 0.16 | 0.03 | 0.13 | 68.51 |
| 3. Board of directors: appointment and re-election of directors. |  |  |  |  |  |
| 3A. Setting of the number of directors. | 99.77 | 0.23 | 0.04 | 0.20 | 68.51 |
| 3B. Re-election of Mr. Luis Isasi Fernández de Bobadilla. | 96.89 | 3.11 | 0.03 | 0.20 | 68.51 |
| 3C. Re-election of Mr. Héctor Blas Grisi Checa. | 99.36 | 0.64 | 0.04 | 0.19 | 68.51 |
| 3D. Re-election of Mr. Glenn Hogan Hutchins. | 97.93 | 2.07 | 0.04 | 0.22 | 68.51 |
| 3E. Re-election of Mrs. Pamela Ann Walkden. | 99.60 | 0.40 | 0.04 | 0.20 | 68.51 |
| 3F. Re-election of Ms. Ana Botín-Sanz de Sautuola y O'Shea. | 97.80 | 2.20 | 0.03 | 0.38 | 68.51 |
| 4. Re-election of the external auditor for financial year 2025. | 99.70 | 0.30 | 0.04 | 0.26 | 68.51 |
| 5. Appointment of the verifier of sustainability information for financial year 2025. | 99.69 | 0.31 | 0.04 | 0.25 | 68.51 |
| 6. Share capital. |  |  |  |  |  |
| 6A. Reduction in share capital in the maximum amount of EUR 706,871,648, through the  cancellation of a maximum of 1,413,743,296 own shares. Delegation of powers. | 99.65 | 0.35 | 0.02 | 0.12 | 68.51 |
| 6B. Reduction in share capital in the maximum amount of EUR 757,624,616, through the  cancellation of a maximum of 1,515,249,232 own shares. Delegation of powers. | 99.44 | 0.56 | 0.02 | 0.12 | 68.51 |
| 7. Remuneration. |  |  |  |  |  |
| 7A. Directors' remuneration policy. | 96.35 | 3.65 | 0.03 | 0.20 | 68.51 |
| 7B. Setting of the maximum amount of annual remuneration to be paid to all the directors  in their capacity as such. | 97.71 | 2.29 | 0.04 | 0.23 | 68.51 |
| 7C. Approval of maximum ratio between fixed and variable components of total  remuneration of executive directors and other employees belonging to categories with  professional activities that have a material impact on the risk profile. | 99.20 | 0.80 | 0.03 | 0.17 | 68.08 |
| 7D. Deferred Multiyear Objectives Variable Remuneration Plan. | 98.40 | 1.60 | 0.04 | 0.22 | 68.51 |
| 7E. Application of the Group’s buyout regulations. | 99.21 | 0.79 | 0.04 | 0.23 | 68.51 |
| 7F. Annual directors' remuneration report (consultative vote). | 93.27 | 6.73 | 0.04 | 1.15 | 68.51 |
| 8. Authorization to the board and grant of powers for conversion into public instrument. | 99.86 | 0.14 | 0.03 | 0.13 | 68.51 |
| 9 to 24. Corporate action to demand director liability and dismissal and removal  of directors. E | 0.00 | 100.00 | 0.00 | 0.04 | 65.38 |

A. Each Banco Santander share grants one vote.

B. Percentage of total votes for and against.

C. Percentage of total share capital attending the 2025 AGM, either in person or by proxy.

D. Percentage over Banco Santander's share capital at the date of the 2025 AGM.

E. Items 9 to 24, not included on the agenda, were put to a separate vote. They refer to the proposal to bring of corporate action to demand director liability ( acción social de

responsabilidad ) against all directors in office (9) and to the proposal of dismissal and removal of the following directors: Ms. Ana Botín-Sanz de Sautuola y O'Shea (10), Mr.

Héctor Blas Grisi Checa (11), Mr. Glenn Hogan Hutchins (12), Mr. José Antonio Álvarez Álvarez (13), Ms. Homaira Akbari (14), Mr. Juan Carlos Barrabés Cónsul (15), Mr. Javier

Botín-Sanz de Sautuola y O'Shea (16), Ms. Sol Daurella Comadrán (17), Mr. Henrique de Castro (18), Mr. Germán de la Fuente Escamilla (19), Ms. Gina Lorenza Díez Barroso

(20), Mr. Luis Isasi Fernández de Bobadilla (21), Ms. Belén Romana García (22), Mrs. Pamela Walkden (23) and Mr. Antonio Francesco Weiss (24).

The full texts of the resolutions passed can be found on our corporate website and on the CNMV’s website, as they were filed as other

relevant information on 4 April 2025.

Annual report 2025272

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 3.5 Our next AGM in 2026

#### Resolution proposals submitted for shareholder approval

The board of directors resolved to call the 2026 AGM on 26 March at first call or on 27 March at second call, and to submit these resolutions

for shareholder approval:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Resolution proposals submitted for shareholder approval at the 2026 AGM |  |
|  | Annual accounts and corporate management |  |
|  |  |  |
|  | → To approve the annual accounts and the directors’ reports of Banco Santander and its consolidated Group for 2025. For more details,  see ['Consolidated financial statements'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) .  → To approve the consolidated non-financial statement for 2025, which forms part of the consolidated directors' report. For more  details, see the ['Sustainability statement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  chapter.  → To approve the corporate management for 2025. |  |
|  |  |  |
|  |  |  |
|  | Shareholder remuneration |  |
|  |  |  |
|  | → To approve the allocation of profits obtained by Banco Santander in 2025. For more details, see note  [4.a)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1006)  to the consolidated  financial statements.  → To reduce the share capital of Banco Santander by cancelling:  • a maximum of 1,326,455,826 own shares purchased under the Second 2025 Buyback Programme; and  • a maximum of 1,468,931,950 own shares acquired through one or more share buyback programmes or by other legally permitted  means, authorizing the board of directors to cancel them on one or several occasions within the earliest of one year or the date of  the next annual general meeting.  For more details, see sections [2.1 'Share capital'](#i4b90da4590114c07956aa4bfa0c8a73e_2540), [2.5 'Treasury shares'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_481) and [3.3 'Dividends and shareholder remuneration'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_496). |  |
|  |  |  |
|  |  |  |
|  | External auditor and independent verifier |  |
|  |  |  |
|  | → To re-elect the firm PricewaterhouseCoopers Auditores, S.L. (PwC) as external auditor for financial year 2026.  → To elect PwC as verifier of the sustainability information for financial year 2026. |  |
|  |  |  |
|  |  |  |
|  | Board of directors: appointments and re-elections |  |
|  |  |  |
|  | → To set the number of directors at 15, which is within the range that the Bylaws prescribe.  → To appoint Deborah Vieitas and re-elect Sol Daurella, Gina Díez Barroso, Carlos Barrabés and Antonio Weiss for a three-year term.  For more details, see section [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508). |  |
|  |  |  |
|  |  |  |
|  | Remuneration (see section [6. 'Remuneration'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_562)) |  |
|  |  |  |
|  | → To approve the director's remuneration policy for 2026, 2027 and 2028.  → To approve a maximum ratio of 200% of variable components to fixed components of total remuneration for executive directors and  certain employees belonging to professional categories that have a material impact on the Group’s risk profile.  → To approve the Group's buy-out regulations.  → To hold a non-binding vote on the annual directors’ remuneration report. |  |
|  |  |  |
|  |  |  |
|  | Share capital and convertible securities |  |
|  |  |  |
|  | → To authorize the board to increase share capital and exclude pre-emptive rights.  → To authorize the board to issue securities that are convertible into shares within a 5-year period and up to a maximum aggregate  limit of EUR 10 billion. To set the standards to determine the bases for, and terms and conditions applicable to, the conversion and to  grant powers to increase capital and exclude pre-emptive rights.  → To increase the share capital by issuing up to 334,809,216 new shares, in exchange for in-kind contributions consisting of common  shares of Webster Financial Corporation. Authorize the board to implement the capital increase and determine the share premium.  For more details, see sections [2.1 'Share capital'](#i4b90da4590114c07956aa4bfa0c8a73e_2540) and [2.5 'Treasury shares'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_481). |  |
|  |  |  |

Related documents and information are available for consultation on our corporate website from the date the meeting notice is published.

Annual report 2025273

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Virtual AGM

As with the 2025 AGM, the 2026 AGM will be held as a virtual-only

meeting broadcast live from our corporate centre in Boadilla del

Monte. Holding the meeting in this format is possible thanks to the

legal and statutory authorization to hold this type of meeting and is

motivated by these reasons:

• The virtual format is effective. The 2025 virtual meeting was

characterized by a high level of shareholder engagement, with

the second-highest quorum in recent years, an average support

of 98.7% for the proposals submitted to vote, and a high level of

participation during the meeting, in which shareholders were

able to exercise their rights on equal terms from any location. For

more details, see section [3.4 '2025 AGM'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_499).

• It enhances participation and ensures equal treatment of

shareholders... The virtual format guarantees equal treatment

for all shareholders and enables their participation and the full

exercising of their rights, in line with our commitment to

encouraging shareholder engagement in our corporate

governance. Considering that Santander has several million

shareholders located across different geographies, and only a

moderate number of shareholders have traditionally attended

general meetings in person when held in a physical or hybrid

format, the virtual format enables all shareholders to take part

under the same conditions, placing those who can travel and

those who cannot on an equal footing.

• ...thanks to robust and secure technology, ... Our General

Shareholders’ Meeting Platform is fully suited for holding the

meeting with the necessary guarantees and safeguards the

exercising of shareholders’ rights at the same level as a physical

or hybrid meeting. We have been promoting remote participation

through this platform for more than two decades; it is

technologically proven, and its effectiveness was confirmed again

at the 2025 virtual meeting. An external audit certifies the

security, integrity and consistency of the means made available

to shareholders through the platform.

• ...consistent with Santander’s digitalization and sustainability

strategy... The virtual format is fully aligned with the Group’s

digital transformation, leveraging technology to offer

shareholders a simple and secure digital experience while

optimizing its resources for shareholders' benefit. It also reflects

our commitment to sustainability by reducing the environmental

impact associated with the travel of attendees and teams to a

physical event, particularly when technology enables an

equivalent outcome to be achieved without the need for such

travel.

• ...and aligned with market trends. The global shift towards fully

virtual meetings continues to expand in line with the current

digital paradigm. In markets such as the United States, Germany

and Norway, this format has become the prevailing practice

among large, listed companies. Listed companies in Spain are

also increasingly joining this trend.

Attendance at the 2026 AGM shall be through the General

Shareholders' Meeting Platform accessible on the corporate

website santander.com, through the 'General Shareholders'

Meeting' site, or on the website juntasantander.com.

Since attendance at general meetings is not paid, a general policy in

this regard is not necessary. However, Banco Santander offers

shareholders that participate in our general meeting a

commemorative courtesy gift, as has been tradition for decades.

Annual report 2025274

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

4. Board of directors

#### A diverse and balanced board

→

#### 15 directors: 13 non-executive

#### and 2 executive

→

#### Majority of independent

#### directors (66.67%)

→

#### Balanced presence of women

#### and men (40%-60%)

![Consejo_final.jpg]()

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| 1 Belén Romana  Member  Non-executive  director  (independent)  ò ò ¢ Cpp | 2 José Antonio  Álvarez  Vice Chair  Non-executive  director  ò p p | 3 Héctor Grisi  CEO  Executive  director  ò p | 4 Ana Botín  Executive Chair  Executive  director  ò C p | 5 Glenn Hutchins  Vice Chair  and Lead  Independent  Director  Non-executive  director  (independent)  ¢ ¢ C pC | 6 Pamela  Walkden  Member  Non-executive  director  (independent)  ò pCŸ | 7 Germán  de la Fuente  Member  Non-executive  director  (independent)  òC p | 8 Javier Botín  Member  Non-executive  director |
|  |  |  |  |  |  |  |  |
| 9 Henrique  de Castro  Member  Non-executive  director  (independent)  ò ¢p | 10  Antonio  Weiss  Member  Non-executive  director  (independent)  ¢ | 11 Sol Daurella  Member  Non-executive  director  (independent)  ¢ ¢ Ÿ C | 12  Homaira  Akbari  Member  Non-executive  director  (independent)  òŸp | 13 Luis Isasi  Member  Non-executive  director  ò ¢ p | 14 Gina Díez  Barroso  Member  Non-executive  director  (independent)  ¢Ÿ | 15 Carlos  Barrabés  Member  Non-executive  director  (independent)  ¢Ÿp | 16  Jaime Pérez  Renovales  Secretario  general y  del consejo |

ò  Executive committee

ò Audit committee

¢  Nomination committee

¢  Remuneration committee

p  Risk supervision, regulation and compliance committee

Ÿ Responsible banking, sustainability and culture committee

p Innovation and technology committee

C   Chair of the committee

![siluetas.jpg]()

Annual report 2025275

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 4.1 Our directors

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 1AnaBotin2025.jpg | | |  | |  |  |
|  |  |  |  |
|  | Board member since 1989.  Nationality: Spanish. Born in Santander (Spain) in  1960.  Education: Degree in Economics from Bryn Mawr  College of Pennsylvania.  Experience: Ms Botín joined Banco Santander in  1988, after working at J.P. Morgan in New York  (1980-1988). Up to 1998, she held several executive  positions and led the Group’s expansion across Latin  America. In 2002, she was appointed Executive Chair  of Banesto. Between 2010 and 2014, she was CEO of  Santander UK plc and was a non-executive director  until April 2021. In 2014 she was appointed  Executive Chair of Banco Santander. She was also a  non-executive director of Santander UK Group  Holdings plc (2014-2021) and Chair of the European  Banking Federation (2021-2023).  Other positions of note: Ms Botín is a member of the  board of directors of The Coca-Cola Company and  Chair of the Institute of International Finance (IIF). |  | She is also founder and Chair of CyD (a foundation  that supports higher education) and Fundación  Empieza por Educar (the Spanish subsidiary of  international NGO Teach For All), and sits on the  advisory board of the Massachusetts Institute of  Technology (MIT).  Positions in other Group companies: Ms Botín is  non-executive Chair of Open Bank, S.A., Santander  Consumer Finance, S.A., Open Digital Services, S.L.,  PagoNxt, S.L., Universia España Red de  Universidades, S.A. and Universia Holding, S.L.; and is  a non-executive director of Santander Holdings USA,  Inc. and Santander Bank, N.A.  Membership of board committees: Executive  committee (Chair) and innovation and technology  committee.  Skills and competencies: Ms Botín has extensive  international experience in top executive roles in  banking. She has also led Grupo Santander’s  strategic and cultural transformation, and her  philanthropy underscores her ongoing commitment  to sustainable and inclusive growth. |
|  | Ana  Botín-Sanz de  Sautuola y O’Shea  EXECUTIVE CHAIR  Executive director |  |  |  |
|  |  |  |  |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2HectorGrisi2025.jpg | | |  | |  |  |
|  |  |  |  |
|  | Board member since 2023.  Nationality: Mexican and Spanish. Born in Mexico  City (Mexico) in 1966.  Education: Degree in Finance from Universidad  Iberoamericana (Mexico City).  Experience: Mr Grisi has more than three decades of  international banking experience. He joined Grupo  Santander in 2015 as Executive Chair and CEO of  Banco Santander México and Grupo Financiero  Santander México, S.A. de C.V. Between 2019 and  2022, he was Regional Head for North America,  overseeing operations in Mexico and the United  States. Previously, he spent 18 years at Credit Suisse,  where he held several senior management roles that  included Head of Investment Banking for Mexico,  Central America and the Caribbean, and Chair and  CEO of Credit Suisse México. He began his  professional career in investment banking at Casa de  Bolsa Inverlat, Banco Mexicano and Grupo Finaniero  Santander Mexicano. He has also been Vice Chair of  Asociación de Bancos de México (ABM) and a  member of the boards of Bolsa Mexicana de Valores  and Universidad Iberoamericana.  Other positions of note: Mr Grisi is non-executive  Chair of Cogrimex, S.A. de C.V. |  | Positions in other Group companies: Mr Grisi is a  non-executive director of Grupo Financiero  Santander México, S.A. de C.V. and PagoNxt, S.L.  Membership of board committees: Executive  committee and innovation and technology  committee.  Skills and competencies: Mr Grisi stands out for his  leadership in business transformation, operational  efficiency and digital innovation. He has in-depth  knowledge of Group Santander, including its  business lines and international strategy, particularly  in Mexico and the United States, two of its core  markets. He has led the Group through a period of  solid growth and modernization, enhancing its  competitive position and strengthening investor  confidence, while accelerating its transformation  into a simpler, more agile and digitally integrated  organization. Throughout his career, he has  promoted responsible business and sustainability  initiatives, especially in the areas of education and  support for vulnerable communities. He brings to the  board extensive international experience and a  proven ability to lead transformation and strengthen  connectivity across the Group’s markets, thereby  contributing to its geographic and international  diversity. |
|  | Héctor  Grisi Checa  CHIEF EXECUTIVE  OFFICER  Executive director |  |  |  |
|  |  |  |  |  |

Annual report 2025276

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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|  | Board member since 2022.  Nationality: American. Born in Virginia (US) in 1955.  Education: Graduated with an AB, MBA and JD from  Harvard University.  Experience: Mr Hutchins co-founded US technology  and investment firm Silver Lake, where he was CEO  until 2011. Prior, he had been a senior managing  director at The Blackstone Group (1994-1999) and  Thomas H. Lee Co. (1985-1994), and a consultant at  Boston Consulting Group. He has also served on the  boards of SunGard Data Systems (Chair,  2005-2015), NASDAQ (2005-2017), Virtu Financial  (2017-2021) and AT&T (2014-2025). He served as a  director and Chair of the audit and risk committees  of the Federal Reserve Bank of New York from 2011  to 2021. In addition, he served on the board of the  Harvard Management Company, which manages  Harvard University’s endowment, and has been a  member of the executive committee of the Boston  Celtics (2003–2025). Mr Hutchins worked with  President Clinton in his transition to power and the  White House as special advisor on economic and  healthcare policy. |  | Other positions of note: Mr Hutchins is non-  executive Chair of investment firm North Island  Ventures and Lead Independent Director of  CoreWeave, Inc. He is a member of the international  advisory board and investment board of Singapore’s  Government Investment Corporation (GIC), co-Chair  of the Brookings Institution, Chair emeritus of not-  for-profit organization CARE, and Vice Chair of the  Obama Foundation.  Membership of board committees: Nomination  committee, remuneration committee (Chair), and  innovation and technology committee (Chair).  Skills and competencies: As a long-time investor in  technology and fintech companies, Mr Hutchins has  expertise in financial markets and is well-known  among investors and stakeholders. He brings to the  board his acumen in technology,  telecommunications, innovation, finance and  investment as well as extensive knowledge of  financial regulation as a result of his leadership  roles in government, especially with financial  regulators and supervisors. He works closely with  not-for-profit entities that helps fight poverty and  promote inclusion and social justice. |
|  | Glenn H.  Hutchins  VICE CHAIR  AND LEAD  INDEPENDENT  DIRECTOR  Non-executive  director  (independent) |  |  |  |
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|  | Board member since 2015.  Nationality: Spanish. Born in León (Spain) in 1960.  Education: Degree in Economics and Business  Administration from the University of Santiago de  Compostela and MBA from the University of  Chicago.  Experience: Mr Álvarez joined Banco Santander in  2002. He was appointed Senior Executive Vice  President (director general) and Head of the  Financial Management and Investor Relations  division in 2004 (Group Chief Financial Officer) and  was Group CEO from 2015 to 2022. He has also  served as director at SAM Investments Holdings  Limited, Santander Consumer Finance, S.A.,  Santander Holdings USA, Inc., and as non-executive  Vice Chair of Banco Santander (Brasil) S.A. In  addition, he sat on the supervisory boards of  Santander Consumer Bank AG, Santander Consumer  Holding GmbH and Santander Bank Polska, S.A. He  was also a board member of Bolsas y Mercados  Españoles, S.A. |  | Other positions of note: Mr Álvarez is an  independent director of Aon plc, non-executive Chair  of the board of directors of Inbonis, S.A. and a  member of the advisory committee of Grupo  Buenavista.  Positions in other Group companies: Mr Álvarez is a  non-executive director of PagoNxt, S.L.  Membership of board committees: Executive  committee, risk supervision, regulation and  compliance committee, and innovation and  technology committee.  Skills and competencies: Mr Álvarez has had a  distinguished career in banking and brings  significant strategic and international management  expertise, in particular financial planning, asset  management and consumer finance, and has vast  knowledge of the Group from his tenure as CEO. He  also has an established reputation with such key  stakeholders as regulators and investors. |
|  | José Antonio  Álvarez Álvarez  VICE CHAIR  Non-executive  director |  |  |  |
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Annual report 2025277

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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|  | Board member since 2016.  Nationality: American and French. Born in Tehran  (Iran) in 1961.  Education: PhD in Experimental Particle Physics  from Tufts University of Massachusetts and MBA  from Carnegie Mellon University.  Experience: Ms Akbari was a non-executive director  of Gemalto N.V. and Veolia Environnement S.A. She  was Chair and CEO of SkyBitz, Inc., managing  director of TruePosition, Inc., and a non-executive  director of Covisint Corporation and US Pack  Logistics, LLC. She also held various roles at  Microsoft Corporation and Thales Group. She was  non-executive Chair of WorkFusion, Inc., an  independent director of Temenos AG and a member  of the security advisory board of Telefónica  Soluciones de Criptografía, S.A.U.  Other positions of note: Ms Akbari is CEO of  AKnowledge Partners, LLC, a global consultancy firm  on the Internet of Things, cybersecurity and AI. She |  | is an independent director of Landstar System, Inc.  and Babcock & Wilcox Enterprises Inc., and a  member of the technology advisory board of  Telefónica lnnovación Digital, S.L. She is also a  trustee of the French Institute Alliance Française.  Positions in other Group companies: Ms Akbari is a  non-executive director of PagoNxt, S.L.  Membership of board committees: Audit  committee, responsible banking, sustainability and  culture committee, and innovation and technology  committee.  Skills and competencies: Ms Akbari brings  significant experience of technology companies, and  her vast knowledge of digital transformation  challenges and cybersecurity is an asset to the  board. Moreover, her international experience in  diverse regions and knowledge of sustainability  matters, especially water, energy and waste  management and treatment, are highly valuable to  the Group's sustainability policy. |
|  | Homaira  Akbari  Non-executive  director  (independent) |  |  |  |
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|  | Board member since 2024.  Nationality: Spanish. Born in Huesca (Spain) in  1970.  Education: Tour Operator Management from the  School of Tourism of Aragón and Global Leadership  and Public Policy for the XXI Century Program from  Harvard Kennedy School.  Experience: Mr Barrabés sat on the board of the  Santander España business unit and the advisory  council of Vodafone. He was also director of the  master’s degree in Strategic Design Lab at Istituto  Europeo di Design (IED) and of the MBA at Escuela  de Organización Industrial (EOI) in Madrid. He was  also a trustee of Fundación Ashoka Emprendedores  Sociales, founded and sits on the advisory council of  Escuela de Negocios del Pirineo (ESPENI), founded  and sits on the management board of Épsilon  Ecología, Asociación para la Defensa del Medio  Ambiente, and is an advisor to Centro de Finanzas  Sostenibles y Responsables de España (centre for  sustainable and responsible finance, FINRESP). |  | Other positions of note: Mr Barrabés is the founder  and Chair of Grupo Barrabés, which advises large  corporates on digital transformation, innovation,  new technologies, e-commerce and the Internet,  and SMEs on innovation and using technology  efficiently in business processes. He also founded  and is a trustee of Fundación Empieza por Educar.  Membership of board committees: Nomination  committee, responsible banking, sustainability and  culture committee, and innovation and technology  committee.  Skills and competencies: With a lengthy track  record as an entrepreneur and e-commerce pioneer,  he brings to the board extensive experience in  Spain's digital and innovation areas, aimed at the  integration of technology in socio-economic  development, retail distribution and the promotion  of talent, for the benefit of people and institutions.  His experience as founder and trustee of multiple  non-profit organizations that focus on education,  entrepreneurship and environmental protection  enriches the board's expertise in responsible  business and sustainability. |
|  | Juan Carlos  Barrabés Cónsul  Non-executive  director  (independent) |  |  |  |
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Annual report 2025278

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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|  | Board member since 2004.  Nationality: Spanish. Born in Santander (Spain) in  1973.  Education: Degree in Law from the Complutense  University of Madrid.  Experience: Mr Botín founded JB Capital Markets,  S.V., S.A.U. in 2008 and has been its Executive Chair  ever since. He was co-founder and executive director  of the equities division of M&B Capital Advisers, S.V.,  S.A. (2000-2008). Previously, he had been a legal  adviser within the International Legal department of  Banco Santander (1998-1999). |  | Other positions of note: In addition to the financial  sector, Mr Botín works with several not-for-profit  organizations. He has been Chair of the Botín  Foundation since 2014 and is also a trustee of the  Princess of Girona Foundation.  Skills and competencies: Mr Botín brings  international and managerial expertise to the board,  particularly in finance and banking. He also brings a  deep understanding of Grupo Santander and its  strategy from his tenure as a non-executive director. |
|  | Javier  Botín-Sanz de  Sautuola y O’Shea  Non-executive  director |  |  |  |
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|  | Board member since 2015.  Nationality: Spanish. Born in Barcelona (Spain) in  1966.  Education: Degree in Business and MBA from  ESADE.  Experience: Ms Daurella sat on the board of Círculo  de Economía de Barcelona and was an independent  director of Banco Sabadell, S.A., Ebro Foods, S.A. and  Acciona, S.A. She was also honorary consul general  of Iceland in Barcelona (1992-2021).  Other positions of note: Ms Daurella is Chair of  Coca-Cola Europacific Partners plc, Executive Chair  of Olive Partners, S.A., and holds several roles in  Grupo Cobega companies. She is also Vice Chair of  the board of trustees of the FERO Oncology  Research Foundation and a board member of  Instituto de la Empresa Familiar. |  | Membership of board committees: Nomination  committee, remuneration committee, and  responsible banking, sustainability and culture  committee (Chair).  Skills and competencies: Ms Daurella brings to the  board excellent strategy and high-level  management skills from her international top-  executive experience at listed and large privately-  held entities, particularly distributors. She has vast  experience of corporate governance as the former  Chair of several boards and having served on various  committees. As a trustee of various health,  education and environmental foundations, she  provides responsible business and sustainability  insight to the board. |
|  | Sol  Daurella  Comadrán  Non-executive  director  (independent) |  |  |  |
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Annual report 2025279

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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|  | Board member since 2019.  Nationality: Portuguese. Born in Lisbon (Portugal) in  1965.  Education: Degree in Business Administration from  the Lisbon School of Economics & Management and  MBA from the University of Lausanne.  Experience: Mr de Castro was Chief Operating  Officer at Yahoo. Previously, he had been the  president of worldwide devices, media and  platforms at Google, Head of European sales and  business development at Dell, Inc., and a consultant  at McKinsey & Company. He was also an  independent director at First Data Corporation. |  | Other positions of note: Mr de Castro is an  independent director of Fiserv, Inc.  Positions in other Group companies: Mr de Castro  is a non-executive director of PagoNxt, S.L.  Membership of board committees: Audit  committee, remuneration committee, and  innovation and technology committee.  Skills and competencies: Mr de Castro brings to the  board valuable international experience and a deep  understanding of digital transformation and its  relevance to financial sector strategy due to his  executive roles in the world's top technology  companies. |
|  | Henrique  de Castro  Non-executive  director  (independent) |  |  |  |
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|  | Board member since 2022.  Nationality: Spanish. Born in Madrid (Spain) in 1964.  Education: Degree in Economics and Business  Administration with a diploma in auditing from the  Complutense University of Madrid.  Experience: Mr de la Fuente has spent his  professional career at Deloitte, where he has been  Head of the audit business for the financial services  industry (2002–2007), managing partner of Audit &  Assurance (2007-2021) in Spain, and Chair and CEO  of Deloitte, S.L. (2017-2022). He was also a member  of the global board of directors of the firm from |  | 2012 to 2016 and of the global audit and risk  services committee until June 2021. He has been  involved in auditing major Spanish financial groups  and in multiple consulting and advisory projects.  Membership of board committees: Audit  committee (Chair) and risk supervision, regulation  and compliance committee.  Skills and competencies: Mr de la Fuente brings  extensive experience in the auditing industry and  sound knowledge in auditing, accounting and  internal and risk control, as well as in-depth  experience in the banking sector, all of which uphold  his recognition as a financial expert. |
|  | Germán  de la Fuente  Escamilla  Non-executive  director  (independent) |  |  |  |
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Annual report 2025280

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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|  | Board member since 2020.  Nationality: Mexican. Born in Mexico City (Mexico)  in 1955.  Education: Degree in Design from Centro de Diseño  of Mexico City.  Experience: Ms Díez Barroso was an independent  director of Banco Santander México and other Grupo  Santander companies in Mexico until 2020. She  founded and was non-executive Chair of Grupo  Diarq, S.A. de C.V. and member of the board of  directors of Dalia Women, S.A.P.I de C.V. (Dalia  Empower), Americas Society and Council of the  Americas, Laurel Strategies and Qualitas of Life  Foundation. She was also a founder and a trustee of  the Pro-Educación Centro and Diarq foundations.  Other positions of note: Ms Díez Barroso is the  founder and non-executive Chair of Centro de  Diseño y Comunicación, S.C. (Universidad Centro). |  | She is also an independent director of Bolsa  Mexicana de Valores (BMV) and of Grupo Axo,  S.A.P.I. de C.V, a member of Comité de 200 (C200)  and represents Mexico at the W20, the G20  women's initiative to promote gender diversity.  Positions in other Group companies: Ms Díez  Barroso is a non-executive director of Universia  México, S.A. de C.V.  Membership of board committees: Nomination  committee and responsible banking, sustainability  and culture committee.  Skills and competencies: Ms Díez Barroso brings to  the board vast experience in the real estate and  education sectors, and has extensive knowledge of,  and an ever-lasting commitment to, sustainability,  inclusion and responsible business, having been a  founder and trustee of foundations that focus on  education, gender diversity and social inclusion. |
|  | Gina  Díez Barroso  Azcárraga  Non-executive  director  (independent) |  |  |  |
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|  | Board member since 2020.  Nationality: Spanish. Born in Jerez de la Frontera  (Spain) in 1956.  Education: Degree in Economics and Business  Administration from the University of Sevilla and  MBA from Columbia Business School.  Experience: Mr Isasi began his career at Abengoa,  before holding various executive positions at J.P.  Morgan in New York and First National Bank of  Chicago in London. In 1987 he joined Morgan  Stanley, where he was managing director of  investment banking for Europe and Chair and  Country Head for Spain (1997-2020) and senior  advisor (2020-2023). He has also been director of  Madrileña Red de Gas, S.A. and Sociedad Rectora de  la Bolsa de Madrid, S.A., as well as an independent  director of Grifols, S.A. |  | Other positions of note: Mr Isasi is the non-  executive (independent) Chair of the board of  directors of Logista Integral, S.A. (LOGISTA) and  senior advisor to I Squared Capital Advisors (UK) LLP.  Positions in other Group companies: Mr Isasi is  non-executive Chair of the board of the Santander  España business unit.  Membership of board committees: Executive  committee, remuneration committee, and risk  supervision, regulation and compliance committee.  Skills and competencies: Mr Isasi has vast  experience in a wide range of sectors and  international markets (in particular, finance and  investment banking) as well as a strong institutional  network within Spain. |
|  | Luis  Isasi Fernández  de Bobadilla  Non-executive  director (\*) |  |  |  |
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| (\*) In the opinion of the nomination committee and the board of directors, Mr Isasi meets the requirements to be considered independent,  despite being categorized as 'other external' based on a standard of prudence. For more details, see subsection ['Other external directors'](#i54aff41f6ba94eecbadbaed58547f245_2703)  in section 4.2. | | | | | | |

Annual report 2025281

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| 11BelenRomana2024.jpg | | |  | |  |  |
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|  | Board member since 2015.  Nationality: Spanish. Born in Madrid (Spain) in  1965.  Education: Degree in Economics and Business  Administration from Universidad Autónoma de  Madrid. She is also a State Economist for Spain.  Experience: Ms Romana was formerly director  general of Economic Policy, director general of the  Treasury of the Spanish Ministry of Economy, and  director at Banco de España and the CNMV. She was  also a director at the Instituto de Crédito Oficial and  other entities on behalf of the Ministry of Economy.  She served as a non-executive director at Banesto  and as Executive Chair of Sociedad de Gestión de  Activos Procedentes de la Reestructuración  Bancaria, S.A. (Sareb). She has also been a non-  executive director of Aviva plc and Aviva Italia  Holding S.p.A., as well as co-Chair of the board of  trustees of The Digital Future Society and advisory  board member at Inetum, TribalData and Rafael del  Pino Foundation.  Other positions of note: Ms Romana is an  independent director of Industria de Diseño Textil,  S.A. (Inditex), SIX Group AG and its subsidiary Bolsas  y Mercados Españoles, Sociedad Holding de  Mercados y Sistemas Financieros, S.A.U. She is also |  | the non-executive Chair of SIX Group AG's other  subsidiaries, SIX Digital Exchange AG and SDX  Trading AG. Furthermore, she is an independent  director of Werfen, S.A.; senior advisor to Artá  Capital; and academic director of the IE Leadership &  Foresight Hub Programme.  Positions in other Group companies: Ms Romana is  the non-executive (independent) Chair of Santander  Insurance, S.L.  Membership of board committees: Executive  committee, audit committee, nomination committee  (Chair), risk supervision, regulation and compliance  committee, and innovation and technology  committee.  Skills and competencies: Ms Romana is a  recognized financial expert given her background as  a government economist and overall executive and  non-executive experience in finance (particularly  from serving on the audit committees of listed  companies). Having held key positions in credit  institutions and the regulatory and supervisory  bodies of the financial industry and securities  markets in Spain, she also provides strategic insights  into banking, financial regulation and government  relations in Spain and Europe. |
|  | Belén  Romana García  Non-executive  director  (independent) |  |  |  |
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|  | Board member since 2019.  Nationality: British. Born in Worcester (England) in  1960.  Education: Master's Degree in Economics from  Cambridge University.  Experience: Mrs Walkden has served in a number of  senior management positions at Standard Chartered  Bank, including as Group Head of Human Resources,  Chief Risk Officer, Group Treasurer, Group Head of  Asset and Liability Management and Regional  Markets, Group Head of Internal Audit, Group Head  of Corporate Affairs, and Group Manager of Investor  Relations. In addition, she served as an independent  member of the UK Prudential Regulation Authority  Regulatory Reform Panel, as member of the  European Banking Authority Stakeholder Group, and  was a lay member of the Welfare and Ethics  Committee of the Royal Veterinary College. |  | Other positions of note: Mrs Walkden is a member  of the advisory board of JD Haspel Ltd.  Positions in other Group companies: Mrs Walkden  is a non-executive director of Santander UK plc and  Santander UK Group Holdings plc.  Membership of board committees: Audit  committee, risk supervision, regulation and  compliance committee (Chair), and responsible  banking, sustainability and culture committee.  Skills and competencies: Mrs Walkden brings to the  board extensive experience in international banking  and deep expertise in auditing and risk  management, which underscore her recognition as a  financial expert. |
|  | Pamela  Walkden  Non-executive  director  (independent) |  |  |  |
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Annual report 2025282

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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|  | Board member since 2024.  Nationality: American and Italian. Born in New York  (US) in 1966.  Education: Degree in Comparative Literature from  Yale University and MBA from Harvard University.  Experience: Mr Weiss was Counselor to the  Secretary of the US Department of the Treasury  (2015-2017), where he led the Department of  Domestic Finance, working on matters related to  financial markets, regulatory reform, job creation  and economic growth, and senior advisor to the  investment company JAB Holdings (2018-2025). He  previously held a number of senior management  positions at Lazard, including Global Head of  Investment Banking, Global Head of Mergers and  Acquisitions, and Vice Chair of European Investment  Banking.  Other positions of note: Mr Weiss is a founder and  partner of investment firm SSW Partners, LP. He is a  research fellow of the Mossavar-Rahmani Center for  Business and Government at the Harvard Kennedy  School of Government, a member of the Council on |  | Foreign Relations, and a trustee of several non-  profit, economic policy organizations, including the  Volcker Alliance, the Citizens Budget Commission  and the Bretton Woods Committee. He is non-  executive director of Société Familiale  d'Investissements, S.A. and associate of AFWCo LP.  He is a director and former publisher of The Paris  Review.  Membership of board committees: Remuneration  committee.  Skills and competencies: Mr Weiss has a lengthy  track record in financial services, public policy and  non-profit organizations. He also has vast  international experience in executive positions in the  US, Europe and other regions. Having held senior  positions in both the public and private sectors, he  contributes an overarching vision of the US market  and financial sector to the board, most notably in  matters of economic policy. |
|  | Antonio Francesco  Weiss  Non-executive  director  (independent) |  |  |  |
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|  | Joined the Group in 2003.  Nationality: Spanish. Born in Valladolid (Spain) in  1968.  Education: Degree in Law and Business  Administration from Universidad Pontificia Comillas  (ICADE E-3) and State Attorney for Spain.  Experience: Mr Pérez Renovales was director of the  office of the second deputy Prime Minister for  Economic Affairs and Minister of Economy, deputy  secretary to the Spanish Prime Minister, Chair of the  Spanish State Official Gazette and of the committee  for Government Reform. Previously, he had been  Vice General Counsel, vice secretary of the board |  | and Head of Grupo Santander’s legal department,  General Counsel and secretary of the board at  Banesto, and deputy director of legal services at the  CNMV. He is the Banco Santander representative on  the board of trustees of the Princess of Asturias  Foundation and is a member of the jury for its award  for Social Sciences. He is Chair of the board of  trustees of the Fundación Universitaria Comillas-  I.C.A.I., and professor of Constitutional Law in the  Faculty of Law at Universidad Pontificia Comillas  (ICADE).  Mr Pérez Renovales is the secretary of every board  committee. |
|  | Jaime  Pérez Renovales  General Counsel  and secretary  of the board |  |  |  |
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Annual report 2025283

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

4.2

#### Board composition

#### Size

As at 31 December 2025, the board of directors comprised 15

members, whose profile and background are described in section

[4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) . The Bylaws dictate that the board must be

composed of no less than 12 and no more than 17 members.

Composition by type of director

The board of directors has a balanced composition between

executive and non-executive directors, most of whom are

independent. Each director’s status has been verified by the

nomination committee.

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| Our board composition |

![505]()

#### Executive directors

• Ana Botín, Group Executive Chair

• Héctor Grisi, Chief Executive Officer

Section 4.3 provides a detailed description of their respective roles

and duties under ['Group Executive Chair and Chief Executive](#ifb2b99624daa4646a71a5fe829ff7983_26385)

[Officer'](#ifb2b99624daa4646a71a5fe829ff7983_26385).

#### Independent directors

• Glenn Hutchins (Lead Independent Director)

• Homaira Akbari

• Carlos Barrabés

• Sol Daurella

• Henrique de Castro

• Germán de la Fuente

• Gina Díez Barroso

• Belén Romana

• Pamela Walkden

• Antonio Weiss

Every year, the nomination committee verifies the independence of

the board members. It considers potentially significant business

relations that could affect their independence and other pertinent

circumstances. For more details on this analysis, see section [4.6](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538)

['Nomination committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538) and subsection C.1.3 of

section [9.2 'Statistical information on corporate governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)

[required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625).

Independent non-executive directors account for 66.67% of board

members. This conforms to best corporate governance practices as

well as to the Rules and regulations of the board, which require

that the board be predominantly made up of non-executive

directors with at least 50% independent directors.

#### Other external directors

• José Antonio Álvarez

• Javier Botín

• Luis Isasi

These directors are not classified as independent directors for the

following reasons:

• Mr Álvarez, because he was the CEO of Banco Santander until 31

December 2022.

• Mr Botín, because he has been a director for over 12 years.

• Mr Isasi, because it is considered preferable to classify him as an

external director under prudent criteria, in view of his

remuneration as non-executive chair of Santander España in

addition to his remuneration as a director and the special nature

of this body as supervisor of a business unit without its own

corporate identity separate to Banco Santander, despite the

nomination committee and the board believing that he meets the

requirements to be classed as an independent director.

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| Board tenure |

![2458]()

At the end of 2025, the average term of directors was 9.03 years

and the average term of independent directors was 5.76 years. For

more details, see  ['Board skills and diversity matrix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_520) and  ['Tenure and](#i3469a4b05f164a2d92462c398a9ec6eb_0-0-20-12-3384596)

[equity ownership'](#i3469a4b05f164a2d92462c398a9ec6eb_0-0-20-12-3384596) in this section 4.2.

Annual report 2025284

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| Tenure and equity ownershipA | | | | | | | | | | | |
| Board of directors | |  | Tenure | | |  | Banco Santander shareholding D | | | | |
|  |  |  | Date of first  appointment B | Date of last  appointment | End date C |  | Direct | Indirect | Shares  represented | Total | % of  share  capital |
| Executive Chair | Ana Botín |  | 04/02/1989 | 04/04/2025 | 04/04/2028 |  | 2,339,639 | 31,506,972 | — | 33,846,611 | 0.230% |
| Chief Executive  Officer | Héctor Grisi |  | 20/12/2022 | 04/04/2025 | 04/04/2028 |  | 2,546,358 | — | — | 2,546,358 | 0.017% |
| Vice Chair and Lead  Independent Director | Glenn Hutchins |  | 20/12/2022 | 04/04/2025 | 04/04/2028 |  | 870,165 | — | — | 870,165 | 0.006% |
| Vice Chair | José Antonio Álvarez |  | 25/11/2014 | 22/03/2024 | 22/03/2027 |  | 2,718,974 | — | — | 2,718,974 | 0.019% |
| Members | Homaira Akbari |  | 27/09/2016 | 31/03/2023 | 31/03/2026 |  | 67,826 | 100,913 | — | 168,739 | 0.001% |
| Carlos Barrabés |  | 22/03/2024 | 22/03/2024 | 22/03/2027 |  | 100 | — | — | 100 | 0.000% |
| Javier Botín |  | 25/07/2004 | 22/03/2024 | 22/03/2027 |  | 5,519,047 | 25,603,839 | 157,801,673E | 188,924,559 | 1.286% |
| Sol Daurella |  | 25/11/2014 | 31/03/2023 | 31/03/2026 |  | 149,483 | 476,837 | — | 626,320 | 0.004% |
| Henrique de Castro |  | 12/04/2019 | 22/03/2024 | 22/03/2027 |  | 2,982 | — | — | 2,982 | 0.000% |
| Germán de la Fuente |  | 01/04/2022 | 22/03/2024 | 22/03/2027 |  | 10,000 | — | — | 10,000 | 0.000% |
| Gina Díez Barroso |  | 22/12/2020 | 31/03/2023 | 31/03/2026 |  | 27,000 | — | — | 27,000 | 0.000% |
| Luis Isasi |  | 03/04/2020 | 04/04/2025 | 04/04/2028 |  | 60,000 | — | — | 60,000 | 0.000% |
| Belén Romana |  | 22/12/2015 | 22/03/2024 | 22/03/2027 |  | 13,591 | — | — | 13,591 | 0.000% |
| Pamela Walkden |  | 29/10/2019 | 04/04/2025 | 04/04/2028 |  | 82,608 | — | — | 82,608 | 0.001% |
| Antonio Weiss |  | 22/03/2024 | 22/03/2024 | 22/03/2027 |  | — | — | — | — | 0.000% |
|  | Total |  |  |  |  |  | 14,407,773 | 57,688,561 | 157,801,673 | 196,051,396 | 1.335% |
| General Counsel and  secretary of the  board | Jaime Pérez  Renovales |  |  | | | | | | | | |

A. Figures as at 31 December 2025.

B. The date of first appointment referred to herein may not match with the date of acceptance of the position.

C. The date provided does not take into account the additional period that may apply under article 222 of Spain's Companies Act, nor the annual renewal of one-third of the

board established in article 55.1 of the Bylaws. For more details, see ['Election, appointment, re-election and succession of directors'](#icd394c0decc149fbb6ec8e814f8464ca_6275) in section 4.2.

D. Banco Santander’s shareholding policy aims to align our executive directors and shareholders’ long-term interests. It includes the obligation for each executive director to

maintain a significant investment in Banco Santander's shares, equivalent to twice their net annual salary. Executive directors have five years from the time they were

appointed to reach the required level of investment. Any shares they receive as remuneration are subject to a mandatory three-year holding period from their date of

delivery, unless they already hold the mentioned investment equivalent, in addition to the regulatory obligation not to sell them for one year from delivery, which applies in

all cases.

E. Includes shares owned by Fundación Botín, chaired by Javier Botín, and syndicated shares, including shares corresponding to Ana Botín that are also included within her direct

or indirect shareholdings above, but excluding those corresponding to Javier Botín. For more details, see section [2.4 'Shareholders’ agreements'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_478). We adapted this information

to the CNMV’s format in subsection A.3 of section [9.2 'Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) .

As at 31 December 2025, Ana Botín, Héctor Grisi and José Antonio Álvarez had 1,071,830, 275,384 and 723,421 Banco Santander share

options, respectively. Each option has one share as an underlying asset. These options come from the Group's remuneration plans.

|  |  |
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|  | For more details, see section [9.2 'Statistical information on corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |

#### Diversity and skills

A diverse board of directors is essential to its effectiveness. Mixed

skills, experiences and points of view create an environment that

promotes independent opinion and constructive debate and

ensures proper decision-making. Thus, we seek to achieve a sound

balance of technical expertise, experience and broad diversity in

the composition of the board.

Our policy on the selection, suitability assessment and succession

of directors helps make our board more diverse in terms of gender,

age, geographical provenance, experience and knowledge.

• Gender.  The nomination committee and the board of directors

understand the importance of fostering equal opportunity

between men and women as well as the need for women board

members who meet the suitability requirements. In this regard,

40% of our board members are women, in compliance with the

gender equality target set by the nomination committee in 2019

and included in the referred policy for women and men to

account for between 40% and 60% of the total members of the

board.

Thus, our board has also met the target (ahead of schedule) set

out in  Ley Orgánica 2/2024, de 1 de agosto, de representación

paritaria y presencia equilibrada de mujeres y hombres (Spain's

law on equal representation and balanced presence of women

and men), which will require the boards of the 35 companies

with the highest market capitalization in Spain to have the least-

represented gender account for 40% or more of its members

from 30 June 2026.

• Age. Our policy also considers that selection must promote age

diversity. There are no age limits for becoming a director nor for

the roles of chair and chief executive officer.

• Geographical provenance/international background. Selection

considers cultural diversity, geographical provenance, and

international education and experience, especially in the Group's

core markets.

• Academic background and career. Selection considers

candidates' academic training and career history, especially

regarding aspects related to our activities or otherwise deemed

Annual report 2025285

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

material to the Group, to ensure they are qualified to understand

our Group’s businesses, structure and markets, and that they fit

within the Santander culture.

Moreover, our policy stipulates that board member selection must

avoid any implicit bias that could lead to forms of discrimination

based on disability, race, ethnic origin or other factors.

The policy follows the European Banking Authority (EBA) and

European Securities and Markets Authority (ESMA) joint guidelines

on the suitability assessment of board members and key functions

holders, as well as the ECB's Guide to fit and proper assessments.

#### Board skills and diversity matrix

The nomination committee keeps a  ['Board skills and diversity](#icec967c355564c4198bc2b4ee2300b79_1-0-38-17-3384596)

[matrix'](#icec967c355564c4198bc2b4ee2300b79_1-0-38-17-3384596)  up to date, which reflects the balance of the knowledge,

skills, qualifications, diversity and experience required to pursue

our long-term strategy in an ever-changing market.

It considers the recommendations of the aforementioned EBA and

ESMA joint Guidelines and the ECB's Guide to fit and proper

assessments.

The matrix follows this structure:

• We distinguish between thematic (technical)  and  horizontal

skills.

• We include a specific section on diversity that provides

information on directors´ gender, geographical provenance/

international background, and age.

• We show each member's  tenure.

The matrix discloses each board member's particular expertise and

skills, some of which are further detailed in section [4.1 'Our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508)

[directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508), and is a sign of our commitment to transparency.

We continuously review the suitability of skills and diversity to

ensure a diverse board that can meet the Group's strategic needs.

The matrix enables us to pinpoint areas we may need to strengthen

in the succession and election of new board members.

Last, the  ['Committees skills and diversity matrix](#i051a74be2fe34d87854fb94276fa3a19_0-0-38-9-3384596)', which we also

update regularly, shows the diverse composition of each

committee and members' knowledge and expertise relevant to

their committee's remit.

Annual report 2025286

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Board skills and diversity matrix | | | | | | | | | | | | | | | | |
|  | | Ana  Botín | Héctor  Grisi | Glenn  Hutchins | José  Antonio  Álvarez | Homaira  Akbari | Carlos  Barrabés | Javier  Botín | Sol  Daurella | Henrique  de Castro | Germán de  la Fuente | Gina Díez  Barroso | Luis Isasi | Belén  Romana | Pamela  Walkden | Antonio  Weiss |
| Executive  Chair | CEO | Vice Chair  Lead  Independent  Director | Vice Chair  Non-  executive | Independent | Independent | Non-  executive | Independent | Independent | Independent | Independent | Non-  executive | Independent | Independent | Independent |
| SKILLS AND EXPERIENCE | |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| THEMATIC SKILLS | |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Banking (100%) | | • | • | • | • | • | • | • | • | • | • | • | • | • | • | • |
| Other financial services (80%) | | • | • | • | • | • |  | • |  | • | • | • | • | • |  | • |
| Accounting, auditing and financial literacy (100%) | | • | • | • | • | • | • | • | • | • | • | • | • | • | • | • |
| Retail (80%) | | • | • |  | • | • | • | • | • | • |  | • | • | • | • |  |
| Digital & information technology (53.3%) | | • | • | • | • | • | • |  |  | • |  |  |  | • |  |  |
| Risk management (86.7%) | | • | • | • | • | • | • | • | • |  | • |  | • | • | • | • |
| Business strategy (100%) | | • | • | • | • | • | • | • | • | • | • | • | • | • | • | • |
| Responsible business & sustainability (80%) | | • | • | • | • | • | • | • | • |  |  | • | • | • |  | • |
| Human resources, culture, talent & remuneration (93.3%) | | • | • | • | • | • | • |  | • | • | • | • | • | • | • | • |
| Legal and regulatory (13.3%) | |  |  | • |  |  |  |  |  |  |  |  |  | • |  |  |
| Governance and control (80%) | | • | • | • | • | • | • | • | • |  | • |  | • | • | • |  |
| International experience | Continental Europe (93.3%) | • | • |  | • | • | • | • | • | • | • | • | • | • | • | • |
| US/UK (86.7%) | • | • | • | • | • |  | • | • | • | • |  | • | • | • | • |
| Latam (60%) | • | • |  | • | • |  | • |  | • | • | • | • |  |  |  |
| Others (26.7%) |  |  |  |  |  |  |  | • | • | • |  |  |  | • |  |
| HORIZONTAL SKILLS | |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Top management (100%) | | • | • | • | • | • | • | • | • | • | • | • | • | • | • | • |
| Government, regulatory and public policy (20%) | |  |  | • |  |  |  |  |  |  |  |  |  | • |  | • |
| Academia and education (40%) | | • |  |  |  | • | • |  | • |  |  | • |  |  |  | • |
| Significant directorship tenure (93.3%) | | • | • | • | • | • | • | • | • | • | • | • | • | • | • |  |
| DIVERSITY | |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Gender | Female (40%) | • |  |  |  | • |  |  | • |  |  | • |  | • | • |  |
| Male (60%) |  | • | • | • |  | • | • |  | • | • |  | • |  |  | • |
| Geographical provenance/  international background | Continental Europe (93.3%) | • | • |  | • | • | • | • | • | • | • | • | • | • | • | • |
| US/UK (93.3%) | • | • | • | • | • |  | • | • | • | • | • | • | • | • | • |
| Latam (60%) | • | • |  | • | • |  | • |  | • | • | • | • |  |  |  |
| Others (33.3%) |  |  |  |  | • |  |  | • | • | • |  |  |  | • |  |
| Age | Under 55 (6.7%) |  |  |  |  |  |  | • |  |  |  |  |  |  |  |  |
| 55 to 65 (73.3%) | • | • |  | • | • | • |  | • | • | • |  |  | • | • | • |
| Over 65 (20%) |  |  | • |  |  |  |  |  |  |  | • | • |  |  |  |
| BOARD TENURE | |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 0 to 3 years (33.3%) | |  | • | • |  |  | • |  |  |  | • |  |  |  |  | • |
| 4 to 11 years (53.3%) | |  |  |  | • | • |  |  | • | • |  | • | • | • | • |  |
| 12 years or more (13.3%) | | • |  |  |  |  |  | • |  |  |  |  |  |  |  |  |

Annual report 2025287

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Committees skills and diversity matrix | | | | | | | | |
|  | | Executive  committee | Audit  committee | Nomination  committee | Remuneration  committee | Risk supervision,  regulation and  compliance committee | Responsible banking,  sustainability and  culture committee | Innovation and technology  committee |
| SKILLS AND EXPERIENCE | | | | | | | | |
| THEMATIC SKILLS | | | | | | | | |
| Banking | | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Other financial services | | 100% | 80% | 60% | 80% | 80% | 40% | 87.5% |
| Accounting, auditing and financial literacy | | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Retail | | 100% | 80% | 80% | 60% | 80% | 100% | 87.5% |
| Digital and information technology | | 80% | 60% | 60% | 40% | 40% | 40% | 100% |
| Risk management | | 100% | 80% | 80% | 80% | 100% | 80% | 87.5% |
| Business strategy | | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Responsible business and sustainability | | 100% | 40% | 100% | 80% | 60% | 80% | 87.5% |
| Human resources, culture, talent and remuneration | | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Legal and regulatory | | 20% | 20% | 40% | 20% | 20% | – | 25% |
| Governance and control | | 100% | 80% | 80% | 60% | 100% | 80% | 87.5% |
| International experience | Continental Europe | 100% | 100% | 80% | 80% | 100% | 100% | 87.5% |
| US/UK | 100% | 100% | 60% | 100% | 100% | 60% | 87.5% |
| Latam | 80% | 60% | 20% | 40% | 60% | 40% | 62.5% |
| Others | – | 60% | 20% | 40% | 40% | 40% | 12.5% |
| HORIZONTAL SKILLS | | | | | | | | |
| Top management | | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
| Government, regulatory and public policy | | 20% | 20% | 40% | 40% | 20% | – | 25% |
| Academia and education | | 20% | 20% | 60% | 40% | – | 80% | 37.5% |
| Significant directorship tenure | | 100% | 100% | 100% | 80% | 100% | 100% | 100% |
| DIVERSITY | | | | | | | | |
| Gender | Female | 40% | 60% | 60% | 20% | 40% | 80% | 37.5% |
| Male | 60% | 40% | 40% | 80% | 60% | 20% | 62.5% |
| Geographical provenance/international  background | Continental Europe | 100% | 100% | 80% | 80% | 100% | 100% | 87.5% |
| US/UK | 100% | 100% | 80% | 100% | 100% | 80% | 87.5% |
| Latam | 80% | 60% | 20% | 40% | 60% | 40% | 62.5% |
| Others | – | 80% | 20% | 40% | 40% | 60% | 25% |
| Age | Under 55 | – | – | – | – | – | – | – |
| 55 to 65 | 80% | 100% | 60% | 60% | 80% | 80% | 87.5% |
| Over 65 | 20% | – | 40% | 40% | 20% | 20% | 12.5% |
| BOARD TENURE | | | | | | | | |
| 0 to 3 years | | 20% | 20% | 40% | 40% | 20% | 20% | 37.5% |
| 4 to 11 years | | 60% | 80% | 60% | 60% | 80% | 80% | 50% |
| 12 years or more | | 20% | – | – | – | – | – | 12.5% |

Annual report 2025288

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Election, appointment, re-election and

#### succession of directors

#### Election

Our internal policy for the selection, suitability assessment and

succession of directors dictates standards for the board’s

composition, the process of identifying and selecting candidates,

and the suitability assessment of new directors.

Directors must meet specific requirements dictated by laws for

credit institutions and our Bylaws and must also fulfil the duties of

their position prescribed therein and in the Rules and regulations of

the board.

Our directors must be of renowned business and professional

integrity, and have the knowledge and experience needed to

perform their role and exercise good governance. Director

candidates will also be selected on the basis of their professional

contribution to the entire board.

The board of directors will endeavour to have significantly more

external or non-executive directors than executive directors, and

for the number of independent directors to make up at least half of

all members.

#### Appointment and re-election

Shareholders appoint and re-elect directors at the general

meeting. Furthermore, if directors step down during their term of

office, the board of directors may provisionally designate another

director by co-option until the shareholders at the general meeting

confirm the appointment at the next meeting.

Each appointment, re-election and ratification of directors is

submitted to a separate vote at the general meeting.

Proposals for the appointment, re-election and ratification of

directors (regardless of their category) that the board of directors

submits to the general meeting, as well as appointments in the

form of co-option, should be preceded by a reasoned proposal by

the nomination committee.

Proposals to be submitted to the general meeting must include a

duly substantiated report by the board that contains an

assessment of the candidate's qualifications, experience and

merits. Re-election and ratification proposals will also provide an

assessment of the work and dedication to the position during the

last period in which the proposed director held office. If the board

disregards the nomination committee's opinion, it must explain its

decision and record its reasons in the meeting minutes.

#### Term and cessation

Our directors are appointed for three-year terms. However, one-

third of board members are renewed each year in order of their

tenure, according to the date and order of the respective

appointment.

Our directors shall cease to hold office when the term for which

they were appointed ends, unless they are re-elected, when the

general meeting so resolves, or when they resign. When a director

ceases to hold office prior to the end of their term (by general

meeting resolution or by resignation), they shall explain the

reasons for resignation or, for non-executive directors, their

opinion on the reasons for their cessation in office by the general

meeting, in a letter to the other board members, unless they report

them at a board meeting and this is recorded in the minutes.

Where relevant to our shareholders, the resignation shall be

disclosed publicly, including sufficient information on the reasons

or circumstances that the director provides.

Directors must tender their resignation to the board and formally

step down from their position if the board, on the nomination

committee's recommendation, deems it appropriate in cases that

may adversely affect the board's functioning or Banco Santander’s

credit or reputation. In particular, they must resign if they become

ineligible or prohibited by law, without prejudice to the

honourability requirements for directors and the consequences

deriving from subsequent failure to meet those requirements set

out in Spain's Royal Decree 84/2015 that implements Spain's Act

10/2014.

Directors must notify the board as soon as possible of any

circumstances that affect them, whether related to their

performance in Banco Santander or not, that might damage Banco

Santander's credit or reputation, especially if under criminal

investigation, and of the developments of any such criminal

proceedings. When the board is informed or becomes otherwise

aware of any such situations, it will examine them as soon as

possible and decide, based on the particulars and on a report from

the nomination committee, any measures to adopt, such as

opening an internal investigation, calling on directors to resign, or

proposing their dismissal.

Proprietary directors must also tender their resignation when the

shareholder they represent sells off or significantly reduces its

equity holding.

#### Succession planning

Succession planning is a key element of our good governance as it

ensures orderly role transitions as well as board continuity and

stability and its appropriate renewal, composition and

independence. Our succession planning follows a well-defined

methodology and clear allocation of responsibilities. The aim is to

identify candidates with the necessary talent for each function.

Banco Santander bases its director succession framework on

diversity standards and the policy for the selection, suitability

assessment and succession of directors, as well as the regular

review of the composition of the board and its committees, and the

identification of potential board member candidates.

The policy has specific core performance indicators that assess the

effectiveness of succession planning (vacancies filled by identified

candidates);  the number of internal and external candidates

immediately available to succeed executive directors; training and

development plans for potential candidates to succeed executive

directors in one to three years; gender diversity and diversity by

geographical provenance or international background; updated

board member tenure; the strength of the list of successors to

executive directors, committee chairs and the Lead Independent

Director, and the percentage of candidates to succeed directors

who are immediately available (or candidates for a one-to-three

year period).

The nomination committee and the board prioritize succession

planning, with sound and appropriate plans in place that they

revisit frequently to make sure they meet regulatory requirements

and align with industry best practice.

Annual report 2025289

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 4.3 Board functioning and effectiveness

#### Board regulation

The board and its committees are governed by the rules set out in

the Bylaws and the Rules and regulations of the board, both of

which are available on our corporate website.

• Bylaws. These dictate the basic rules that apply to the

composition and operation of the board and its members' duties,

and are supplemented and implemented by the Rules and

regulations of the board. They can only be amended by

shareholders at the general meeting. For more details, see ['Rules](#i9ecadc1fbc9f4691a7c73ad08498072a_9881)

[for amending our Bylaws'](#i9ecadc1fbc9f4691a7c73ad08498072a_9881) in section 3.2.

• Rules and regulations of the board. These set the rules for

running and internally organizing the board of directors and its

committees through the development of applicable laws and

Bylaws provisions and good governance recommendations. They

set out the principles governing its actions and the duties of its

members.

The Rules and regulations of the board adhere to all legal

provisions as well as to the principles and recommendations set

out in the CNMV Good Governance Code for Listed Companies

(Spain's Corporate Governance Code), the Corporate Governance

Principles for Banks of the Basel Committee on Banking

Supervision, and the EBA's in Guidelines on internal governance.

Our rules on the audit committee also adhere to the good

operating practices set out in the CNMV's Technical Guide 1/2024

on Audit Committees of Public Interest Entities, as well as with

the applicable regulations because our shares are listed as ADS

on the NYSE and, in particular, with Rule 10A-3 under the

Securities Exchange Act on standards relating to audit

committees.

#### Board functions

Banco Santander's board of directors is our highest decision-

making body, except in matters reserved to shareholders at the

general meeting. It performs its duties with unity of purpose and

independent judgement.

The board’s policy is to designate executive bodies and managers

to run day-to-day operations and implement the strategy. It

focuses on general supervision, for which it has certain functions it

cannot delegate by law, the Bylaws or the Rules and regulations of

the board, including:

• strategic plans and management objectives;

• general policies, including, among others: capital and liquidity;

tax; new products, operations and services; corporate culture and

values, which include sustainability; crisis management and

resolution planning; risk (including tax risk) control and

management; remuneration and compliance;

• financial and non-financial reporting and, more generally,

information reported to shareholders, investors and the general

public, as well as the processes and controls that ensure full

disclosure;

• policies on reporting and communication with shareholders,

markets and public opinion, and supervision of the disclosure of

information;

• risk culture and management;

• internal audit plan;

• the selection, succession and remuneration of directors, senior

management and other key positions;

• effectiveness of Grupo Santander’s corporate and internal

governance system, including the GSGM, corporate frameworks

and most relevant internal regulations;

• significant corporate transactions and investments;

• calling the general shareholders’ meeting; and

• related-party transactions.

The following chart shows the board’s approximate time allocation

to each function in 2025.

|  |
| --- |
|  |
| Approximate allocation of time to the board’s activities  in 2025 |

![8246337250353]()

Annual report 2025290

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Board

#### structure and organization

The board’s corporate governance structure ensures that it discharges its duties effectively.

#### Group Executive Chair and Chief Executive Officer

The Executive Chair is Ana Botín and the Chief Executive Officer is Héctor Grisi. They are the most senior executives in the Group’s strategic

and ordinary management, which the board is responsible for overseeing, ensuring that their roles are clearly separated and

complementary. Both report exclusively to the board.

The roles of our Executive Chair and Chief Executive Officer can be summarized as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Roles of the Executive Chair and the Chief Executive Officer | | |
| Executive Chair |  | Chief Executive Officer |
| • The Chair is the highest-ranking executive in Grupo Santander  and its main representative with regulators, authorities and  other major stakeholders.  • The Chair is responsible for the long-term strategy of the Group,  including new tech and digital growth engines, namely PagoNxt  and Digital Consumer Bank.  • The Chair is also responsible for other corporate functions and  units that help drive the execution and good governance of the  Group's long-term strategy and transformation, comprising  T&O, data & AI, people, culture & organization, financial  accounting & control, strategy and corporate development,  general secretariat, and communications & corporate  marketing.  • The Chair also leads the appointment and succession planning  of Grupo Santander senior management, to be submitted to the  nomination committee and board for approval. |  | • The Chief Executive Officer is entrusted with the day-to-day  management of the business with the highest executive  functions and reports exclusively to the board.  • Accordingly, the Chief Executive Officer’s direct reports are the  senior managers in charge of the business units: the local Chief  Executive Officer (CEO)/Country Heads and those in charge of  the global businesses (Wealth Management & Insurance,  Corporate & Investment Banking, Payments and Retail &  Commercial Banking, including transformation A), encompassing  the relevant support and control functions. Whilst the Chair is  accountable for Digital Consumer Bank, given that it is a global  business, the Group CEO remains fully accountable for the  Countries through which Digital Consumer Bank operates.  • As responsible for day-to-day management, the Chief Financial  Officer (CFO) also reports to the Chief Executive Officer.  • Additionally, the Chief Executive Officer is responsible for  regulatory & supervisory relations and for embedding the  Group's sustainability policy in the day-to-day management of  Group businesses and the support and control functions. |

A. Whilst Retail & Commercial Banking reports directly to the Chief Executive Officer (with no functional line to the Executive Chair), ultimate accountability for transformation

remains with the Executive Chair.

The duties of the Executive Chair, the Chief Executive Officer, the

board, and its committees are clearly separated. Various checks

and balances give Grupo Santander’s corporate governance

structure the appropriate equilibrium. In particular:

• The board and its committees supervise both the Executive Chair

and the Chief Executive Officer, both of whom report directly to

the board.

• The board has delegated all its powers to the Executive Chair and

the Chief Executive Officer, except for those that cannot be

delegated by law or under the Bylaws or the Rules and

regulations of the board. The board directly exercises those

powers to perform its general supervisory function.

• The Lead Independent Director leads the Group Executive Chair’s

succession and assessment in coordination with the nomination

committee.

• The audit committee is chaired by an independent director who is

considered a ‘financial expert’ as defined in Regulation S-K of the

Securities and Exchange Commission (SEC).

• The audit, nomination, and responsible banking, sustainability

and culture committees are chaired by, and fully composed of,

independent directors. The remuneration, risk supervision,

regulation and compliance, and innovation and technology

committees are chaired by, and have a majority of, independent

directors.

• The Executive Chair may not simultaneously act as Banco

Santander’s Chief Executive Officer.

• The corporate risk, compliance and internal audit functions

report as independent units to a committee or a member of the

board of directors and have direct, unfettered access to the

board.

Annual report 2025291

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Lead Independent Director

Our Lead Independent Director is Glenn Hutchins. The Lead Independent Director is key to our corporate governance arrangements. He is

responsible for the effective coordination of the non-executive directors and makes sure they serve as an appropriate counter-balance to the

executive directors.

The following chart shows the Lead Independent Director's functions and activities in 2025. He provides a detailed report to the nomination

committee and board of directors on his activities every year.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Duties of the Lead Independent Director and activities during 2025 | | |
| Duties |  | Activities in 2025 |
| Facilitate discussion and open dialogue among independent  directors, holding private meetings of non-executive directors  without the executive directors present and proactively engaging  with them to consider their views and opinions. |  | Held five meetings with the non-executive directors where they  were able to voice their views and opinions. These meetings  provided a valuable opportunity to reflect on the scheduling of  board and committee meetings throughout the year, to discuss  board training topics, strategy execution, executive director and  top management performance and objectives (including the  Executive Chair and CEO performance assessments, given their  reporting line to the board), and reflections on areas for  continuous improvement.  The non-executive directors held a meeting with the Chief  Executive Officer without the Executive Chair present (and vice  versa). |
| Direct the regular assessment of the Chair of the board of  directors and coordinate her succession plans. |  | Led the Executive Chair's annual performance review in order to  determine her variable pay. Furthermore, he coordinated her  succession planning, facilitated through his membership of the  nomination committee. |
| Engage with shareholders and other investors to learn of their  concerns, especially with regard to Banco Santander's corporate  governance. |  | For more details on this Lead Independent Director's activity, see  section [3.1 'Shareholder communication and engagement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_490). |
| Replace the Chair in her absence, with such key rights as the  ability to call board meetings under the terms of the Rules and  regulations of the board. |  | While the Executive Chair was able to chair all board meetings,  the Lead Independent Director assumed the chairship of the board  in specific instances where the Executive Chair refrained from  participating in the discussions given the nature of the topic being  discussed or her potential conflict of interest. |
| Request a board meeting or that new items be added to the  agenda. |  | While the Lead Independent Director did not need to request  additional board meetings to be called, he remained fully engaged  in, and informed of, board meeting agendas to add additional  items as required. |

#### Secretary of the board

Jaime Pérez Renovales is the secretary of the board. He assists the

Chair and ensures the formal and substantial legality of all the

board’s actions. He also makes sure that good governance

recommendations and procedures are observed and remain under

continuous review.

The secretary of the board is also the General Counsel of Banco

Santander. He acts as the secretary of all board committees and

facilitates a fluid and effective relationship between the

committees and the Group's units that must collaborate with

them.

The appointment of the secretary of the board is a matter for the

board to approve, taking into account the prior opinion of the

nomination committee. The secretary does not need to be a

director.

The board has two vice secretaries, F. Javier Illescas Fernández-

Bermejo (Group Head of Legal) and Adolfo Díaz-Ambrona Moreno

(General Counsel of Santander España). They assist the secretary

with his duties on the board and its committees, and replace him in

the event of absence, inability to act, or illness.

Annual report 2025292

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Board

#### committees

Board committees support the board in three main areas:

• Managing the Group by exercising decision-making powers through the executive committee.

• Supervising and making important decisions through the audit committee, nomination committee, remuneration committee and risk

supervision, regulation and compliance committee.

• Formulating strategy for core areas through the responsible banking, sustainability and culture committee, and the innovation and

technology committee.

The board has seven committees under this structure:

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Mandatory  committees A | Executive  committee | | Audit  committee | | Nomination  committee | | Remuneration  committee | | Risk supervision,  regulation and  compliance committee | |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
| Decision-making  powers | | Supervision, information, advice and recommendations regarding functions in risk,  financial reporting and audit, nomination and remuneration matters | | | | | | | |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Voluntary  committees | Responsible banking, sustainability and  culture committee | | Innovation and  technology committee | |
|  |  |  |  |
|  |  |  |  |
| Support and proposal in strategic areas | | | |

A. Required by law.

#### Board operation

The board of directors held 13 meetings (11 ordinary and two

extraordinary) in 2025. The Rules and regulations of the board

dictate that it must hold at least nine annual ordinary meetings and

one quarterly meeting.

Board meetings follow a calendar approved annually and a

provisional agenda of items to discuss among the matters that fall

under its remit, though new items can be added and additional

meetings can be called. Directors may also propose items to be

added to the agenda and are duly informed of changes to the

calendar and meeting agendas.

To help directors prepare effectively for each meeting, they are

given relevant documents sufficiently in advance and in a secure

electronic format. In the board’s opinion, these documents are

appropriately detailed and received in good time, which enables

members to make appropriate decisions.

The Rules and regulations of the board of directors also expressly

acknowledge directors’ rights to request and obtain information on

anything related to Banco Santander and its domestic and foreign

subsidiaries. They also acknowledge their right to inspect the

books, files, documents and any other records of corporate

transactions, in addition to premises and facilities. Furthermore,

directors can request and obtain any information and advice (legal,

accounting, financial, or other) they deem necessary through the

secretary in order to perform their duties.

Additionally, the board meets at the Chair’s discretion or at the

request of at least three directors. The Lead Independent Director

is also authorized to request a board meeting or for new items to

be added to the agenda for a meeting that has already been called.

Directors must attend meetings in person, either physically or

virtually, and endeavour to limit their absence to situations of

absolute necessity. The nomination committee checks that

directors attend at least 75% of board and committee meetings

and that any absence has a valid excuse without raising doubt

about the director's commitment to good governance. For more

details, see ['Attendance at board and committee meetings and](#ifb2b99624daa4646a71a5fe829ff7983_26395)

[dedication to the performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_26395) in this section 4.3.

If directors are unable to attend a meeting, they can designate (in

writing and on a special basis for each session) another director to

act on their behalf. Proxies are granted with instructions. Non-

executive directors may only be represented by other non-

executive directors. A director can hold more than one proxy.

The board may meet in various rooms at the same time, provided

that members can interact in real time to ensure interactivity and

intercommunication via audio-visual means or telephone.

Board meetings are validly quorate when more than half of its

members attend in person or by proxy.

Resolutions are adopted by absolute majority of the directors in

attendance. The chair has the casting vote in the event of a tie. The

Annual report 2025293

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Bylaws and the Rules and regulations of the board only require the

qualified majorities according to law.

The secretary of the board keeps the board’s documents on file and

records the content of meetings in meeting minutes. Meeting

minutes of the board and committees include statements

members expressly request to be put on record. Moreover, the

secretary oversees the monitoring of the actions that the board and

its committees must perform, which the parties responsible for are

duly informed of.

#### Committee operation

Committees follow a calendar and an annual work plan

established every year. Each committee meets as often as required

to fulfil its duties, with a minimum of four meetings per year,

except for the innovation and technology committee, which holds

at least three meetings.

A committee meeting is quorate if more than half the committee's

members attend in person or through an appointed proxy. A

committee resolution passes with a simple majority of votes. In the

event of a tie, the committee chair has the casting vote. Committee

members may appoint a proxy to vote for them and, as in board

meetings, non-executive directors can only appoint a non-

executive director proxy.

Committee members are given relevant meeting materials

sufficiently in advance to facilitate suitable meeting preparation

and, therefore, promote overall committee effectiveness.

Though they cannot vote, any director can attend and participate in

meetings of committees on which they do not serve if invited by

the chair of the board and the chair of the respective committee,

upon request to the chair of the board. Furthermore, all board

members who are not executive committee members may attend

executive committee meetings at least twice a year, for which they

are to be called by the chair.

Committees have the authority to summon executives, who will

appear at meetings at the invitation of, and under the terms

dictated by, the respective chair. Their attendance will be recorded

in the meeting minutes. Committees may also submit a request to

the General Counsel to hire legal, accounting or financial advisers

or other experts to assist with their duties at Banco Santander’s

expense.

The role of committee secretary is non-voting and falls on the

General Counsel and secretary of the board. This fosters a fluid and

efficient relationship between the board, its committees and senior

management. The board encourages communication and

engagement between the committees to boost efficiency and

ensure effective coordination in the performance of their

respective support duties through, among others, the following

mechanisms:

• Joint meetings: The committees (mainly the audit committee

with risk supervision, regulation and compliance committee and

the latter with the remuneration committee) hold joint meetings

on topics of mutual interest.

• Information to the board: At each board meeting, the committee

chairs present on the matters that they have discussed in

previous sessions of those committees. They also provide the

board members with copies of their committee meeting minutes

and all other documents handed out.

• Common members between committees:  We strive to have

board members sit on several committees.

• Cross-sectoral review of agendas: A regular review of the work

plans of the various committees is carried out to ensure that

meeting agendas are complete and coherent.

• Informal events: These help leverage informal time between

board members, acknowledging the value that this brings to

board culture.

Annual report 2025294

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Attendance at

#### board and committee meetings and dedication to the performance of duties

Details of directors' attendance at board and committee meetings in 2025 are set out in the table below.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Attendance rate at board and committee meetings in 2025 | | | | | | | | |
|  |  | Committees | | | | | | |
| Directors | Board | Executive | Audit | Nomination | Remuneration | Risk  supervision,  regulation  and  compliance | Responsible  banking,  sustainability  and culture | Innovation  and  technology |
| Average attendance | 99% | 98% | 96% | 96% | 93% | 94% | 95% | 91% |
| Individual attendance | | | | | | | | |
| Ana Botín | 13/13 | 23/23 | \_ | \_ | \_ | \_ | \_ | 3/4 |
| Héctor Grisi | 13/13 | 22/23 | \_ | \_ | \_ | \_ | \_ | 3/4 |
| Glenn Hutchins | 13/13 | \_ | \_ | 9/9 | 9/9 | \_ | \_ | 4/4 |
| José Antonio Álvarez | 13/13 | 23/23 | \_ | \_ | \_ | 12/14 | \_ | 4/4 |
| Homaira Akbari | 13/13 | \_ | 15/15 | \_ | \_ | \_ | 4/4 | 4/4 |
| Carlos Barrabés | 13/13 | \_ | \_ | 9/9 | \_ | \_ | 4/4 | 4/4 |
| Javier Botín | 12/13 | \_ | \_ | \_ | \_ | \_ | \_ | \_ |
| Sol Daurella | 12/13 | \_ | \_ | 9/9 | 9/9 | \_ | 3/4 | \_ |
| Henrique de Castro | 13/13 | \_ | 13/15 | \_ | 8/9 | \_ | \_ | 3/4 |
| Germán de la Fuente | 13/13 | \_ | 14/15 | \_ | \_ | 14/14 | \_ | \_ |
| Gina Díez Barroso | 13/13 | \_ | \_ | 8/9 | \_ | \_ | 4/4 | \_ |
| Luis Isasi | 13/13 | 22/23 | \_ | \_ | 9/9 | 12/14 | \_ | \_ |
| Belén Romana | 13/13 | 23/23 | 15/15 | 8/9 | \_ | 14/14 | \_ | 4/4 |
| Pamela Walkden | 13/13 | \_ | 15/15 | \_ | \_ | 14/14 | 4/4 | \_ |
| Antonio Weiss | 13/13 | \_ | \_ | \_ | 7/9 | \_ | \_ | \_ |

Note: This table shows each director's in-person attendance at ordinary and extraordinary board or committee meetings. The table does not take into account the approval of

resolutions in writing without a meeting (on one occasion by the board of directors, on one occasion by the executive committee, on two occasions by the nomination

committee and on one occasion by the responsible banking, sustainability and culture committee) nor meetings at which directors attended by proxy. The nomination

committee was informed of directors’ excused absences and verified that they raised no doubt about their capability of good governance.

In execution of the action plan derived from the 2024 board

effectiveness review, we conducted, among other actions, a

detailed analysis of the frequency and duration of board and

committee meetings to identify opportunities for streamlining. As

a result of this exercise, specific simplification measures were

implemented, which reduced the number of meetings in 2025

while ensuring that the effectiveness of the performance of their

respective functions—and, in particular, appropriate oversight and

control—was not affected. These adjustments have enhanced the

effectiveness of the functioning of the board and its committees.

According to a benchmark conducted with the support of an

independent expert, the number of meetings held by the board and

its committees is close to the average for a group of comparable

entities. A comparison is also provided with the average number of

meetings held by the board and its committees in listed companies

across different sectors in Spain (100 entities, including Ibex 35)

and in the United States (S&P 500). The differences observed are

mainly attributable to the Group’s global scale, size and level of

capitalisation, as well as to the specific regulatory and supervisory

framework applicable to the European banking sector. The

frequency of meetings at Banco Santander reflects a robust

corporate governance model that is appropriate for sound

management and effective oversight and control.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Comparison of number of meetings held A | | | |
|  | Banco  Santander | Spain average | US average |
| Board | 13 | 11.4 | 7.1 |
| Executive committee | 23 | 7.4 | NA |
| Audit committee | 15 | 8.9 | 8.1 |
| Nomination  committee | 9 | 7.1 | 4.7 |
| Remuneration  committee | 9 | 7.1 | 5.6 |
| Risk supervision,  regulation and  compliance  committee | 14 | 12.4 | NA |

A. Source: Spencer Stuart Board Index 2025 (Spain and United States).

NA: Not available.

Annual report 2025295

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

The following table shows the time a non-executive director

devoted to perform their duties as member of the board and each

board committee in 2025, in line with the analysis of directors'

time availability carried out during their annual suitability

assessment. It includes the time estimated for preparing and

attending the board and committees' ordinary and extraordinary

meetings, as well as for preparing the approval of resolutions

without a meeting being held. Dedication is higher for each chair

given their additional functions. Likewise, the time devoted to the

board member role includes participation in the annual training

and development programme for directors, meetings with the Lead

Independent Director, and time allocated to other activities that

enable greater interaction between directors. This estimate has

been prepared in line with the applicable principles of good

governance, on the understanding that the time each director

individually devotes to the performance of their duties, to being

informed, and to understanding the Group’s business and its

development may vary. For the purposes of this table, travelling

time has not been considered as it varies for each director and the

table does not show individual data:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Time dedication to perform the duties of a board and board  committee member in 2025 | | |
|  | Days per year  and memberA | Days per year  and chair A |
| Board | 27.9 | 49.8 |
| Executive committee | 17.6 | 35.3 |
| Audit committee | 18.8 | 37.5 |
| Nomination committee | 5.0 | 10.0 |
| Remuneration committee | 4.5 | 9.0 |
| Risk supervision, regulation and  compliance committee | 17.5 | 35.0 |
| Responsible banking, sustainability  and culture committee | 2.8 | 5.6 |
| Innovation and technology  committee | 2.0 | 4.0 |

A. Number of days calculated considering 8-hour working days.

Directors must report to the nomination committee any

professional activity or role that they are proposed to perform

outside the Group so that the committee can check that they can

dedicate enough time to the Group and that the professional

activity or role does not pose conflicts of interest.

The annual suitability reassessment our nomination committee

conducts (see section [4.6 'Nomination committee activities in](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538)

[2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538)) enables us to update information on the estimated time

directors dedicate to roles or professional activities outside the

Group and demonstrates their ability to exercise good governance.

This makes sure the number of board roles that our directors have

at once is within the legal limit (i.e. no more than one executive

and two non-executive roles, or four non-executive roles; roles in

the same group are considered a single role and roles in not-for-

profit or non-commercial organizations -such as, among others,

organizations for the sole purpose of managing private economic

interests- are not included).

#### Director training and development programmes

The board has an annual training and development programme to

help directors continue to develop skills and increase their

understanding of the Group and industry, taking into account their

experience and expertise. The board selects contents every year

based on feedback from its members and supervisory and

regulatory requirements, among others.

Programme workshops are delivered collectively to all board

members and in 2025 covered these topics:

• model risk;

• cybersecurity and resilience;

• sustainability;

• agile methodology and new ways of working;

• cryptoassets;

• financial crime and anti-money laundering; and

• data and AI.

Directors can also request one to one and ad-hoc training on

specific topics tailored to their own needs, if deemed helpful. The

objective is to enable directors to deep dive into specific areas in

order to ensure that their knowledge is optimal and up to date.

The board has robust induction programmes so new directors can

deeply understand the industry and Grupo Santander’s business

model and structure, risk profile and governance arrangements,

taking into account their existing skills, competencies and

knowledge. They are completed within six months after taking up

their position as new directors and include document reviews,

tailored meetings, site visits and training sessions with senior

managers of the Group, as appropriate. In addition, every board

member receives a directors' manual. It is a support guide that

provides both new and existing directors with a complete reference

of information relevant to their role.

Banco Santander shares its training, induction and development

methodology with its main subsidiaries to promote best practices

and drive consistency of approach across our footprint. Specifically,

in 2025 we scheduled training sessions for subsidiary directors

covering cybersecurity, transformation, artificial intelligence and

our shareholder value creation strategy.

#### Board effectiveness review in 2025

The board undergoes a yearly assessment of its performance and

effectiveness, composition, quality of its work, and individual

performance of its members. The review includes its committees.

Every three years, it is conducted by an external consultant, whose

independence is verified by the nomination committee.

#### Methodology and scope of the review

In 2025, the review was conducted internally. Its scope included

the structure of the board, its organization and functioning,

dynamics and internal culture and the functioning and

effectiveness of its committees. In addition, it covered the

individual performance of the Executive Chair, Chief Executive

Officer, Lead Independent Director and General Secretary. The

Annual report 2025296

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

review also facilitated the opportunity for performance feedback

on the remaining individual directors.

The Executive Chair and the nomination committee Chair led the

review, with the involvement of the Lead Independent Director. It

followed the methodology and structure of previous internal

reviews, based on a confidential questionnaire that all board

members completed in full. Moreover, the review also took into

account the feedback received from senior executives on the

overall value they get from the board as a whole and reflections

received as part of additional interactions throughout 2025

(including non-executive director sessions and assessment

questionnaires for board training and development programmes,

among others).

#### Findings and action plan

The nomination committee and board of directors discussed the

results of the 2025 review in December 2025, with a consensus

view that the board and its committees continue to operate

effectively. In particular, the results revealed the following:

• The board remains appropriately composed, with a depth and

variety of skills, as well as high degree of independence and

diversity.

• The Executive Chair model continues to work effectively and

there remains clarity and universal understanding of the division

of responsibilities between the Executive Chair and the CEO. The

checks and balances in place are considered highly effective.

• There is a strong and healthy internal board culture, where

dynamics encourage open and transparent discussions, critical

thinking, constructive challenge to senior management and

sound decision making.

• The board organisation and functioning continue to be rated

well, acknowledging the positive impact of the simplification

measures implemented throughout 2025 to optimize directors’

time. In addition, the board members believe that the agendas

focus on the right priorities and that the quality of reporting and

information flows supports robust and timely decision-making.

• The Executive Chair, Chief Executive Officer, Lead Independent

Director and General Secretary performed positively and

effectively, with the expected competence. The remaining

directors contributed effectively to the correct discharge of the

board's duties.

• Committee size and overall composition, including skills and

diversity, are considered appropriate, and committee Chairs lead

effectively. In addition, there is a consensus view that associated

coordination mechanisms are working effectively.

• The executive team considers that the board provides the right

balance of challenge and support to management.

As a result of the review, the nomination committee and board of

directors discussed potential areas for improvement and both

endorsed an associated action plan in December 2025. Each

committee has been engaged on specific actions applicable to their

remit to ensure effective and efficient operation, as appropriate.

The key action plan highlights can be summarised as follows:

• Board composition: As part of any future board refreshment, a

continued focus will be placed on maintaining an appropriate

international diversity, in recognition of our geographical

footprint; this specific action was completed in February 2026

following the proposal of submitting Deborah Vieitas’

appointment to the 2026 AGM (subject to regulatory approval).

• Organization and functioning: We will keep board and

committee meeting frequency under continuous review to

ensure directors’ time is used in an optimal manner. In addition,

the quality of reporting, papers and associated information flows

to the board and its committees will be kept under continuous

review, with a key focus on overall quality and length.

• Committee coordination: We will continue to monitor linkages

between committees and with the board as a whole, with a key

focus on the interplay between the risk supervision, regulation

and compliance committee and the innovation and technology

committee on the oversight of technological and cyber risks,

among others.

• Committees: We will continue to take a proactive approach to

committee composition to ensure optimal performance,

effectiveness and efficient distribution of work among board

members, among other factors.

The resulting actions and associated outcomes of the review have

supported our continued priority focus on effective governance.

Annual report 2025297

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 4.4 Executive committee activities in

2025

|  |
| --- |
|  |
| COMPOSITION |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Position | | Category | Appointed on |
| Chair | Ana Botín | Executive | 11/12/1989A |
| Members | José Antonio Álvarez | Other external | 13/01/2015 |
| Héctor Grisi | Executive | 01/01/2023 |
| Luis Isasi | Other external | 20/05/2020 |
| Belén Romana | Independent | 01/07/2018 |
| Secretary | Jaime Pérez Renovales | |  |

A. Committee Chair since 10 September 2014.

#### Functions

The executive committee is a key governance body in Banco

Santander and the Group. The board delegated to it all its powers

except those that cannot be delegated by law or under the Bylaws

or the Rules and regulations of the board. Its meeting frequency

and the nature of its decisions enable the board to focus on

oversight and control. It also reports regularly to the board on its

core matters and decisions, and provides all directors with the

minutes and documents from its meetings.

#### Committee performance

The board, supported by its nomination committee, determines the

committee's size and composition to ensure its effectiveness. As

well as the board, the committee has an external director majority,

including an independent director, ensuring a balance of opinions.

Its secretary is the secretary of the board.

The committee's meeting frequency of every two weeks ensures

the discharge of its duties, though it can meet as many times as

required by the Chair.

#### Main activities in 2025

In 2025, the committee addressed a breadth of matters relating to

the business of the Group and its main subsidiaries, risk

management, corporate transactions and other proposals that

were subsequently submitted to the board, which can be

summarized as follows:

• Group results: Reviewed the Group's quarterly results and

investors and analysts' reaction to them.

• Report by the Executive Chair: The Executive Chair regularly

reported on the Group's management, strategy and institutional

matters.

• Report by the CEO: The CEO regularly reported on the Group's

performance and related budget and the execution of financial

plans for all the global businesses that report to him and the

main subsidiaries.

• Corporate transactions: Analysed and approved, where

appropriate, corporate transactions on investments and

divestments, joint ventures, operations that entailed structural

changes, as well as capital transactions.

• Shareholder remuneration: Within the framework of the

remuneration policy in force, reviewed the proposed shareholder

remuneration in relation to the 2025 results and excess capital,

including the payment of cash dividends, and passed the

necessary resolutions to obtain the required regulatory

authorization and to execute, by delegation of the board of

directors, share capital reductions in the context of the share

buyback programmes.

• Risk and compliance: Received regular holistic risk and

compliance reports. The committee also authorized or declined

material transactions in line with the risk governance model.

• Global businesses and subsidiaries: Received regular updates on

global businesses, subsidiaries and other business lines'

performance against agreed plans, and with the fulfillment of

the targets announced at the 2023 Investor Day.

• Capital and liquidity:  Received regular reports on capital ratios

and optimization measures, pricing (originations) and portfolio

profitability. By virtue of the board's delegation and within

capital and funding plans, the committee agreed non-convertible

debt issuances and securitizations.

• Supervisors and regulatory matters: Received regular

information about the regulators' activity and supervisors'

agenda for the year, including their associated exercises and

recommendations.

• Governance:  Assessed the suitability of certain key appointments

within the Group, in accordance with the internal appointments

and suitability assessment procedure. The committee approved

specific internal regulation under its remit, including the

operating model to integrate AI across the organization.

Furthermore, the committee was informed of the

implementation of the action plans resulting from the

effectiveness assessment of the executive first level committees.

In 2025, the committee held 23 meetings. In addition, resolutions

in writing were adopted on one occasion without a session being

held. See ['Attendance to board and committee meetings and](#ifb2b99624daa4646a71a5fe829ff7983_26395)

[dedication to the performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_26395) in section 4.3 for

members’ meeting attendance and the time spent on meeting

preparation and attendance.

#### 2026 priorities

The committee set the following priorities for 2026:

• Monitor the performance and the execution of the strategic plans

of the Group's global businesses and subsidiaries, including

progress in the agile approach in the way we work to becoming a

more efficient and customer-based organization, supported by

multidisciplinary teams across the Group.

• Monitor the progress made on certain strategic projects recently

announced, such as the acquisition and subsequent integration of

both TSB and Webster into Santander UK and Santander US,

respectively, and the merger of Openbank and Santander

Consumer Finance.

• Continue to assess additional corporate transactions relating to

investments and divestments, joint ventures, corporate

restructurings and capital transactions.

• Oversee the execution and achievement of specific public targets

and, in particular, those announced at the 2026 Investor Day.

• Continue to facilitate efficient decision making, supporting the

board and enabling it to focus on general oversight and strategy

matters.

• Continue to ensure the committee’s effectiveness and efficient

coordination with the board, its committees and the executive

first level committees.

Annual report 2025298

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 4.5 Audit committee activities in

2025

|  |
| --- |
|  |
|  |

|  |  |
| --- | --- |
|  |  |
| 4GermanDeLaFuente2024.jpg | Germán de la Fuente  Chair of the audit committee |
|  |

"In 2025, the committee held rigorous and independent discussions,

combining demanding oversight with open and constructive dialogue

with senior management. I would like to sincerely thank all committee

members for their dedication, commitment, and valuable

contributions throughout the year and especially to Homaira Akbari,

who will leave the board and the committee after the 2026 AGM.

Likewise, I would like to thank the Group’s teams for their

professionalism, transparency and ongoing collaboration with the

committee.

This activity report summarises the actions undertaken during the

year, in which we have remained focused on the effective oversight of

the preparation processes for financial and non-financial information,

their integrity and quality, including the associated independent

verification conducted. In particular, we have intensified our focus to

improve data quality, process traceability and the robustness of the

reporting perimeter, as the base for reliable information. As part of

that, we have consistently maintained a professional and open

relationship with the external auditor, ratifying our proposal to submit

their re-election to the next AGM, following completion of the public

tender conducted last year.

Likewise, the committee has overseen the execution of the internal

audit plan, with a particular focus on key areas such as credit risk,

cybersecurity, and financial crime compliance, among others, ensuring

that internal audit analysis adequately addressed both current and

emerging risks, and that the appropriate internal controls were in

place to manage those risks. To this end, it has remained essential to

continue to ensure the independence, effectiveness, and adequate

resourcing of the internal audit function, which is continuously

evolving to support the execution of the transformation agenda

around the five global businesses, as well as to integrate new ways of

working and technologies that drive greater efficiency, enable deeper

analysis and help anticipate emerging risks.

As in previous years, we have shared our areas of focus and insights

with the chairs of the audit committees of our main subsidiaries,

allowing us to leverage our group-wide collective experience and

continue strengthening coordination within the Group.

In 2026, we will continue to oversee the effectiveness of the control

environment across global businesses and subsidiaries, with particular

attention to the deployment of global platforms and the agile

approach in the way we work, in coordination with the risk

supervision, regulation and compliance committee. We will also

monitor the execution of the internal audit plan and the evolution of

the technical capabilities of its team in response to an increasingly

digital environment. We will remain focused on regulatory

developments within the committee’s remit, working to ensure that it

continues to discharge its role in the most effective manner”.

![FirmaGermandelaFuente.gif]()

|  |
| --- |
|  |
| COMPOSITION |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Position | | Category | Appointed on |
| Chair | Germán de la Fuente | Independent | 21/04/2022A |
| Members | Homaira Akbari | Independent | 26/06/2017 |
| Henrique de Castro | Independent | 21/10/2019 |
| Belén Romana | Independent | 22/12/2015 |
| Pamela Walkden | Independent | 29/10/2019 |
| Secretary | Jaime Pérez Renovales | |  |

A. Committee Chair since 23 March 2024.

The board appointed the committee's members based on their

expertise, skills and experience in the matters within the

committee's scope. For more details, see section [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508)

and  ['Board skills and diversity matrix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_520) in section 4.2.

According to SEC Regulation S-K, committee Chair Germán de la

Fuente is considered a financial expert based on his credentials,

extensive experience in accounts auditing and strong expertise in

accounting and internal and risk control, as well as in the banking

industry.

|  |
| --- |
|  |
| TIME ALLOCATION |

In 2025, the committee held 15 meetings, including one joint

session with the nomination committee and four joint sessions

with the risk supervision, regulation and compliance committee.

See ['Attendance to board and committee meetings and dedication](#ifb2b99624daa4646a71a5fe829ff7983_26395)

[to the performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_26395) in section 4.3 for members'

attendance and the time spent on meeting preparation and

attendance.

The chart below shows the committee's approximate time

allocation to its activity areas in 2025:

![1005]()

Annual report 2025299

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Duties and activities in 2025

This section summarizes the audit committee's activities in 2025.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Duties |  | Actions undertaken | | | |
| Financial and non-financial information | | | | | |
| Review of financial  statements and other  financial information |  | • Reviewed the individual and consolidated annual financial statements and directors' report for 2025, as  well as consolidated half-yearly financial report, and submitted them to the board for approval, including  the proposed payment of the interim dividend and the supplementary dividend. Monitored compliance with  legal requirements and accounting principles and ensured that the external auditor issued a report on the  effectiveness of the Group’s system of internal control over financial reporting.  • Reviewed quarterly financial information prior to board approval and subsequent release to the market and  supervisory bodies.  • Reviewed supplementary financial information to the annual report, in particular the Universal Registration  Document filed with the CNMV and Form 20-F and Form 6-K filed with the SEC.  • Verified, on a quarterly basis, the consistency of the financial information published on our website and the  information required to be published on the CNMV’s website, ensuring that it was up to date and consistent  with the information approved by the board. | | | |
| Review of non-financial  information |  | • Oversaw and assessed the preparation and reporting of non-financial information, including sustainability  information, in coordination with the responsible banking, sustainability and culture committee, and  informed the board accordingly. In particular, reviewed the 2025 Sustainability Statement prepared under  the Corporate Sustainability Reporting Directive (CSRD) and the 2024 Green Bond Report prior to board  approval, assessing the integrity of the information disclosed and the associated external auditor's review.  • Received regular updates from the Group Chief Accounting Officer (CAO) and the Head of Sustainability on  progress with sustainability reporting within the Group. As part of this, it received information on European  legislative initiatives aimed at simplifying reporting requirements, as well as advances in embedding  impacts, risks and opportunities (IRO) in the Group's management and governance, in coordination with the  responsible banking, sustainability and culture committee.  • Endorsed the 2025 Pillar 3 disclosures report and submitted it to the board for approval, with a reinforced  level of independent verification conducted by the external auditor. | | | |
| Information on applied tax  policies |  | • Received information from the Head of tax on applied tax policies based on Spain's Code of Good Tax  Practices, prior to their submission to the board for approval, as well as on the annual review of the tax  strategy and the tax policy.  • Received information on the filing of the 2024 Tax transparency report to Spain's tax authority (Agencia  Estatal de Administración Tributaria ). | | | |
| Relations with the external auditor | | | | | |
| Information on the  external audit plan |  | • Received updates on the planning, progress and execution of the audit plan, including the work conducted  in connection with the non-financial information.  • Received information on the impact of legal and regulatory developments in connection with financial and  non-financial information, as well as their relevance regarding timelines and assurance scope of the  external auditor's verification.  • Obtained the external auditor's confirmation of its full access to all information necessary to conduct the  audit.  • Analysed the audit reports for the annual financial statements before the external auditor submitted them  to the board. It also received the external auditor's additional report explaining the results of the audit  conducted, in accordance with the applicable regulation. | | | |
| Interaction with the  external auditor |  | • Invited the lead audit partner, who met regularly with the committee Chair, to all committee meetings held  in 2025, which facilitated effective communication between the external auditor and the board. In addition,  the committee met him twice without executives present to ensure fluent and transparent communication  and the independent performance of its function. | | | |
| Assessment of the  external auditor’s  performance |  | • Conducted the final review of the external auditor's performance and how it has contributed to the integrity  of the financial information, based, among other parameters, on: its knowledge of the business, the quality  and efficiency of its services and sufficiency of resources (including the composition and level of seniority of  the team involved); the frequency and quality of its communications; its independence; transparency  reports and quality controls; and the opinions of the audit committee Chairs and the controllers of the main  subsidiaries or relevant subgroups within the Group.  • Received the 2025 PricewaterhouseCoopers Auditores, S.L. (PwC) Transparency report from the lead audit  partner, who also informed the committee about the outcomes of regular quality controls initiated by  supervisors and other relevant investigations. | | | |

Annual report 2025300

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Duties |  | Actions undertaken | | | |
| External auditor independence | | | | | |
| PwC’s remuneration for  audit and non-audit  services |  | • Monitored PwC’s remuneration, including the following fees for audit and non-audit services provided to  the Group: | | | |
|  |  | EUR million | | | |
|  |  |  | 2025 | 2024 | 2023 |
|  |  | Audit | 118.5 | 122.3 | 117.5 |
|  |  | Audit-related services | 15.0 | 13.6 | 8.6 |
|  |  | Tax advisory services | 0.1 | 0.9 | 1.6 |
|  |  | Other services | 7.1 | 7.4 | 5.9 |
|  |  | Total | 140.7 | 144.2 | 133.6 |
|  |  |  | | | |
|  |  | The audit and main non-audit services included for each item in the above breakdown are detailed as  follows:  • Audit services: audit of the individual and consolidated financial statements of Banco Santander and its  subsidiaries (of which PwC or another network firm is the external auditor); audit of the interim  consolidated financial statements of Banco Santander; integrated audits prepared in order to file Form  20-F with the SEC and the internal control audits (SOx) for required Grupo Santander's entities; limited  reviews of financial statements; and regulatory reports required from the external auditors.  • Audit-related services: issuance of comfort letters, verification services of financial and non-financial  information (as required by regulators) and other reviews of documentation to be submitted to domestic  or foreign authorities that, due to their nature, the external auditor typically provides.  • Tax services: tax compliance and advisory services provided to Group companies mainly outside Spain,  which have no direct effect on the audited financial statements and are permitted in accordance with the  applicable independence regulations.  • Other services: agreed-upon procedure reports, assurance reports and special reports performed under  the accepted profession's standards; as well as other reports required by the regulators.  The 'Audit' heading includes the fees for the year's audit, regardless of the date the audit was completed.  Any subsequent adjustments, which are not significant, are shown in note  [47.b)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1210)  in the 'Notes to the  consolidated financial statements' for each year for comparison purposes. The fees corresponding to the  rest of the services are shown by reference to when the audit committee approved them.  Additionally, the firm BDO has performed audit and audit-related services totalling EUR 1.9 million.  • Verified that the ratio of PwC's fees paid for all services for Banco Santander and the Group to the annual  revenue of PwC in Spain and worldwide did not exceed the 15% limit for three consecutive years. In 2025  the ratio stood at 0.28%.  • Verified every quarter, according to Regulation (EU) No 537/2014 of the European Parliament and of the  Council, that the total fees approved in 2025 for non-audit services provided by PwC(including for ‘Audit-  related services’, ‘Tax services’ and ‘Other services’, and excluding services that the external auditor is  required to perform under domestic or EU laws) were significantly less than 70% of the average of total  fees paid specifically to PwC in the past three consecutive years for the ‘Audit’ of Banco Santander and its  subsidiaries in Spain (not including fees for reviews with more limited assurance than required for accounts  auditing, which are included as non-audit services). In 2025, the ratio stood at 25.46%; and it would have  been 15.18% if fees approved for PwC and other firms in its network for services provided to Grupo  Santander in and outside Spain were included.  See subsection C.1.32 of section [9.1 'Reconciliation with the CNMV’s corporate governance report model'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_622)  for the reconciled amounts of the above mentioned fees listed, with the numerator and denominator values  of each ratio found in section C.1.32 of section [9.2 'Statistical information on corporate governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625).  • In 2025, the Group contracted for services by audit firms other than PwC in the amount of EUR 155.9  million (EUR 206.2 and 174.1 million in 2024 and 2023, respectively). | | | |
| Non-audit services |  | • Approved, on a monthly basis, all non-audit services rendered by the Group's external auditor, verifying  that all of them met the independence requirements under Spanish and European regulation and SEC and  Public Company Accounting Oversight Board (PCAOB) rules, as well as complying with our internal Policy  on the approval of services other than audits provided by the external auditor. | | | |
| Personal and financial  relations |  | • Received written confirmation from PwC that the designated audit team, PwC as the auditor firm, everyone  else that forms part of PwC or of other firms in its network, including all applicable extended relations to  them complied with the requirements on external auditor independence, analysing possible threats and  taking appropriate safeguarding measures in line with their internal policies and procedures.  • Received information about the results of the internal review (carried out every six months and according to  our internal regulation) on possible financial ties between Grupo Santander and PwC and its related parties,  which concluded that no existing ties compromised the independence of PwC as external auditor. | | | |

Annual report 2025301

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Duties |  | Actions undertaken | | | |
| External auditor  independence report |  | • Verified the external auditor's independence prior to the issuance of the 2025 auditor’s report on the  financial statements, considering:  • the remuneration it has received for audit and non-audit services;  • the nature of all non-audit services rendered by the external auditor; and  • the personal circumstances and financial dealings that the external auditor or persons performing the  audit may have with the Group.  • Received written confirmation from PwC of its independence from Grupo Santander in accordance with  applicable European and Spanish law and the SEC and the PCAOB rules.  • Concluded that, in its opinion, it had no objective reason to question the external auditor's independence  and issued this annual report on its independence. | | | |
| External auditor mandate | | | | | |
| Re-election of the auditor |  | • Confirmed the recommendation made to the board in 2024 in view of the public tender conducted to select  the external auditor following PwC's ten-year mandate, proposing to the board — for approval and  subsequent submission to the 2026 AGM — the re-election of PwC as external auditor of Banco Santander  and its consolidated group for financial year 2026.  • Confirmed that from 2026, and in accordance with applicable regulations, the new lead audit partner is  Alexander García, replacing Julián González after five years in the role. Alexander García has more than 20  years of experience auditing international financial groups. | | | |
| Appointment of the  verifier of the  sustainability information |  | • Recommended to the board the appointment of the external auditor as the independent verifier of 2026  sustainability information of Banco Santander and its consolidated group, subject to the implementation of  the CSRD in Spain, and proposed its submission for approval to the 2026 AGM. | | | |
| Internal audit | | | | | |
| Monitoring of internal  audit activities |  | • Reviewed the annual internal audit plan for 2025 and submitted it to the board for approval, ensuring that  it covered the Group's material risks, with a key focus on credit risk, third party risk management, model  risk and financial crime compliance, among others.  • Received information from each subsidiary Chief Audit Executive (CAE) at least once in 2025.  • Received regular information on internal audit activities carried out in 2025, monitoring progress in the  internal audit plan and overseeing ratings and recommendations of global businesses, units and corporate  functions, and further promoting a continued focus on maintaining a robust control environment.  • Continued promoting the first line’s further involvement in internal audit recommendations and ensured  that senior management and the board took into account the conclusions and recommendations of internal  audit reports.  • Received holistic reviews of internal audit coverage of cybersecurity, technological risks, vendor  management risk, financial crime, strategic risk, sustainability, model risk, credit risk, capital and solvency,  structural and liquidity risks and operational risk, among other topics, to ensure proper oversight, with first  and second line of defence representatives invited to provide additional perspectives, as appropriate. | | | |
| Oversight of the internal  audit function |  | • Supervised the internal audit function and ensured its independence and effectiveness in 2025.  • Assessed the preparedness and effectiveness of the internal audit function to fulfil its duties after being  informed of the organisational changes within the internal audit function to ensure that the function was  well structured to deliver its objectives in the context of the transformation agenda and the consolidation of  all our activities under five global businesses.  • Reviewed the external quality assessment performed by the Institute of Internal Auditors in Spain in certain  units to continue ensuring the effectiveness of the function and its alignment with best practice and Global  Internal Audit Standards.  • Reviewed and approved the internal audit function strategic plan for 2025-2026.  • Endorsed the 2025 internal audit function budget, ensuring that the function had the appropriate resources  and skill sets needed to discharge its duties effectively.  • Received information on the digital initiatives launched, including upskilling and development activities  regarding AI, as well as the internal audit hubs created to continue improving the efficiency of the  functions' work.  • Invited the Group CAE to committee meetings and held two private sessions with her but without other  executives or the external auditor present. The committee also invited additional internal audit officers to  meetings throughout 2025, when required.  • Reviewed and endorsed the CAE's 2025 objectives for onward submission to the board for approval, and  assessed her performance against those objectives and reported the results to the remuneration  committee and to the board to set her variable remuneration.  • Participated in the election and appointment and verified the suitability of the subsidiary CAEs in  coordination with the Group nomination committee. | | | |
| Internal control systems | | | | | |
| Monitoring the  effectiveness of Internal  control systems |  | • Received information on the Group's Internal control systems (ICS), including those associated with non-  financial information preparation and reporting, and monitored related action plans.  • Received information on the results of the assessment and certification of the Internal Control Model for  2024 and assessed its effectiveness in compliance with the CNMV's and the SEC's (SOx) regulations. | | | |

Annual report 2025302

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Duties |  | Actions undertaken | | | |
| Governance | | | | | |
| Coordination with the risk  supervision, regulation  and compliance committee |  | • Reviewed the risk, compliance and internal audit aspects of the global businesses and subsidiaries, with  first line of defence representatives present.  • Received information on the Group's whistleblowing channel ( Canal Abierto), with a special focus on  matters within the committee's remit to ensure employees and other persons related to the Group to speak  up, be heard and report irregular practices without fear of reprisal. Reported favourably to the board on the  update of internal regulation regarding Canal Abierto, with a key focus on ensuring its alignment with the  CNMV Technical Guide 1/2024 on Audit Committees.  • Discussed additional topics of mutual interest, such as risk culture and the internal control environment,  including measures implemented in connection with the adoption of an agile approach in the way we work,  and received an update on internal audit matters of the risk and compliance functions.  • Received regular updates on the main legal and tax contingencies, associated provisions and applicable  public information.  • Invited the  Chief Risk Officer (CRO) to all 2025 committee meetings.  • The Chairs of the audit committee and of the risk supervision, regulation and compliance committee  remained in constant communication, ensuring full coordination and collaboration among their respective  committees. | | | |
| CAO appointment |  | • Participated in the CAO selection process, led by the nomination committee, resulting in the proposal to  appoint Manuel Preto for that position, which the board subsequently approved. | | | |
| Coordination with  subsidiaries |  | • Held several remote meetings with the subsidiary audit committee chairs and invited them to committee  meetings throughout the year. For more details, see  ['Group and subsidiary committee relations'](#i237f227ae7a34b0682349a921db2c4fd_45393) in section  7.2.  • Received reports from Santander España's joint audit and risk committee on the main items covered at the  meetings held throughout the year. | | | |
| Related-party and corporate transactions | | | | | |
| Corporate transactions |  | • Reviewed, in coordination with the risk supervision, regulation and compliance committee, the proposed  merger of Openbank and Santander Consumer Finance. | | | |
| Creation or acquisition of  special-purpose vehicles  and entities based in  countries considered non-  cooperative jurisdictions |  | • Received information on the activities of the Group’s offshore entities from the Head of tax, and provided  this information to the board. See note  [3.c)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1003)  in the 'Notes to the consolidated financial statements'.  • Reported favourably to the board, for its approval, on proposals to create or acquire interests in entities  domiciled in non-cooperative jurisdictions or in special purpose entities and received the special purpose  entities annual update. | | | |
| Authorization and  oversight of related-party  transactions |  | • Reviewed the details and balances of the related-party transactions reported in the annual and half-yearly  financial statements. Checked that those transactions were carried out under market conditions.  • Supervised and reported to the board on a bi-annual basis that the related-party transactions, including  those authorized with delegated board powers, complied with the law, the Rules and regulations of the  board and/or the conditions set by board resolution; and verified alignment with the internal reporting and  monitoring procedure and that those transactions met the fairness and transparency requirements  established in the aforementioned rules and were fair and reasonable.  • Issued the Related-party transactions report. For more, details see section [4.12 'Related-party transactions](#i6ecb2a0d58d04b53bfadfa2a833efaa7_556)  [and other conflicts of interest'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_556) . | | | |
| Information for general meetings and corporate documents | | | | | |
| Shareholder information |  | • Was represented at the 2025 AGM by the committee Chair, who reported on the committee's activities  in 2024. | | | |
| Corporate documents for  2025 |  | • Prepared this activities report on 19 February 2026, which includes a performance review of the  committee's functions and activities carried out, and key priorities identified for 2026. The board of  directors approved it on 24 February 2026. | | | |

Annual report 2025303

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 2026 priorities

The committee set these priorities for 2026:

• Continue to oversee the integrity and quality of the Group’s

financial and non-financial information. Likewise, maintain a

robust and open relationship with the external auditor, reviewing

its audit plan, independence, execution quality, key judgements,

and significant areas of its audit.

• Continue to supervise the effectiveness of the control

environment in the Group's global business and units, with a

special focus on the implementation of global platforms and the

agile approach in the way we work, in coordination with the risk

supervision, regulation and compliance committee.

• Supervise the internal audit plan execution throughout the

Group, with a special focus on fundamental risks, such as credit

risk, cybersecurity, financial crime prevention, third party risk

management, operational resilience and risk derived from

emerging technologies such as generative AI.

• Remain focused on the independence and effectiveness of the

internal audit function, ensuring its preparedness to fulfil its

duties, including the required resources, skills and expertise of its

people, especially in the area of new technologies.

• Reinforce oversight of the closure of significant observations,

when applicable, from internal audit, the external auditor,

supervisors and control functions, ensuring effective and

sustainable remediations.

• Monitor legislative initiatives within the committee’s remit, with

special attention to internal controls related to sustainability

reporting and the level of preparedness for its external

assurance, in coordination with the responsible banking,

sustainability and culture committee.

• Hold a subsidiary audit committee Chairs' convention in 2026 to

further enhance communication and collaboration across the

Group.

• Remain focused on discharging its role in the most tangible and

effective manner.

Annual report 2025304

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 4.6 Nomination committee activities in

2025

|  |
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| --- | --- |
|  |  |
| 11BelénRomana2024.jpg | Belén Romana  Chair of the nomination committee |
|  |

"In 2025, the committee continued to oversee that both the board of

directors and the senior management team were suitable to deliver

the agreed strategic objectives and to execute the Group’s

transformation agenda. With this objective, we carried out a detailed

review of the board composition and associated succession planning

considerations, ensuring that its collective skills and experience

continued to contribute effectively to the Group’s success.

As committed under the action plan derived from the 2025 board

effectiveness review evaluation, we have continued to work on the

appropriate refreshment of the board, taking into account relevant

factors such as our strategic direction, our presence in key markets

and associated global scale. As a result, we will shortly welcome

Deborah Vieitas, Chair of the board of Santander Brasil, who brings

extensive professional experience in the financial sector and Brazilian

market knowledge to the board.

Senior management succession planning has also been a priority

throughout 2025, ensuring that the Group has the appropriate depth

talent to address future business challenges and that succession plans

remain effective. We remain firmly committed to the development of

internal talent and to ensuring that our leaders are fully aligned with

the corporate culture. As part of the board’s visit to the US in 2025, we

held a dedicated session with high-potential executives to assess the

quality of our internal talent pipeline. With regard to the

appointments announced during the year, and in line with its oversight

responsibilities, the committee recommended new senior

management appointments, including the global heads of Digital

Consumer Bank and of data & artificial intelligence, as well as the new

Chief Risk Officer\*, among others.

In line with our commitment to best governance practices, the

committee continued to oversee the effectiveness of the board and its

committees, as well as the proper implementation of the action plan

arising from the board evaluation. The evaluation carried out in 2025

confirmed the overall satisfaction of directors with the effectiveness

of the board’s functioning, which benefits from a strong culture that

fosters open and constructive debate.

We firmly believe that robust governance and proactive talent

management are essential elements of the Group’s success. Looking

ahead, the committee will continue to work to ensure that the board

and the senior management team are well prepared to address

strategic challenges, drawing on our strong corporate culture to

attract, develop and retain the best people to lead the Group’s

progress".

![FirmaBelenRomana.gif]()

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| COMPOSITION |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Position | | Category | Appointed on |
| Chair | Belén Romana | Independent | 01/01/2024A |
| Members | Carlos Barrabés | Independent | 27/07/2024 |
| Sol Daurella | Independent | 23/02/2015 |
| Gina Díez Barroso | Independent | 22/12/2021 |
| Glenn Hutchins | Independent | 20/12/2022 |
| Secretary | Jaime Pérez Renovales | |  |

A. Committee Chair since 23 March 2024.

The board appointed the committee's members based on their

expertise, skills and experience in the matters within the

committee's scope. For more details, see section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508)

and['Board skills and diversity matrix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_520) in section 4.2.

|  |
| --- |
|  |
| TIME ALLOCATION |

In 2025, the committee held nine meetings, including one joint

session with the audit committee. In addition, resolutions in

writing were adopted on two occasions without a session being

held. See ['Attendance to board and committee meetings and](#ifb2b99624daa4646a71a5fe829ff7983_26395)

[dedication to the performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_26395) in section 4.3 for

members' attendance and the time spent on meeting preparation

and attendance.

The chart below shows the committee’s approximate time

allocation to its activity areas in 2025:

![752]()

Annual report 2025305

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Duties and activities in 2025

This section summarizes the nomination committee's activities in 2025.

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| Duties |  | Actions taken |
| Board and committee composition | | |
| Selection and succession of  the board and its  committees |  | • Ensured that board member selection procedures guaranteed directors’ individual and collective suitability  and fostered diversity in its broadest sense; and analysed the required expertise, skills and time  commitment for effective board membership.  • Continued to oversee, together with the Executive Chair, succession planning activities for the board.  • Continued monitoring and assessing the board and its committees' overall skills and competencies,  therefore ensuring that their collective composition remained appropriate to oversee and lead the strategic  direction of the Group and to perform their duties successfully. |
| Appointment and re-  election of directors |  | • Considered areas of expertise and experience required to complement the board by reference to the board  skills and diversity matrix as well as the annual board effectiveness review in order to target appropriate  searches and recruitment.  • Ensured that any proposed appointment had been drawn from a depth of candidate pool that recognized  diversity in its broadest sense, therefore ensuring the best possible outcomes.  • Proposed the appointment of Deborah Vieitas as independent director to be approved by shareholders at  the 2026 AGM, subject to the relevant regulatory authorization.  • Proposed director reelections that will be submitted to shareholder approval at the 2026 AGM, taking into  account our policy on the selection, succession and suitability assessment of directors, as well as the  outcome of directors' annual suitability assessments. |
| Annual verification of  directors' status |  | • Verified each director category (i.e. executive, independent and other external) and submitted a proposal to  the board for it to be confirmed or reviewed in the annual corporate governance report and at the 2026  AGM. For more details, see section  [4.2 'Board composition'](#i54aff41f6ba94eecbadbaed58547f245_2705).  • Assessed directors’ independence, verifying (among other factors) that there were no significant business  ties between the Group and companies in which they are, or have been, significant shareholders, directors  or senior managers, in particular regarding financing extended by the Group to such companies. In all  cases, the committee concluded that existing ties were not significant because (i) financing (a) did not  constitute economic dependency for such companies because other sources of funding were available, and  (b) was consistent with the Group’s share of the relevant market; and because (ii) business ties did not  reach comparable materiality thresholds used in other jurisdictions as benchmarks (e.g. New York Stock  Exchange (NYSE), Nasdaq and Canada’s Bank Act), among other reasons. |
| Director training and  development programmes |  | • Assessed the effectiveness of director training and development programmes, guaranteeing that they were  designed according to their circumstances and needs, and identified areas for improvement and additional  training topics for 2026.  • Analysed the effectiveness of the subsidiary director training programme to keep them updated on  relevant Group matters and endorsed the proposed training topics for 2026. |
| International advisory  board |  | • Assessed the composition of the international advisory board in order to ensure it had the right skills and  experience to perform its duties successfully.  • Recommended the nomination of José Fernández da Ponte as member of the international advisory board  and was kept apprised of the resignations submitted by Andreas Dombret and Lawrence Summers. See  section [4.11 'International advisory board’](#i6ecb2a0d58d04b53bfadfa2a833efaa7_553). |
| Senior management and talent | | |
| Appointments |  | • Recommended specific appointments, which were later agreed by the board, verifying their suitability for  the role being proposed. In particular, the selection of the CAO and the CRO was conducted in coordination  with the audit and the risk supervision, regulation and compliance committees, respectively. For more  details, see section [5. 'Senior management team'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_559).  • Assessed senior management attrition rates, talent retention and associated risks in coordination with the  risk supervision, regulation and compliance committee, and made related recommendations. |
| Succession planning |  | • Oversaw the discipline applied to executive directors and senior management succession planning, which  also included key positions both at Group and subsidiary levels, and made sure that such plans were  implemented through a rigorous, transparent, merit-based and objective process that promotes diversity in  its broadest sense.  • Monitored the effectiveness of top management succession plans.  • Reviewed the senior management succession plans for onward submission to the board for approval and,  where relevant, posed challenges to ensure that such plans had strength in depth. |
| People and culture |  | • Discussed the activities conducted by the people, culture & organization function to continue supporting  progress on a merit-based culture of equal opportunity and inclusion that supports our transformation and  move towards the agile approach in the way we work.  • Monitored progress towards equality and greater representation of women in executive positions.  • Assessed and challenged proposals on executives' mission, career development plans, mobility and talent  retention initiatives Group-wide. |

Annual report 2025306

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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|  |  |  |
| Duties |  | Actions taken |
| Governance | | |
| Board effectiveness review |  | • Reviewed the execution of the action plan to address the areas for improvement identified in the 2024  board effectiveness annual review, which was conducted internally, ensuring its successful and timely  completion.  • Oversaw the 2025 board effectiveness review, which was also conducted internally, and endorsed the  resulting action plan. For more details, see  ['Board effectiveness review in 2025'](#ifb2b99624daa4646a71a5fe829ff7983_75730) in section 4.3.  • Analysed the outcomes of the subsidiary board and board Chairs annual effectiveness reviews. |
| Lead Independent Director |  | • Reviewed the activities conducted by the Lead Independent Director, ensuring the discharge of his duties,  as evidenced through a summary of his activities over the year, which was also submitted to the board. See  ['Lead Independent Director'](#ifb2b99624daa4646a71a5fe829ff7983_36983) in section 4.3.  • Reviewed the engagement activity conducted by the Lead Independent Director with shareholders,  investors and proxy advisors, and analysed their feedback on the Group's corporate governance  arrangements. |
| Corporate governance |  | • Reviewed the key highlights of the 2025 AGM and monitored shareholder experience and results, quorum  and voting results, including the feedback received on the fully virtual format it was held in. Received  updated information on our investors and proxy advisors' insights and evolving market trends on general  shareholder meeting format. And recommended the board call the 2026 AGM in a virtual format, in light of  the success of the 2025 virtual AGM, which was marked by high levels of shareholder engagement, and  given that this format enhances shareholder participation and ensures their equal treatment and is  consistent with the Group's digital transformation and sustainability commitment, also considering the  growing global trend towards fully virtual shareholder meetings.  • Verified the independence of the external advisers hired by the committee and the remuneration  committee in 2025, analysing their services and the amounts they received, among others.  • Reviewed the annual corporate governance report to verify that information contained therein conforms to  the applicable law.  • Assisted the board in the regular review of our corporate governance system for the board to fulfill its  mission to promote corporate interest and consider stakeholders' expectations. |
| Internal governance |  | • Monitored the split of roles and responsibilities between the Executive Chair and the CEO to ensure their  ongoing effectiveness and alignment with the board approved allocation. For more details, see  ['Board](#ifb2b99624daa4646a71a5fe829ff7983_75731)  [structure and organization'](#ifb2b99624daa4646a71a5fe829ff7983_75731) in section 4.3.  • Oversaw subsidiary board composition to ensure consistent collective suitability in line with expectations  across the Group.  • Verified that subsidiaries followed the provisions of the GSGM relating to board and committee structure  and their functions pursuant to best practices. In addition, the committee tracked subsidiary actions and  progress in implementing internal regulation required by the Group for its subsidiaries. For more details,  see section [7. 'Group structure and internal governance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_586) .  • Endorsed changes to the GSGM to include data & AI as a global support function and key position in the  subsidiaries that reports to the Global CDAIO and locally to the subsidiary CEO.  • Remained informed of the actions taken to simplify and streamline internal regulations and executive level  governance bodies' effectiveness with no loss of governance. |
| Suitability assessment of directors and key positions | | |
| Appointments |  | • Recommended the appointment of Group and subsidiary key position holders after confirming their  suitability. The suitability assessments of the subsidiary CAEs, and CROs and CCOs were conducted in  coordination with the Group audit and risk supervision, regulation and compliance committees,  respectively.  • Endorsed Group director nominations for subsidiary boards after confirming their suitability. |
| Annual assessment |  | • Conducted the annual suitability assessment of directors, senior management, heads of internal control  functions and the Group's key position holders, overseeing situations that might impact on the Group's  credit and reputation, and confirming these individuals' continued good business and professional reputes  and appropriate knowledge and experience to perform their duties.  • Concluded that board members continue to discharge good governance, having analysed their notifications  regarding their other professional obligations and confirmed that these do not affect their ability to devote  the necessary time nor generate any conflict of interest; and having overseen their attendance at board and  committee meetings and ensured that it did not fall below 75%. Furthermore, average board attendance  was verified as 99%. For more details, see  ['Attendance at board and committee meetings and dedication to](#ifb2b99624daa4646a71a5fe829ff7983_26395)  [the performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_26395) in section 4.3. |
| Continuous oversight |  | • Examined the information provided by directors about their intention to carry out other professional  activities or hold positions outside the Group and the related time commitment and concluded that those  commitments were compliant with the applicable legislation regarding the maximum number of  directorships they may hold, and did not interfere with their obligations as Banco Santander directors nor  entail any conflict of interest. |

Annual report 2025307

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Duties |  | Actions taken |
| Information for general meetings and corporate documents | | |
| Shareholder information |  | • Was represented at the 2025 AGM by the committee Chair, who reported on the committee's activities in  2024. |
| Corporate documents for  2025 |  | • Prepared this activities report on 23 February 2026 , which includes a performance review of the  committee's 2025 duties and actions taken and key priorities identified for 2026.  The board of directors  approved it on 24 February 2026. |

#### 2026 priorities

The committee set these priorities for 2026:

• Continue to supervise succession arrangements for board

members to ensure its effective planning. Continue to take its

proactive approach to board refreshment and associated

succession planning, considering board effectiveness review

outcomes and other relevant factors.

• Keep a proactive focus on senior executive succession planning

based on the Group’s strategic needs, and the potential

challenges the business may face, while maintaining our

attention to the continued development of our internal

succession pipeline.

• Continue to promote initiatives and programmes that facilitate

our internal talent's most optimal preparedness for assuming

new responsibilities. Further continue to promote a merit-based

culture of equal opportunity and inclusion that facilitates the

success of our leaders and multidisciplinary and agile teams in

our transformation agenda.

• Monitor ongoing regulatory initiatives within the committee's

remit, with a key focus on those which might impact our internal

regulation.

• Keep our corporate governance arrangements under constant

review to make sure they continue to consider all stakeholders’

interests by closely monitoring shareholder engagement and,

together with the Lead Independent Director, taking into account

their feedback and insights. In particular, monitor shareholder

experience and results of the 2026 AGM, including the feedback

received on the format in which it will be held and reporting on

this to the board.

• Plan and oversee the board effectiveness review to be conducted

by an external advisor, and to propose to the board the actions

required to address any resulting changes or improvements.

• Oversee execution of the actions derived from the 2025 board

effectiveness review and remain focused on ensuring that the

board and its committees discharge their role in the most

tangible and effective manner.

Annual report 2025308

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 4.7 Remuneration committee activities in

2025

|  |
| --- |
|  |
|  |

|  |  |
| --- | --- |
|  |  |
| GlennHutchins_E.jpg | Glenn H. Hutchins  Chair of the remuneration committee |
|  |

"As Chair of the remuneration committee, I am pleased to summarize

our work during 2025. The committee remained focused on ensuring

that the Group’s compensation framework supports our strategy,

reinforces a strong risk culture, and aligns the interests of

management with those of shareholders.

Our ability to deliver on our Investor Day commitments depends

fundamentally on our people. A well-designed compensation

framework is essential to attracting, developing and retaining top

talent worldwide — and to driving the transformation that underpins

long-term shareholder value creation.

Our approach rewards sustainable results and behaviors aligned with

shareholder interests. During the year, the committee reviewed

feedback from shareholders and proxy advisors and defined the

performance indicators for 2026 variable compensation. These

indicators maintain a clear focus on shareholder value creation,

Group-wide collaboration, capital discipline, and the successful

execution of our transformation agenda.

The committee worked closely with the risk committee to ensure that

compensation outcomes remain fully aligned with the Group’s risk

profile. We reviewed the achievement of 2025 executive variable

compensation targets and assessed risk adjustments, ensuring

alignment with prudent risk management at all times.

We oversaw enhancements to the performance management system

to promote clear objectives, reinforce accountability, and support

individual development. An external advisor confirmed that the

Group’s compensation policies and practices remain fully compliant

with applicable regulations. The committee also endorsed updates to

internal policies to maintain alignment with evolving regulatory and

supervisory expectations.

The committee monitored compensation trends across our markets to

ensure our practices remain competitive and support the development

of high-performing teams committed to the Group’s strategic

priorities

The committee will continue to refine incentive structures to drive

long-term shareholder value, foster collaboration across the

organization, and maintain alignment with prudent risk and capital

management. We will stay attentive to evolving market practices and

regulatory expectations while strengthening our ability to attract,

develop and retain the talent required to execute our strategy".

|  |
| --- |
|  |
| COMPOSITION |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Position | | Category | Appointed on |
| Chair | Glenn Hutchins | Independent | 20/12/2022 |
| Members | Sol Daurella | Independent | 23/02/2015 |
| Henrique de Castro | Independent | 29/10/2019 |
| Luis Isasi | Other external | 19/05/2020 |
| Antonio Weiss | Independent | 01/01/2025 |
| Secretary | Jaime Pérez Renovales | |  |

A. Committee Chair since 1 October 2023.

The board appointed the committee's members based on their

expertise, skills and experience in the matters within the

committee's scope. For more details, see section [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508)

and ['Board skills and diversity matrix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_520) in section 4.2.

|  |
| --- |
|  |
| TIME ALLOCATION |

In 2025, the committee held nine meetings, including one joint

session with the risk supervision, regulation and compliance

committee. See ['Attendance to board and committee meetings and](#ifb2b99624daa4646a71a5fe829ff7983_26395)

[dedication to the performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_26395) in section 4.3 for

members’ attendance and the time spent on meeting preparation

and attendance.

The chart below shows the committee's approximate time

allocation to its activity areas in 2025:

![753]()

Annual report 2025309

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Duties and activities in 2025

This section summarizes the remuneration committee's activities in 2025.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Duties |  | Actions taken |
| Remuneration schemes and policies | | |
| Remuneration policy for  executive directors, senior  management and other key  executives |  | • Remained focused on simplifying executive director and senior management remuneration, shaping  remuneration schemes consistent with our Simple, Personal and Fair values, with a special focus on  shareholder value creation.  • Proposed to the board the global annual executive variable remuneration for 2025 (payable immediately  and deferred executive remuneration), based on achievement of previously set quantitative and qualitative  targets.  • Recommended to the board the annual performance indicators to calculate the Group's variable  remuneration for 2026 in order to maintain focus on Group-wide collaboration, shareholder value creation,  solid risk management, rigorous capital discipline and the Group's transformation, among others.  • Proposed to the board the achievement scales for the annual and multi-year performance targets and  weightings. |
| Compliance with the  remuneration policy |  | • Checked that remuneration schemes aligned with the Group's performance, corporate culture, risk appetite  and applicable regulation, and created no incentive to breach risk appetite.  • Reported to the board on Group remuneration practices and assessed their effectiveness, receiving  confirmation on their alignment with the Group remuneration policy.  • Reported to the board on an external advisor assessment of the remuneration policy that concluded that  the Group's policies, procedures and practices comply with the regulatory requirements for credit  institutions.  • Reviewed the ex-ante and ex-post risk adjustments of total variable remuneration and oversaw the  application of malus and clawback arrangements, assigned to the global businesses and subsidiaries,  based on actual risk outcomes and their management, in conjunction with the risk supervision, regulation  and compliance committee. |
| Director remuneration  policy report |  | • Received information from the Lead Independent Director on his engagement with key shareholders and  proxy advisors regarding executive director remuneration.  • Reviewed and proposed to the board the annual directors' remuneration report for an advisory vote at the  2025 AGM.  • Assisted the board in overseeing compliance with the director remuneration policy.  • Recommended the directors' remuneration policy for 2026, 2027 and 2028 that will be submitted by the  board of directors at the 2026 AGM as a separate item on the agenda pursuant to Article 529  novodecies  of  Spain's Companies Act and is an integral part of the director remuneration policy report. See sections  [6.4](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574)  [Directors' remuneration policy for 2026, 2027 and 2028'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574) and [6.5 'Preparatory work and decision-making](#i6ecb2a0d58d04b53bfadfa2a833efaa7_577)  [for the remuneration policy; remuneration committee involvement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_577) '. As part of that, the committee  considered input from shareholder and stakeholder engagement during the year, as well as  recommendations from regulators. The committee verified that the policy complies with legal  requirements and/or applicable regulation concerning remuneration and is consistent with the  remuneration scheme set out in the Bylaws and with the Group's culture and Simple, Personal and Fair  values. |
| People and culture |  | • Reviewed 'equal pay for equal work' and gender pay gap and equal pay data against the previous year.  • Reported favourably to the board on the update of internal regulation within its remit, with a key focus on  ensuring alignment with supervisory expectations.  • Reviewed the 2025 performance management system, with conversations between managers and teams  to bring attention to what we do and how we do it, all within a solid risk culture, while driving everyone's  development. In addition, reviewed the proposed changes for the 2026 performance management system,  to address the adoption of the agile approach in the way we work.  • Was kept apprised of remuneration practices, trends and challenges in several local markets. |
| Executive directors, senior management and Corporate Identified Staff remuneration | | |
| Performance reviews |  | • Reviewed the calibration of executives’ performance reviews for senior management and, in particular, for  the Executive Chair, the CEO, the CFO and other senior executives, after receiving the views of the non-  executive directors at meetings that the lead independent director convened for this purpose, as well as  those of the audit committee in the case of the CAE, and of the risk supervision, regulation and compliance  committee in the case of the CRO and the Chief Compliance Officer (CCO). |
| Fixed and variable  remuneration for executive  directors and senior  management |  | • Checked that executive directors' fixed remuneration remained appropriate to their duties based on market  rates.  • Proposed to the board variable remuneration for the preceding year payable either immediately or in  deferred amounts, based on annual performance targets and their weightings as set by the board.  • Proposed to the board the remuneration for newly appointed members of the senior management team.  • Made sure remuneration for senior management remained fair and competitive, recommending  adjustments where appropriate to the board, based on a benchmark analysis and specific pay principles. |

Annual report 2025310

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Duties |  | Actions taken |
| Share plans |  | • Proposed to the board the remuneration plans that involve the delivery of shares for executive directors,  senior management and other key executives. Specifically, those related to the executive directors were  recommended for onward submission to the 2025 AGM.  • Analysed and submitted to the board tailored incentive schemes for different units to drive talent retention  and alignment with the Group’s strategic priorities. |
| Corporate Identified Staff |  | • Reviewed the number of executives who are part of the Corporate Identified Staff (Corporate Material Risk  Takers) in 2025 pursuant to applicable law, trends versus previous years and fixed and variable  remuneration ratios for control functions to ensure they remained consistent with regulation and targets.  • Set key remuneration components for Corporate Identified Staff in coordination with the risk supervision,  regulation and compliance committee.  • Submitted a proposal to the board, for subsequent submission to the 2025 AGM, regarding the approval of  maximum variable remuneration of up to 200% of the fixed component for certain Corporate Identified  Staff, including executive directors and senior management.  • Checked that remuneration schemes supported the attraction and retention of key talent to help drive the  Group's strategy, the application of the incentives implemented in the Group, and the level of achievement  of long-term deferred remuneration metrics. |
| Remuneration of directors | | |
| Individual remuneration of  directors in their capacity  as such |  | • Reviewed directors’ remuneration in their capacity as such, based on the positions they held on the  collective decision-making body, their membership and attendance at committee meetings, benchmark  information and other objective circumstances and submitted the relevant proposals to the board. For more  details, see section  [6.2 'Remuneration of directors for supervisory and collective decision-making duties:](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568)  [policy applied in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568). |
| Governance | | |
| Coordination with risk |  | • Held a joint session with the risk supervision, regulation and compliance committee to review the action  plans aimed at mitigating conduct risk in remuneration for the external sales force.  • Verified that remuneration schemes factor in capital and liquidity, and do not offer incentives to assume  risks that exceed Banco Santander's tolerance, thus promoting and being compatible with appropriate and  effective risk management. |
| Information for general meetings and corporate documents | | |
| Shareholders information |  | • Was represented at the 2025 AGM by the committee Chair, who reported on the committee's activities in  2024. |
| Corporate documents for  2025 |  | • Prepared this report on 23 February 2026, which includes a performance review of the committee's 2025  duties and actions taken and key priorities identified for 2026. The board of directors approved it on 24  February 2026. |

#### 2026 priorities

The committee set these priorities for 2026:

• Keep incentive measures under continuous review to ensure that

they continue to prioritize the Group's success, incentivize

collaboration across the organization and shareholder value

creation, and remain aligned with our solid risk and capital

management disciplines.

• Continue to monitor the risk adjustments in variable

remuneration, ensuring that the latter aligns with the risk profile

of the activities that the Group performs, the sustainability of the

results achieved, and its long-term interests.

• Continue to monitor trends and best practices in executive

remuneration to enhance our employee value proposition

further, promoting effective attraction and retention of key talent

to deliver the Group's strategy, including the public targets

announced at the 2026 Investor Day, while maintaining focus on

investors, proxy advisors, supervisors and regulators’

expectations.

• Continue promoting talent development, recognizing high

performance through our performance management system,

and supporting progress on an inclusive culture that ensures the

avoidance of pay gaps.

• Remain focused on discharging its role in the most tangible and

effective manner.

Annual report 2025311

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 4.8 Risk supervision, regulation and compliance committee activities in

2025

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| --- |
|  |
|  |

|  |  |
| --- | --- |
|  |  |
| PamelaWalkden_E.jpg | Pamela Walkden  Chair of the risk supervision, regulation  and compliance committee |
|  |

"In 2025, the committee continued to play a key role in supporting the

board’s oversight of the Group’s risk profile against a backdrop of

heightened geopolitical uncertainty, evolving supervisory expectations

and the ongoing transformation of the Group. The diverse skills and

experience of its members enabled the committee to provide effective

challenge and support to management, while close coordination with

the subsidiary risk committees allowed us to leverage their collective

expertise.

Throughout the year, the committee focused on ensuring that risks

were appropriately identified, assessed and managed within the

board-approved risk appetite, maintaining a strong and effective

control environment. We remained acutely aware of external factors,

including market volatility and developments in the cyberthreat and

fraud landscape, with their potential to affect the Group’s businesses

and operating model. We also monitored both existing and emerging

risks and challenged management on their potential impact and the

adequacy of mitigation actions. As in previous years, we reviewed risks

by type, by global business and subsidiary, to ensure we are looking at

all aspects of our global-local model.

Credit risk and non-performing assets remained high on our agenda

but there was also increased focus on aspects of operational risk and

resilience. Compliance and conduct risk oversight, including financial

crime, were also key areas of focus in 2025. The committee reviewed

the effectiveness of both the risk and compliance functions, with

particular attention to its independence and the adequacy of its

resources.

We also supported the board in overseeing the Group’s capital and

liquidity position, with a focus on ensuring resilience under stressed

conditions. We reviewed the capital and liquidity adequacy processes,

and stress testing remained a core element of our work. In addition,

we received regular updates on supervisory interactions across the

Group’s footprint, and monitored key outcomes from supervisory

reviews, as part of our commitment to an open and constructive

dialogue with supervisors.

The committee participated in the succession process for a new Group

CRO, which resulted in the appointment of Pedro Castro, replacing

Mahesh Aditya. The committee is fully confident in Pedro’s ability to

succeed in the role and will support his onboarding process. In turn, I

would like to thank Mahesh for his significant contribution to the

Group’s risk culture and wish him every success in his new role as CEO

of Santander UK.

The committee also worked in close coordination with other

committees, particularly the audit, the responsible banking,

sustainability and culture, and the innovation and technology

committees, to facilitate coherent and comprehensive oversight of

areas of mutual interest. We also worked with the remuneration

committee including the year-end remuneration process. We intend to

further reinforce this committee coordination in 2026, with a

particular focus on technological, ESG and third-party risks,

cybersecurity, and operational resilience, among others.

Looking ahead, the committee will remain focused on anticipating

emerging risks, supporting the Group’s strategic transformation and

ensuring that the risk and compliance functions continue to operate to

the highest standards of effectiveness and independence".

![FirmaPamelaWalkden.gif]()

|  |
| --- |
|  |
| COMPOSITION |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Position | | Category | Appointed on |
| Chair | Pamela Walkden | Independent | 01/05/2021A |
| Members | José Antonio Álvarez | Other external | 01/01/2025 |
| Germán de la Fuente | Independent | 01/01/2023 |
| Luis Isasi | Other external | 19/05/2020 |
| Belén Romana | Independent | 28/10/2016 |
| Secretary | Jaime Pérez Renovales | |  |

A. Committee Chair since 23 March 2024.

The board appointed the committee's members based on their

expertise, skills and experience in the matters within the

committee's scope. For more details, see section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508)

and ['Board skills and diversity matrix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_520) in section 4.2.

|  |
| --- |
|  |
| TIME ALLOCATION |

In 2025, the committee held 14 meetings, including four joint

sessions with the audit committee and one joint session with the

remuneration committee. See  ['Attendance at board and committee](#ifb2b99624daa4646a71a5fe829ff7983_26395)

[meetings and dedication to the performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_26395) in section

4.3 for members’ attendance and the estimated average time

spent on meeting preparation and attendance.

The chart below shows the committee’s approximate time

allocation to its activity areas in 2025:

![872]()

Annual report 2025312

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Duties and activities in 2025

This section summarizes the risk supervision, regulation and compliance committee's activities in 2025.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Duties |  | Actions taken |
| Risk | | |
| Strategy and risk appetite |  | • Reviewed risk appetite metrics, compliance with the approved limits and any breaches on a quarterly basis.  • Reviewed the annual risk appetite statement proposal for 2026, including new metrics and limits, and  submitted it to the board for approval.  • Reviewed the three-year strategic plan, the annual budget and the recovery plan before the board  approved them. Reviewed and challenged the identified risks and mitigating factors associated with those  key processes, their consistency, and alignment with the Group's risk appetite. |
| Risk management and  control |  | • Reviewed the risk profile and risk management of the Group's global businesses and main subsidiaries in  coordination with the audit committee, with a special focus on credit risk, operational risk, financial crime  compliance and the risks associated with our transformation.  • Reviewed the risks of strategic projects and their mitigation measures, before their submission to the  board.  • Checked that the Group's risk management and control, most notably the risk profile assessment and the  risk control self-assessment, remained robust.  • Analysed the potential impact and opportunities associated with emerging risks and how they would affect  our business model, including the numerous businesses and subsidiaries.  • Received and analysed specific information on credit risk, with a special focus on non-performing assets;  market, counterparty, liquidity and structural, and operational risks.  • Reviewed the EBA Guidelines (2025/01) on ESG risk management in coordination with the responsible  banking, sustainability and culture committee.  • Received regular updates on legal risk, in coordination with the audit committee.  • Assessed senior management attrition rates, talent retention and associated risks and dynamics, in  coordination with the nomination committee, and made related recommendations.  • Received and analysed updated information on third party risk management and compliance with the  requirements of Digital Operational Resilience Act (DORA), technological and data risk, cybersecurity and  operational resilience, in cooperation with the innovation and technology committee.  • Supported the board in the supervision of crisis management and resolution planning and business  continuity and contingency plans. |
| Remuneration policies and  practices - coordination  with the remuneration  committee |  | • Reviewed the subsidiary action plans on internal sales force pay and related conduct risk.  • Verified that remuneration schemes factor in risk, capital, liquidity and the likelihood and opportunity of  remuneration components, and do not offer incentives to assume risks that exceed Banco Santander's  tolerance, thus promoting and being compatible with appropriate and effective risk management.  • Proposed to the board the global annual executive variable remuneration for 2025 (payable immediately  and deferred executive remuneration), based on the achievement of previously set quantitative and  qualitative targets. In addition, reviewed the ex-ante and ex-post risk adjustments of total variable  remuneration assigned to the global businesses and subsidiaries, taking into account actual risk outcomes  and their management, and oversaw the application of malus and clawback arrangements, in conjunction  with the remuneration committee.  • Reviewed the results of the exercise carried out annually to identify employees whose professional  activities had a material impact on the Group´s risk profile (Corporate Identified Staff). |
| Risk function |  | • Reviewed the risk function’s activities, strategy, strengths and potential areas for improvement.  • Ensured the ongoing independence and effectiveness of the risk function, including the assessment of the  sufficiency and appropriateness of its resourcing.  • Endorsed the CRO's 2025 objectives for onward submission to the board for approval. Reviewed the CRO's  annual performance against those objectives and reported the results to the remuneration committee and  board to set his variable remuneration.  • Participated in the selection process of the CRO, led by the nomination committee, which resulted in the  proposal to appoint Pedro Castro for that position, subsequently approved by the board.  • Participated in the selection and appointment of the subsidiary CROs verifying their suitability, in  coordination with the Group nomination committee. |

Annual report 2025313

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Duties |  | Actions taken |
| Compliance | | |
| Oversight of compliance  and conduct risks |  | • Reviewed monthly reports on regulatory issues, product governance and costumer protection, reputational  risk, internal and external events, notifications and inspections by supervisors, among others.  • Received updates on compliance and conduct risks from the Group's global businesses and main  subsidiaries.  • Received information on the Group's whistleblowing channel (Canal Abierto) at a joint meeting with the  audit committee, with a special focus on matters within the committee's remit, to ensure that empowers  employees and other persons related to the Group to speak up, be heard and report irregular practices  without fear of reprisal. Reported favourably to the board on the update of internal regulation regarding  Canal Abierto, with a key focus on ensuring its alignment with the CNMV Technical Guide 1/2024 on Audit  Committees.  • Reviewed reports on customer and other stakeholders' complaints to ensure that their root causes were  being assessed and action plans set to reduce and mitigate any identified deficiencies.  • Reviewed the main risks identified, as well as the concerns, priorities and actions taken regarding conduct  risk with retail and vulnerable customers.  • Reviewed our compliance with data protection regulation across the Group and received the Data  Protection Officer's annual report. |
| Financial crime compliance |  | • Oversaw the Group's observance of financial crime compliance regulations.  • Received quarterly progress updates on our financial crime compliance strategy implementation  throughout the Group, including information on sanction screening activity.  • Reviewed recommendations and observations stemming from the annual independent expert report on  Banco Santander. |
| Compliance function |  | • Supervised the compliance function's activities and strategy, strengths and potential areas for  improvement.  • Ensured the ongoing independence and effectiveness of the compliance function, including the assessment  of the sufficiency and appropriateness of its resourcing.  • Held two private sessions with the CCO to discuss strategic compliance topics as well as to discuss  independently and directly any potential material issue relating to its function.  • Endorsed the CCO's 2025 objectives for onward submission to the board for approval. Reviewed the CCO's  performance against those objectives and reported the results to the remuneration committee and board  to set his variable remuneration.  • Participated in the selection and appointment of the subsidiary CCOs, verifying their suitability, in  coordination with the Group nomination committee. |
| Capital and liquidity | | |
| Capital and liquidity  strategies |  | • Reviewed and reported favourably to the board on the annual Internal Capital Adequacy Assessment  Process (ICAAP) run by the finance function and challenge made by the risk function in accordance with  industry best practices and supervisory guidelines.  • Reviewed the capital plan according to the scenarios envisaged over a three-year period.  • Reviewed and reported favourably to the board on the Internal Liquidity Adequacy Assessment Process  (ILAAP), which was challenged by the risk function and developed in line with the Group's business model  and liquidity needs.  • Reviewed liquidity risk and liquidity levels of the Group and its subsidiaries.  • Continuously monitored capital levels, capital management and associated tools, the 2025 securitizations  plan and the analysis of the portfolio profitability versus the risk undertaken.  • Supported the board in conducting stress tests of Banco Santander through the assessment of scenarios  and assumptions, analysing the results and the observations made by the risk function, and ensured that  the stress test programme was aligned with the EBA Guidelines 2018/04 on institutions' stress testing.  • Was informed of 2025 EBA stress test results prior to their submission to the board and subsequent  disclosure. |
| Governance and additional oversight activities | | |
| Regulatory and supervisory  relations |  | • Received information on regulatory and supervisory relations, with a focus on those related to the Single  Supervisory Mechanism and the Single Resolution Mechanism, as well as the supervisors of all the Group’s  subsidiaries, the Supervisory Review and Evaluation Process, and the corresponding supervisory activities. |
| Coordination with the audit  committee |  | • Reviewed risk, compliance and internal audit aspects of the global businesses and subsidiaries, with first  line of defence representatives present.  • Collectively discussed with the audit committee additional topics of mutual interest, such as risk culture,  third party risk management, and internal control environment, and received an update on internal audit  matters of the risk and compliance functions.  • Reviewed the proposed merger of Openbank and Santander Consumer Finance.  • The committee Chair and the Chair of the audit committee maintained constant communication to ensure  full coordination and collaboration between their respective committees. |

Annual report 2025314

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Duties |  | Actions taken |
| Other activities |  | • Reported favourably to the board on the update of internal regulation within its remit, in coordination with  other committees, as required.  • Held a number of subsidiary risk supervision, regulation and compliance committee Chair meetings  remotely and an in-person meeting with them to foster further collaboration across the Group. For more  details, see ['Group and subsidiary committee relations'](#i237f227ae7a34b0682349a921db2c4fd_45393) in section 7.2. |
| Information for general meetings and corporate documents | | |
| Shareholder information |  | • Was represented at the 2025 AGM by the committee Chair, who reported on the committee's activities in  2024. |
| Corporate documents for  2025 |  | • Prepared this activities report on 18 February 2026, which includes a review of the committee's 2025  functions and actions taken, as well as the key priorities identified for 2026. The board of directors  approved it on 24 February 2026. |

#### 2026 Priorities

The committee set these priorities for 2026:

• Continue to monitor the macroeconomic and geopolitical

landscape to ensure our preparedness for potential disruptions.

• Oversee all the risks to ensure that they remain within our

approved risk appetite. Continue to identify emerging and non-

traditional risks to anticipate potential impacts on our business

model, as well as the main risks associated with the

transformation, the integration of new businesses and the five

global businesses, with a particular focus on those associated to

change management and the new ways of working.

• Monitor the integration of both TSB and Webster into Santander

UK and Santander US, respectively.

• Reinforce coordination with the innovation and technology

committee on the oversight of technological risks, including

those related to new technologies such as generative AI, as well

as the opportunities that various digital assets may represent for

the Group. Likewise, continue to monitor cybersecurity risks, as

well as those related to third-party risk management and

operational resilience.

• Continue to oversee the ESG risk integration into management, in

line with supervisory expectations and in coordination with the

responsible banking, sustainability and culture committee.

• Continue to ensure the independence and effectiveness of the

risk and compliance functions in discharging their critical role in

the Group, including an assessment to ensure they have

appropriate and sufficient resources and skillsets. Monitor the

onboarding process for the new CRO to ensure its robustness,

enabling him to be truly effective in his role.

• Remain focused on discharging the role of the committee and

interacting with the subsidiary risk supervision, regulation and

compliance committees in the most tangible and effective

manner.

Annual report 2025315

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 4.9 Responsible banking, sustainability and culture committee activities in

2025

|  |
| --- |
|  |
|  |

|  |  |
| --- | --- |
|  |  |
| SolDaurella_E.jpg | Sol Daurella  Chair of the responsible banking,  sustainability and culture committee |
|  |

"In 2025, the committee continued to support the board of directors in

our sustainability strategy, taking into consideration developments in

the regulatory, supervisory and market environment. Throughout the

year, our work focused on monitoring the climate strategy, regularly

reviewing its suitability to support our clients in their transition to a

sustainable economy, contributing to economic growth.

Against this backdrop, we have analyzed the evolution of the Group’s

sustainable finance strategy and its execution by the global

businesses, including priorities related to socially responsible

investment.

Santander remains firmly committed to education, employability,

entrepreneurship, and financial inclusion to contribute the prosperity

of people and businesses. As a result, inclusion and financial health

remained a priority on the committee’s agenda in 2025, overseeing

progress in the implementation of the global community support

model.

The committee placed a key focus on the complex environment in

which the Group operates, characterized by the diverse range of public

policies across our footprint. These analyses enabled us to continue to

properly identify and assess the impacts, risks and opportunities

arising from the double materiality exercise and to ensure a coherent

management approach that is aligned with the Group’s strategy.

During the year, we have maintained close coordination with the audit

committee, particularly in relation to the oversight of the preparation

and reporting of non-financial information, as well as with the risk

supervision, regulation and compliance committee regarding the

integration of ESG factors into the Group’s risk management. We will

maintain this close collaboration in 2026.

I would like to sincerely thank all committee members for their

commitment, dedication and valuable contributions throughout the

year. The diversity of knowledge, experience and perspectives has

significantly enriched the discussions and has been key to discharging

our role effectively, with a constructive approach aligned with the

Group’s values at all times. Specifically, I would like to thank Homaira

Akbari, who will leave the board and committee in 2026, for her

valuable contribution to the committee since it was incorporated in

2018. In turn, I am pleased to welcome Germán de la Fuente as a new

member shortly, as he brings very valuable experience to the

committee while reinforcing the coordination with the audit

committee in the oversight of the non-financial information.

Looking ahead to 2026, the committee will continue to advise the

board on the development and monitoring of our sustainability

strategy, with a particular focus on progress in the sustainable finance

proposition and supporting clients in their transition; on social

matters; and on the integration of ESG factors into risk management,

thereby contributing to the creation of sustainable long-term value”.

![FirmaSolDaurella.gif]()

|  |
| --- |
|  |
| COMPOSITION |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Position | | Category | Appointed on |
| Chair | Sol Daurella | Independent | 01/07/2018A |
| Members | Homaira Akbari | Independent | 01/07/2018 |
| Carlos Barrabés | Independent | 27/06/2024 |
| Gina Díez Barroso | Independent | 31/01/2023 |
| Pamela Walkden | Independent | 23/03/2024 |
| Secretary | Jaime Pérez Renovales |  |  |

A. Committee Chair since 23 July 2024.

The board appointed the committee's members based on their

expertise, skills and experience in the matters within the

committee's scope. For more details, see section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508)

and ['Board skills and diversity matrix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_520) in section 4.2.

|  |
| --- |
|  |
| TIME ALLOCATION |

In 2025, the committee held four meetings. In addition, resolutions

in writing were adopted on one occasion without a session being

held. See ['Attendance at board and committee meetings and](#ifb2b99624daa4646a71a5fe829ff7983_26395)

[dedication to the performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_26395) in section 4.3 for

members’ attendance and the time spent on meeting preparation

and attendance.

The chart below shows the committee’s approximate time

allocation in 2025 to its activity areas:

![698]()

Annual report 2025316

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Duties and activities in 2025

This section summarizes the responsible banking, sustainability and culture committee’s activities in 2025.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Duties |  | Actions taken |
| Environmental (E) | | |
| Transition plan |  | • Reviewed the Group's climate strategy and constructively challenged it to ensure our objective of  supporting our clients in achieving their transition goals, assessing their climate risks in order to manage  the impact on both their business and our operations, and progress in the alignment of our portfolios, in  accordance with applicable local regulation.  • Reviewed the plans of the global businesses to ensure their alignment with market, regulatory and  supervisory context, as well as with the commercial strategy. |
| ESG in risk management |  | • Reviewed the ongoing work to implement the required prudential transition plan in accordance with  the new EBA Guidelines (2025/01) on ESG risk management, in coordination with the risk supervision,  regulation and compliance committee.  • Monitored the progress made in embedding climate-related and environmental risks in line with  applicable regulation and supervisory expectations, and monitored the implementation of controls  and processes to mitigate ESG risks.  • Reviewed the specific internal controls and risk management measures applied to Santander Brasil’s  relationships with certain companies operating in the Amazon. |
| Sustainable finance |  | • Reviewed the sustainable finance strategy across global businesses and its execution, including priorities  related to socially responsible investment.  • Oversaw the sustainability strategy, including support to our customers in their transition and financial  inclusion and health solutions. |
| Social (S) | | |
| Support to communities |  | • Oversaw progress on the implementation of our community support model, to reinforce the Group's  contribution to key areas such as education, including financial education, employability, entrepreneurship  and support to vulnerable groups, as well as the resulting impact from associated initiatives, assessing  their scope and relevance.  • Received information on about corporate communication initiatives on social matters. |
| Governance (G) | | |
| Governance |  | • Verified that the proposed sustainability agenda and targets remained aligned with the Group's strategy.  • Assisted the board in ensuring that sustainability targets and metrics were embedded in the Group's  remuneration schemes and reviewed, in coordination with the remuneration committee, the proposed  sustainability element of the long-term incentives for 2026-2028.  • Reviewed engagement with stakeholders such as investors, proxy advisors, ESG rating agencies and NGO.  • Reviewed the priority areas for action based on the outcomes of the double materiality exercise and the  associated IRO, including progress on their integration into management and governance to facilitate their  monitoring, in coordination with the audit committee.  • Reviewed progress made towards the objectives announced at the 2023 Investor Day under its remit and  discussed sustainability targets for the next three years in the areas of green financing, investment in  education, employment and entrepreneurship initiatives, and financial inclusion. |
| ESG reporting |  | • Supported the audit committee on the supervision and assessment of the process to prepare and present  non-financial information according to applicable regulation and international standards.  • Reviewed the 2025 Group statement on non-financial information. See the  ['Sustainability statement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  chapter.  • Reviewed the Green Bond Report in coordination with the audit committee prior to its submission to the  board for approval. |
| Regulatory landscape |  | • Reviewed the main European and international financial regulatory and supervisory initiatives and  priorities related to sustainability and how they impacted the Group, including legislative proposals  promoted by the European Commission aimed at streamlining sustainability-related disclosure, due  diligence, and taxonomy.  • Reported favourably to the board on the update of internal regulation within its remit, in coordination with  risk supervision, regulation and compliance committee, as required. |
| Information for general meetings and corporate documents | | |
| Shareholder information |  | • Was represented at the 2025 AGM by the committee Chair, who reported on the committee's activities in  2024. |
| Corporate documents for  2025 |  | • Prepared this activities report  on 26 January 2026 , which includes a performance review of the  committee's 2025 duties and actions taken and key priorities identified for 2026. The board of directors  approved it on 24 February 2026. |

Annual report 2025317

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 2026 Priorities

The committee set these priorities for 2026:

• Continue to advise the board on the sustainability, taking into

account developments in the regulatory, supervisory, and market

environment.

• Oversee progress on our sustainable finance proposition and

how the global businesses support the economic growth of the

economies we serve, as well as our customers in achieving their

transition objectives toward a sustainable economy. Likewise,

review the management of risks associated with such transition

and the evolution of sectors affected by climate.

• Ensure that the Group’s policies promote responsible and ethical

financial solutions that contribute positively to sustainable

growth and global security, with particular focus on Europe and

the defence sector, while still aiming to comply with local

regulatory requirements and supervisory expectations in the

jurisdictions where we operate.

• Continue to prioritize our financial inclusion, financial health and

community support proposition, contributing to education,

employability, and entrepreneurship, as well as to community

development through support programmes.

• Continue to monitor the implementation of sustainability-related

regulatory requirements and supervisory expectations, including

the integration of ESG factors into risk management, from both

regulatory and managerial perspective, as well as developments

in legislative initiatives related to sustainability matters, as well

as public policies and actions of authorities and institutions in the

markets where we operate, as well as their associated risks, and

the potential impact on our strategy.

• Continue to analyse the communication and impact of

sustainable related actions, as well as monitor sustainability

disclosures in coordination with the audit committee.

• Remain focused on discharging its role in the most tangible and

effective manner.

Annual report 2025318

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 4.10 Innovation and technology committee activities in

2025

|  |
| --- |
|  |
|  |

|  |  |
| --- | --- |
|  |  |
| GlennHutchins_E.jpg | Glenn H. Hutchins  Chair of the innovation and technology  committee |
|  |

"Our objective is to continue the transformation of Santander into a

truly technology-first enterprise, anchored on sustainable, long-term

value creation for shareholders. We are focused on delivering this in a

way that improves customer experience, drives structural efficiency,

retains strength of security and resilience, meets regulatory

expectations, and enables innovation at scale.

In 2025, the committee maintained a disciplined focus on execution.

We challenged progress, tested assumptions, and ensured that

Santander’s global technology and transformation agenda remained

tightly aligned with the Group’s business strategy. Discussions

consistently emphasized simplification, scalability, and long-term

value creation, and I would like to thank all committee members for

their contributions which helped ensure the committee’s overall

effectiveness.

Throughout the year, we closely reviewed the evolution of Santander’s

global business and operating platforms, digital initiatives, and

automation programs. A central priority was the continued rollout of a

common operating and business model across retail and commercial

banking. This is a foundational enabler of productivity gains, reduced

complexity, and improved time-to-market, and it allows our teams to

focus more of their capacity on delivering high-value, personalized

service to customers across all channels.

Data and AI were at the core of our agenda. AI is transforming the

global economy and the banking sector, and at Santander we are

moving decisively to take this transformation further. Our plan is to

fundamentally change the way the organization thinks and operates,

becoming 'AI-native' to deliver smarter solutions, happier customers,

and a future-ready bank. To support this ambition, we established the

data & AI function, designed to scale our capabilities, strengthen

collaboration across the Group, and accelerate impact. The committee

reviewed key AI use cases across Santander and oversaw the

governance of AI adoption under strict ethical, legal, and cybersecurity

frameworks.

Cyber and technology resilience also remained top priorities. We

reviewed the evolving threat landscape, the Group’s defensive

capabilities, and progress against our operational resilience agenda,

including third-party risk management and regulatory requirements

such as DORA. We worked in close coordination with the risk

committee to ensure consistent and comprehensive oversight of

technology-related risks, and we intend to continue this strength of

coordination in 2026.

Looking ahead, the committee will continue to support the board and

management team in accelerating Santander’s transformation,

building on real impact, operational rigor, and human empowerment.

This includes maintaining a disciplined approach to emerging

technologies, balancing in-house capability building with selective,

strategically aligned partnerships that can sustainably enhance

customer experience, efficiency and security”.

|  |
| --- |
|  |
| COMPOSITION |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Position | | Category | Appointed on |
| Chair | Glenn Hutchins | Independent | 20/12/2022A |
| Members | Homaira Akbari | Independent | 27/09/2016 |
| José Antonio Álvarez | Other external | 23/02/2015 |
| Carlos Barrabés | Independent | 27/06/2024 |
| Ana Botín | Executive | 23/04/2007 |
| Henrique de Castro | Independent | 23/07/2019 |
| Héctor Grisi | Executive | 01/01/2023 |
| Belén Romana | Independent | 19/12/2017 |
| Secretary | Jaime Pérez Renovales | |  |

A. Committee Chair since 23 March 2024.

The board appointed the committee's members based on their

expertise, skills and experience in the matters within the

committee's scope. For more details, see section [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508)

and  ['Board skills and diversity matrix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_520) in section 4.2.

|  |
| --- |
|  |
| TIME ALLOCATION |

In 2025, the committee held four meetings. See  ['Attendance at](#ifb2b99624daa4646a71a5fe829ff7983_26395)

[board and committee meetings and dedication to the performance](#ifb2b99624daa4646a71a5fe829ff7983_26395)

[of duties'](#ifb2b99624daa4646a71a5fe829ff7983_26395) in section 4.3 for members’ attendance and the time

spent on meeting preparation and attendance.

The chart below shows the committee’s approximate time

allocation to its main areas in 2025:

![711]()

Annual report 2025319

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Duties and activities in 2025

This section summarizes the innovation and technology committee’s activities in 2025.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Duties |  | Actions taken |
| Digital & innovation | | |
| Digital |  | • Monitored metrics in connection with the Group's digitalization and associated transformation, with a  special focus on customer experience, simplification and efficiency.  • Reviewed core digital strategies to transform and accelerate growth across global businesses.  • Reviewed strategic technological tools developed internally to further increase value creation across the  Group, improving efficiency and driving appropriate synergies.  • Reviewed the execution progress of One Transformation and its overall alignment with our strategy.  • Monitored the execution of the Group’s digital strategy with a key focus on ensuring alignment with  supervisors’ expectations and regulatory demands. |
| Cloud |  | • Reviewed the cloud strategy, which focuses on improving innovation, time–to-market and efficiency with a  business-based approach, ensuring alignment with applicable regulatory requirements at all times. |
| Innovation framework |  | • Reviewed the implementation of the Group's innovation agenda, that leverages on our digital and data  management capabilities.  • Identified the challenges and capabilities in terms of innovation to increase end-to-end business agile  transformation.  • Identified new opportunities and developments in emerging technologies to accelerate innovation across  the Group and ensured that we were well placed to succeed with new business models, technologies,  systems and platforms.  • Reviewed the Group’s participation in an international consortium of financial institutions aimed at  analysing a potential joint issuance of a stablecoin, specifically the associated risks, the applicable  regulatory framework and comparable initiatives in the market. |
| Technology & operations | | |
| Strategy |  | • Reviewed the Group's global technology strategy plan, reported to the board on T&O planning and  activities, and ensured that the T&O strategy focused on the Group's key priorities, supervising its  execution through defined top-level strategic KPIs, including those specific to the execution of One  Transformation and the common architecture.  • Endorsed the Group's core strategic technology priorities to integrate key digital capabilities, leveraging  five pillars: agile, cloud, core system evolution, AI and deep technology related skills and data.  • Monitored the deployment of Gravity, Santander’s in-house banking platform, and software developed to  help the bank become a fully digital company.  • Reviewed specific projects being deployed throughout the Group and their associated T&O investment  through a common tool, to further ensure efficiencies, synergies and robust decision-making.  • Reviewed the strategy to further simplify Group-wide processes with the aim of reducing manual  operational activity, analysing alternatives for further optimization, automation and process improvement.  • Analysed the priorities of the T&O function and their alignment with the Group’s aim to be the best open  financial services platform with innovative customer centric capabilities. |
| Oversight of technological  risks |  | • Assisted the board in supervising technological risks, including those related to technological innovation,  data risks, operational resilience and the associated regulatory developments, in coordination with the risk  supervision, regulation and compliance and audit committees. |
| Data and AI | | |
| Strategy |  | • Assisted the board in reviewing progress on the 'data & AI-first' strategy and the main initiatives identified  across the five global businesses, in order to enhance decision-making and customer experience, and  increase internal process efficiency.  • Reviewed strategic technology partnerships, which focus on enabling a safe and scalable adoption of AI  through a robust technological infrastructure and the development of business-aligned applications.  • Received information on the use of AI tools throughout the Group, productivity increases for some tasks,  letting teams focus on strategic and human-centric work, and the AI training strategy, tailored to roles and  markets. |
| Cybersecurity | | |
| Strategy |  | • Reviewed the Group's cybersecurity strategy, with a key focus on resilience, alignment with DORA, new  technologies (including quantum computing), and three main action lines, namely: protecting the Group,  bolstering its defences, and generating trust among stakeholders, customers, and broader society; and  recommended it for onward submission to the board for approval.  • Monitored the status and progress made on the fraud prevention plan, including its associated impacts and  the actions underway to further harmonize fraud prevention capabilities across the Group. |

Annual report 2025320

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Duties |  | Actions taken |
| Risk management  oversight |  | • Assisted the board in the supervision of cybersecurity risks and supervised the global cybersecurity threat  landscape and Group’s ability to defend against increasing threats, and reviewed security controls and  automated security processes.  • Analysed cyber incidents (including third party risk management implications) and reviewed associated  lessons learnt in coordination with the risk supervision, regulation and compliance committee. Moreover,  reviewed specific incidents outside the Group according to their relevance and impact.  • Received regular updates on cybersecurity risks, including the status of main metrics and the  implementation of associated controls.  • Reviewed external threats such as ransomware and analysed the strategy designed to shorten data  recovery time and reduce its potential impact. |
| Information for general meetings and corporate documents | | |
| Corporate documents for  2025 |  | • Prepared this activities report  on 14 January 2026 , which includes a performance review of the  committee's 2025 functions and actions taken, as well as key priorities identified for 2026. The board of  directors approved it on 24 February 2026. |

#### 2026 Priorities

The committee set these priorities for 2026:

• Continue to support the consolidation of the Group’s innovation

strategy, including the embedding of our operating model based

on a global-local organization through our own global

technology platform, with the aim of maximizing synergies and

ensuring operational consistency.

• Continue to drive the Group's 'data & AI-first' strategy, with a

particular focus on the development of key initiatives across the

five global businesses to enhance decision-making, and improve

customer experience and drive operational savings. As part of

that, continue to support the innovation strategy through an

appropriate equilibrium between developing internal capabilities

and selective alliances.

• Remain apprised of emerging technologies and their potential

business impact. Continue monitoring trends in the technology

ecosystem and associated developments in the financial sector

and market players’ activities, including technology companies.

• Continue to reinforce coordination with the risk supervision,

regulation and compliance committee in the oversight of

technological risks, including those related to technological

innovation, cybersecurity risks, as well as those inherent to third-

party management and operational resilience.

• Continue to monitor opportunities that digital assets could bring

to the Group, with a key focus on collaborative initiatives already

in place, assessing their associated risks and ensuring alignment

with supervisory and regulatory expectations.

• Remain focused on discharging its role in the most tangible and

effective manner.

Annual report 2025321

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 4.11 International advisory board

#### Composition

The chart below shows the composition of the International advisory board, with an overview of its members' experience.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Sheila C. Bair  Former Chair of the Federal Deposit Insurance Corporation  and former President of Washington College. |  |
|  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Francisco D’Souza  Managing Partner and co-founder at Recognize. |  |
|  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Carolyn Everson  Director at The Coca-Cola Company, The Walt Disney  Company and Under Armour. Former President of Instacart  and former vice-president of Global Business Group at  Facebook (Meta). |  |
|  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | José Fernández da Ponte  President and Chief Growth Officer of the Stellar  Development Foundation. Former Senior Vice President and  General Manager of Blockchain, Crypto, and Digital Currencies  at PayPal. |  |
|  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Juan Ignacio Gallardo Thurlow  Chair of Organización Cultiba, Grupo Azucarero México and  Grupo GEPP (PepsiCo bottling company in Mexico). |  |
|  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | George Kurtz  Founder of CrowdStrike. Former Chief Technology Officer of  McAfee. |  |
|  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Mike Rhodin  Director of Acoustic. Former board member of TomTom  Symbotic, Precisely and HZO, and former Senior Vice  President of IBM. |  |
|  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Nadia Schadlow  Senior fellow of Hudson Institute. Former Deputy National  Security Advisor for Strategy and former Assistant to the  President of the United States. |  |
|  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | James Whitehurst  Chair of Unity Technologies. Former President of IBM and  former CEO of Red Hat. |  |
|  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Jaime Pérez Renovales  SECRETARY |  |
|  |  |  |

#### Functions

The international advisory board provides the Group with expert

insight primarily into innovation, digital transformation,

cybersecurity and new technologies, as well as into capital

markets, corporate governance, branding, reputation, regulation

and compliance.

Its members are external and not members of the board. They are

prominent and respected international leaders who have extensive

experience in the most relevant areas to the Group's strategy, in

particular in the US and European markets.

#### Meetings

The international advisory board meets at least twice a year. In

2025,  it met in May and October. It addressed key strategic topics

of our transformation agenda within the current macroeconomic

environment. In particular, it covered the opportunities and

implications of our data & AI strategy.

In addition, the international advisory board conducted in-depth

analysis on certain global businesses, with a special focus on

innovation and value-added solutions in the payments ecosystem,

as well as the opportunities that various digital assets may

represent for the Group.

Annual report 2025322

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 4.12 Related-party transactions and other

#### conflicts of interest

#### Related-party transactions

This section contains the related-party transactions report referred

to in recommendation 6 of the Spain's Corporate Governance Code

and that the audit committee issued on 19 February 2026.

#### Directors, senior managers and shareholders

In accordance with Spanish Law and the Rules and regulations of

the board, the approval of related-party transactions, i.e. those

carried out by Banco Santander or its subsidiaries with directors,

shareholders who hold at least 10% of voting rights or sit on the

board (although Banco Santander does not have any shareholders

with these characteristics), or parties considered 'related parties'

under the International Financial Reporting Standards, corresponds

to:

• shareholders at the general meeting if the value of the

transaction is equal to or greater than 10% of the assets on the

last consolidated balance sheet; or

• the board of directors in all other cases.

Pursuant to the statutory authorization established for these

purposes and to the Rules and regulations of the board, as well as

on the audit committee’s recommendation, our board delegated

authority to bodies, committees and competent proxies to approve

related-party transactions that meet these requirements:

• they are carried out under agreements with standard terms that

would generally apply to customers who contract for the same

product or service;

• they are made at prices or rates set by the supplier of such

products or services or, where such products or services have no

set prices or rates, under regular market conditions as in

business relations with similar customers; and

• they do not exceed 0.5% of the net annual income as stated in

the last consolidated financial statements approved at the

general meeting.

With regard to related-party transactions that have been

delegated, the board approved an internal reporting and

monitoring procedure under which twice a year the audit

committee oversees the suitability of the information on the

related-party transactions carried out, confirms their fairness and

transparency, and assesses their proper approval, before reporting

its findings to the board.

The board also has an internal approval mechanism for non-

banking and other transactions that do not meet the three

delegation requirements. It sets out the conditions that these

transactions must comply with in order to protect corporate

interest.

The board and audit committee check that transactions with

related parties are fair and reasonable to Banco Santander and,

where applicable, to shareholders other than the relevant related

party.

If a related-party transaction must be approved at the general

meeting or by the board, the audit committee must issue a

preliminary report about it in the terms set out by law. However,

the law does not require this report for related-party transactions

that are approved under the board's delegated authority and meet

the audit committee’s requirements.

Board members must recuse themselves from all deliberations and

votes on resolutions about a related-party transaction if they have

a conflict of interest with it.

In 2025, the audit committee, in the course of its duties, found that

no director or senior manager, nor any related party as defined

under the International Financial Reporting Standards, carried out

transactions with Banco Santander or its subsidiaries that were

deemed significant or material to the entity or to the related party,

or under non-market conditions.

The audit committee confirmed that all related-party transactions

in 2025, including those authorized with delegated board powers,

had been performed correctly. It conducted a bi-annual review of

their conformity to the law and the Rules and regulations of the

board, and to the conditions set by board resolution. It verified the

transactions' alignment with the internal reporting and monitoring

procedure, that they met the fairness and transparency

requirements established in the aforementioned rules, and that

they were fair, reasonable and carried out under market conditions

(see the audit committee activities report under section [4.5 'Audit](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535)

[committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535)).

Banco Santander has a policy for the admission, authorization and

monitoring of financing transactions by Banco Santander or any of

its Group entities to directors and senior managers as well as to

their spouse (or similar partner), a child who is a minor or is

financially dependent, or a company controlled by a director or a

senior manager whose business is to hold assets for the sole

purpose of managing their personal or family wealth. The policy

sets out general maximum borrowing rules, interest rates and

other conditions that apply to related-party transactions, which are

similar for all other employees. It dictates that such transactions

must be approved by the board. In addition, loans, credit facilities

and guarantees granted by Banco Santander to its directors and

senior managers must be subsequently authorized by the ECB,

except in case of transactions made:

• under a collective agreement signed by Banco Santander, with

similar terms and conditions to transactions with any employee;

or

• under agreements with standard conditions that generally apply

to a large number of customers, if the amount granted to the

beneficiary or their related parties does not exceed EUR 200,000.

Note [5.f) 'Loans'](#ife41ae067f2c4d8fa0afb163aea8070b_35775) to the consolidated financial statements describes

the direct risk Grupo Santander maintained with board members as

at 31 December 2025. The terms and conditions of these

transactions are consistent with market conditions or with those

entered into with employees, and allocate payments in kind where

appropriate.

#### Intra-group transactions

The law does not consider direct or indirect transactions with a

wholly-owned subsidiary to be 'related-party', nor does it

transactions with other subsidiaries or investees provided that no

party related to Banco Santander holds an interest in such

subsidiary or investee. Thus, Santander monitors subsidiaries or

Annual report 2025323

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

investees’ observance of the related-party transactions rules if they

can be affected by a conflict of interest.

The rules and approval bodies and procedures that apply to

intragroup transactions are the same as for transactions with

customers. There are control mechanisms in place to ensure they

are conducted under market conditions.

Note [53 'Related parties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1240) to the consolidated financial statements

and note 47 'Related parties' to the individual financial statements

state the balance of transactions with associates and joint

ventures, as well as with directors, senior managers and their

related parties.

#### Other conflicts of interest

Banco Santander has internal rules and procedures for preventing

and managing conflicts of interest that can arise from the Group's

operations, including with directors and senior managers, as well

as between Group companies.

#### Directors and senior managers

The Rules and regulations of the board stipulate that our directors

must abstain from deliberating and voting on resolutions in which

they or any persons related to them have a direct or indirect

conflict of interest, and adopt necessary measures to avoid

situations in which their direct or indirect interests may enter into

conflict with corporate interests or their duty towards Banco

Santander.

Directors must refrain, amongst others, from using Banco

Santander’s name or their position to exert undue influence on

private transactions; using corporate assets for private purposes;

using business opportunities for personal gain; obtaining favours

or remuneration from others for being directors; and engaging in

activities for themselves or others that will put them and Banco

Santander in competition or permanent conflict.

Directors must report to the board conflicts of interest, whether

direct or indirect, that they or their related parties may have with

Banco Santander, which are to be disclosed in the financial

statements and in the corporate governance report. The

nomination committee oversees compliance with the rules set

from time to time to avoid potential conflicts of interest in other

roles held by directors.

In 2025, no director reported a conflict of interest with Santander.

Nonetheless, in 2025 there were 40 abstentions in the deliberation

and voting on certain matters at board and committee meetings,

broken down as follows: seven instances where directors did not

vote on resolutions on their re-election, or their appointment as

members of the boards of companies within the Grupo Santander;

11 instances concerning remuneration; eight instances relating to a

transaction between Banco Santander and a director or their family

members; and 14 instances where directors removed themselves

during the review of their status and suitability.

Our General code of conduct and the policy on conflicts of interest

for Group directors, senior management and employees set out the

guidelines we follow to prevent and manage conflicts of interest

that may arise.

Persons subject to the conflicts of interest policy must follow the

process established for such cases, informing their immediate line

manager and, where appropriate, the compliance & conduct

function, of the existence and nature of the conflict. The matter

will be resolved by the head of the area concerned or, where it

affects several areas, by the head of the areas involved.

The Code of conduct in security markets (CCSM), which directors

and senior managers follow, provides mechanisms to recognize

and resolve conflicts of interest. It also dictates that directors and

senior managers must provide the compliance function with a list

of their connections (individuals and entities), and they must keep

it up to date.

The CCSM also dictates that directors, senior managers and related

parties should not trade Grupo Santander’s securities during

restricted periods (i.e. from one month prior to the announcement

and publication of the quarterly, half-year or annual results).

Moreover, they should not carry out opposite trades that involve

the same class of securities issued by Group companies within 30

days from the time they are bought or sold.

The CCSM can be found on our corporate website.

#### Group companies

Pursuant to the conflict of interest policy, in a conflict of interest

with a listed subsidiary, Banco Santander, as the parent company,

must consider the interests of all its subsidiaries and how these

interests contribute to the long-term interests of both the

subsidiaries and the Group as a whole, as well as the presence of

minority shareholders in them. Subsidiaries should also consider

the interests of Grupo Santander when making decisions within

their remit.

Grupo Santander structures governance on a system of rules that

guarantees proper oversight over subsidiaries. We have a Group-

subsidiary governance model that sets out the key rules for Group-

subsidiary relations and conflict of interest resolution mechanisms.

For more details, see section [7. 'Group structure and internal](#i6ecb2a0d58d04b53bfadfa2a833efaa7_586)

[governance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_586).

Banco Santander is the Group’s only company listed in Spain and,

therefore, we are not required to have mechanisms in place to

resolve conflicts of interest with other listed subsidiaries.

Annual report 2025324

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

5. Senior management team

The table below shows the profiles of Banco Santander’s senior management team (Senior Executive Vice Presidents). It does not include

executive directors, whose profiles are in section [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508).

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| --- | --- | --- |
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|  | Daniel Barriuso  GLOBAL HEAD OF RETAIL & COMMERCIAL BANKING AND  GROUP CHIEF TRANSFORMATION OFFICER  Daniel Barriuso joined Grupo Santander in 2017 as Global  Head of Cybersecurity and Fraud Prevention. In 2023, he was  named Senior Executive Vice President, Chief Transformation  Officer, and Global Head of Retail and Commercial Banking.  Previously, he had held several executive roles at BP, Credit  Suisse and ABN AMRO. |  |
|  |  |  |

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| --- | --- | --- |
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|  | Julia Bayón  GROUP CHIEF AUDIT EXECUTIVE  Julia Bayón joined Grupo Santander in 1994 and was Head of  Banesto’s International and Wholesale Banking legal service  from 2001 to 2013, when she moved on to running the legal  service for Global Transaction Banking, Credit and  Restructuring at Banco Santander. In 2016, she became Head  of Legal for Corporate & Investment Banking. In 2021, she  was appointed Head of the Legal Service for Business and  deputy secretary of the Banco Santander board of directors.  In 2024, she became Group Senior Executive Vice President  and CAE. |  |
|  |  |  |

|  |  |  |
| --- | --- | --- |
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|  |  |  |
|  | Pedro Castro (\*)  GROUP CHIEF RISK OFFICER  Pedro Castro joined Grupo Santander in 1993, where he has  held various senior management positions at Santander  Portugal. He has been a member of the board of directors of  the Banco Santander Totta since 2007 and has served as Vice  Chair of the board and CEO since January 2019. Between  2023 and 2024, he was Regional Head of Europe for  Santander Group. He also serves on the boards of Santander  UK and PagoNxt since 2023. |  |
|  |  |  |

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| --- | --- | --- |
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|  | Juan Manuel Cendoya  GROUP HEAD OF COMMUNICATIONS, CORPORATE  MARKETING AND RESEARCH  Juan Manuel Cendoya joined Grupo Santander in 2001 as  Group Senior Executive Vice President (director general) and  Group Head of the Communications, Corporate Marketing  and Research division. In 2016, he was appointed Vice Chair  of the board of directors and Head of Institutional and Media  Relations of Santander España. Previously, he had been Head  of the Legal and Tax department of Bankinter, S.A. He is a  State Attorney for Spain. |  |
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| --- | --- | --- |
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|  | José Antonio García Cantera  GROUP CHIEF FINANCIAL OFFICER  José Antonio García joined Grupo Santander in 2003 as Group  Senior Executive Vice President (director general) of Global  Wholesale Banking of Banesto and was appointed CEO in  2006. He became Senior Executive Vice President of Global  Corporate Banking at Banco Santander in 2012 and Group  CFO in 2015. Previously, he had served on the board and on  the management committee of Citigroup EMEA, as well as  on the board of directors of Citigroup Capital Markets UK. |  |
|  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Javier García-Carranza  GLOBAL HEAD OF WEALTH MANAGEMENT & INSURANCE  Javier García-Carranza joined Grupo Santander in 2016 as  Global Head of Corporate Holdings and Investment  Platforms before being appointed Global Head of Wealth  Management & Insurance in 2024. Previously, he was Head  of Principal Investments and Investment Banking for Europe,  the Middle East and North Africa (EMEA) at Morgan Stanley. |  |
|  |  |  |

(\*) Appointment effective as of 1 March 2026. Pedro de Castro replaces Mahesh Aditya.

Annual report 2025325

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- |
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|  | David Hazell  GROUP CHIEF COMPLIANCE OFFICER  David Hazell joined Grupo Santander in 2012 as Chief  Conduct & Compliance Officer of Santander UK. In 2018, he  was named CCO of Santander Holdings USA and in 2022 took  the same role at Santander Bank N.A. In 2024, he became  Group Senior Executive Vice President and Group Chief  Compliance Officer. Previously, he was Director of Risk and  Regulation at Ernst & Young LLP (2004-2009), Director of  Governance, Risk and Compliance at  PricewaterhouseCoopers LLP (2009-2010), and Operational  & Regulatory Risk Director at Aviva plc (2010-2012). |  |
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| --- | --- | --- |
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|  |  |  |
|  | José María Linares  GLOBAL HEAD OF CORPORATE & INVESTMENT BANKING  José María Linares joined Grupo Santander in 2017 as Senior  Executive Vice President (director general) and Global Head  of Corporate and Investment Banking. Previously, he served  as director and senior equity analyst at Société Générale  (1997-1999). He joined J.P. Morgan in 1999, where he was  appointed managing director and Head of Global Corporate  Banking (2011-2017). |  |
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| --- | --- | --- |
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|  | Mónica López-Monís  GROUP HEAD OF SUPERVISORY AND REGULATORY RELATIONS  Mónica López-Monís joined Grupo Santander in 2009 as  General Counsel and secretary of the board of Banesto. In  2015, she was appointed Group Senior Executive Vice  President (director general) of Banco Santander and Group  CCO until her appointment in 2019 as Group Head of  Supervisory and Regulatory Relations. Previously, she had  been General Counsel at Aldeasa, S.A. She also was General  Counsel at Bankinter, S.A., as well as independent director at  Abertis Infraestructuras, S.A. She is a State Attorney for  Spain. |  |
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| --- | --- | --- |
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|  | José Luis de Mora  GROUP HEAD OF CORPORATE DEVELOPMENT AND FINANCIAL  PLANNING  José Luis de Mora joined Grupo Santander in 2003 to head  the Group’s Strategic Plan Development and Acquisitions. In  2015, he was appointed Group Senior Executive Vice  President (director general) and Group Head of Corporate  Development and Financial Planning. He was also Head of  Strategy (2019-2023) and Global Head of Digital Consumer  Bank (2020-2025). |  |
|  |  |  |

|  |  |  |
| --- | --- | --- |
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|  | Juan Olaizola  GROUP CHIEF OPERATING & TECHNOLOGY OFFICER  Juan Olaizola joined Grupo Santander in 2005 as Chief  Operating Officer of Santander UK. In 2017 he was  appointed Head of Technology & Operations for Spain and  Europe, and in 2022 became CEO of PagoNxt Payments Hub.  In 2025, he was appointed Group Senior Executive Vice  President and Group Chief Operating & Technology Officer.  Previously, he held various senior management positions at  IBM Financial Services Consulting. |  |
|  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Jaime Pérez Renovales  GROUP GENERAL COUNSEL  See profile in section [4.1 'Our directors'.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) |  |
|  |  |  |

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| --- | --- | --- |
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|  |  |  |
|  | Nitin Prabhu  GLOBAL HEAD OF DIGITAL CONSUMER BANK  Nitin Prabhu joined Grupo Santander in January 2025 as  Senior Executive Vice President and Global Head of Digital  Consumer Bank. From 2012, he worked at PayPal, holding  leadership roles spanning the payments, consumer and  merchant businesses, and where he became Senior Vice  President of Small and Medium Sized Businesses and  Financial Services Products. Prior to PayPal, he worked at  eBay and consulted with Fortune 1000 companies globally. |  |
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| --- | --- | --- |
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|  | Manuel Preto  GROUP CHIEF ACCOUNTING OFFICER  Manuel Preto joined Grupo Santander in 1996 and has held  various positions at Santander Portugal and in the Group. In  2019, he was appointed deputy CEO, CFO and Head of  Strategy of Santander Portugal. In 2025, he was appointed  Group Senior Executive Vice President and GAO Officer. |  |
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| --- | --- | --- |
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|  | Javier Roglá  GROUP HEAD OF PEOPLE, CULTURE & ORGANIZATION  Javier Roglá joined Grupo Santander in 2016 as Global Head  of Santander Universities and CEO of Universia. In 2021 he  became Group Senior Executive Vice President and Chief  Talent Officer, and in 2024 was appointed Head of the  Group’s People, Culture & Organization division. He was a  member of the board of Teach for All (2017-2025) and  previously a business development consultant at Endesa and  principal at Boston Consulting Group, as well as co-founding  and running Fundación Empieza por Educar. |  |
|  |  |  |

Annual report 2025326

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

6. Remuneration

Sections [6.1](#i6ecb2a0d58d04b53bfadfa2a833efaa7_565) , [6.2](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568),  [6.3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571) ,  [6.5](#i6ecb2a0d58d04b53bfadfa2a833efaa7_577) ,  [6.6](#i6ecb2a0d58d04b53bfadfa2a833efaa7_580) ,  [6.7](#i6ecb2a0d58d04b53bfadfa2a833efaa7_583) , [9.4](#i6ecb2a0d58d04b53bfadfa2a833efaa7_631) and  [9.5](#i6ecb2a0d58d04b53bfadfa2a833efaa7_634) comprise the annual

report on directors’ remuneration that will be submitted to the

consultative vote of the general shareholders' meeting.

Likewise, sections [6.4](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574) and  [6.5](#i6ecb2a0d58d04b53bfadfa2a833efaa7_577)  set out the directors' remuneration

policy for 2026 ,  2027 and 2028, which will be put to the binding

vote of the general shareholders' meeting.

The annual report on directors' remuneration and the directors'

remuneration policy for 2026 , 2027  and 2028 were approved by

the board of directors on 24 February 2026 . All directors were

present at the time of vote casting and voted in favour.

The remuneration policy for directors in force as of the date of this

report is available on our corporate website.

#### Introduction

#### Brief summary of strategic accomplishments in 2025

• Banco Santander reported an attributable profit of €14,101

million in 2025, up 12% year-on-year (or +16% in constant

euros), marking another record year, with total customers

reaching 180 million for the first time after adding eight million

customers in the year. Strong results were driven by resilient net

interest income, record fees and efficiency gains, with continued

improvement in credit quality.

• The group continued to increase profitability and create value for

shareholders, achieving a RoTE of 16.3% (+0.8 percentage

points) post-AT1, EPS of €0.91 (+17%) and TNAV per share of

€5.76 at year-end 2025. Including cash dividends paid during the

year, total value creation (TNAV plus cash dividend per share)

rose by 14%.

• These accomplishments enabled us to exceed our strategic goals

set for 2025 bonus pool, mainly in capital and recurrence ratios

and customer growth, so the total variable remuneration of the

executive directors increased by 7% compared to the previous

year. This increase was approved by the board of directors, taking

into account a context of strict cost discipline, which once again

led to a reduction in the proportion represented by executive

directors’ total remuneration relative to the underlying

attributable profit (down to 0.17% this year).

Active shareholder engagement and evolution of the

#### remuneration policy

In light of the voting results at the 2024 AGM, where support for

the remuneration policy fell to a record low, the board launched

active shareholder engagement to strengthen alignment between

the remuneration framework, investor expectations, and

sustainable, long-term value creation.

Throughout 2024, the Group continued to engage fully with our

top institutional investors and proxy advisors (ISS and Glass Lewis),

which our Lead Independent Director and Chair of the

remuneration committee, Glenn Hutchins, led on. The aim was to

understand what influenced the voting outcome, assess investor

expectations regarding pay and performance alignment, and

identify areas for improvement in our remuneration framework.

The feedback we received led to several amendments to the

remuneration policy for 2025. These amendments sought to

strengthen the link between remuneration and performance,

increase the weighting of long-term incentives, raise the level of

performance requirements linked to total shareholder return, and

increase the proportion of variable remuneration paid in

instruments.

The significant upturn in the 2025 AGM voting results

demonstrates investors’ appreciation of the engagement that the

board undertook, as well as the board’s and the remuneration

committee’s responsiveness to the feedback and concerns raised.

The global proposals put forward received 98.7% of votes in

favour, while support for the remuneration policy soared from

74.8% in 2024 to 96.35% in 2025.

In line with best corporate governance practices, Banco Santander

continued to engage with shareholders and proxy advisors

throughout 2025. Investors broadly viewed the amendments to

the 2025 remuneration policy as positive and didn’t raise the need

for additional amendments to the key elements we addressed last

year.

Thus, the proposed remuneration policy for 2026 centres on

further aligning the remuneration framework with the strategic

priorities that we presented at the 2026 Investor Day. The Group

reviewed the structures of both short- and long-term incentives

and their associated metrics and weightings to make sure that they

foster the execution of our strategy and sustainable, long-term

shareholder value.

Moreover, in line with investor feedback, Banco Santander has

further progressed in simplifying the quantitative and qualitative

components of the bonus scorecard to increase clarity and

understanding.

The board considers that this approach consolidates a stable and

transparent remuneration framework that aligns well with the

new strategy, reinforces pay-for-performance principles, supports

long-term performance, and continues to match shareholders’

expectations.

Annual report 2025327

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

As part of our commitment to transparency and shareholder

engagement, Banco Santander’s 2025 report even builds on the

detail regarding the process that the remuneration committee

follows to draw up the remuneration policy and set executive

director remuneration. In particular, the report continues to provide

clear information on the criteria we used to select our peer group

and conduct the annual review of directors’ remuneration to

ensure that our remuneration policy remains competitive and

consistent with best sector practice, and strengthens alignment

with performance and sustainable, long-term shareholder value

creation.

#### 6.1 Principles of the remuneration policy

#### Directors' remuneration in their capacity as such

The board of directors sets the individual remuneration of directors

(including executive directors) for the performance of supervisory

and collective decision-making duties within the amount fixed by

shareholders and commensurately with the roles they perform on

the collective decision-making body, their committee membership

and attendance, and other objective circumstances the board might

consider.

#### Remuneration of directors for executive duties

Banco Santander’s remuneration policy for executive duties (which

also generally applies to Banco Santander employees) dictates

that:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 1 |  | Remuneration must be in line with shareholders and  customers' interests, conducive to creating long-term  value and compatible with our rigorous risk  management, long-term strategy and values, as well as  with maintaining a sound capital base. |
|  |  |  |
| 2 |  | Fixed remuneration must make up a significant  proportion of total compensation. |
|  |  |  |
| 3 |  | Variable remuneration must reward performance for  achieving individual, business unit and, as the case may  be, Group targets. |
|  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 4 |  | The global remuneration package and its structure must  be competitive in order to attract and retain talent. |
|  |  |  |
| 5 |  | Remuneration decisions must be free of conflicts of  interest and discrimination of any kind different from that  based on the performance assessment of objectives and  corporate behaviours. Remuneration must be free of  gender-based bias and help eliminate inequalities that  could result from it. |

The remuneration elements the policy lays down include necessary

mechanisms to ensure remuneration will be conducive to achieving

strategic and long-term sustainability objectives of Banco

Santander.

Accordingly, it bases executive directors and senior managers’

variable pay on pre-determined, specific and quantifiable financial,

sustainable and value-creation targets that are consistent with

Banco Santander’s interests, including in regard to environmental,

social and governance matters.

For more details, please see section [6.3 'Remuneration of directors](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571)

[for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571) about the policy's application in 2025  and

section [6.4 'Directors' remuneration policy for 2026, 2027 and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574)

[2028'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574) about the remuneration policy for 2026 and subsequent

years.

Lastly, the remuneration committee and the board enlisted the

assistance of Willis Towers Watson to:

• Compare markets and entities similar to the Group in size,

characteristics and operations using relevant data for setting

remuneration.

• Estimate the fair value of variable remuneration linked to long-

term objectives.

6.2 Remuneration of directors for

supervisory and collective decision-

#### making duties: policy applied in

2025

A. Composition and limits

According to our Bylaws, the remuneration of directors in their

roles consists of a fixed annual amount set at the general

shareholders' meeting. This amount remains in effect until

shareholders vote to amend it, even though the board may reduce

it in the years it deems appropriate. At the AGM, remuneration for

2025 was set at EUR 6 million (a limit that has not been updated

since 2012 and whose amount finally consumed has been

systematically lower), which included (a) an annual allotment and

(b) attendance fees.

Santander has taken out a civil liability insurance policy for

directors and other executives of the Group, subject to usual terms

proportionate to its circumstances.

Directors can receive shares, share options or other forms of share-

based compensation, subject to prior approval at the general

meeting. Directors can also receive other compensation following

a proposal made by the remuneration committee and upon

resolution by the board of directors, as may be deemed

appropriate, in consideration for the performance of other duties in

Banco Santander, whether they are executives' duties or not, in

addition to their oversight and collective decision-making as board

members.

None of the non-executive directors are entitled to receive any

benefit on the occasion of their removal from office.

Annual report 2025328

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

B. Annual allotment

For 2025, the board of directors, upon the recommendation of the

remuneration committee, approved a 3% increase in the annual

allotments payable to the chair and members of the board and its

committees (including the executive committee), as well as to the

lead independent director and the non-executive Vice Chair.

Each director received, in respect of 2024 and 2025, the amounts

corresponding to their service on the board and its committees,

with such amounts determined by the specific position held, as

detailed in the table below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Amount per director in euros | 2025 | 2024 |
| Members of the board of directors | 100,940 | 98,000 |
| Members of the executive committee | 175,100 | 170,000 |
| Members of the audit committee | 44,290 | 43,000 |
| Members of the nomination committee | 28,840 | 28,000 |
| Members of the remuneration committee | 28,840 | 28,000 |
| Members of the risk supervision, regulation and compliance committee | 44,290 | 43,000 |
| Members of the responsible banking, sustainability and culture committee | 28,840 | 28,000 |
| Members of the innovation and technology committee | 28,840 | 28,000 |
| Chair of the audit committee | 72,100 | 70,000 |
| Chair of the nomination committee | 51,500 | 50,000 |
| Chair of the remuneration committee | 51,500 | 50,000 |
| Chair of the risk supervision, regulation and compliance committee | 72,100 | 70,000 |
| Chair of the responsible banking, sustainability and culture committee | 51,500 | 50,000 |
| Chair of the innovation and technology committee | 72,100 | 70,000 |
| Lead independent directorA | 113,300 | 110,000 |
| Non-executive Vice Chair | 30,900 | 30,000 |

A. Glenn Hutchins has been allocated a total annual remuneration of EUR 700,000, including annual allotments and attendance fees, in consideration of the time commitment

and dedication required to perform his roles.

C. Attendance fees

In line with the adjustment to the annual allotments, the board of

directors approved a 3% increase in attendance fees for 2025

compared with 2024.

Accordingly, attendance fees for meetings of the board and its

committees (with the exception of the Executive Committee, for

which no attendance fees are payable) amounted, for the last two

years, to the totals set out in the table below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Attendance fees per director per meeting in euros | 2025 | 2024 |
| Board of directors | 2,785 | 2,704 |
| Audit committee and risk supervision, regulation and compliance committee | 1,821 | 1,768 |
| Other committees (excluding executive committee) | 1,606 | 1,560 |

Annual report 2025329

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### D. Breakdown of Bylaw-stipulated emoluments

Total director Bylaw-stipulated emoluments and attendance fees

received amounted to EUR  5.3 million in 2025 (EUR 5.4 million

in 2024). Despite the approved increase in annual allotments and

attendance fees, total remuneration for non-executive duties in

2025 remained below both the maximum amount authorised by

the Annual General Meeting (EUR 6 million, representing a 12%

reduction over this amount) and the 2024 amount.

This decrease was primarily driven by a reduction in the number of

Board and committee meetings held during the year, following

efficiency and governance simplification initiatives.

Each director received the following amounts in respect of these

items:

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Bylaw-stipulated emoluments by director | | | | | | | | | | | | | | | |
|  |  |  | Amount in euros | | | | | | | | | | | | |
| Directors |  |  | 2025 | | | | | | | | | | |  | 2024 |
|  |  | Annual allotment | | | | | | | | | Board and  committee  attendance  fees | Total By-law  stipulated  emoluments  and  attendance  fees |  |  |
| Category | | BoardF | EC | AC | NC | RC1 | RSRCC2 | RBSCC | ITC | Total |  |
| Ana Botín | Executive | | 100,940 | 175,100 | — | — | — | — | — | 28,840 | 304,880 | 43,810 | 348,690 |  | 368,416 |
| Héctor Grisi | Executive | | 100,940 | 175,100 | — | — | — | — | — | 28,840 | 304,880 | 43,810 | 348,690 |  | 352,472 |
| José  Antonio  Álvarez | Other  external | | 131,840 | 175,100 | — | — | — | 44,290 | — | 28,840 | 380,070 | 67,268 | 447,338 |  | 382,472 |
| Glenn  Hutchins | Independent | | 412,342 | — | — | 28,840 | 80,340 | — | — | 100,940 | 622,462 | 77,538 | 700,000 |  | 700,000 |
| Homaira  Akbari | Independent | | 100,940 | — | 44,290 | — | — | — | 28,840 | 28,840 | 202,910 | 80,762 | 283,672 |  | 285,088 |
| Javier BotínA | Other  external | | 100,940 | — | — | — | — | — | — | — | 100,940 | 36,207 | 137,147 |  | 143,968 |
| Sol Daurella | Independent | | 100,940 | — | — | 28,840 | 28,840 | — | 80,340 | — | 238,960 | 74,752 | 313,712 |  | 292,171 |
| Henrique de  Castro | Independent | | 100,940 | — | 44,290 | — | 28,840 | — | — | 28,840 | 202,910 | 80,332 | 283,242 |  | 300,064 |
| Gina Díez | Independent | | 100,940 | — | — | 28,840 | — | — | 28,840 | — | 158,620 | 63,083 | 221,703 |  | 224,928 |
| Luis Isasi | Other  external | | 100,940 | 175,100 | — | — | 28,840 | 44,290 | — | — | 349,170 | 73,693 | 422,863 |  | 439,776 |
| Belén  Romana | Independent | | 100,940 | 175,100 | 44,290 | 80,340 | — | 44,290 | — | 28,840 | 473,800 | 107,003 | 580,803 |  | 598,888 |
| Pamela  Walkden | Independent | | 100,940 | — | 44,290 | — | — | 116,390 | 28,840 | — | 290,460 | 92,548 | 383,008 |  | 380,246 |
| Germán de  la Fuente | Independent | | 100,940 | — | 116,390 | — | — | 44,290 | — | — | 261,620 | 82,697 | 344,317 |  | 338,000 |
| Carlos  Barrabés B | Independent | | 100,940 | — | — | 28,840 | — | — | 28,840 | 28,840 | 187,460 | 71,113 | 258,573 |  | 128,179 |
| Antonio  WeissC | Independent | | 100,940 | — | — | — | 28,840 | — | — | — | 129,780 | 50,234 | 180,014 |  | 71,721 |
| Bruce  Carnegie-  Brown  D | Independent | | — | — | — | — | — | — | — | — | — | — | — |  | 77,875 |
| Ramiro  MatoE | Independent | | — | — | — | — | — | — | — | — | — | — | — |  | 271,208 |
| Total |  |  | 1,856,402 | 875,500 | 293,550 | 195,700 | 195,700 | 293,550 | 195,700 | 302,820 | 4,208,922 | 1,044,850 | 5,253,772 |  | 5,355,470 |

A. All amounts received were reimbursed to Fundación Botín.

B. Director and member of the NC, RBSCC and ITC since 27 June 2024.

C. Director since 27 June 2024.

D. Stepped down as director on 22 June 2024.

E. Stepped down as director on 27 March 2024.

F. Also includes emoluments for other roles in the board.

Executive committee (EC), Audit committee (AC), Nomination committee (NC), Remuneration committee (RC), Risk supervision, regulation and compliance committee

(RSRCC), Responsible banking, sustainability and culture committee (RBSCC), Innovation and technology committee (ITC).

Changes in the chairship or membership of the committees:

1. Antonio Weiss was appointed member of the RC on 1 January 2025.

2. José Antonio Álvarez was appointed member of the RSRCC on 1 January 2025.

Annual report 2025330

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 6.3 Remuneration of directors

#### for executive duties

#### i) How we set executive directors pay

In Banco Santander we set the remuneration structure for

executive directors by considering company performance as well

as Santander's unique individual circumstances such as multiple

stock exchange listings, the wide geographical distribution of the

company’s operations, sales and employees, and the clear

industry-specific pressures in terms of talent attraction and

retention. As explained below, we conduct an annual

benchmarking analysis for the Executive Chair and CEO positions in

order to establish a framework of reference for what competitors

are paying.

#### ii) How we determine our peer group

Banco Santander conducts an annual comparative review of

executive directors’ and top management remuneration against a

peer group comprised of global banks. Because we have extensive

international operations and we compete for talent on a global

scale, our peer group reflects these characteristics. While two-

thirds of the companies in our comparator group are European, we

include banks from the Brazil and US due to the strong presence of

Santander in those countries (this presence is expected to be

further strengthened, subject to obtaining the relevant regulatory

and corporate approvals, following the acquisition of Webster,

announced on 3 February 2026). For instance, nearly 50% of

revenue and over 60% of total customers came from the Americas

in 2025, making this region a critical market for us both from a

business perspective and as a source of talent.

To select the peer group, Group governing bodies follows a robust

process that takes into account and ranks potential peers on the

following criteria: market capitalization, scale, brand recognition,

geographical diversification, business model and regulatory

framework.We regularly review the validity of our peer group and

make the necessary changes to ensure it properly reflects our

business and talent markets.

Following an assessment in 2025, we determined that for 2025

our peer group should remain unchanged from 2024 and also from

2023. The group comprises the following companies:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Spain.jpg | BBVA |  | Netherlands.jpg | ING |  |
|  |  | BNP Paribas |  | Brazil.jpg | Itaú |  |
|  | US.jpg | Citi |  | Canada.jpg | Scotiabank |  |
|  |  | Crédit Agricole |  | Italy.jpg | Unicredit |  |
|  | UK.jpg | HSBC |  |  |  |  |
|  |  |  |  |  |  |  |

Why did we choose these banks for the peer analysis? Because the

selection of these entities allows:

• To ensure a comparison under similar macroeconomic and

regulatory landscape.

• To analyse and to identify market trends and dynamics.

• To capture the latest developments in the banking industry.

• To monitor banks with similar size, performance, geographic

footprint, business model and strategy.

• To identify outliers and best practices across the sector.

Market Cap (EUR bn) at 2025 closing date

|  |
| --- |
|  |
|  |

![2506]()

#### iii) Performance-based Pay and alignment with

#### shareholder value

Our remuneration system is based on the pay-for-performance

principle, whereby a significant portion of each executive director’s

remuneration depends on the level of achievement of a set of

predefined objectives, as well as on shareholder return, with no

guaranteed entitlement. In this regard, variable pay outcome

depends on the achievement of the entity’s targets, which are

aligned with its corporate strategy and directly contribute to value

creation for shareholders.

The main purpose of our incentive system is to promote

sustainable long-term value creation and to ensure appropriate

alignment between the interests of executive directors and those

of shareholders.

In this sense, for year 2025:

• 64% and 57% of our Executive Chair’s and CEO's total

compensation, respectively, is performance-based.

• 40% of our executive director’s total variable remuneration is

subject to long-term metrics that include relative TSR, RoTE and

other sustainability metrics and therefore strengthen the

alignment of our executive director’s interests with the

shareholder’s interests in the long-term.

• Additionally, 60% of their variable remuneration is delivered in

the form of equity instruments (mainly Banco Santander S.A.

shares).

Annual report 2025331

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Targets related to performance metrics are intended to be

challenging, with payout levels established after considering

different upside/downside scenarios, sensitivity analysis and year-

over-year growth comparisons, to ensure rigorous and coherent

alignment of executive payouts to performance, consistent with

best practices in corporate governance.

#### iv) How we include sustainability metrics in the variable

#### incentive scheme

The current remuneration policy incorporates mechanisms that link

variable remuneration to the achievement of financial,

sustainability, and value creation objectives. These objectives are

specific, measurable, and aligned with the bank's interests,

encompassing environmental, social, and governance

(sustainability) factors. For further details, see section I.

#### v) Summary of executive remuneration composition

The policy on directors’ remuneration for executive duties in 2025 was approved by the board of directors and put to a binding vote at the

2025 AGM, with 96.35% votes in favour. The table below summarizes the main items of remuneration policy of Ana Botín and Héctor Grisi.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Component | Type |  | Policy |  |  | Effective in 2025 |  |
|  |  |  |  |  |  |  |  |
| Gross annual  salary | Fixed |  | → Paid in cash on a monthly basis. |  |  | Ana Botín: EUR 3,435 thousand.  Héctor Grisi: EUR 3,150 thousand. |  |
| Variable  remuneration | Variable |  | → Calculated on the basis of the director’s individual  target bonus, the level of achievement of annual  quantitative metrics, a qualitative assessment, and  taking into account individual performance .  → 60% of each payment is instruments, consisting of  Banco Santander shares and restricted stock units  (RSU) of PagoNxt, S.L. (PagoNxt).  → The number of instruments is set at the time of the  award.  → 40% of variable remuneration is paid in 2026 .  → The remaining 60% is deferred in five years and  paid in  2027, 2028, 2029 , 2030 and 2031,  according to the annual allocation detailed in the  table below. The vesting of part of these deferred  amounts (which represent 40% of the variable  remuneration), depends on the achievement of  long-term objectives ( 2025-2027 performance  period). |  |  | • Ana Botín: EUR 6,382 thousand target  bonus.  • Héctor Grisi: EUR 4,410 thousand target  bonus.  • See section 6.3 B ii for details on annual  metrics and assessment.  • See section 6.3 B iii for details on individual  variable pay.  • See section 6.3 B iv for details on long-  term metrics. |  |
| Pension scheme | Fixed |  | → Annual contribution of 22% of base salary. |  |  | • No changes. |  |
| Variable |  | → Annual contribution of 22% of 30% of the average  of variable remuneration in the last three years. |  |  | • See section 6.3 C for details on annual  contributions and pension balance. |  |
| Other  remuneration | Fixed |  | → Includes life, accident and medical insurance, and  other in-kind compensation.  → Includes, in the case of the Executive Chair, a fixed  cash supplement (which is neither salary nor  pensionable), introduced following the elimination  of supplementary death and disability benefits. |  |  | • With respect to Ana Botín’s fixed  remuneration supplement, which  originated from the supplementary  pension scheme benefits eliminated in  2018, this component expired in October  2025.  • No fixed remuneration supplement is  payable to Héctor Grisi. |  |
|  | → Payment for non-compete commitment |  |  | No changes. |  |
| Shareholding  policy | N/A |  | → Executive directors also have the obligation to hold  shares for three years from their award date,  unless the director already holds shares for an  amount equivalent to 200% of their net annual  salary (calculated on the basis of their gross  annual salary). In such case, the regulatory  obligation to hold shares is for one year from their  grant date. |  |  | • Policy updated during 2020 to assure  compliance with recommendation 62 to  the Spain's CNMV Corporate Governance  Code.  • Both Ana Botín and Héctor Grisi maintain  an amount in shares higher than 200% of  their fixed pay. |  |

Annual report 2025332

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

The following table shows the remuneration structure for 2025 of both executive directors, according to the aforementioned changes:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| 2025 AWARD |  | % 1 |  | Component | |
|  |  |  |  |  |  |
| Gross Annual  Salary |  | 23% |  | Fixed | |
|  |  |  |  |  |  |
| Board of  Directors'  by-law  stipulated  emoluments |  | 2% |  | Fixed | |
|  |  |  |  |  |  |
| Pension  Contribution |  | 9% |  | Fixed & | Variable |
|  |  |  |  |  |  |
| Rest of  components |  | 6% |  | Fixed | |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Variable  remuneration  ( Target Bonus  x  Achievement  level of Bonus  pool  +/-  Individual  performance) |  | 60% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  | Upfront |  | Deferred | | | | | | | | | | | |  | Cash/  Shares (%) | | |
|  |  |  |  | arrowDeferred.gif | | | | | | | | | | | |  |
|  |  |  | 2026 |  | 2027 |  | 2028 |  | 2029 |  | 2030 | |  | 2031 | | |  |
|  |  |  | 40% |  | 10% |  | 10% |  | 13.33% |  | 13.33% | |  | 13.33% | | |  |
|  |  |  | 20%  20% |  | 5%  5% |  | 5%  5% |  | 3.33%  10% |  | 3.33%  10% | |  | 3.33%  10% | | |  |  |  |  |
|  |  |  |  |  |  |  |  |  | 40%  60% |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  | 40% |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  | arrow36.gif  Additionally subject to long-term goals  achievement | | | | | | | |  |  |  |  |
|  |  |  |  |  |  |  |  |  | rTSR  50% | | | RoTE  30% | | | Sustain-  ability  20% | |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  | arrowAllYellow.gif  Malus/Clawback clauses  arrowAllRed.gif  All payments in shares2 are subject to a one-year retention period and the prohibition  of hedging | | | | | | | | | | | | | | |  |  |  |

Cash     Shares

![EuroAccount.jpg]()

![SantanderFlameBranch.jpg]()

1. Example with Executive Chair 2025 percentages over total remuneration.

2. Executive directors also have the obligation to hold them for three years from their award date, unless the director already holds shares for an amount equivalent to 200% of

their net annual salary (calculated on the basis of their gross annual salary). In such case, the regulatory obligation to hold shares is for one year from their grant date.

![]()

1 As indicated in the first chart in section [6.3 'Remuneration of directors for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571) pension contributions include both fix and variable components, the latter of which

also form part of total variable remuneration.

Annual report 2025333

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

A. Gross annual salary

As part of the annual review of the target compensation of our

executive directors, and on the remuneration committee's

recommendation, the board decided not to increase their gross

annual salaries for year 2025.

Fixed pension contribution continued to be 22% of gross annual

salary for 2025.

Ana Botín’s fixed remuneration supplement expired in October

2025, when she reached the age of 65 initially set at the time this

remuneration component was approved.

Executive directors’ gross annual salary, fixed remuneration

supplement and fixed annual contribution to pensions for 2025

and 2024 were as follows:

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Gross annual salary and other fixed remuneration | | | | | | | | |  |
| EUR  thousand | 2025 | | | |  | 2024 | | | |
| Gross annual  salary | Fixed  remuneration  supplement | Fixed annual  pension  contribution | Total |  | Gross annual  salary | Fixed  remuneration  supplement | Fixed annual  pension  contribution | Total |
| Ana Botín | 3,435 | 399 | 756 | 4,590 |  | 3,435 | 525 | 756 | 4,716 |
| Héctor Grisi | 3,150 | — | 693 | 3,843 |  | 3,150 | — | 693 | 3,843 |
| Total | 6,585 | 399 | 1,449 | 8,433 |  | 6,585 | 525 | 1,449 | 8,559 |

B. Variable remuneration

i) General policy for 2025

The 2025 variable remuneration of the executive directors (tenth

cycle of the deferred multiyear objectives variable remuneration

plan) was approved in early 2026 in accordance with the Directors’

remuneration policy approved by the Annual General Meeting on 4

April 2025. Under this policy, the Variable components 1 of total

remuneration may not exceed 200% of fixed remuneration, as

established by resolution of the AGM.

Pursuant to the policy, the final individual variable remuneration

for each executive director is established by reference to the

overall bonus pool outcome for 2025, their respective target bonus

opportunity and an assessment of their individual performance.

The 2025 bonus pool outcome reflects:

• Performance against short-term quantitative metrics, measured

by reference to the level of achievement of annual objectives

related.

• A qualitative assessment, which may adjust the quantitative

result by no more than ±35 percentage points. Although based

on qualitative indicators, this assessment is not discretionary; it

relies on objective, measurable and audited goals, as described

below.

• Any exceptional adjustment, where applicable, which must be

duly justified and supported by evidence

Further details on the 2025 bonus pool outcome are provided in

the section below.

Individual performance, which was evaluated based on: (i) the level

of achievement of individual objectives aligned with the Group’s

strategic priorities, including, among others, objectives relating to

the advancement of the Group’s global operating model and

transformation agenda, oversight of the Group’s inorganic

strategy, external engagement with key stakeholders, and

leadership of the People Agenda; and (ii) how those objectives

were achieved (the 'How' dimension), which takes into account,

among other factors, adherence to the Group’s corporate

behaviours and leadership style.

Accordingly, the positive or negative result of the individual

performance may decrease or increase the amount resulting from

the individual target bonus multiplied by the result of the

quantitative and qualitative metrics.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Individual  target  bonus |  | Quantitative  metrics and  qualitative  assessment  A |  | Individual  performance |  | Final  individual  variable  remuneration |

A. Any exceptional adjustment supported by evidence

• Payment of the approved incentive is paid 40% in cash and 60%

in instruments, the latter as follows:

• EUR 500,000 and EUR 420,000 in PagoNxt RSU for Ana Botín

and Héctor Grisi, respectively.

• The rest, all in shares of Banco Santander.

•  40% is paid in 2026, once the final amount has been set. The

remaining 60% will be deferred over five years (subject to long-

term metrics) as follows:

• The deferred amounts payable in 2027 and 2028 (20% of the

total), will be paid if none of the malus clauses described

below are triggered.

• The deferred amounts payable in 2029, 2030 and 2031 (40%

of the total), will be paid if the malus clauses are not triggered

and the multi-year targets described below are reached. These

targets can reduce these amounts and the number of deferred

instruments or increase them up to a maximum achievement

ratio of 125%, so executives have the incentive to exceed their

targets.

• Deferred amounts in cash may be adjusted for the inflation

related to the deferral period.

• All payments in shares are subject to a three-year retention

period, unless the director already holds shares for an amount

equivalent to twice his/her annual net annual salary (based on

his/her gross annual salary), in which case the shares would be

subject only to the regulatory one-year retention period

obligation.

Annual report 2025334

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

• The hedging of the instruments received during the retention and

deferral periods is expressly prohibited. The sale of shares is also

prohibited for one year from time they are received.

• All deferred payments can be subject to malus. Similarly,

Santander can claw back paid incentives in the scenarios and for

the period dictated in the Group’s malus and clawback policy.

#### ii) Quantitative metrics and qualitative assessment

#### for2025

Executive directors’ variable remuneration for 2025 is based on the

bonus pool, determined by reference to performance against

short-term quantitative metrics and a qualitative assessment. The

resulting outcome was reviewed and approved by the board, upon

recommendation of the remuneration committee.

This process also incorporates input from the human resources

committee, which, for this purpose, includes senior management

responsible for the Grupo Santander’s Risk, Compliance, Audit,

People, Culture and Organization, Legal, and Financial Accounting

and Management Control functions.

These functions, among others, provided input on risk, solvency,

liquidity, the quality and sustainability of results, and compliance

and control matters.

Details of the performance against the quantitative metrics and the

qualitative assessment underpinning the bonus pool are set out

below.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Category  and weight of Bonus  pool | A. Quantitative metrics  A | | |
| Targets | Achievement over  target | Assessment |
| Transformation: (45%) | Active customers (growth) (10%) | Target: 3.31 million. Achievement: 3.18 million. | 95.89% |
| Cost per active customer (15%) | Target: €245.30. Achievement: €241.02. | 120.46% |
| Fees over Costs (recurrence ratio) (20%) | Target: 2.45. Achievement: 3.13 | 150.00% |
|  |  |  |  |
| Capital (25%) | Capital generation (CET1 ratio) | Target: 13.00%. Achievement: 13.46% | 199.00% |
|  |  |  |  |
| Sustainable  profitability (30%) | RoRWA (Return on risk weighted  assets) SVA | Target: 1.97%. Achievement: 2.09%. | 116.91% |
| TOTAL metrics |  |  | 142.48% |

A. For this purpose, these metrics may be adjusted upwards or downwards by the board, following a proposal from the remuneration committee, when inorganic transactions,

material changes to the Group’s composition or size or other extraordinary circumstances (such as extraordinary impacts of macroeconomic environment, impairments,

restructuring procedures or regulatory changes) have occurred which affect the suitability of the metric and achievement scale established in each case and resulting in an

impact not related to the performance of the executive directors and executives being evaluated.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| B.  Qualitative assessment | | |
| Indicators | Level of achievement | Assessment |
| Performance vs. Market (+/-  10%) | The Group once again delivered record results in 2025, achieving a new all-time high profit for the fourth  consecutive year. Compared with our main competitors: i) we maintained a similar performance in terms of  profitability adjusted to cost of risk (NIM-CoR); ii) we outperformed on costs, supported by the benefits of ONE  Transformation, which were reflected in our cost discipline compared to the average cost increase of our peers; and  iii) we continued to enhance our profitability (RoTE), maintaining a gap of more than two percentage points above  the peer average. By business, Retail delivered strong performance, with positive momentum across most metrics,  while CIB posted excellent fee performance, while at the same time maintaining a leadership position in terms of  efficiency and profitability. | +1.60% |
| Network Collaboration  (+/-  10%) | The global businesses (CIB, Wealth and Payments) delivered strong revenue growth in 2025, with double-digit fee  income increases driven by network effects and enhanced capabilities. The underlying momentum reflects  continued progress in strengthening cross-business connectivity and execution, although performance against the  network collaboration metric did not fully meet the highly ambitious target set for the year. | (0.50%) |
| Compliance and Risk (+/- 10%) | In 2025, risk management was strengthened through sharper data-driven oversight, tighter integration of risk  appetite into decision-making, advanced monitoring of geopolitical and market volatility risks and enhanced risk-  reward discipline across portfolios, while the NPL ratio was kept under the 3.5% prudential threshold, maintaining a  stable cost of risk and reinforcing provisioning coverage. Supervisory outcomes confirming the robustness of the  control framework as SREP 2025 maintained stable ratings and capital requirements. In parallel, automation, AI-  enabled initiatives, and operating model optimization improved efficiency and further strengthened second-line  oversight capabilities.  At the same time, continued to deliver effective, enhanced, and independent oversight of all Compliance programs  across Units and Global Businesses, while ensuring full adherence to applicable laws and regulations. | +0.50% |
| Sustainability targets (+/- 5%) | We have exceeded the objectives established across the various areas of work in sustainability, with particular  emphasis on the contribution of sustainable business and financial inclusion, driven by the strong contribution of  sustainable business, which surpassed the commercial targets established to support our CIB, Retail, and Consumer  clients. We also made progress in the implementation of financial inclusion, financial health, and community  support initiatives. | +1.40% |
| TOTAL qualitative assessment |  | +3.00% |
|  |  |  |
|  |  |  |
| C. Exceptional adjustment  approved by board of directors  upon recommendation of  remuneration committee | No discretionary or exceptional adjustment applied to the 2025 bonus pool outcome | 0% |
|  |  |  |
| Final bonus pool  2025 |  | 145.48% |

2 For this purpose, ONP is attributed ordinary net profit, adjusted upwards or downwards for transactions the board believes have an impact not connected to the performance

of evaluated directors, for which extraordinary profit, corporate transactions, impairments, or accounting or legal adjustments that may occur during the year are evaluated.

The exclusion in the calculation for these purposes of goodwill impairments is aligned with the supervisors' criteria on their recommendations on dividend distributions.

Annual report 2025335

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

The total payout reflects the level of achievement against the

quantitative metrics (142.48%) together with the outcome of the

qualitative assessment (+3.00%). No exceptional adjustment was

approved for 2025.

The combined effect of these components results in the final bonus

pool outcome for 2025 (145.48%), expressed as a percentage of

target bonus.

A + B +C = Final bonus pool result in 2025 (as a percentage of

target).

#### iii) Determination of the individual variable remuneration

#### for executive directors set in2025

The board approved executive directors' variable remuneration for

2025 on the remuneration committee’s recommendation. In

accordance with the 2025 Remuneration Policy approved by the

AGM, variable remuneration is determined by reference to: (i) the

bonus pool outcome described above, (ii) each executive director’s

individual target bonus, and (iii) the assessment of individual

performance.

In assessing individual performance, the board considered, among

others:

• Record performance and full strategic delivery 2025 marked a

fourth consecutive year of record attributable profit (EUR 14.1

bn), with strong revenue growth across global businesses and

full delivery of the financial and strategic commitments set at the

previous Investor Day.

• Exceptional shareholder value creation: performance translated

into the best total shareholder return (+132% in absolute terms,

+60% relative to peers), positioning Santander as the largest

bank by market capitalisation in the Eurozone and reflecting

sustained market confidence in the Group’s strategy and

leadership.

• Disciplined execution of portfolio strategy: the sale of

Santander Poland and the announced acquisitions of TSB (UK)

and Webster (US) (subject to regulatory and corporate approvals)

demonstrate active portfolio management and disciplined capital

allocation to enhance long-term profitability and shareholder

value.

The board also evaluated the leadership of the Executive Chair and

the Chief Executive Officer in delivering these results, the level of

achievement of their individual objectives and the manner in which

those objectives were delivered. On the basis of this assessment, it

determined that both executives achieved an 'Exceptional' level of

individual performance. In accordance with the governance set out

in the remuneration policy, and taking into account this

'Exceptional' level rating, the pool result and their target bonus,

the final outcome was 157% for both.

The target bonus (see table in section [6.3](#i4d2b0c05631240c2b6c2db58efb5b586_112712)) of the Executive Chair

and the CEO for 2025 remained unchanged compared to 2024.

Additionally, prior to approval, the Board confirmed that none of

the policy conditions limiting variable remuneration were

triggered:

• The Group's ONP 2 for 2025 was not more than 50% less than for

2024. Otherwise, variable remuneration would not have been

greater than 50% of the individual target.

• The Group’s ONP was not negative. Otherwise, the incentive

would have been zero.

Furthermore, the ratio of executive directors’ total remuneration to

underlying attributable profit fell from 0.18% in 2024 to 0.17% in

2025, as shown in section 6.3.I.

Variable contributions to pensions in terms of percentage were not

modified in 2025, remaining at 22% of the 30% of the last three

assigned bonus' average, in compliance with Circular 2/2016 of

the Bank of Spain, Standard 41, which requires that at least 15%

of total contributions be linked to variable components.

In this context, total executive variable remuneration increased by

7% compared to the previous year.

Breakdown of immediately payable and deferred remuneration

The variable remuneration approved by the board of directors,

upon proposal of the remuneration committee, following the

process described above (comprising the immediately payable

portion, the deferred amounts not subject to long-term

performance conditions and the deferred portion contingent on the

achievement of long-term objectives) is set out below.

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Immediately payable and deferred (not linked to long-term objectives) variable remuneration | | | | | | | |  | |
|  |  |  |  |  |  |  |  |  |  |
| EUR thousand | 2025 | | | |  | 2024 | | | |
| In cash | In sharesA | In RSUA | Total |  | In cash | In sharesB | In RSUB | Total |
| Ana Botín | 3,004 | 2,804 | 200 | 6,009 |  | 2,961 | 2,761 | 200 | 5,922 |
| Héctor Grisi | 2,076 | 1,908 | 168 | 4,152 |  | 2,046 | 1,878 | 168 | 4,092 |
| Total | 5,080 | 4,712 | 368 | 10,161 |  | 5,007 | 4,639 | 368 | 10,015 |

A. The amounts in the foregoing table correspond to a total of 459 thousand shares of Banco Santander and 6 thousand RSU of PagoNxt.

B. The amounts in the foregoing table correspond to a total of 1,014 thousand shares in Banco Santander and 7 thousand RSU in 2024.

3 Corresponds to the fair value of the maximum amount to be received over a total of 3 years, subject to continued service -with certain exceptions-, non- applicability of malus

clauses and compliance with set goals. Fair value was estimated at the plan award date on account of several scenarios for the variables in the plan during the measurement

periods.

Annual report 2025336

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

The following chart states deferred variable remuneration at fair value, which will only be received in 2029, 2030 and 2031 if the long-term

multi-year targets are met (see section 6.3 B iv)) and beneficiaries continue to be employed at Grupo Santander, in accordance with the

terms approved in the general shareholders' meeting, and no circumstances triggering malus clauses occur 3:

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Deferred variable remuneration linked to long-term objectives (fair value) | | | | | | | |  | |
|  |  |  |  |  |  |  |  |  |  |
| EUR thousand | 2025 | | | |  | 2024 | | | |
| In cash | In shares A | In RSU A | Total |  | In cash | In shares B | In RSU B | Total |
| Ana Botín | 701 | 1,893 | 210 | 2,804 |  | 1,166 | 956 | 210 | 2,332 |
| Héctor Grisi | 484 | 1,277 | 176 | 1,938 |  | 806 | 629 | 176 | 1,611 |
| Total | 1,185 | 3,170 | 386 | 4,742 |  | 1,972 | 1,585 | 386 | 3,943 |

A. The number of shares in the table correspond to a total of 309 thousand shares of Banco Santander and 6 thousand RSU of PagoNxt.

B. The number of shares in the table correspond to a total of 346 thousand shares and 7 thousand RSU of PagoNxt in 2024.

Reconciliation of the ‘Immediately payable and deferred (not

linked to long-term objectives) variable remuneration’ table and

the data disclosed in sections [C.1.a) i) and ii) of 'Statistical](#i23c41cc4ed394f98b57e3c9ecb0cdcdc_687)

[information on corporate governance required by the CNMV'](#i23c41cc4ed394f98b57e3c9ecb0cdcdc_687).

• The amounts of 3,004 thousand euros and 2,076 thousand euros

for Ana Botín and Héctor Grisi, respectively, shown in the 'In cash'

column are variable cash remuneration accrued for 2025 period

and not subject to multi-year metrics. Thus, 20% is payable

immediately, with a further 5% payable in each of the following

two years.

Nonetheless, the amounts of 3,092 thousand euros and 2,134

thousand euros, for Ana Botín and Héctor Grisi, respectively,

included in table C.1.a) i) of the statistical information (column

'Short-term variable remuneration'), are the cash amounts

received according to the CNMV's consolidation criterion. This

means that:

• the immediately payable portion, which is consolidated,

matches up; and

• the remaining portion (two deferred amounts) relates to the

payment of the first deferred tranche of variable remuneration

vested in 2024 and the second deferred tranche of variable

remuneration vested in 2023.

• The amounts of 2,804 thousand euros and 1,908 thousand euros

for Ana Botín and Héctor Grisi, respectively, shown in the 'In

shares' column are variable remuneration in shares accrued for

2025 period and not subject to multi-year metrics. Thus, 20% is

payable immediately, with a further 5% payable in each of the

following two years.

The amounts of 2,003, 1,021 and 1,174 thousand euros for Ana

Botín and 1,384, 672 and 763 thousand euros for Héctor Grisi

shown in the ‘Gross profit from shares handed over or

consolidated financial instruments’ column of tables C.1.a) ii) of

the statistical information, follow the CNMV's consolidation

criterion. This means that:

• as with cash remuneration, the immediate portion matches up,

as it is consolidated;

• the first and second deferred tranches of variable remuneration

vested in 2024 and 2023, respectively, for each executive

director are included; and

• the number of shares originally granted for the deferred 2023

and 2024 deferred tranches has been multiplied by the share

price used for 2025 variable remuneration (EUR 10.261),

which, as Santander’s share price continues to rise, results in a

virtual increase (for public disclosure purposes only) in

executive remuneration (see further explanation in section [C.2.](#i4c29512d430841e2a4d4b1ad0ef352aa_17262)

[of 'Statistical information on corporate governance required](#i4c29512d430841e2a4d4b1ad0ef352aa_17262)

[by the CNMV](#i4c29512d430841e2a4d4b1ad0ef352aa_17262)).

• The amounts of 200 thousand euros and 168 thousand euros for

Ana Botín and Héctor Grisi, respectively, shown in the 'In RSU'

column are variable remuneration accrued in PagoNxt RSU.

The amounts shown in the ‘Gross profit from shares handed over

or consolidated financial instruments' column of tables C.1.a) ii)

of the statistical information are remuneration in RSU that does

not meet the CNMV consolidation criteria as the objectives or

conditions set under the plan are yet to be achieved and,

therefore, the directors do not hold an unconditional right to

receive this variable remuneration. Thus, the statistical

information tables only show the balance of financial

instruments as at 1 January 2025 and at 31 December 2025 for

information purposes.

Reconciliation of the ‘Deferred variable remuneration linked to

long-term objectives (fair value)’ table and the data disclosed in

sections [C.1.a) i) and ii) of 'Statistical information on corporate](#i23c41cc4ed394f98b57e3c9ecb0cdcdc_687)

[governance required by the CNMV'](#i23c41cc4ed394f98b57e3c9ecb0cdcdc_687).

• The amounts of 701 thousand euros and 484 thousand euros for

Ana Botín and Héctor Grisi, respectively, shown in the ‘In cash’

column are variable cash remuneration accrued for 2025 period

and subject to multi-year metrics (under a fair value achievement

assumption of 70%). Thus, this remuneration is payable at a rate

of 3.33% per year on the third, fourth and fifth anniversaries of

the 2025 incentive being awarded.

Nonetheless, the amount of 1,172 thousand euros for Ana Botín

included in table C.1.a) i) of the statistical information (column

'Long-term variable remuneration') relates to cash amounts

received according to the CNMV's consolidation criterion. This

means that:

• the three deferred tranches correspond to the payment of

variable remuneration vested in 2022, 2021 and 2020, for Ana

Botín;

• the multi-year targets to which these deferred tranches were

linked have already been assessed: 115.2% for 2022; 91.6%

for 2021; and 83.3% for 2020; and

Annual report 2025337

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

• in the case of Héctor Grisi, no amounts are included in the table

as these deferred tranches are yet to consolidate during his

tenure as CEO of Banco Santander (beginning 1 January 2023).

• The amounts of 1,893 thousand euros and 1,277 thousand euros

for Ana Botín and Héctor Grisi, respectively, shown in the 'In

shares' column are variable remuneration in shares accrued for

2025 period and subject to multi-year metrics (at a fair value of

70%). Thus, this remuneration is payable at a rate of 10% per

year on the third, fourth and fifth anniversaries of the 2025

incentive being awarded.

The amounts of 1,387, 737, 1,670 and 319 thousand euros for

Ana Botín shown in the ‘Gross profit from shares handed over or

consolidated financial instruments’ column of tables C.1.a) ii) of

the statistical information follow the CNMV's consolidation

criterion. This means that:

• The deferred tranches correspond to the payment of variable

remuneration (paid in shares or share options) vested in 2022,

2021 and 2020.

• The multi-year targets to which these deferred tranches were

linked have already been calculated: 83.3% for 2020, 91.6%

for 2021; and 115.2% for 2022 (the latter approved in 3

February 2026 board of directors meeting). For more details,

see section [K](#i4d2b0c05631240c2b6c2db58efb5b586_142229)).

• The number of shares originally granted for the deferred 2022,

2021 and 2020 tranches has been multiplied by the share price

used for 2025 variable remuneration (10.261 euros), which

results in a virtual increase in remuneration at those moments

(only for public disclosures purposes).

• As with cash remuneration, no amounts are included for Héctor

Grisi as these deferred tranches are yet to consolidate during

his tenure as CEO of Banco Santander (beginning 1 January

2023).

• Regarding the variable remuneration accrued in PagoNxt RSU,

the statistical information tables only show the balance of

financial instruments as at 1 January 2025 and at 31 December

2025 for information purposes — they are yet to consolidate, as

explained above.

Fair value has been determined on the grant date based on the

valuation of an independent expert, Willis Towers Watson. Based

on the design of the plan for 2025 and success levels of similar

plans at peer entities, the fair value was considered to be 70% of

total value linked to long-term objectives assigned.

The maximum amount of shares to be delivered under the plan is

within the maximum amount of the award to be delivered in shares

(EUR 11.5 million) approved at the 2025 AGM for executive

directors. At its meeting on 25 November 2025 and pursuant to the

powers granted by shareholders at the 2025 AGM, the board

agreed to amend the calculation period used to determine the

number of shares to be delivered from 50 to 30 trading sessions

(under no circumstances may the number of shares exceed the

maximum approved at the AGM), as the board considered that this

better reflects market practice and enables us to offset share price

volatility. Thus, the number of shares to be delivered under the

2025 policy has been calculated with the weighted average daily

volume of weighted average listing prices of Banco Santander

shares in the 30 trading sessions prior to the Friday (not inclusive)

before 3 February 2026 (the date on which the board approved the

2025 bonus for executive directors), which was EUR 10.261 per

share. According to an independent experts' valuation, the price

per PagoNxt RSU equals EUR 61.07.

Annual report 2025338

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### iv) Multi-year targets linked to the payment of deferred

amounts in2029,2030

#### and2031

The multi-year targets linked to the payment of the deferred

amounts payable in 2029, 2030 and 2031 are:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Metrics | Weight | | Target and compliance scales (metrics ratios) |
| A | Relative Total Shareholder  Return (TSR)A in  2025-2027 within a peer  group | 50% |  | If ranking Santander equal percentile 100, then metric ratio is 1.5  If ranking Santander between percentiles 75 and 100 (not inclusive), then metric ratio is  1 – 1.5 B  If ranking Santander between percentiles 50 and 75 (not inclusive), then metric ratio is 0.5 – 1B  If ranking Santander below percentile 50, then metric ratio is 0 |
| B | Banco Santander’s  consolidated RoTE  target in 2027 | 30% |  | If RoTE in 2027 is ≥ 18.5%, then metric ratio is 1.5  If RoTE in 2027 is ≥ 17% but <18.5%, then metric ratio is 0 – 1.5C  If RoTe in 2027 is < 17%, then metric is 0 |
| C | Four sustainability  (environmental, social and  governance) metrics with  the following weighting:  2/10 x Coefficient 1 + 2/10 x  Coefficient 2 + 1/10 x  Coefficient  3 +5/10 x Coefficient 4 | 20% | 1) | If % women in executive positions in 2027 is ≥ 39.5%, then metric ratio is 1.25  If % women in executive positions in 2027 is ≥ 39.2% but <39.5%, then metric ratio is  1 – 1.25  D  If % women in executive positions in 2027 is ≥ 38.4% but <39.2%, then metric ratio is 0 – 1D  If % women in executive positions in 2027 is < 38.4%, then metric ratio is 0 |
| 2) | If number of financially included people  E between 2025 and 2027 (in million) is ≥ 6, then metric  ratio is 1.25  If number of financially included people E between 2025 and 2027 (in million) is ≥ 4.5 but <6,  then metric ratio is 1 – 1.25  D  If number of financially included people  E between 2025 and 2027 (in million) is ≥ 3.5 but <4.5,  then metric ratio is 0 – 1 D  If number of financially included people E between 2025 and 2027 (in million) is < 3.5, then  metric ratio is 0 |
| 3) | If socially responsible investment  F in 2027 is ≥ 21%, then metric ratio is 1.25  If socially responsible investment F in 2027 is ≥ 19% but < 21%, then metric ratio is 1 –1.25  D  If socially responsible investment F in 2027 is ≥ 15% but < 19%, then metric ratio is 0 –1D  If socially responsible investment F in 2027 is < 15%, then metric ratio is 0 |
| 4) | If finance raised and facilitated  G (in EUR billions) between 2025 and 2027 is ≥ 220, then metric  ratio is 1.25  If finance raised and facilitated G (in EUR billions) between 2025 and 2027 is ≥ 165 but < 220,  then metric ratio is 1 –1.25D  If finance raised and facilitated  G (in EUR billions) between 2025 and 2027 is ≥ 120 but < 165,  then metric ratio is 0 –1  D  If finance raised and facilitatedG (in EUR billions) between 2025 and 2027 is < 120, then metric  ratio is 0 |

A. TSR refers to the difference (%) between the final and initial values of capital invested in ordinary shares of Banco Santander. The final value is calculated based on the

dividends or other similar concepts (such as the Santander Scrip Dividend programme) shareholders receive for this investment during the corresponding period -as if they

had invested in more shares of the same type at the first date on which the dividend or similar concept was payable to shareholders- and the weighted average share price at

that date. To calculate TSR, the weighted average daily volumes of the weighted average listing prices for the fifteen trading sessions prior to 1 January 2025 (exclusive) is

considered (to calculate the initial value) and the fifteen trading sessions prior to 1 January 2028 (exclusive) (to calculate the final value). The peer group consists of BBVA,

BNP Paribas, Citi, Crédit Agricole, HSBC, ING, Itaú, Scotia Bank and Unicredit.

B. Proportional increase in the TSR ratio based on the number of positions moved up in the ranking.

C. Straight-line increase in the RoTE ratio based on the percentage of specific RoTE in 2027 within this bracket of the scale.

D. Increase of the coefficient is proportional to its position on this line of the scale.

E. Financial inclusion: the banking proposals or tailored finance refer to the number of people unbanked, underbanked, in financial distress or with difficulty to access credit to

whom we provide tailored access and finance solutions, aiming to meet local financial inclusion needs in a recurrent, comprehensive, affordable and effective way.

F. Assets under management that meet the criteria of Santander’s Sustainable Finance and Investment Classification System as a percentage of total assets under

management.

G. Grupo Santander's contribution to our customers’ transition: CIB green finance raised and facilitated (target), Retail & Commercial banking green finance and sustainable

linked-loans, and Digital Consumer Bank green finance. To achieve beyond 100% of this goal, it is necessary to progress on Banco Santander transition plan.

To determine the annual amount of the deferred portion linked to

objectives corresponding to each executive director in 2029, 2030

and 2031, the following formula shall be applied to each of these

payments ('final annuity') without prejudice to any adjustment

deriving from the malus clauses:

Final annuity = Amt. x (5/10 x A + 3/10 x B + 2/10 x C)

where:

• 'Amt.' is one third of the variable remuneration amount deferred

conditional on performance (i.e. Amt. will be 13.33% of the total

variable pay set in early 2026 ).

• 'A' is the TSR ratio calculated as the scale in the table above,

according to the relative performance of Banco Santander’s TSR

within its peer group in 2025- 2027.

• 'B' is the RoTE coefficient according to the scale in the table

above, based on RoTE at year-end 2027.

• 'C' is the coefficient resulting from the sum of weighted

coefficients for each of the four sustainability targets for 2027

described above.

• In any event, if the result of (5/10 x A + 3/10 x B +2/10 x C) is

greater than 1.25, the multiplier will be 1.25.

![]()

4 When the beneficiary’s relationship with Banco Santander or another Group entity terminates because of retirement, early retirement or pre-retirement; a dismissal ruled by

the courts to be wrongful; unilateral withdrawal for good cause by an employee (which includes the situations set forth in article 10.3 of Royal Decree 1382/1985, of 1

August, governing the special relationship of senior management, for the persons subject to these rules); permanent disability or death; mandatory redundancy; or because an

employer other than Banco Santander ceases to belong to Grupo Santander, the right to receive shares and deferred amounts in cash and any amounts of the deferred

amounts in cash adjusted for inflation will remain under the same conditions in force as if none of such circumstances had occurred. In the case of death, the right will pass to

the beneficiary’s heirs.

In cases of justified temporary leave due to temporary disability, suspension of contract due to maternity or paternity leave, or leave to care for children or a relative, there will

be no change in the beneficiary’s rights. If the beneficiary goes to another Group company (even through international assignment and/or expatriation), these rights will

likewise not change. If the relationship terminates by mutual agreement or because the beneficiary obtains a leave not mentioned above, the terms of the termination or

temporary leave agreement will apply.

None of the above circumstances shall give the right to receive the deferred amount in advance. If the beneficiary or the successors thereof maintain the right to receive the

deferred remuneration in shares and cash and, where applicable, the amounts arising from the adjustment for inflation of the deferred amounts in cash, it shall be delivered

within the periods and under the terms provided in the rules for the plans.

Annual report 2025339

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### v) Malus and clawback

Deferred amounts (whether or not contingent on multi-year

targets) will be earned if the beneficiary continues to work with the

Group 4 at December 31, and none of the circumstances triggering

malus clauses arise before each payment, according to the section

on malus and clawback clauses in the remuneration policy.

Similarly, Banco Santander can clawback any paid variable

amounts in the scenarios and for the period dictated by the terms

and conditions in the said policy.

Variable remuneration for 2025 can be clawed back until the

beginning of 2032.

Malus and clawback clauses are triggered by poor financial

performance of Banco Santander, a division or area, or exposures

from staff as a result of an executive(s)’s management of, at least,

one of these factors:

|  |  |
| --- | --- |
|  |  |
| Category | Factors |
| Risk | Significant failures in risk management by Banco  Santander, or by a business or risk control unit. |
| Capital | An increase in capital requirements at Banco  Santander or one of its business units not  planned at the time that exposure was  generated. |
| Regulation and  internal codes | Regulatory penalties or legal convictions for  events that might be attributable to the unit or  staff responsible for them. In addition, failure to  comply with Banco Santander’s internal codes of  conduct. |
| Conduct | Improper conduct, whether individual or  collective. Negative effects deriving from the  marketing of unsuitable products and the  liability of persons or bodies making such  decisions will be considered especially  significant. |

In addition to the policy on malus and clawback clauses of our

remuneration policy, the addendum to our remuneration policy

entitled 'Financial Statement Restatement Compensation'

regulates the recoupment of compensation received by the

executive directors of Banco Santander, S.A., and senior

management, in the event of a financial restatement (according to

the regulation) resulting from material noncompliance with

financial reporting requirements under US federal securities laws.

The application of malus or clawback clauses for executive

directors shall be determined by the board of directors, at the

proposal of the remuneration committee, and cannot be proposed

once the regulatory retention period for the final payment in

shares under the plan has elapsed in early 2032. Therefore, the

board determines the specific deferred incentive amount to be paid

as well as any amount that could be subject to clawback, upon on

the remuneration committee’s recommendation and depending on

the level of compliance with the conditions for applying malus

clauses.

C. Main features of the benefit plans

Executive directors participate in the defined contribution pension

scheme created in 2012, which covers contingencies due to

retirement, disability and death.

According to the 2012 system, contracts for Ana Botín and other

senior managers with defined benefit pension obligations were

transformed into a defined contribution system. The new system

gives executive directors the right to receive benefits upon

retirement, even if they are not active at Banco Santander at the

time, based on contributions to the system. It also replaced their

previous right to receive a pension supplement in the event of

retirement.

The initial contribution for Ana Botín in the new defined

contribution pension scheme corresponded to the market value of

the assets for which the provisions for due obligations were

recognized when the previous pension commitments had been

transferred to the new pension scheme.

Every year since 2013, Banco Santander has been contributing to

the pension scheme for executive directors and other members of

the executive team in proportion to their pensionable bases until

their departure from the Group, retirement, death or disability. In

general terms, the pensionable base for executive directors is the

sum of their fixed remuneration plus 30% of the average of their

last three variable remuneration amounts. Contributions will be

22% of pensionable bases in all cases.

This means complying in both cases with Circular 2/2016 of the

Bank of Spain, standard 41, on pension benefits, by which a part of

not less than 15% of the total contribution must be based on

variable components.

Pursuant to remuneration regulations, contributions calculated on

the basis of variable remuneration are subject to the discretionary

pension benefits scheme. Therefore, under the policy, malus and

clawback clauses can be enforced on them in place at any given

time and during the same period in which variable remuneration is

deferred. Furthermore, these contributions must be invested in

Banco Santander shares for five years from the date of the

executive director's retirement, or from the date on which the

executive directors leave the group. Once that period has elapsed,

the amount invested in shares will be paid to them or their

beneficiaries if some contingency covered by the pension scheme

was happened or will be added to the remainder of their

cumulative balance until their retirement age when the total

amount will be paid.

5 This share price corresponds to the share price as of closing of stock markets on 31 December 2025.

Annual report 2025340

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

The benefit plan is outsourced to Santander Seguros y Reaseguros,

Compañía Aseguradora, S.A. The economic rights of the directors

previously mentioned belong to them even if they are not active at

Banco Santander at the time of their retirement, death or disability.

Their contracts do not stipulate any severance payment outside the

extent of the law for termination of contract.

The provisions recognised in 2025 for retirement pensions

amounted to EUR 2,461 thousand (EUR 2,445 thousand in 2024),

as broken down below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Provisions recognised during the year | | |
| EUR thousand | 2025 | 2024 |
| Ana Botín | 1,341 | 1,339 |
| Héctor Grisi | 1,120 | 1,105 |
| Total | 2,461 | 2,445 |

The amounts corresponding to each director as of 31 December

2025 and 2024 in the pension scheme are:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Balance of the pension fund as at 31 December | | |
| EUR thousand | 2025 | 2024 |
| Ana Botín | 65,027 | 54,731 |
| Héctor Grisi | 2,033 | 1,299 |
| José Antonio Álvarez | 23,178 | 20,326 |
| Total | 90,238 | 76,356 |

D. Other remuneration

Grupo Santander also takes out insurance policies for life, health

and other contingencies for its executive directors. This other

remuneration component includes the fixed supplement approved

for Ana Botín and José Antonio Álvarez to replace the

supplementary benefits from the pension scheme eliminated in

2018 (both of them reached the established age of 65 during 2025,

and therefore the related supplement has expired), in addition to

the cost for insuring death or disability until they retire. Directors

are covered under the Group’s civil liability insurance policy.

Note ['5. Remuneration and other benefits paid to the Bank’s](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009)

[directors and senior managers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009) to the Group’s consolidated

financial statements describes other benefits received by executive

directors in detail.

E. Shareholdings

In 2016, on the remuneration committee’s recommendation, the

board of directors approved a shareholding policy to better align

executive directors with shareholders’ long-term interests.

According to this policy executive directors have five years to

demonstrate that their personal assets include shares in Banco

Santander that amount (net of taxes) to twice their gross annual

salary on that date. The following table show the ratio, with a

share price of EUR 10.07 5:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Shareholdings | | | |
|  | 2025 | | |
|  | Gross  annual  salary  (thousand) | Number of shares  (thousand) | Number  of times |
| Ana Botín | 3,435 | 33,847 | 99.2 |
| Héctor Grisi | 3,150 | 2,546 | 8.1 |

Likewise, in addition to the regulatory obligation for executive

directors not to sell the shares they receive as remuneration for a

year from their award, which is included in the shareholding policy,

and will apply to all cases, this policy has also been updated in

2020 to include the obligation for executive directors not to sell the

shares they receive as remuneration for a period of three years

from their award date, unless the executive director already holds

Banco Santander shares for an amount equivalent to twice his/her

net annual salary.

F. Remuneration of board members as

#### representatives of Banco Santander

The executive committee resolved that the remuneration accrued

by executive directors who represent Banco Santander on boards

of companies where it owns equity and were appointed after 18

March 2002 will accrue to the Group. No executive director

received remuneration for this type of representation in 2025.

The following table includes the remuneration received by non-

executive directors on a personal basis in other Group entities:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Director | Position | Remuneration |
| Homaira  Akbari | Member of the board of  Santander Consumer USA  Holdings, Inc. | USD 100 thousand  (EUR 85 thousand) |
| Member of the board of  PagoNxt, S.L. | EUR 200 thousand |
| Henrique  de Castro | Member of the board of  PagoNxt, S.L. | EUR 200 thousand |
| Member of the nomination  committee of PagoNxt, S.L. | EUR 15 thousand |
| José  Antonio  Álvarez | Member of the board of  PagoNxt, S.L. | EUR 200 thousand |
| Pamela  Walkden | Member of the board of  Santander UK,  plc and Santander UK Group  Holdings Limited | GBP 100 thousand  (EUR 115 thousand) |
| Belén  Romana | Member of the board of  Santander Insurance, S.L. | EUR 157 thousand |
| Total |  | EUR 972 thousand |

Likewise, Luis Isasi received EUR 1,000 thousand for his role as

non-executive Chair of the Santander España business unit and for

attending its board and committee meetings (amount included in

the chart below as 'other remuneration' as it is paid by Banco

Santander, S.A.).

And finally, José Antonio Álvarez received a fixed remuneration of

EUR 1,750 thousand as strategic adviser of Grupo Santander, as

well as the life and health insurance contributions and part of the

supplement for having waived the death and disability policy

disclosed in the table in section G below.

Annual report 2025341

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

G. Individual remuneration of directors for all

#### items in2025

Below is a breakdown of each director’s short-term salary (payable

immediately) and deferred remuneration not based on long-term

performance for 2025 and 2024. Statistical information on

remuneration required by the CNMV ([9.5](#i6ecb2a0d58d04b53bfadfa2a833efaa7_634)) and [Note 5](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009) to the

Group’s consolidated financial statements contains disclosures on

shares delivered in 2025 under the deferred remuneration

schemes of previous years where conditions for their delivery were

met in the related years.

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
| Individual breakdown by compensation components | | | | | | | | | | | | |
|  | EUR thousand | | | | | | | | | | | |
| Directors | 2025 | | | | | | | | | |  | 2024 |
| Bylaw-stipulated  emoluments | |  | Salary and bonus of executive directors | | | |  |  | Total |  | Total |
| Board and  board  committees  annual  allotment | Board and  committee  attendance  fees |  | Fixed  Salary | Immediate  payment  bonus (50%  in  instruments) | Deferred  payment  bonus (50%  in  instruments) | Total | Pension  Contribution | Other  remuneration F |  |
| Ana Botín | 305 | 44 |  | 3,435 | 4,006 | 2,003 | 9,444 | 1,341 | 843 | 11,977 |  | 12,127 |
| Héctor Grisi | 305 | 44 |  | 3,150 | 2,768 | 1,384 | 7,302 | 1,120 | 718 | 9,489 |  | 9,137 |
| José Antonio Álvarez | 380 | 67 |  | — | — | — | — | — | 2,440 | 2,887 |  | 3,698 |
| Glenn Hutchins | 622 | 78 |  | — | — | — | — | — | — | 700 |  | 700 |
| Homaira Akbari | 203 | 81 |  | — | — | — | — | — | — | 284 |  | 285 |
| Javier BotínA | 101 | 36 |  | — | — | — | — | — | — | 137 |  | 144 |
| Sol Daurella | 239 | 75 |  | — | — | — | — | — | — | 314 |  | 292 |
| Henrique de Castro | 203 | 80 |  | — | — | — | — | — | — | 283 |  | 300 |
| Gina Díez | 159 | 63 |  | — | — | — | — | — | — | 222 |  | 225 |
| Luis Isasi | 349 | 74 |  | — | — | — | — | — | 1,000 | 1,423 |  | 1,440 |
| Belén Romana | 474 | 107 |  | — | — | — | — | — | — | 581 |  | 599 |
| Pamela Walkden | 290 | 93 |  | — | — | — | — | — | — | 383 |  | 381 |
| Germán de la Fuente | 262 | 83 |  | — | — | — | — | — | — | 344 |  | 338 |
| Carlos Barrabés B | 187 | 71 |  | — | — | — | — | — | — | 259 |  | 128 |
| Antonio WeissC | 130 | 50 |  | — | — | — | — | — | — | 180 |  | 72 |
| Bruce Carnegie-Brown D | — | — |  | — | — | — | — | — | — | — |  | 78 |
| Ramiro MatoE | — | — |  | — | — | — | — | — | — | — |  | 271 |
| Total 2025 | 4,209 | 1,045 |  | 6,585 | 6,774 | 3,387 | 16,746 | 2,461 | 5,001 | 29,462 |  | — |
| Total 2024 | 4,115 | 1,240 |  | 6,585 | 6,260 | 3,756 | 16,601 | 2,444 | 5,815 | — |  | 30,214 |

A. All amounts received were reimbursed to Fundación Botín.

B. Director and member of the NC, RBSCC and ITC since 27 June 2024.

C. Member of board of directors since 27 June 2024

D. Stepped down as director on 27 June 2024.

E. Stepped down as director on 22 March 2024.

F. Other remuneration includes for Luis Isasi EUR 1,000 thousand for his role as non-executive Chair of the Santander España business unit and for attending its board and

committee meetings. For José Antonio Álvarez, this amount includes remuneration as strategic advisor of Grupo Santander, life and health insurance contributions (EUR 678

thousand) and part of the former supplement for having waived the death and disability policy (EUR 12 thousand).

The total amounts that the directors vested for performing

supervisory and collective decision-making duties at Banco

Santander, in addition to those that the Group’s executive directors,

Ana Botín and Héctor Grisi, vested, amounted to 29,462 thousand

euros in 2025. This is a different amount to the 41,315 thousand

euros reported in section [C.1.c) of 'Statistical information on](#i4c29512d430841e2a4d4b1ad0ef352aa_1758)

[corporate governance required by the CNMV](#i4c29512d430841e2a4d4b1ad0ef352aa_1758)’ for two reasons:

• The difference in the criterion used to prepare the information

relating to executive directors’ variable remuneration, as

explained above.

• The additional inclusion in the statistical information table of

remuneration data for non-executive directors in other Group

companies (EUR 972 thousand).

The following table provides each executive director’s salary

contingent on multi-year targets. It is only paid if they remain

active in the group, malus clauses do not apply and set multi-year

targets are achieved (as depending on their achievement, the

amounts will be increased (limited to 125%), reduced, or even be

zero, if the related minimum thresholds are not achieved):

Annual report 2025342

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Total deferred variable remuneration linked to long-term  objectives (fair value) | | |
|  | EUR thousandA | |
|  | 2025 | 2024 |
| Ana Botín | 2,804 | 2,332 |
| Héctor Grisi | 1,938 | 1,611 |
| Total | 4,742 | 3,943 |

A. Fair value of the maximum amount receivable over a total of 3 years (2029, 2030

and 2031), which was estimated when the plan was granted, based on several

scenarios relating to variables in the plan during the measurement periods. The

face value of the three aforementioned deferred amounts is EUR 6,774 thousand

for 2025 (EUR 4,006 thousand for Ana Botín and EUR 2,768 thousand for Héctor

Grisi).

H. Ratio of variable to fixed pay components in

2025

At the 2025 AGM, shareholders approved a maximum ratio of

200% of variable to fixed components in executive directors’ pay.

The ratio of variable components to fixed components for each

executive director’s total pay in 2025 is 197% for Ana Botín and

150% for Hector Grisi (175% and 147% respectively for 2024).

For these purposes:

• Variable components include all items of this nature, such as any

contributions to the pension scheme calculated on directors’

variable pay.

• Fixed components consist of the other items each director

receives for executive duties, including contributions to pension

schemes calculated on the basis of fixed remuneration and other

benefits, as well as all Bylaw-stipulated emoluments that the

director is entitled to receive in his or her capacity as such.

I. How we include sustainability metrics in

#### 2025 variable incentive scheme

Banco Santander's current remuneration policy is designed to align

executive pay with our strategic goals, including long-term

sustainability. The policy incorporates mechanisms that link

variable remuneration to the achievement of financial,

sustainability, and value creation objectives. These objectives are

specific, measurable, and aligned with the bank's interests,

encompassing environmental, social, and governance

(sustainability) factors.

Sustainability metrics are included in the two different incentive

schemes, the short-term incentive and the long-term incentive.

Both structures are in place to reward performance and promote a

balance between immediate results and sustainable growth over

time.

1. Short-term incentive (measured by the Bonus pool result):

• Variable pay calculated against annual quantitative metrics and a

qualitative assessment based on objective factors, while also

considering individual performance. We consider sustainability

accomplishments in the qualitative assessment, with a weight of

+/- 5%.

• Our top 248 Groups' executives (including the Executive Chair

and CEO), as well as employees of the global Corporate Centre

and global corporate centres of our subsidiaries, are subject to

this general Bonus pool framework and their respective local

adaptations.

• The proposed parameters for sustainability performance reviews

aim to reward progress both in key metrics and in embedding

sustainability in management. For the 2025 award, the

sustainability component of the qualitative assessment

considered the following sustainability-related accomplishments

vs. the targets budgeted for the year: progress with inclusive

culture; financial inclusion and financial health and community

support; sustainable business volume and supporting transition;

and governance and data.

2. Long-term incentive:

• A portion of variable compensation (40% for executive directors),

which is deferred and earned based on the achievement of pre-

determined multi-year goals, including sustainability metrics (for

the 2025 award, 20% of total multi-year goals). These metrics

are progress with inclusive culture, financial inclusion, socially

responsible investment and supporting our customers' transition

through sustainable finance, and the progress on transition plan

(for more details, please see section 6.3.B [iv) 'Multi-year targets](#i4d2b0c05631240c2b6c2db58efb5b586_156737)

[linked to the payment of deferred amounts in 2029, 2030 and](#i4d2b0c05631240c2b6c2db58efb5b586_156737)

[2031 '](#i4d2b0c05631240c2b6c2db58efb5b586_156737).

• In 2025, a total of 38 Groups' executives (the highest-ranking

positions within the organisation) have their long-term incentive

linked to these metrics, including the Executive Chair and CEO.

J. Comparative analysis of directors'

remuneration, company performance and

average remuneration of employees

This chart summarizes directors’ compensation (short-term

remuneration, deferred variable remuneration and/or deferred

variable remuneration linked to multi-year targets included,

excluding pension contributions) for executive duties in relation to

underlying attributable profit as evidenced below. The weight of

executive directors’ remuneration relative to underlying

attributable profit continues to decline since 2013.

|  |
| --- |
|  |
| Ratio of executive directors’ total remuneration  to underlying attributable profit |

![RetribucionConsejerosENG.jpg]()

Annual report 2025343

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

The following chart shows the comparative analysis between the directors' remuneration, the company performance (underlying profit

attributable to the Group, audited profit before taxes and ordinary ROTE) and the average remuneration of Santander employees (other than

directors and in a full time equivalent basis) in the last 5 years:

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Directors' remuneration1 (EUR thousand) | | | | | | | | | |
|  | 2025 | % var.  25/24 | 2024 | % var.  24/23 | 2023 | % var.  23/22 | 2022 | % var.  22/21 | 2021 |
| • Executive Directors |  |  |  |  |  |  |  |  |  |
| Ana Botín | 11,977 | (1)% | 12,127 | 5% | 11,544 | 5% | 11,001 | (4%) | 11,435 |
| Héctor Grisi | 9,489 | 4% | 9,137 | 11% | 8,257 | — | — | — | — |
| • Non-Executive Directors2 |  |  |  |  |  |  |  |  |  |
| José Antonio Álvarez | 2,887 | (22%) | 3,698 | 4% | 3,553 | (61%) | 9,086 | (1%) | 9,160 |
| Glenn Hutchins | 700 | —% | 700 | 88% | 372 | — | 10 | — | — |
| Homaira Akbari | 284 | —% | 285 | 8% | 265 | 9% | 244 | (2%) | 248 |
| Javier BotínA | 137 | (5%) | 144 | 5% | 137 | 6% | 129 | — | 129 |
| Sol Daurella | 314 | 7% | 292 | 17% | 249 | 8% | 230 | (4%) | 239 |
| Henrique de Castro | 283 | (6%) | 300 | 6% | 284 | 9% | 261 | (2%) | 267 |
| Gina Díez | 222 | (1%) | 225 | 7% | 211 | 23% | 172 | 32% | 130 |
| Luis IsasiB | 1,423 | (1%) | 1,440 | 2% | 1,417 | — | 1,412 | — | 1,406 |
| Belén Romana | 581 | (3%) | 599 | 5% | 572 | 4% | 549 | 3% | 533 |
| Pamela Walkden | 383 | 1% | 381 | 12% | 341 | 6% | 323 | 7% | 303 |
| Germán de la Fuente | 344 | 2% | 338 | 25% | 271 | — | 137 | — | — |
| Carlos Barrabés C | 259 | 102% | 128 | — | — | — | — | — | — |
| Antonio WeissD | 180 | 150% | 72 | — | — | — | — | — | — |
| Bruce Carnegie-Brown E | — | — | 78 | (86%) | 576 | (18)% | 700 | — | 700 |
| Ramiro MatoF | — | — | 271 | (48%) | 518 | 4% | 500 | — | 499 |
| Company’s performance |  |  |  |  |  |  |  |  |  |
| Underlying profit attributable to the Group (EUR mn) | 14,101 | 12% | 12,574 | 14% | 11,076 | 15% | 9,605 | 11% | 8,654 |
| Consolidated results of the Group 3 (EUR mn) | 20,867 | 10% | 19,027 | 16% | 16,459 | 8% | 15,250 | 5% | 14,547 |
| Ordinary RoTE | 17.07% | 5% | 16.27% | 8% | 15.06% | 13% | 13.37% | 5% | 12.73% |
| Employees' average remuneration4 (EUR thousand) | 62 | 1% | 61 | 5% | 58 | 3% | 56 | 1% | 56 |
| Employees' average remuneration in Spain 5 (EUR  thousand) | 77 | 3% | 75 | 3% | 73 | 6% | 68 | 10% | 62 |
| Annual increase of employees' average  remuneration in Spain on a like for like basis | — | 6% | — | — | — | — | — | — | — |

1. Deferred variable remuneration linked to long-term objectives is not included.

2. Non-executive directors' remuneration fluctuations are caused by joining or leaving the board of directors and the difference in the amount of meetings they assist during the

year. Hence there is no correlation between their remuneration and the company performance.

3.Group operating profit/(loss) before tax.

4. Group's employee average remuneration includes all concepts, including other remuneration. Normally the increases or decreases in remuneration are greater for the

executive directors, depending on the results of the entity, because the percentage of variable remuneration over fixed remuneration in an average employee is lower than

that of the executive directors. Variable remuneration data accrued in the current year, both for employees and executive directors. Evolutive data also impacted by exchange

rate performance in the group's geographies. Full time equivalent data considered.

5.Total employees in Spain geography. Fixed remuneration + effective bonus received in the year. Not all concepts are included. Not impacted by exchange rates.

A. All amounts received were reimbursed to Fundación Botín.

B. Includes EUR 1,000 thousand for his role as non-executive Chair of the Santander España business unit and for attending its board and committee meetings.

C. Director and member of the NC, RBSCC and ITC since 27 June 2024.

D. Member of board of directors since 27 June 2024.

E. Stepped down as director on 22 March 2024.

F. Stepped down as director on 27 June 2024.

Annual report 2025344

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

K. Performance of the long-term metrics under the 2022 plan (2022-2024)

In 2025, the board of directors, at the remuneration committee’s recommendation, approved the level of performance of the long-term

metrics for the seventh cycle of the deferred multi-year objectives variable remuneration plan (2022). The table below details each metric

and its result at the close of period.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Metric | Target | | Result | Coefficient | Weight | Weighted  coefficient |
| RoTE in 2024 (%) | ≥15% - Coefficient 1.5  ≥12% but <15% - Coefficient 0 - 1.5  <12% - Coefficient 0 | | 16.3% | 150% | 40% | 60.0% |
| Relative Total Shareholder  Return in  2022-2024 within a peer  group | Percentile 100 - Coefficient 1.5  Percentile 75 - 100 - Coefficient 1 - 1.5  Percentile 40 - 75 - Coefficient 0.5 - 1  Below percentile 40 - Coefficient 0 | | Percentile  67 | 83% | 40% | 33.2% |
| Sustainability metrics | a) % women in senior  leadership positions in  2024 | ≥ 30.5% - Coef. 1.25  ≥ 30% but < 30.5% - Coef. 1 – 1.25  ≥ 28% but < 30% - Coef. 0 - 1  < 28% - Coef. 0 | 31.2% | 125% | 1/5 | 25% |
| b) Number of  financially empowered  people between 2019  and 2024 (mn) | ≥ 14 - Coef. 1.25  ≥ 13 but < 14 - Coef. 1 – 1.25  ≥ 9 but < 13 - Coef. 0 - 1  < 9 - Coef. 0 | 16.1 | 125% | 1/5 | 25% |
| c) Green finance raised  and facilitated target  between 2019 and  2024 (bn) | ≥ 170 - Coef. 1.25  ≥ 160 but < 170 - Coef. 1 – 1.25  ≥ 120 but < 160 - Coef. 0 - 1  < 120 - Coef. 0 | 177 | 125% | 1/5 | 25% |
| d) Number of sectors  with decarbonisation  targets in 2024 | ≥ 11 - Coef. 1.25  =10 - Coef. 1  ≥ 0 but < 10 - Coef. 0 - 1 | 5 | 50% | 1/5 | 10% |
| e) % of emission  intensity reduction of  our power generation  portfolio in 2024  (versus 2019) | ≥ 18.75% - Coef. 1.25  ≥ 15% but < 18.75% - Coef. 1 – 1.25  ≥ 0% but < 15% - Coef. 0 - 1 | 48% | 125% | 1/5 | 25% |
| Total a + b + c + d + e | | | | | 110% |
| Sustainability | | | 110% | 20% | 22% |
| Total level of achievement  2022 Plan |  |  |  |  |  | 115.2% |

Annual report 2025345

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

L. Summary of link between risk, performance and remuneration

Banco Santander's remuneration policy and its application in 2025 have promoted sound and effective risk management, at the same time

as supported the fulfilment of long-term business objectives. The key elements of the remuneration policy for executive directors making

alignment between risk, performance and reward in 2025 were as follows:

|  |  |
| --- | --- |
|  |  |
| Key words | Aspect aligning risk, performance and remuneration |
| Metrics balance | The balance of quantitative metrics and qualitative assessments, including customer, risk, capital and profitability  in relation to risk, used to determine the executive directors’ variable remuneration. |
| Financial thresholds | The adjustment to variable remuneration if certain financial thresholds are not reached, which may limit the  variable remuneration to 50% of the previous year's amount or lead to it not being awarded at all. |
| Long-term objectives | The long-term objectives linked to the last three portions of the deferred variable remuneration. These objectives  are directly associated with return to shareholders relative to a peer group, RoTE and the targets linked to our  sustainability agenda. |
| Individual performance | The discretion of the board to consider the performance of each executive director in the award of their individual  variable remuneration. |
| Variable remuneration cap | 200% of fixed remuneration. |
| Control functions involvement | The work undertaken by the human resources committee aided by senior managers leading Control functions in  relation to the analysis of quantitative metrics information and undertaking qualitative analysis. |
| Malus and clawback | Malus can be applied to unvested deferred pay and clawback can be applied to vested or paid compensation under  the conditions dictated by the Group’s remuneration policy. |
| Shareholding policy | We have demanding executive stock ownership requirements whereby they have the obligation to hold an amount  of Santander shares of at least twice their annual salary, thus reducing the incentive for short-term risk taking. |
| Payment in instruments | At least 60% of variable pay is in instruments and subject to retention or prohibition from exercise of at least one  year from their delivery. |

6.4 Directors' remuneration policy for

2026 , 2027  and  2028

Remuneration policy principles and

#### remuneration system

A. Directors' remuneration in their capacity as such

Director’s remuneration is regulated by article 58 of Banco

Santander’s Bylaws and article 33 of the Rules and regulations of

the board of directors. For  2026,  2027 and 2028 , no changes to the

principles and composition of directors’ remuneration for

supervisory and collective decision-making duties are planned with

respect of those in  2025. They are described in sections

[6.1 'Principles of the remuneration policy'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_565) and [6.2 'Remuneration](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568)

[of directors for supervisory and collective decision-making duties:](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568)

[policy applied in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568).

B. Executive directors' remuneration

Executive directors are entitled to be paid the remuneration (e.g.,

salaries, incentives, bonuses, severance payments for early

termination from such duties, and amounts to be paid by Banco

Santander for insurance premiums or contributions to savings

schemes) deemed appropriate for performing executive functions

following a proposal from the remunerations committee and by

resolution of the board of directors, subject to the limits set by law.

Principle of equal pay for equal work and equal employment

conditions for Santander executives and employees

Santander applies the equal pay principle included in the Corporate

remuneration policy of Grupo Santander for executive directors and

employees alike, which forbids any type of differential treatment

that is not exclusively based on an assessment of performance

results and corporate behaviours, and promotes equal pay for men

and women.

Furthermore, our remuneration framework rewards Santander

employees for their contribution based on such common principles

as:

• Meritocracy: Non-discrimination based on sex, age, culture,

religion or ethnicity.

• Consistency: Remuneration consistent with the level of

responsibility, leadership and performance within the Group, to

promote retention of key professionals and attract the best

talent.

• Sustainability: A remuneration framework that is sustainable in

terms of associated costs, cost control, and related objectives (as

described in the policy) that ensure variable remuneration is

commensurate with the Group's performance, disincentivize

short termism and promote long-term sustainability. The

remuneration scheme for the 1,336 Corporate Identified Staff

also includes deferrals of up to 60% of their variable

remuneration, payment of 50% of their variable remuneration in

instruments (subject to one-year retention) and malus and

clawback clauses.

Also, performance objectives for annual variable remuneration

have included since 2020 sustainability components. From 2022,

with the purpose of increasing focus on the Group's sustainability

agenda and highlight this matter as a core long-term strategy,

sustainability metrics are included (described in the next section)

for the last deferred variable remuneration payments.

Annual report 2025346

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

• Social responsibility: Employees’ pay cannot be lower than the

legal minimum wage or the living wage in the country where

they work. Additionally, in order to give our social responsibility

prominence in remuneration, the Group’s responsible banking

objectives for employee remuneration include the people

financially included metric.

• Performance-based pay: Variable remuneration is subject to the

achievement of (i) annual objectives (set out in section 6.4.B.ii.B),

which reflect customer and profitability strategy, promote proper

risk management and cost-effective capital allocation, and

discourage short-term management focus; and (ii) long-term

objectives (see section 6.4.B.ii.B), which support a sustainable

balance sheet, shareholder return, the Group’s profitability and

sustainability of the Group's activities and the way they are

carried out.

Also, as detailed at the beginning of section [6.3 'Remuneration of](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571)

[directors for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571), Banco Santander conducts an

annual comparative review of executive directors’ and top

management remuneration. The analysis group in 2026 consists of

BBVA, BNP Paribas, Citi, Crédit Agricole, HSBC, ING, Itaú,

Scotiabank and Unicredit, based on their market capitalization,

global scale, brand recognition, geographical diversification,

business model and regulatory framework. The incorporation of US

and Brazilian banks is justified by the strong presence of Banco

Santander in those countries, where Santander is listed (the New

York Stock Exchange and Brazilian Stock Exchange of São Paulo).

Our findings show that Banco Santander does not apply any

remuneration elements to its executive directors that deviate from

common market practice.

C. Key changes to the 2026 remuneration policy

Banco Santander continued to engage with shareholders and proxy

advisors throughout 2025. In this context, investors broadly viewed

the amendments to the 2025 remuneration policy as positive and

didn’t raise the need for additional amendments to the key

elements we addressed last year. Thus, the proposed

remuneration policy for 2026 centres on further aligning the

remuneration framework with the strategic priorities that we

presented at the 2026 Investor Day. The Group reviewed the

structures of both short and long-term incentives and their

associated metrics and weightings to make sure that they properly

promote the execution of our strategy and sustainable, long-term

shareholder value.

Moreover, and as investor feedback suggests, Banco Santander has

made further progress in simplifying the quantitative and

qualitative components of the bonus scorecard to increase clarity

and understanding.

According to the board, this approach translates into a stable,

transparent remuneration framework that aligns well with the

new strategy, reinforces pay-for-performance principles, supports

long-term performance, and continues to match shareholders’

expectations.

Directors’ remuneration for 2026

#### A. Directors' remuneration in their capacity as such

In 2026, directors, in their capacity as such, will receive

remuneration for supervisory and collective decision-making duties

for a total of up to EUR 6 million (amount that has not been

updated since 2012 and was last approved by the 2025 AGM). It

consists of:

• annual allocation, and

• attendance fees.

For 2026, the board of directors, on the remuneration committee’s

recommendation, approved a 5% increase (in respect of 2025) to

the annual allotments for the board (Chair and members) and its

committees (including the executive committee), as well as to the

amount allocated to the role of Lead Independent Director and

non-executive Vice Chair and to attendance fees. This increase is

below the average remuneration increase of the Grupo Santander’s

staff in Spain in 2025 vs. 2024 on a like for like basis, which is 6%,

and has been approved in accordance with the most recent market

benchmarking analysis we conducted alongside an independent

expert. The analysis confirmed a broadly competitive positioning,

while indicating room to increase remuneration to further

strengthen market alignment.

The specific amounts and the form of payment are determined by

the board of directors in the manner described in the respective

[6.2 'Remuneration of directors for supervisory and collective](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568)

[decision-making duties: policy applied in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568) section of the

Annual report, based on the objective circumstances of each

director.

Additionally, as indicated in the description of the director

remuneration system, Banco Santander will pay its directors’ the

corresponding civil liability insurance premium in 2026. The related

policy is common to all executives and was taken out under usual

market condition, proportionate to Banco Santander's situation.

B. Executive directors' remuneration for the performance

#### of executive duties

This section provides further details concerning the decisions made

by the remuneration committee and board of directors in respect of

2026 executive director’s compensation for their executive duties,

including firmwide performance highlights under their leadership

and context for the upcoming cycle:

• Record results and full delivery of 2025 Investor Day

commitments: 2025 attributable profit of EUR 14,101 million in

2025, a record for the fourth consecutive year, driven by

significant revenue growth across global businesses and larger

customer base. Under our executive directors' leadership, Group

has delivered on all financial and strategic commitments

established for 2025 at the previous Investor Day.

• This sustained financial performance translated into significant

shareholder value creation: total shareholder return (absolute

and relative vs. our peer Group) for the period 2025 was of

+132% (the best among our group of peers) and +60%

respectively, positioning Banco Santander as the largest bank by

market capitalization in the Eurozone. Share price performance

and market re-rating reflect market confidence in the Grupo

Santander’s strategy, execution and leadership.

6 As indicated in the next section, executive directors contribution to the benefit systems includes both fixed and variable components

Annual report 2025347

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• Inorganic Strategy: outstanding execution of the Group’s

inorganic strategy, exemplified by the sale of Santander Poland

and the acquisitions (subject to obtaining the relevant regulatory

and corporate approvals) of TSB in UK and Webster in US. These

transactions demonstrate disciplined capital allocation, reinforce

Santander’s leadership in key markets, and clearly reflect

Executive Director’s ability to reshape the Group’s portfolio to

enhance profitability and shareholder value.

• Ambitious targets for the new strategic cycle: following

completion of the 2025 cycle, the 2026 Investor Day set

ambitious financial and strategic objectives through 2028.

Delivering this next phase will require sustained execution,

continued transformation and disciplined capital allocation in an

evolving macroeconomic and competitive environment.

• Evolving international footprint & compensation competitive

positioning: Banco Santander’s earnings profile is increasingly

international, with a significant proportion of revenues generated

in the Americas. While the current peer group reflects

Santander’s diversified presence, the strengthening of its

position in the Americas with the acquisition of Webster

reinforces the importance of maintaining appropriate

compensation competitive positioning to support leadership

stability and sustained performance in the next strategic cycle.

In light of this sustained outperformance, consistent delivery

across the completed strategic cycle and the expanded scope and

complexity of the next phase, the board of directors, on the

remuneration committee’s recommendation, determined that a

measured increase of + 5% to their gross annual salaries and

target bonuses for 2026 was appropriate (this is below the average

remuneration increase of the Grupo Santander’s staff in Spain in

2025 vs. 2024 on a like for like basis, which is +6%).

i) Fixed remuneration components

A) Gross annual salary

As a result of the aforementioned proposal of increase, the annual

salaries for 2026 amount to EUR 3,607 thousand for Ana Botín and

EUR 3,308 thousand for Héctor Grisi.

Likewise, their gross annual salary amounts may increase owing to

adjustments made to the fixed remuneration mix based on the

criteria approved by the remuneration committee, provided this

does not entail any cost increase for Banco Santander.

B) Other fixed remuneration components

• Benefit systems: defined contribution schemes as set out in

section 'Benefit schemes' 6 . And regarding fixed pension

contribution (22% of gross annual salary), for 2026 will amount

to EUR 793 thousand for Ana Botín and EUR 728 thousand for

Héctor Grisi.

• Furthermore, with regard to the supplement to the Executive

Chair’s fixed remuneration amounting to EUR 525 thousand per

year, which was established in 2018 in connection with the

elimination of her supplementary death and disability pension

schemes and which she received until October 2025, the policy

provides for the maintenance of this amount in order to prevent

any unintended reduction in the Executive Chair’s remuneration.

This supplement shall be excluded from the calculation of

contributions to the pension scheme in which the Executive Chair

participates and from any other remuneration items linked to her

fixed remuneration.

• Social welfare benefits: executive directors will also receive

social welfare benefits such as life insurance premiums, travel

grants, medical insurance and the allocation of remuneration to

employee loans, in accordance with Banco Santander’s general

policy for senior management, and in the same terms as the rest

of employees.

• Likewise, Banco Santander makes available to directors the

human and material means required or considered appropriate

for carrying out their duties (including any travel required for the

exercise of their role). Any eventual private use of these means

by the executive directors is duly paid by them under the similar

terms and conditions that would be applied to third independent

party under the supervision of the audit committee. This

information can also be found under the 'Benefit plans' section.

ii) Variable remuneration components

The board approved the policy on executive directors' variable

remuneration for 2026 on the remuneration committee's

recommendation, based on the remuneration policy principles

described at the beginning of this section [6.4 'Directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574)

[remuneration policy for 2026, 2027 and 2028'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574).

Executive directors’ variable remuneration consists of a single

incentive scheme, linked to the achievement of short-and long-

term objectives which constitutes the eleventh cycle of the

deferred multiyear objectives variable remuneration plan. This

incentive shall be governed by the provisions set forth in this policy

and, in all matters not regulated herein, to the rules established by

the board of directors in the regulations governing the incentive, as

well as in the respective contracts and such supplementary

documentation as may be necessary or appropriate.It is structured

as follows:

• The final amount of variable remuneration will be set at the start

of the following year (2027) based on the target bonus amount

and subject to compliance with the annual objectives described

under section B) below.

• 40% of the incentive will be paid immediately once the final

amount has been set, and 60% will be deferred and paid out over

five years and subject to long-term metrics:

• The amount deferred over the first two years (20% of the total)

will be paid in 2028 and 2029 on the condition that no malus

clauses described under section 6.3 B v) are triggered.

• The amount deferred over the next three years (40% of the

total) will be paid in 2030, 2031 and 2032, on the condition

that no malus clauses are triggered and long-term targets –

described in section D) Deferred incentive subject to long-term

performance objectives– are met.

The Group can clawback incentives already paid in the cases and

during the term set out in its malus and clawback policy, described

under section 6.3. B) v).

Exceptionally, when a new executive director joins Banco

Santander, his/her variable pay may include a sign-on bonus and/

or buyouts.

Annual report 2025348

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Variable components in executive directors’ total remuneration for

2026 cannot exceed the limit of 200% of fixed components

submitted for approval to the 2026 AGM. However, under EU

regulations on remuneration, certain variable components can be

excluded.

The proportion of fixed and variable remuneration elements of

Banco Santander executive directors is due to the European

regulation set out in the CRD V directive. In this sense, the setting

of higher fixed amounts than other executive directors of non-EU

banks within our peer group is due precisely to the non-

requirement of this limit 2:1 of variable/fixed components for non-

EU banks.

A. Target bonus

Variable remuneration for executive directors in 2026 will be set, at

the beginning of 2027, based on bonus pool results versus items

detailed in the scorecard herein, their individual target bonus and

the achievement of their individual objectives.

As a result of the aforementioned proposal of increase, the target

bonuses for 2026 amount to EUR 6,701 thousand for Ana Botín and

EUR 4,631 thousand for Héctor Grisi.

B. Setting of final variable remuneration based on yearly results

During 2025, the board of directors, upon proposal of the

remuneration committee, approved an update to the bonus

framework applicable from 2026 onwards.

The revised framework enhances alignment with the Group’s

Investor Day targets and further advances the simplification of the

scorecard.

Under this updated framework, executive directors’ variable

remuneration for 2026 will be based on performance against the

following components:

1. A set of quantitative metrics, structured around three strategic

categories (business transformation - the first two ones-,

capital and sustainable profitability) with the following

weightings:

i. Active customers (growth): 20%. Active customers allow

sustainable growth and it is a clearest indicator of franchise

vitality and competitive relevance. This metric measures

quality growth instead of volume expansion and also ensures

that short-term incentive does not encourage purely financial

optimisation at the expense of commercial momentum. Active

customers imply:

1. Revenue durability and recurring income.

2. Higher product penetration.

3. Deposit stability and funding strength.

4. Long-term earnings growth potential.

ii. Cost metric: 20%. Cost evolution directly measures

management’s ability to deliver operational discipline and

execute transformation. In a structurally competitive and

regulated industry:

1. Efficiency is a structural advantage.

2. Scale must translate into productivity gains.

3. Digitalisation and simplification must convert into

measurable savings.

iii. Capital generation (CET1): 25%. Capital generation is aligned

with investor priorities and capital reality, and has become one

of the most scrutinised metrics by investors. In the short term

incentive of the scorecard, capital:

1. Aligns management directly with shareholder

expectations.

2. Reinforces prudent risk management.

3. Signals credibility in delivering shareholder distributions.

iv. RoTE metric: 35%. RoTE remains the most comprehensive

metric of profitability within the industry, and ensures that:

1. Growth translates into returns.

2. Capital strength is not achieved at the expense of

profitability.

3. Cost discipline feeds directly into shareholder value.

2. A qualitative assessment, streamlined from four to two

components:

i. Risk and Compliance, with an increased weighting of +/-15%,

reinforcing alignment with prudent risk management and

regulatory expectations and incorporating relevant E&S risk

management indicators.

ii. Relative performance versus peers, maintained at +/-10%,

providing an external performance benchmark to support

bonus calibration in a competitive market environment.

As part of the simplification of variable remuneration

framework, sustainability no longer features as a standalone

qualitative component but, in addition to the incorporation of

E&S risk management indicators in the risk and compliance

qualitative assessment, sustainability-related objectives will

continue to be reflected within the long-term incentive

framework, consistent with their multi-year time horizon. In

addition, from 2026 onwards, the long-term metrics (including

these sustainability-related objectives) will apply to a broader

population of approximately 250 senior executives across the

Group (compared to the Top 38 executives in 2025), further

strengthening alignment across senior leadership.

3. An exceptional adjustment that must be duly supported and

may involve changes owing to control and/or risk deficiencies,

negative assessments from supervisors or unexpected material

events.

Annual report 2025349

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Quantitative  metrics | `+/- | Qualitative  assessment | ?+/- | Exceptional  adjustment |

Accordingly, the proposed quantitative metrics and weightings

are:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Category | MetricsA | Weighting |
| Transformation:  Weight: 40% | Active customers  (growth) | 20% |
| Costs | 20% |
| Capital  Weight: 25% | Capital generation | 25% |
| Sustainable  profitability  Weight: 35% | RoTE | 35% |
|  | | |

A. For this purpose, these metrics may be adjusted upwards or downwards by the

board, following a proposal from the remuneration committee, when inorganic

transactions, material changes to the Group’s composition or size or other

extraordinary circumstances (such as impairments, extraordinary impacts of

macroeconomic environment, regulatory changes or restructuring processes)

have occurred which affect the suitability of the metric and achievement scale

established in each case and resulting in an impact not related to the

performance of the executive directors and executives being evaluated.

And finally, to the result obtained above, we add or subtract the

qualitative assessment according to this table:

|  |  |
| --- | --- |
|  |  |
| Qualitative assessment | Weight |
| Bench vs. peers | +/-10% |
| Risk and Compliance | '+/-15% |

Lastly, as additional conditions for determining the incentive, the

following circumstances must be confirmed to set variable pay:

• If the Group’s ONP for 2026 were 50% less than in 2025, variable

pay would in no case exceed 50% of the benchmark incentive for

2026.

• If the Group’s ONP were negative, the incentive would be zero.

When setting individual bonuses, the board will also consider

restrictions to the dividend policy imposed by supervisors.

C) Forms of payment of the incentive

To strengthen a strategic line that is key to Banco Santander's

future, and with the aim of providing a strong alignment with

PagoNxt's success, the Executive Chair and the CEO will continue to

receive RSU of PagoNxt.

The RSU substitute part of their variable pay instruments in Banco

Santander shares without increasing their total pay and will not

represent more than 10% of their variable pay.

Specifically, as regards 2026, Ana Botín would receive the

equivalent of EUR 500 thousand in RSU, and Héctor Grisi would

receive the equivalent of EUR 420 thousand in RSU, in accordance

with PagoNxt's long term incentive plan. Each RSU would grant the

right to a share in PagoNxt or the holding entity of its group (or its

equivalent in cash) at the moment when, according to such plan, a

liquidity event, a repurchase or a liquidation of such instruments

takes place.

This plan is subject to the same principles of risk alignment,

variable remuneration caps, deferrals and malus and clawback as

the incentive which applies to executive directors described herein,

but with payment being done in PagoNxt instruments.

Therefore, the variable remuneration of executive directors will be

paid 60% in instruments, split as:

• the amount of PagoNxt RSU set for each year (which cannot

exceed 10% of their variable pay); and

• the rest, all in shares of Banco Santander.

One portion will be paid in 2027 and the other will be deferred for

five years and contingent on long-term metrics:

a) 40% of variable remuneration is paid in 2027 net of tax, with

50% in cash and 50% in instruments.

b) 60% paid, if applicable, in five parts in 2028, 2029, 2030, 2031

and 2032 (net of tax), in instruments, under the conditions

stipulated section E) below, according to the following annual

distribution:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | 2028 | 2029 | 2030 | 2031 | 2032 |
| % Variable  remuneration | 10% | 10% | 13.33% | 13.33% | 13.33% |
| In cash | 5% | 5% | 3.33% | 3.33% | 3.33% |
| In instruments | 5% | 5% | 10% | 10% | 10% |

This distribution will likewise be followed for the payments to

be made in the corresponding years under the tenth cycle of

the deferred multiyear objectives variable remuneration plan.

The final three payments, weighting 40%, will also be subject to

long-term objectives described in section D) below.

Shares shall be subject to a three-years retention period, unless

the executive directors already hold shares for an amount

equivalent to 200% of their fix annual remuneration -in which case

the regulatory one year retention period will apply.

D) Deferred variable pay subject to long-term objectives

The remuneration committee proposed to maintain the current

long-term performance metrics and weightings for the 2026-2028

performance cycle, as they remain fully aligned with the Group’s

commitments presented at Investor Day. The framework continues

to prioritise long-term shareholder returns, profitability in the

long-term as well as the sustainability of the balance sheet and its

activities and how we carry them out.

From 2026 onwards, the long-term metrics will apply to a broader

population of approximately 250 senior executives across the

Group, including executive directors, compared to the Top 38

executives in 2025. This extension reinforces alignment across

senior leadership with the Group’s long-term strategic and

financial objectives.

Accordingly, the long-term performance metrics and weightings

will continue to be:

7TSR refers to the difference (%) between the final and initial values of capital invested in ordinary shares of Banco Santander. The final value is calculated based on the

dividends or other similar concepts (such as the Santander Scrip Dividend programme) shareholders receive for this investment during the corresponding period -as if they

had invested in more shares of the same type at the first date on which the dividend or similar concept was payable to shareholders- and the weighted average share price at

that date. To calculate TSR, the weighted average daily volumes of the weighted average listing prices for the fifteen trading sessions prior to 1 January 2026 (exclusive) is

considered (to calculate the initial value) and the fifteen trading sessions prior to 1 January 2029 (exclusive) (to calculate the final value).

8 There are thresholds that go beyond current targets, which should not be considered a revision of them, but a way to further motivate our management team, in order to

progress beyond targets on sustainability main strategic lines.

Annual report 2025350

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

• Relative performance of Banco Santander's TSR, with a weighting

of 50% of the total (unchanged from 2025, when the weighting

was increased to reinforce alignment with shareholder returns).

• RoTE with a weighting of 30%, as a measure of sustainable long-

term value creation.

• Sustainability metrics, with a weighting of 20% of the total.

Thus, the amounts deferred in 2030, 2031 and 2032 will be paid on

the condition that the group achieves these long-term targets for

2026-2028, in addition to the terms described in section B). The

long-term specific targets and coefficients are:

A. Relative performance of Banco Santander's TSR in 2026-2028

in respect of the weighted TSR of a peer group comprising 9

credit institutions, with the appropriate TSR ratio based on the

group’s TSR among its peers.

|  |  |
| --- | --- |
|  |  |
| Ranking of Santander TSR | 'TSR Ratio' |
| The 100th percentile | 1.5 |
| Between the 75 th and 100  th percentiles  (not inclusive) | 1 – 1.5 A |
| Between the 50 th and 75  th percentiles (not  inclusive) | 0.5 - 1A |
| Less than the 50 th percentile | 0 |

A. Proportional increase in TSR coefficient within this bracket of the scale according

to the number of positions moved up in the ranking.

TSR 7 measures the return on shareholders’ investment. It is the

sum of the change in share price plus dividends and other similar

items shareholders can receive during the period.

The peer group comprises BBVA, BNP Paribas, Citi, Credit Agricole,

HSBC, ING, Itaú, Scotiabank and Unicredit.

B. Banco Santander’s consolidated RoTE target in 2028. The RoTE

ratio for this target is obtained as follows:

|  |  |
| --- | --- |
|  |  |
| RoTE in  2028 (%) | ‘RoTE Ratio' |
| ≥ 22% | 1.5 |
| ≥ 18% but <22% | 0 – 1.5 A |
| < 18% | 0 |

A. Straight-line increase in RoTE coefficient within this bracket of the scale based on

the specific percentage of RoTE in 2028.

C. Sustainability metrics.

The sustainability metrics are designed to support delivery of the

Group’s sustainability goals, while contributing to a simplified and

focused long-term incentive structure.

More specifically, for the 2026 incentive, the sustainability portion

of the long-term incentive will be determined based on

performance in the following metrics and targets, which together

determine the final payout of 20% of the portion of variable

compensation tied to multi-year goals. Actions lines and associated

targets are described below 8:

1. Women in executive positions by 2028:

In those geographies where regulation or governmental policy

does not support establishing specific inclusivity objectives, there

will not be specific goals tied to incentive compensation and will

not be included in the methodology or formula that determines an

element of the total executive payout. In those instances, and to

the extent permissible, they will be assessed with other Group’s

initiatives, factors or projects as aspirational goals that can be a

factor considered in making compensation decisions.

|  |  |
| --- | --- |
|  |  |
| Women in executive positions B (%) | Coefficient |
| ≥ 39.4% | 1.25 |
| ≥ 38.8% but < 39.4% | 1 – 1.25 A |
| ≥ 37.8% but < 38.8% | 0 – 1A |
| < 37.8% | 0 |

A. Increase of the coefficient is proportional to its position on this line of the scale.

B. Executive positions make up 15% of the total workforce.

2. Average annual total number of people that received financial

inclusion support in the period 2026 and 2028:

|  |  |
| --- | --- |
|  |  |
| Financial inclusion  B (millions of people) | Coefficient |
| ≥ 6,5 | 1.25 |
| ≥ 5 but < 6,5 | 1 – 1.25 A |
| ≥ 3.5 but < 5 | 0 – 1A |
| < 3.5 | 0 |

A. Increase of the coefficient is proportional to its position on this line of the scale.

B. Average annual total number of people unbanked, underbanked, in financial

distress or with difficulty to access credit to whom we provide tailored access and

finance solutions, aiming to meet local financial inclusion needs in a recurrent,

comprehensive, affordable and effective way.

Financial Inclusion thresholds have shifted from accumulative to annual average

because it reflects better the performance of these programs.

3. Sustainable business. This goal includes how we support our

customers' business through sustainable finance:

|  |  |
| --- | --- |
|  |  |
| Finance raised and facilitated B between 2026 and  2028 (EUR bn) | Coefficient |
| ≥ 240 | 1.25 |
| ≥ 192 but < 240 | 1 – 1,25 A |
| ≥ 140 but < 192 | 0 – 1 A |
| < 140 | 0 |

A. Increase of the coefficient is proportional to its position on this line of the scale.

B. Grupo Santander's contribution to our customers’ sustainable business: CIB green

finance raised and facilitated and Retail & Commercial sustainable finance finance

and Digital Consumer Bank green finance.

Each sustainability goal has a different weighting:

1. Women in executive positions: 20%

2. Financial inclusion: 20%

3. Sustainable business: 60%

C = (20% Goal 1 +20% Goal 2 +60% Goal 3)

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9When termination of the relationship with Banco Santander or another entity of the Santander Group is due to retirement, early retirement or pre-retirement of the executive

director, for a termination judicially declared to be improper, unilateral separation for good cause by an employee (which includes, in any case, the situations set forth in

section 10.3 of Royal Decree 1382/1985 of 1 August governing the special relationship of senior management, for the persons subject to these rules), permanent disability or

death, or as a result of an employer other than Banco Santander ceasing to belong to the Santander Group, as well as in those cases of mandatory redundancy, the right to

delivery of the shares and cash amounts that have been deferred, as well as, where appropriate, the amounts derived from the inflationary adjustment of the deferred

amounts in cash, shall remain under the same conditions in force as if none of such circumstances had occurred. In the event of death, the right shall pass to the successors of

the executive director. In cases of justified temporary leave due to temporary disability, suspension of the contract of employment due to maternity or paternity, or leave to

care for children or a relative, there shall be no change in the rights of the executive director. If the executive director goes to another company of the Santander Group

(including through international assignment and/or expatriation), there shall be no change in the rights thereof.If the relationship terminates by mutual agreement or because

the executive director obtains a leave not referred to in any of the preceding paragraphs, the terms of the termination or temporary leave agreement shall apply. None of the

above circumstances shall give the right to receive the deferred amount in advance except where necessary to comply with mandatory regulations or, where appropriate, to

avoid a conflict of interest. If the executive director or the successors thereof maintain the right to receive deferred remuneration in cash and shares, as well as, where

appropriate, the amounts derived from the inflationary adjustment of the deferred amounts in cash, such remuneration shall be delivered within the periods and upon the

terms set forth in the Regulations of the plan.

Annual report 2025351

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Finally, the following formula will be used to set the annual

amount of performance-based deferred variable remuneration in

2030, 2031 and 2032 ('final annuity'), without prejudice to any

adjustment deriving from the application of the malus policy (see

section 6.3 B v):

Final annuity = Amt. x (5/10 x A + 3/10 x B + 2/10 x C)

where:

• 'Amt.' is one third of variable remuneration deferred conditional

on performance (i.e. Amt. will be 13.33% of the total incentive

set in early 2027).

• 'A' is the TSR ratio calculated as the scale in the table above,

according to the relative performance of Banco Santander’s TSR

within its peer group in 2026-2028.

• ‘B' is the RoTE coefficient according to the scale in the table

above, based on RoTE at year-end 2028.

• ‘C’ is the coefficient resulting from the sum of weighted

coefficients for each of the three sustainability targets for 2028

(see section (c) above).

• In any event, if the result of (5/10 x A + 3/10 x B +2/10 x C) is

greater than 1.25, the multiplier will be 1.25.

And the maximum achievement ratio will also remain at 125% so

executives have the incentive to exceed their targets; however, the

maximum achievement ratio for effectively paid remuneration will

not exceed the thresholds approved at the AGM.

Lastly, to verify compliance with these long-term objectives, the

board, following a proposal from the remuneration committee,

may adjust them to remove the effects of any regulatory change to

its calculation rules or any extraordinary circumstances (such as

impairments, corporate transactions, share buybacks or

restructuring procedures) that have occurred which affect the

suitability of the metrics and achievement scales established in

each case and resulting in an impact not related to the

performance of the executive directors and executives being

evaluated.

E) Other terms of the incentive

Payment of the deferred amounts (including those linked to long-

term targets) will occur only if they remain in the Group 9 and none

of the circumstances triggering malus clauses arise (as per the ex

post adjustments (malus and clawback) section in the Group’s

remuneration policy) under terms similar to those indicated for

2025 (detailed in section 6.3 B v)). Furthermore, the Group can

claw back paid incentives under the scenarios, period and terms

and conditions set out in the remuneration policy, expanded in

2023 to adapt it to the new SEC regulation.

Malus and clawback adjustment provisions are triggered in the

event of poor financial performance of the institution as a whole or

of a specific division or area thereof or of the exposures from staff

as a result of an executive(s)’s management of, at least, one of

these factors:

• Significant failures in risk management by Banco Risk Santander,

or by a business or risk control unit.

• An increase in capital requirements at the Banco Santander or

one of its business units not Capital planned at the time that

exposure was generated.

• Regulatory penalties or legal convictions for events that might be

attributable to the unit or Regulation and staff responsible for

them. In addition, failure to internal codes comply with Banco

Santander’s internal codes of conduct.

• Improper conduct, whether individual or collective. Negative

effects deriving from the marketing of unsuitable products and

the Conduct liability of persons or bodies making such decisions

will be considered especially significant.

And the effect of inflation on the deferred amounts in cash may be

offset.

The remuneration committee may propose to the board

adjustments in variable remuneration under exceptional

circumstances owing to internal or external factors, such as

requirements, orders or recommendations issued by regulatory or

supervisory bodies. Such adjustments will be described in detail in

the report on the remuneration committee and the annual report

on directors’ remuneration put to a non-binding vote at the AGM.

F) Payments of variable remuneration in instruments

Pursuant to the remuneration policy in force, the maximum

number of shares that may, where applicable, be delivered to each

executive director under the eleventh cycle of the deferred

multiyear objectives variable remuneration plan shall be

determined by the board of directors on the basis of the average

weighted daily volume of the average weighted listing prices of

Santander shares during the thirty trading sessions prior to the

Friday (exclusive) preceding the date of the board meeting at which

the bonus for the executive directors for financial year 2026 is

approved (the '2027 Listing Price').

It has been estimated that the maximum amount to be delivered in

shares to the executive directors of Banco Santander amounts to

EUR 14 million (the 'Maximum Amount Distributable in Shares for

Executive Directors' or 'MADSED'). The maximum number of

Santander shares that may be delivered to the executive directors

(the 'Limit on Shares for Executive Directors' or 'LSED') will be

determined by applying the following formula:

Annual report 2025352

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LSED = MADSED / 2027 Listing price

Hedging transactions in respect of the value of Santander shares

received during the retention and deferral periods are expressly

prohibited. The sale of such shares during the year following their

delivery is likewise prohibited. Additionally, the shares shall be

subject to the shareholding policy described below under section

'iii) Shareholding'.

In any event, the final number of shares to be delivered to each

executive director shall take into account the amount resulting

from the application of the corresponding taxes (withholdings or

payments on account) in accordance with the procedure

established in the regulations governing the relevant cycle.

The shares to be delivered to the executive directors may be owned

by the Banco Santander or any of its subsidiaries, may be newly

issued shares, or may be obtained from third parties with whom

agreements have been signed to ensure that the commitments

made will be met.

G) Other provisions related to the eleventh cycle of the deferred

multiyear objectives variable remuneration

The board of directors shall implement the eleventh cycle of the

deferred multiyear objectives variable remuneration plan. For such

purpose, and without prejudice to any other powers recognised

within the scope of its authority, the board of directors may carry

out the following actions, which, having been reduced as regards

those existing for previous cycles, will only be applied where duly

justified:

a. To interpret, specify and develop, as necessary or appropriate,

the terms of the cycle set forth in the policy and to approve the

regulations and agreements through which the eleventh cycle is

implemented, as well as the rest of cycles of the plan that

remain in force.

b. To approve and carry out such communications and take any

action as may be necessary before public or private entities to

better implement the cycle.

c. To implement the cycle in its own terms and, for such purpose,

to: (i) determine the number of shares to be received by each

executive director, updating such number in the event of

changes in the nominal value of the shares or transactions with

an equivalent effect, so as to maintain the percentage they

represent of the total share capital; (ii) compensate for any

dilution effect affecting shares subject to deferred delivery (and

not yet delivered) as a result of corporate transactions or

shareholder distributions; (iii) extend the deferral period or the

deferred amounts in order to adapt them to applicable legal or

regulatory requirements; (iv) verify the achievement of the

objectives established for the cycle, being allowed to rely on

duly qualified third parties to verify the degree of achievement

thereof; (v) determine the level of achievement of the objectives

and, upon proposal of the remuneration committee and with

due justification, adjust such level positively or negatively

where (a) regulatory changes, inorganic transactions, material

changes in the composition or size of the Group, or other duly

justified extraordinary circumstances (such as impairments,

legal changes, corporate transactions, share buyback

programmes or restructurings) have occurred, and (b) such

changes affect the suitability of the metric and achievement

scale established in each case or result in an impact unrelated

to the performance of the executive directors assessed.

d. To adapt the share delivery mechanisms (in all cases subject to

the maximum amount approved and to the essential conditions

upon which delivery depends), as well as those mechanisms

implemented for the payment of taxes.

e. Where duly justified (including where motivated by legal,

regulatory or tax reasons, by criteria of competent authorities,

or by inorganic transactions, similar events or extraordinary

circumstances), upon proposal of the remuneration committee

and, in any event, without altering the basic elements defined

by the general shareholders’ meeting or exceeding the limits

approved thereby, the board may also adjust the provisions of

the plan to the circumstances that may arise at any given time,

including: (i) adapting the peer group where unforeseen

changes or objective circumstances require modification of the

comparison rules or of the peer group itself, and, where a

mandatory regulation or administrative interpretation prevents

the implementation of the cycle on the terms provided, making

the necessary adjustments; and (ii) adapting the metrics and the

associated achievement scales (including through the

adjustment, removal or inclusion of metrics) in order to ensure

better alignment of the plan with the objectives pursued

thereby, as set forth in the policy.

The board of directors is also authorised to delegate (with the

power of substitution when appropriate) to the executive

committee or to any director with delegated powers those powers

granted under this policy that are delegable, without prejudice to

any powers of attorney that may exist or be granted in relation

thereto, and to the role of the Group human resources committee

in interpreting and implementing the foregoing provisions.

iii. Shareholdings

As described in section [6.3.E](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571), in addition to the regulatory

obligation not to sell shares they receive as remuneration for a

year since from their award date, in order to comply with

recommendation 62 of the Spain's Corporate Governance Code, the

policy on shareholdings includes the obligation for executive

directors not to sell the shares they receive as variable

remuneration for a period of three years from their award date,

unless the executive director already holds Banco Santander shares

for an amount equivalent to twice his/her annual salary.

Directors’ remuneration for

#### 2027and2028

#### A. Directors’ remuneration in their capacity as such

For 2027 and 2028, no changes to directors’ remuneration are

planned in respect of what is foreseen herein for 2026. However,

shareholders at the 2027 or 2028 AGMs may approve an amount

higher than the six million euros currently in force, or the board

may approve an alternative allocation of that amount to directors

in accordance with the criteria in article 58.2 of Banco Santander’s

Bylaws (i.e. duties and responsibilities; positions held on the board;

membership and attendance at committee meetings; and other

objective circumstances).

B. Directors' remuneration for the performance of

#### executive duties

Executive directors’ remuneration will conform to principles similar

to those applied in 2026, with the following changes.

Annual report 2025353

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i) Fixed components of remuneration

A) Gross annual salary

Executive directors’ annual gross fixed pay may be adjusted each

year based on the criteria approved by the remuneration

committee at any given time.

Otherwise, it must be disclosed in the report on the remuneration

committee and the annual report on director's remuneration put to

a non-binding vote at AGM.

B) Other fixed remuneration components

No changes planned in respect of the terms for 2026.

ii) Variable remuneration components

The policy on executive directors’ variable remuneration for 2027

and 2028 will be based on the same principles as in 2026,

following the same single-incentive scheme (by implementing a

new cycle for each financial year under the deferred multiyear

objectives variable remuneration plan), and subject to the same

rules of operation and limitations.

A) Setting variable remuneration

Executive directors’ variable remuneration for 2027 and 2028 will

be set based on the corporate bonus pool and a benchmark

approved for each year which takes into account:

• a set of short-term quantitative metrics measured against annual

objectives and aligned with the Group’s strategic plan. These

metrics will also cover, at least, solvency and customers (the

board of directors is entitled, upon proposal of the remuneration

committee, to adjust the metrics as necessary to ensure that they

reflect the Group’s strategy). They can be measured at Group

level and, where applicable, at division level, for a specific

business division headed by an executive director. The results of

each metric can be contrasted with the budget for the financial

year, as well as with growth from the previous year.

• a qualitative assessment that cannot raise or lower the result of

the quantitative metrics by more than 25%. It will be conducted

for the same categories as the quantitative metrics, including

relative performance against market and risk and compliance

management.

• an exceptional adjustment that must be duly substantiated and

may involve changes owing to control and/or risk shortfalls,

negative assessments from supervisors or unexpected material

events.

The quantitative metrics, the qualitative assessment and potential

extraordinary adjustments will allow main objectives are

considered from the perspective of the various stakeholders and

that the importance of risk and capital management is factored in.

Once the corporate bonus pool is fixed according to the criteria

above, the board of directors, further to a proposal from the

remunerations committee, decides on the individual bonus, taking

into consideration the level of achievement of their individual

objectives, which in general terms coincide with the bonus pool

metrics, their compliance with corporate values and risk culture.

Lastly, the following circumstances must be confirmed to set

variable remuneration:

• If ONP (ordinary net profit, as described in section 6.3) does not

reach a certain compliance threshold, the incentive cannot

exceed 50% of the year’s individual target bonus.

• If the group’s ONP were negative, the incentive would be zero.

• When setting individual variable pay, the board will also consider

restrictions to the dividend policy imposed by supervisors.

B) Forms of payment of the incentive

The variable remuneration of executive directors for 2027 and

2028, will be paid as follows:

• 40% in cash;

• and 60% in instruments, split as follows:

• the amount of PagoNxt RSU set for each year (as described

below); and

• the rest, all in shares of Banco Santander.

It is also envisaged that for 2027 and 2028 Ana Botín would receive

the equivalent of EUR 500 thousand in RSUs, and Héctor Grisi

would receive the equivalent of EUR 420 thousand in RSU, in

accordance with PagoNxt's long term incentive plan. Each RSU

would grant the right to a share in PagoNxt or the holding entity of

its group (or its equivalent in cash) at the moment when, according

to such plan, a liquidity event, a repurchase or a liquidation of such

instruments takes place.

The RSU will substitute part of their Santander variable pay

instruments without increasing their total pay and will not

represent more than 10% of their variable pay in any event.

C) Deferred variable remuneration subject to long-term

objectives

The last three annual payments of each deferred variable

remuneration amount will be made in accordance with the terms

described under the eleventh cycle of this variable remuneration

plan and if the Group fulfils long-term objectives for at least 3

years. This may confirm, reduce or increase payment amounts and

the number of deferred instruments.

Long-term metrics will reflect value creation and shareholder

returns as well as capital and sustainability over a minimum period

of 3 years. They will be aligned with the Group’s strategic plan and

main priorities towards its stakeholders. They can be measured for

the entire Group or by country or business, when appropriate, and

subsequently compared to a group of peers. The board of directors,

upon proposal of the remuneration committee, shall determine the

specific long-term objectives and payout scales that reflect

alignment with the Group’s strategic plan.

D) Other terms of the incentive

No changes to the continuity, malus and clawback clauses of the

remuneration policy for 2026 described in the eleventh cycle of this

variable remuneration plan. Furthermore, no changes are planned

( in connection with the same cycle) in respect of the clauses on

hedging instruments or the deferred amounts in cash adjusted for

inflation.

E) Payments of variable remuneration in instruments

The provisions set forth in relation to the eleventh cycle of this

deferred multiyear objectives variable remuneration plan shall

likewise apply, mutatis mutandis, to the cycles of the incentive to

be approved for financial years 2027 and 2028.

In particular, for the purpose of determining the number of shares

to be delivered, account shall be taken of the average weighted

daily volume of the average weighted listing prices of Santander

Annual report 2025354

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shares during the thirty trading sessions prior to the Friday

(exclusive) preceding the date of the board meeting at which the

bonus for the executive directors for the corresponding financial

year is approved.

It has been estimated that the maximum amount to be delivered in

shares to the executive directors of Banco Santander in 2027

amounts to EUR 14 million, unless the general shareholders’

meeting resolves to amend such limit. The same shall apply in

2028. In any event, the provisions relating to the maximum

number of shares to be delivered under the eleventh cycle shall

also apply to the twelfth and thirteenth cycles.

G) Other provisions related to the twelfth and thirteenth cycles

of the deferred multiyear objectives variable remuneration

The provisions relating to the implementation of the eleventh cycle

of the deferred multiyear objectives variable remuneration plan

shall apply to the twelfth and thirteenth cycles of such plan.

iii) Shareholdings

The policy on shareholdings approved in 2016, with the

amendment introduced in 2020 relating to not selling the shares

they receive as variable remuneration for a period of three years

detailed in section 6.3.E above will apply in 2027 and 2028, unless

the remuneration committee proposes it be amended to the board

in light of exceptional circumstances (regulations, orders or

recommendations from regulators or supervisors). Such

amendments would be described in detail in the report on the

remuneration committee and the annual report on director’s

remuneration put to a non-binding vote at the annual general

meeting.

iv) Principle of equal pay

The same principle of equal pay that applies for executive directors

and any other Santander employee described in respect of 2026

apply for 2027 and 2028.

Terms and conditions of executive director

contracts and other provisions applicable to all

directors

Executive directors’ terms of service are governed by board-

approved contracts they sign with Banco Santander. The basic

terms and conditions, besides those relating to the remuneration

mentioned above, are the ones described here below.

A. Exclusivity and non-competition

Executive directors may not contract with other companies or

entities to perform services, unless expressly authorised by the

board of directors. In all cases, they are bound by a duty of non-

competition in relation to companies and activities similar in nature

to Banco Santander and its consolidated group.

In addition, executive director contracts impose prohibitions on

competing and attracting customers, employees and suppliers,

which can be enforced for two years after their termination in their

executive duties for reasons other than a breach by Banco

Santander. In regard to Ana Botín and Héctor Grisi, the

compensation to be paid by Banco Santander for this duty of non-

competition is twice the amount of the fixed remuneration.

Finally, all directors must comply with the Board Rules and

regulations provisions that prevent them from carrying out

competing activities and oblige them to communicate any other

professional activities, that must be assessed by the nominations

committee in order to check whether there is any conflict of

interest or impair director´s capacity to discharge his duties as such.

#### B. General code of conduct

Directors are obliged to adhere strictly to the General Code of

Conduct and the Code of Conduct in the Securities Markets,

especially in terms of confidentiality, professional ethics and

conflicts of interest.

C. Termination

The length of executive directors' contract is indefinite. Contracts

do not provide for any severance payment upon termination apart

from what the law provides.

If Ana Botín’s contract is terminated by Banco Santander, she must

remain available to the group for four months in order to ensure

proper transition. During this period, she would continue to receive

her gross annual salary.

#### D. Benefit plans

Executive directors participate in the defined contribution pension

scheme created in 2012. It covers retirement, disability and death.

Banco Santander makes annual contributions to executive

directors’ benefit plans schemes. Annual contributions are

calculated in proportion to executive directors’ pensionable bases,

and the Group will continue to make them until the executive

directors’ leave the Group or until their retirement within the

Group, their death or disability. The pensionable base of executive

directors’ annual contributions is their fixed remuneration plus

30% of the average of their last three variable remuneration

amounts.

Contributions will be 22% of pensionable bases.

The pension amount that corresponds to contributions linked to

variable remuneration will be invested in Santander shares for five

years from the earlier of the date of retirement or cessation. It will

be paid in cash after the five years have elapsed or on the

retirement date (if later). Moreover, the malus and clawback

clauses for variable remuneration contributions will apply for the

same period as the related bonus or incentive.

This benefit plan is outsourced to Santander Seguros y Reaseguros,

Compañía Aseguradora, S.A. Executive directors’ economic rights

under the scheme belong to them even if they are not active in the

group at the time of their retirement, death or disability. Their

contracts do not provide for any severance pay upon termination

apart from what the law provides.

#### E. Insurance and other remuneration and benefits in kind

The Group has life and health insurance policies taken out for

executive directors. Insurance premiums for 2026 include standard

life insurance. In 2027 and 2028, premiums could vary if directors’

fixed pay or actuarial circumstances change.

Furthermore, directors are covered by Banco Santander’s civil

liability insurance policy and may receive other benefits in kind

(such as employee loans) pursuant to the group’s general policy

and subject to the corresponding tax treatment.

Likewise, the Bank makes available to directors the human and

material means required or considered appropriate for carrying out

their duties (including any travel required for the exercise of their

role). Any eventual private use of these means by the directors is

duly paid by them under the similar terms and conditions that

Annual report 2025355

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

would be applied to third independent party under the supervision

of the audit committee.

F. Confidentiality and return of documents

Directors are bound to a strict duty of confidentiality during their

relationship and subsequent to termination. Directors are required

to return any documents and items relating to their activities and in

their possession to Banco Santander.

Agreements with non-executive members of the

#### board

José Antonio Álvarez has a contract since 1 January 2023 to

represent the bank before supervisors, international bodies, sector

organizations and other entities and authorities in institutional and

public policy matters as necessary. This is an annual contract which

has been renewed for the year 2026. In 2026 he will receive a fixed

remuneration of EUR 1,000 thousand.

Luis Isasi has a contract since 4 April 2020 to act as non-executive

Chair of the Santander España business unit (for which he receives

EUR 925 thousand a year) and to serve as a member of the board of

Santander España business unit (for which he receives EUR 75

thousand a year). His contract is for an indefinite term and does not

entitle him to any compensation if terminated.

#### Appointment of new executive directors

The components of remuneration and basic structure of the

agreements described in this remunerations policy will apply to

any new director that is given executive functions at Banco

Santander, notwithstanding the possibility of amending specific

terms of agreements so that, overall, they contain conditions

similar to those previously described.

Directors’ total remuneration for executive duties cannot exceed

the highest remuneration received by the group’s current executive

directors under the remuneration policy approved by shareholders.

The same rules apply if a director assumes new duties or becomes

an executive director.

If a director takes up executive functions in a specific division or

local unit, the board of directors, on the remuneration committee's

recommendation, can adapt the metrics for setting and paying

incentives to take that division or local unit into account in addition

to the Group.

Remuneration paid to directors in that capacity will be included

within the maximum amount set by shareholders to be distributed

by the board of directors in the terms described above.

A new director coming from an entity outside Grupo Santander

could be paid a buyout to offset any variable remuneration

foregone for having accepted a contract with the group; and/or a

sign-on bonus for leaving to join Banco Santander.

This compensation could be paid fully or partly in shares, subject to

the delivery limits approved by the general shareholder's meeting

from time to time. In any event, the maximum number of shares

that may be delivered shall be a number such that, multiplying the

number of shares delivered (or recognised) on each occasion by the

average weighted daily volume of the average weighted listing

prices of the Santander shares for the thirty trading sessions prior

to the date on which they are delivered (or recognised), does not

exceed the amount of EUR 40 million. This amount shall be

calculated from the 2026 AGM to the 2027 AGM, and so on for

each of the following years (from AGM to AGM) throughout the

duration of this policy.

Furthermore, it is envisaged to submit to the approval of the next

ordinary AGM the authorisation to deliver a specified maximum

number of shares within the framework of potential hirings of

executive directors to whom the regulations on buyouts apply,

under the terms indicated.

In addition, sign-on bonuses can only be paid once to new

executive directors, in cash or in shares, and in each case they will

not exceed the sum of the maximum variable remuneration

awarded for all executive directors.

#### Temporary exceptions to the remuneration

#### policy

According to section 6 of Article 529 novedecies of the Spain's

Companies Act, specific exceptions may apply to components in

the remuneration policy, based on particular business needs or

macroeconomic context in the Group's geographies, provided that

they are required to serve the long-term interests and

sustainability of the entity; ensure its viability; and require to be

adopted urgently.

Such exceptions include:

• Complex macroeconomic scenarios where the ordinary course of

the business is severely impacted.

• The appointment of a new Executive Chair or CEO, or the need to

retain an executive director to avoid a vacancy at the head of the

Group (vacatio regis) during especially complex times for the

business.

• The need to adapt to regulatory change.

To apply, exceptions must be supported by:

• a reasoned remuneration committee proposal; and

• board of directors analysis and approval.

Any applied exception will be explained in the Annual report on

directors' remuneration.

6.5 Preparatory work and decision-

making for the remuneration policy;

#### remuneration committee involvement

Section  [4.7 'Remuneration committee activities for 2025](#i6ecb2a0d58d04b53bfadfa2a833efaa7_541) ', (the

report on the remuneration committee) states:

• Pursuant to Banco Santander’s Bylaws and the Rules and

regulations of the board, the duties relating to the remuneration

of directors performed by the remuneration committee.

• The composition of the remuneration committee at the date the

report is approved.

• The number of meetings held in 2025, including a joint session

with the risk supervision, regulation and compliance supervision

committee.

• The date of the meeting in which the report was approved.

The 2024  annual report on directors’ remuneration was approved

by the board of directors and put to consultative vote at the 2025

Annual report 2025356

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

AGM, with 93.27% of the votes in favour. The tally of the votes

was:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Voting results of 2024 annual report on directors’  remuneration | | |
|  | Number | % of total A |
| Votes | 10,380,448,441 | 99.96% |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Number | % |
| Votes forB | 9,567,416,155 | 93.27% |
| Votes againstB | 689,902,170 | 6.73% |
| BlankC | 3,636,373 | 0.04% |
| AbstentionsC | 119,493,743 | 1.15% |

A. Percentage on total valid votes and abstentions.

B. Percentage of votes for and against.

C. Percentage of Banco Santander's share capital on the date of the AGM.

#### Decision process for the development, review

#### and application of the policy

Pursuant to Article 529 novodecies  of the Spain's Companies Act,

the remuneration committee issues the report on the proposed

remuneration policy for  2026 , 2027  and 2028  herein. The board of

directors then submits it to the 2026  AGM as a separate item on

the agenda and an integral part of this text. See [6.4 ' Directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574)

[remuneration policy for 2026, 2027 and 2028'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574).

Banco Santander’s Compensation function prepares the

remuneration policy with the suggestions, requests and comments

received during the year from the human resources committee,

remuneration committee and the board of directors. A first draft of

the policy is submitted to the remuneration committee for review

every January. The review considers the suggestions, requests and

comments the Chair and Lead Independent Director receive

through shareholder and stakeholder engagement during the year

on our corporate governance and our remuneration structures.

Regulators’ recommendations and legal requirements that may

have come to light since the last time the director remuneration

policy was submitted for approval by the AGM are also considered.

The committee also makes sure the policy is consistent with the

Group's culture and our Simple, Personal and Fair values.

After the preliminary presentation, incorporating the changes and

suggestions of these first revisions, the Compensation function

then prepares the final draft for the remuneration committee to

submit to the board of directors for approval in February, and will

be submitted for approval by the AGM.

Based on the analysis carried out in the context of the 2025 annual

remuneration report elaboration and its continued supervision of

the remuneration policy, the remuneration committee believes the

director remuneration policy for 2026, 2027 and 2028 which is

included in section 6.4 above is consistent with the principles of

Banco Santander’s remuneration policy and its remuneration

scheme set out in the Bylaws.

The policy aims, among other aspects, (i) to maintain a simple

executive remuneration scheme, with three categories of

quantitative metrics (business transformation, sustainable

profitability and capital) to further align with value creation and

capital generation; (ii) outperform peers in value creation aspects;

and, (iii) regarding metrics linked to multiyear objectives, to

prioritize long-term profitability for shareholders and Santander

and a sustainable balance sheet (total shareholder return, RoTE

and sustainability-related metrics related to our responsible

banking targets) in order to follow best market practice and meet

our stakeholders’ needs.

In 2025, no deviations from, or temporary exceptions to, the

application of the remuneration policy occurred.

6.6 Remuneration of non-director

#### members of senior management

2025 variable remuneration was approved by the board of

directors on 3 February 2026 in view of the recommendation from

the 2 February 2026 remuneration committee. It was set according

to Banco Santander’s general remuneration policy as well as

specific details pertaining to senior management.

The determination of these variable remuneration amounts is

based on the application of Banco Santander’s general

remuneration policy, as well as on the specific provisions

applicable to the senior management population. In general, senior

management variable remuneration packages were calculated

with the quantitative metrics and qualitative assessment used for

executive directors (see section 6.3.B) ii).

Some contracts of members of senior management were amended

in 2018 in the same manner described under [6.3.D](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571) ) in respect of

Ana Botín, with a pension scheme of 22% of their pensionable

bases, the elimination of supplementary benefits, an increase of

the insured sum of life insurance and a supplement to fixed

remuneration in cash which is included under 'Other

remuneration'.

The following table shows the amounts of short term

remuneration (immediately payable) and deferred remuneration

(not linked to multi year targets) for senior management as of 31

December  2025 and 2024, excluding those of executive directors.

This amount has been reduced by 29% compared to that reported

in 2014 (EUR 80,792 thousand):

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Senior management remuneration | | | | | | | |
| EUR thousand | | | | | | | |
|  |  | Short-term and deferred salary remuneration | | |  |  |  |
| Year | Number of  people | Fixed | Immediately receivable  variable remuneration  (50% in instruments) A | Deferred variable  remuneration  (50% in instruments) B | Pension  contributions | Other  remunerationC | Total |
| 2025 | 15 | 19,255 | 18,359 | 8,612 | 4,910 | 6,456 | 57,592 |
| 2024 | 14 | 16,466 | 14,753 | 6,639 | 4,520 | 7,153 | 49,531 |

A. The amount immediately payable in  2025  was 895  thousand Santander shares (1,612 thousand Santander shares in 2024 ).

B. The deferred amount for 2025  will be 416 thousand Santander shares a (725 thousand Santander shares in 2024 ).

C. Includes life insurance premiums, health insurance and relocation packages, other remuneration items and RSU of PagoNxt, as members of board of directors of this entity.

10 The 2025 Pillar 3 disclosures report can be found on our corporate website.

Annual report 2025357

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

In addition to the amounts reflected in the table, salary

remunerations amounting to EUR 4,118 thousand were granted in

the form of buyouts and sign-on awards, related to the recruitment

of new members who joined this employee group during the year.

The share price for 2025 variable remuneration is EUR 10.261.

This table breaks down remuneration linked to multi-year targets

for senior management (excluding executive directors) at 31

December 2025 and  2024, which they will only receive if they

meet the terms of continued service; non-applicability of malus

clauses; and long-term goals are met during deferral periods.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Total deferred variable remuneration linked to long-term  objectives (fair value) of senior management | | |
| Thousands of euros | | |
| Year | Number of  people | Deferred variable remuneration  subject to long-term  metrics  A (50% in instruments) B |
| 2025 | 15 | 9,043 |
| 2024 | 14 | 6,971 |

A. In  2025, this corresponds to the fair value of maximum annual payments for

2029, 2030 and 2031 in the tenth cycle of the plan for deferred variable

remuneration linked to multi-year targets. In 2024, this corresponds to the

estimated fair value of maximum annual payments for  2028 , 2029 and 2030  in

the ninth cycle of the plan for deferred variable pay linked to multi-year targets.

Fair value in the plan was determined on the authorization date based on the

valuation report of independent expert Willis Towers Watson. Based on the plan

for 2025  and success levels of similar plans at peer entities, the fair value was

considered to be 70% of the value linked to long-term metrics.

B. The number of shares in Santander as deferred variable pay subject to long-term

metrics shown in the table above was  437 thousand shares in 2025 (762

thousand shares in Santander shares in 2024). The face value of the three

aforementioned deferred amounts is EUR 12,919 thousand for 2025.

The long-term goals are the same as those for executive directors.

They are described in section 6.3.B) iv).

Additionally, members of senior management who stepped down

from their roles in 2025 consolidated salary remuneration and

other remuneration for a total amount of EUR 2,905 thousand

(12,303 thousand in 2024). In 2025, rights regarding variable pay

subject to long-term objectives amounted to EUR 342 thousand

(EUR 633 thousand rights were generated in 2024  for this

collective).

In 2025, the ratio of variable to fixed pay components was 134% of

the total for senior managers group, well within the maximum

limit of 200% set by shareholders at the AGM.

|  |  |
| --- | --- |
|  |  |
|  | See note [5 'Remuneration and other benefits paid to the Bank’s directors](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009)  [and senior managers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009) of the Group’s 2025 consolidated financial  statements for further details. |

#### 6.7 Prudentially significant disclosures

#### document

On the remuneration committee’s recommendation, the board

approves the key remuneration elements of managers or

employees who, while not belonging to senior management, take

on risks, carry out control functions (i.e. internal audit, risk

management and compliance) or who receive global remuneration

that places them in the same remuneration bracket as senior

management and employees who take on risk. These are typically

those whose professional activities may have an important impact

on the Group's risk profile (all of these, together with the senior

management and Banco Santander's board of directors form the so

called 'Corporate Identified Staff' or 'Corporate Material Risk

Takers')

Every year, the remuneration committee reviews and, where

applicable, updates Corporate Identified Staff in order to include

individuals within the organization who qualify as such. The

Remuneration Policies chapter in the 2025 Pillar 3 disclosures

report 10 of Banco Santander explains the criteria and regulations

followed to identify such staff.

At the end of  2025, 1,336 Group executives (including executive

directors and non-director senior managers) were considered

corporate identified staff of Grupo Santander (1,246 in 2024 ),

which accounts for 0.67% of the total final workforce (0.60% in

2024).

Corporate Identified Staff have the same remuneration framework

as executive directors (see sections [6.1 'Principles of the](#i6ecb2a0d58d04b53bfadfa2a833efaa7_565)

[remuneration policy'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_565) and [6.3 'Remuneration of directors](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571)

[for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571)), except for:

• Category-based deferral percentages and terms.

• The possibility in 2025  of certain less senior manager categories

of only having deferred variable pay subject to malus and

clawback clauses.

• The portion of variable remuneration paid or deferred as shares

for Group executives in Brazil, Chile and Poland that can be

delivered in shares or similar instruments of their own listed

entities.

In  2026, the board will maintain its flexibility to determine full or

partial payment in shares or similar instruments of Banco

Santander and its relevant subsidiaries in the proportion it deems

appropriate (according to the maximum number of Banco

Santander shares allocated at the general meeting and to any

regulatory restrictions in each jurisdiction).

The aggregate amount of variable remuneration for Corporate

Identified Staff in 2025, the amounts deferred in cash and

instruments, and the ratio of the variable to fixed remuneration

components are explained in the remuneration policies chapter of

Banco Santander’s Pillar 3 disclosures report for 2025.

Annual report 2025358

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

7. Group structure and internal governance

#### 7.1 Group structure

We are a unique leading financial group, with all our activities

organized under five global businesses: Retail & Commercial

Banking (Retail); Digital Consumer Bank (Consumer); Corporate &

Investment Banking (CIB); Wealth Management & Insurance

(Wealth); and Payments. This enables us to make the most of our

global and local scale, network and technology to enhance the

service we offer our customers and to be a truly global-local

organization that drives profitable growth and creates shareholder

value.

In turn, the Group is formed of legally independent subsidiaries

that are autonomous in terms of capital and liquidity, with strong

local management. This model facilitates efficient financing and

limits the systemic risk of contagion when faced with adverse

economic conditions, whilst enabling Banco Santander, as parent

company, to discharge appropriate oversight and control of the

Group as a whole.

The Group has adopted an agile approach in the way we work as a

key step towards becoming a global open financial services

platform. This approach has been designed to make the

organization more efficient and customer-focused through

multidisciplinary teams across the Group, all within the existing

governance framework and associated reporting lines. Therefore,

all governing bodies, both at Group and local level, continue to

exercise their respective functions and responsibilities in

accordance with applicable legal and regulatory requirements and

internal regulation while we shift towards a more collaborative

and multidisciplinary way of working.

#### 7.2 Internal governance system

#### Group-subsidiary governance model and other

#### internal regulation

The Group has a Group Subsidiary Governance Model (GSGM) and

good governance guidelines in place that formalizes the

relationship between the corporation and its subsidiaries in those

geographies where the Group is a major shareholder. We review

the GSGM on a regular basis to ensure it adapts to our strategy.

Any references to subsidiaries in this section are to the Group’s

most prominent entities.

The key features of the GSGM are:

• The subsidiaries’ governing bodies must ensure their rigorous

and prudent management and economic solvency while pursuing

the interests of their shareholders and other stakeholders.

• The subsidiaries are managed locally by teams that possess

extensive knowledge on, and experience with, their customers

and markets, while benefiting from the synergies and

advantages of belonging to the Group.

• The subsidiaries are subject to local authority regulation and

supervision, although the ECB supervises the Group on a

consolidated basis.

• Customer funds are secured by the deposit guarantee schemes in

the subsidiaries’ countries and are subject to local laws.

The subsidiaries manage their capital and liquidity autonomously

while the Group’s capital and liquidity are coordinated by corporate

governance bodies. Intra-group risk transactions are limited,

transparent and carried out under market conditions. In addition,

the Group retains a controlling interest in subsidiaries listed in

certain countries.

Each subsidiary has its own recovery plan, limiting the contagion of

risk between them and reducing systemic risk.

The GSGM outlines a set of principles that regulate three types of

relationships between the Group and its subsidiaries:

• Presence of Grupo Santander on the subsidiary boards of

directors and guidelines for board dynamics and effectiveness:

the subsidiaries’ governing bodies are subject to the Group’s

rules and procedures for structuring, forming and running boards

of directors and their committees (audit, nomination,

remuneration and risk committees), according to international

standards. Guidelines regarding subsidiary board composition

align with best international practices and ensure an appropriate

Group presence on subsidiary boards with at least two Group

nominated directors on each board. The subsidiaries are also

subject to local regulations and supervisory standards.

• Reporting of the CEOs / Country Heads to the Group CEO: as

from January 2025 the local CEOs / Country Heads report directly

to the Group CEO, instead of through Regional Heads for Europe,

North America and South America. The board agreed to remove

the regional management layer in line with its ongoing focus on

streamlining our structure to achieve greater agility and increase

our profitability through accelerating the roll out of our global

business platforms and products.

• Governance elements for control, management, support

functions and global businesses: the relationship between

Group and Subsidiaries control, management and support

functions, as well as the interaction between global and local

businesses.

The GSGM also applies to the five global businesses. While local

CEOs/Country Heads remain ultimately responsible for achieving

the budget, execution of the customer and commercial strategy,

and financial delivery, global business heads lead common

businesses and are responsible for the implementation of the

Annual report 2025359

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

global operating model and common tech stack, thereby improving

local performance. All of this result in a truly global-local

organization.

The Group has corporate frameworks for matters considered to

have a material impact on its risk profile, such as risk, capital,

liquidity, compliance, financial crime compliance, technology,

auditing, accounting, finance, strategy, people and culture ,

outsourcing, cybersecurity, data & AI, special situations

management, communications and branding, and responsible

banking. These corporate frameworks, which are mandatory and

principle-based, specify:

• how the Group should supervise and exert control over its

subsidiaries; and

• the Group’s involvement in subsidiaries’ decision-making (and

vice versa).

The internal governance system is composed of the GSGM and

corporate frameworks, which the Banco Santander board approves

for subsidiary governing bodies to formally adhere to them. They

consider subsidiaries' local requirements and are revised every

year as required to adapt to new legislation and international best

practices.

The corporate functions prepare internal regulatory documents

that are given to subsidiaries as a reference for implementing the

corporate frameworks effectively, cohesively and in compliance

with applicable local laws and supervisory requirements. This

approach ensures consistency throughout the Group. Every year,

the functions conduct an assessment to ensure that the Group's

internal regulations are embedded locally and carry out an annual

certification to ensure the internal regulation under their scope is

fit for purpose.

We also have a policy on the governance of non-GSGM subsidiaries

and investees, which enhances the governance and control system

that has been applied to those companies.

While the GSGM also applies to the five global businesses, they

each have specific governance arrangements that ensure a robust

oversight by the Group as set out in the GSGM. Each global

business is responsible for defining the common business and

operating model, setting the global ambition and identifying and

managing the global technology platforms and product factories.

#### 2025 developments

A Group CDAIO was appointed in March 2025, reporting to the

Executive Chair, to set the vision and direction for how we govern,

leverage and scale data and AI, and ensure alignment with the

Group’s business strategy, regulatory obligations and ethical

standards. Subsequently, the board approved the data & AI

corporate framework to establish the principles, guidelines, roles

and responsibilities, processes, and governance that guide the

strategy, ethical and responsible use, and management of data and

AI across the Group, together with specific changes to the GSGM

and appointments procedure to recognize data & AI as a global

support function and key position.

In addition, the board approved specific amendments to the GSGM

in 2025 to recognize the agile approach in the way we work, as a

key step towards becoming a global open financial services

platform. We have made significant efforts to ensure a common

understanding of this new way of working across the whole

organization in order to become more agile, efficient and

customer-focused.

#### Group and subsidiary board relations

The ongoing strength of the ties between the boards of directors of

Banco Santander and its subsidiaries is key to effective oversight of

policies, controls and corporate culture. The challenges of the

current macroeconomic landscape evidence the need for effective

cross-border cooperation within the Group, which our proven

GSGM facilitates.

The strength of our governance model is maintained through a

number of coordination mechanisms that are in place between the

Group and subsidiaries, as follows:

#### Group nominated directors

A number of Group directors and top managers are also members

of the boards of our subsidiaries, which facilitates the management

bodies' coordination and the strategic alignment of the local

boards.

#### Group and subsidiary committee relations

In 2025, the audit committee and risk supervision, regulation and

compliance committee Chairs attended equivalent subsidiary

committee meetings. In turn, they invited their local counterparts

to join the respective Banco Santander committee meetings

throughout the year. This helped enhance communication and the

sharing of topics of common interest and best practices between

the parent company and its subsidiaries.

The Chairs of the Group audit committee and risk supervision,

regulation and compliance committee also organized several

virtual meetings with their local counterparts, which enriched the

communication among them and enabled them to share priorities

and common matters of interest. Therefore, this practice will

continue going forward.

Finally, in 2025 we also held a risk supervision, regulation and

compliance committee Chairs convention in Madrid. The aim was

to foster further collaboration between the parent company and its

main subsidiaries, raise awareness about global initiatives and

expectations, collectively discuss topical issues and encourage

networking. As on previous occasions, the event was both

successful and productive, with positive feedback received from all

participants.

#### Coordinated induction and training plans

We continued to share our training, induction and development

methodology and associated content with the subsidiaries to

promote best practices and drive a consistent approach on a

Group-wide basis. In 2025, we scheduled training sessions for

subsidiary board members covering cybersecurity, transformation,

AI and our shareholder value creation strategy.

#### Group and subsidiary board visits

The board holds at least one session in one of the Group's core

markets every year. As part of these visits, directors meet top

management in the unit in order to better understand the local

business. In 2025, the board of directors met in the US, where we

also organized meetings with senior management, high potential

employees, and customers.

Annual report 2025360

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Furthermore, subsidiary boards are encouraged to hold their board

meetings at our corporate centre in Boadilla del Monte (Madrid) or

in Santander (Cantabria), to foster further collaboration and

engagement with the corporate teams. In 2025, the board of

Santander UK held specific meetings at our corporate centre. These

practices will continue in 2026 and beyond.

The following charts show the three levels of the GSGM, as well as the main actions to ensure an effective relationship and solid internal

governance system for the Group.

|  |  |
| --- | --- |
|  |  |
| Group | Subsidiaries |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Board of directors |  |  |  |  |  |
|  |  |  | Board of directors |  |  |
|  |  |  |  |  | flecha_gris.jpg |
|  |
| Group Executive Chair A | | |  |  |  |
|  |  |  |  |
|  |  |  |  |  |  |  |

|  |
| --- |
|  |
| The GSGM enhances control and  oversight through:  Group presence on the subsidiaries'  boards of directors, establishing  guidelines for board and committee  structure, dynamics and effectiveness. |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Group CEO B |  | CEO / Country Head |  |  |
|  |  |  |
|  |  |  |  |  |  |

|  |
| --- |
|  |
| Reporting of the CEO / Country Heads  to the Group CEO and Group executive  committee. |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Control, management, support and  business functions, as well as Group  global businesses  C |  | Control, management, support and  business functions, as well as local  global businesses |  |  |
|  |  |
|  |  |  |  |  |

|  |
| --- |
|  |
| Reporting to Group and interaction  between them. |

A. First executive.

B. Second executive, who reports directly to the board of directors.

C. Audit, risk, compliance, finance, financial accounting & control, T&O, people, culture & organization, general secretariat, marketing, communications, strategy, data & AI, as

well as the five global businesses (CIB, Retail, Wealth, Consumer and Payments).

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | Best practices and talent sharing  across the whole Group and between  subsidiaries are  key to our success . |  |  |  | Multiple point of entry structure that  has proved to be a  key resilience  instrument  and is a result of our  diversification strategy. |  |  |  | Continuous collaboration and daily  interaction  between local and  corporate teams. |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | A common set of corporate  frameworks and policies  across the  Group adapted to local market  conditions. |  |  |  | Synergies and economies of scale  across the Group. |  |  |  | Planning and implementation of new  Group-wide and local initiatives  to  keep developing our management and  control model. |  |
|  |  |  |  |  |  |  |  |  |  |  |

Annual report 2025361

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

8. Internal control over financial

#### reporting (ICFR)

ICFR forms part of, and takes its methodological framework and governance principles from, the Group’s Internal control systems (ICS). The

ICS applies to both financial and non-financial information and is consistent with the most demanding international standards. In particular,

it complies with the principles and guidelines set out in the Committee of Sponsoring Organizations of the Treadway Commission’s Internal

Control – Integrated Framework, an internationally recognized internal control benchmark.

#### 8.1 Control environment

#### Governance and control bodies

These bodies are responsible for implementing and overseeing our

ICFR:

• Board of directors. Approves the financial reports Banco

Santander must disclose as a listed company. The board also

oversees and guarantees the integrity of the Group’s internal

information, control, accounting and reporting systems.

• Audit committee.  Assists the board of directors in overseeing the

ICS and in preparing and presenting financial information. The

audit committee also works with the external auditor to address

matters that have a significant impact on our ICFR identified in

the course of the audit, thereby facilitating the issuance of an

independent opinion on the ICFR. For more details, see section

[4.5 'Audit committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535).

• Risk control committee.  Assists the audit committee in

reviewing and overseeing the annual ICS assessment.

• Corporate accounting, financial and management, and

sustainability information committee. Is responsible for

governing and supervising accounting, financial management

and control matters.

• Internal control steering meeting. Monitors the control

environment continuously, as well as the ICS strategy and

performance.

#### Lead functions

The structure of the G roup enables us to manage risk effectively

and ensure that internal control functions (risk, compliance and

internal audit) are independent of business functions and can

perform their duties efficiently. The key functions that prepare

financial information are:

• People, culture & organization function. This function is

responsible for setting Grupo Santander’s strategic talent agenda

and for promoting the Group’s human resource-related culture

policies (including on diversity and inclusion). It is also

responsible for designing and implementing such policies and for

managing human resources and the organizational structure.

• Business and support functions.  They are responsible for

identifying and documenting (under their remit) the risks, tasks

and controls that make up our ICFR, based on an understanding

of their operations and procedures.

• Financial accounting and control function. It is responsible for:

(i) drawing up the Group's accounting policies and adapting them

to local needs; (ii) ensuring that appropriate organizational

structures are in place to carry out assigned tasks, as well as a

suitable hierarchical-functional structure; (iii) using Group tools

and methodologies to implement and run an ICS on the cut-off,

consolidation and publication of financial information, including

the supervision of the internal controls necessary to ensure that

the financial information we report remains liable; and (iv)

maintaining the corporate accounting and management

information systems and adapting them to the specific needs of

local units.

• Risk and compliance functions. These functions comprise the

second line of defence and are in charge of independently

overseeing and challenging the risk management that the first

line conducts.

Within  the Risk division, the internal control function sets the

standards and methodology for, and oversees the

implementation, monitoring and reporting of the Group’s ICS.

• Internal audit function.  The third line of defence in overseeing

and reporting on our ICFR. It recommends corrective action and

areas of improvement for the first and second lines to consider

and implement.

General Code of Conduct, Canal Abierto

#### and training

#### General Code of Conduct (GCC)

Our board-approved GCC, sets out the standards of conduct that

govern the actions of all Grupo Santander employees, as well as

the rules of conduct relating to financial information and other

matters.

All employees, including directors, sign up to the GCC when they

join Santander. Some are also subject to the CCSM and other codes

of conduct specific to their area or business.

All Santander employees have access to courses on the GCC. The

compliance function also answers employees’ queries on ethics

and rules in the GCC.

If anyone violates the code, the people, culture & organization

function adopts disciplinary measures and recommends corrective

action (including work sanctions), irrespective of any related civil or

criminal sanctions.

Annual report 2025362

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |
| --- | --- |
|  |  |
|  | For more details on the GCC’s core implementation mechanisms, see  'Conduct standards' in section [4.2 'Ethical conduct'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_205) in the 'Sustainability  statement' chapter. |

Canal Abierto

Canal Abierto is Banco Santander's internal information system

that enables the confidential and, if so desired, anonymous

reporting of unethical conduct that could be considered illegal acts

in the workplace or contrary to the law, irregularities related to

sustainability matters, and violations of the GCC and acts that go

against the Group’s corporate behaviours.

Canal Abierto also enables the reporting of improper practices

relating to accounting or auditing, breaches of internal control, or

undue influence on external auditors, according to the SOx Act. It

also provides a means to report suspicions of infringements of

anti-money laundering and terrorism financing, corruption and

bribery, and securities market laws.

The board of directors is responsible for implementing Canal

Abierto, while the audit committee and the risk supervision,

regulation and compliance committee jointly supervise the

channel.

|  |  |
| --- | --- |
|  |  |
|  | For more details on the functioning of the channel and the number and  type of reports received, see section [4.3 'Ethical channels'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_208) in the  'Sustainability statement' chapter. |

#### Training

Group employees who help prepare or analyse financial

information take part in training programmes and regular refresher

courses specifically designed to teach them the concepts and skills

they require to discharge their duties properly.

The functions that prepare our ICFR promote these programmes

and courses, in collaboration with the people, culture &

organization function, which is responsible for delivering and

coordinating training across the Group.

Training takes the form of both e-learning and on-site sessions

that the people, culture & organization function monitors and

oversees to guarantee that employees duly complete them and

understand their contents.

Training programmes and refresher courses on financial reporting

in 2025 focused on: risk analysis and management; accounting and

financial statement analysis; business banking and the financial

environment; financial management, costs and budgeting; as well

as the strengthening of mathematical skills and competencies

(calculations and statistics).

Over 169,000 employees from several entities and markets where

Grupo Santander operates undertook the mentioned training

programmes, with some 329,000 hours spent on them. Moreover,

each subsidiary has its own training plan, based on Banco

Santander’s.

#### 8.2 Risk assessment in financial reporting

Grupo Santander has a specific process to identify the companies

that must be included in its scope of consolidation, which the

Financial Accounting and Control division and the General

Secretariat division oversee.

This process enables us to assess whether Banco Santander

controls an entity by being exposed or having rights to variable

returns and the ability to influence the amount of those returns. It

also enables an assessment of whether Banco Santander controls a

structured entity in accordance with the applicable criteria. Where

control exists, we include the entity in the scope of consolidation

under the global integration method. In other cases, we analyse

whether there is significant influence or joint control. If so, we also

include the entity in the scope of consolidation and measure it

using the equity method.

|  |  |
| --- | --- |
|  |  |
|  | For more details on the criteria we use to determine the scope of  consolidation, see section [2.b) ‘Principles of consolidation’](#i6ecb2a0d58d04b53bfadfa2a833efaa7_979), in the  consolidated annual financial statements. |

Entities with the greatest impact on the preparation of the

consolidated financial information must use a common ICS

methodology to include all relevant controls and cover all

significant risks to financial reporting.

Risk identification considers all the Group's activities. It covers not

only risks that relate directly to the preparation of financial

information, but also non-financial risks that may have an

accounting or reputational impact. The Group promotes effective

coordination between the ICFR and the sustainability information

control system to provide an integrated view of risks and

consistency between both systems. For more details on the specific

ICS controls on non-financial information and sustainability, see

'Risk management and internal controls over sustainability

information' in note [SN 2. 'Sustainability governance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_223)  in the

'Sustainability statement' chapter.

Identifying potential risks that must be covered by the ICS is based

on top management's knowledge and understanding of the

business and its operations in relation to the importance and

qualitative criteria associated with the type, complexity or

structure of the business.

Banco Santander ensures that controls are in place to cover the

potential risks we identify. This includes risks of errors and fraud in

financial reporting and those that cover: (i) the existence of assets,

liabilities and transactions at the relevant date; (ii) timely and

correct recording and proper valuation of assets, liabilities and

transactions; and (iii) the correct application of accounting

principles and rules, as well as appropriate breakdowns.

For more details on the identification, documentation and

assessment of the ICS risks and controls, see section [1.5 'Internal](#i6ecb2a0d58d04b53bfadfa2a833efaa7_805)

[control system'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_805)  in the 'Risk management and compliance' chapter.

#### 8.3 Control activities

#### Revision and approval of financial information

The board of directors and the audit committee oversee the

preparation, submission and integrity of the financial information

required of Banco Santander and the Group. They also review

compliance with regulatory requirements, the scope of

consolidation and the correct application of accounting standards,

ensuring that financial information remains permanently updated

on our corporate website.

The audit committee is responsible for reporting to the board of

directors on the financial information that the Group must publish,

Annual report 2025363

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ensuring that it is prepared in accordance with the same principles

and practices as the financial statements and is as equally reliable.

The most significant aspects we consider when closing accounts

and reviewing relevant judgements, estimates, measurements and

projections are:

• impairment losses on certain assets;

• the assumptions used in the actuarial calculation for

employment benefit liabilities and other obligations;

• the useful life of tangible and intangible fixed assets;

• the valuation of consolidation goodwill;

• the calculation of provisions and contingent liabilities;

• the fair value of certain unquoted assets and liabilities;

• the recoverability of tax assets; and

• the fair value of acquired identifiable assets and the liabilities

assumed in business combinations.

|  |  |
| --- | --- |
|  |  |
|  | For more details on ICS reporting and governance, see section [1.5 'Internal](#i6ecb2a0d58d04b53bfadfa2a833efaa7_805)  [control system'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_805) in the 'Risk management and compliance' chapter. |

Internal control policies and procedures for

#### financial IT systems

The Technology and Operations division draws up the Group’s

corporate policies on IT systems that are used directly or indirectly

to prepare financial statements. These systems follow special

internal controls to prepare and publish financial information

correctly.

The internal control policies on the following aspects are of

particular importance:

• Updated and divulged internal policies and procedures for

system security and access to applications and computer

systems according to the duties assigned to a role, to make sure

access rights to information are appropriate and to protect the

confidentiality, availability and integrity of financial information

from cyber attacks.

• The methodology we use when creating, modifying and

maintaining apps follows a cycle of definition, development and

testing that ensures we process financial information correctly.

We have special development and security controls and data

access, testing, vulnerability management, and other

mechanisms. For more details on cybersecurity, see section [7.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_769)

['Technological innovation: artificial intelligence, cybersecurity](#i6ecb2a0d58d04b53bfadfa2a833efaa7_769)

[and fintech ecosystem'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_769) in the 'Economic and Financial Review'

chapter.

• We run the complete software testing cycle in a pre-production

computerized environment which simulates real situations

before they are rolled out. Testing includes technical and

functional tests, performance tests, user-acceptance tests and

pilot and prototype tests, which the entities draw up before the

apps become available to end users.

• Business continuity and technological contingency plans based

on corporate methodology for key functions in disasters or other

events that could suspend or disrupt operations, as well as highly

automated back-up systems that support critical systems and

require little manual intervention owing to redundant systems

and communication lines, high availability systems and data

back-up.

Internal control policies and procedures for

outsourced activities and valuation services from

independent experts

Grupo Santander has a corporate outsourcing and third-party

agreement framework and third-party approval policies and

procedures to cover outsourcing risks properly. The Group must

adhere to this framework (and the models and policies that build

on it), which meets the EBA's requirements for outsourcing and risk

management with third parties and complies with DORA

Regulation.

Key processes include:

• tasks to initiate, record, process, settle, report and account for

transactions and asset valuations;

• IT support in terms of software development, infrastructure

maintenance, incident management, security and information

processing; and

• other material support services that are not directly related to

financial reporting, such as vendor management, property

management, HR management and others.

Key control procedures to ensure appropriate coverage of risks in

these processes are:

• relationships between Group entities are formalized through

detailed service level agreements;

• external suppliers undergoing an approval process to ensure that

the relevant risks associated with the services they provide

remain within acceptable levels (according to the Group's risk

appetite) and to encourage them to prove the effectiveness of

their internal controls through external certifications; and

• Group entities that receive the services must ensure that external

service providers maintain complete and up-to-date

documentation of the processes and controls associated with the

services they provide, and that such controls are subject to

periodic validation.

Grupo Santander reviews its estimates internally according to its

control model guidelines. Where certain cases require the services

of a third party, it follows procedures that help confirm their

expertise and independence and approve their methods and the

reasonableness of any assumptions made.

In particular, we have controls in place to ensure the integrity and

quality of information on external suppliers of key services that

could affect the financial statements. These controls are

comprehensively detailed in the service level agreements that

form part of the respective contracts with third parties.

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| --- | --- |
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|  | For more details, see 'Supplier risk management' in the section  [5.2. 'Operational risk management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_868) in the 'Risk management and  compliance' chapter. |

Annual report 2025364

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#### 8.4 Information and communication

#### Group accounting policies

The corporate accounting, financial management and sustainability

information framework sets out the principles and guidelines to

prepare accounting, financial and management information that

must apply to all Grupo Santander entities as a key element of

their good governance.

The Group's structure makes it necessary for these principles and

guidelines to be common for their application across our footprint,

and for each of the Group entities to have effective consolidation

methods and employ homogeneous accounting policies. The

framework's principles are reflected appropriately in the Group’s

accounting policies. Against this backdrop, the accounting policies

cover the operational aspects of the framework, by capturing and

implementing the principles set out therein.

Accounting policies should be understood as a complement to local

financial and accounting rules. Their overarching aims are (i) for

statements and financial information to be made available to

management bodies, supervisors and the market to provide

accurate and reliable information for decision-making in relation to

the Group; and (ii) for all Group entities (due to their accounting

ties to Banco Santander) to meet their legal requirements in a

timely manner.

Accounting policies are revised at least once a year and on the back

of key regulatory amendments. Moreover, every month, the

Accounting Regulation area publishes an internal bulletin on new

accounting regulation and their most significant interpretations.

The Accounting Regulation area of the Financial Accounting and

Control division is responsible for:

• setting the general framework for the treatment of the

transactions that constitute Banco Santander's activity, in

accordance with their economic nature and the regulations

governing the financial system;

• drafting up and keeping up to date the Group’s accounting

policies and resolving any queries or conflicts arising from their

interpretation; and

• enhancing and standardizing the Group’s accounting practices.

The Group entities, through their operations or accounting heads,

maintain open communication with the Accounting Regulation area

and the rest of the Financial Accounting and Control division, as

well as other divisions when appropriate.

#### Mechanisms for the preparation of financial

#### information

We base financial statement consolidation on technology-based

tools that ensure the traceability and consistency of the accounting

data that our units report, which helps minimize operational risks

and enhance information quality. These tools channel the flow of

information between the units and the Financial Accounting and

Control division, which leads consolidation on the basis of the

information provided.

This process covers automated validation, reconciliation and

review controls to detect incidents during consolidation and ensure

the reliability of the consolidated financial information. Moreover,

the Financial Accounting and Control division exercises further

supervisory and analytical control, which it sets out in formal

documents and reviews under set time frames.

#### 8.5 Monitoring of system functioning

#### 2025 ICFR monitoring activities and results

Our board-approved internal audit corporate framework sets out

the definition, objectives and principles that govern the function’s

operations. Its mission is to provide the board of directors and

senior management with independent assurance on the quality

and effectiveness of internal control processes and systems, risk

management (both current and emerging) and governance,

thereby contributing to the protection of the Group’s value,

solvency and reputation.

The internal audit function reports directly to the audit committee

and, at least twice a year, to the board of directors, maintaining

functional independence at all times and direct access to the board

when required.

Internal audit assesses:

• the efficiency and effectiveness of the ICFR;

• compliance with applicable regulations and supervisory

requirements;

• the reliability and integrity of financial and operational

information; and

• asset integrity.

Its scope of action includes:

• all Group entities over which effective control is exercised;

• separated assets (for example, mutual funds) managed by the

entities mentioned in the previous section; and

• any entity (or separated assets) not included in the above points

with which the Group has entered into an express agreement to

provide internal audits.

This subjective scope includes our activities, businesses and

processes (performed internally or through outsourcing), the

organization and, where applicable, branch networks. Internal

audit may also conduct audits for other investees that are not

included in the preceding points when the Group has reserved this

right as a shareholder, as well as on outsourced activities in

accordance with the established agreements.

The audit committee regularly assesses the functioning and

effectiveness of the internal audit function, as well as the

performance of its head, ensuring that it has the appropriate

resources. For more details, see section [4.5 'Audit committee](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535)

[activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535).

As at 2025 year-end, the Internal Audit division had 1,272

employees, all exclusively dedicated to this service. Of these, 304

were based at the Corporate Centre and 968 in the local units

located in the Group's core markets.

The internal audit function prepares an annual audit plan based on

its own risk assessment, which determines and prioritizes the

Annual report 2025365

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reviews to be carried out during the year. This plan constitutes the

framework for the execution of audit activities.

At its meeting on 20 February 2025, the audit committee gave the

green light to the internal audit plan for 2025, which the board of

directors subsequently approved at its meeting on 25 February

2025.

Reviews may give rise to recommendations, which we prioritize

according to their relative importance and are subject to ongoing

follow-up until their full implementation.

The internal audit function reports on the ICFR have mainly aimed

to:

• verify compliance with the provisions contained in sections 302,

404, 406, 407 and 806 of the SOx Act;

• check corporate governance with regard to information relating

to the ICFR, including risk culture;

• review the functions performed by the internal control

departments and by other departments, areas and divisions that

work to ensure compliance with the SOx Act;

• make sure the supporting documentation relating to the SOx Act

is up to date;

• confirm the effectiveness of a sample of controls based on an

internal audit risk assessment methodology;

• assess the accuracy of the unit's certifications, especially their

consistency with respect to the observations and

recommendations made by internal audit, the external auditors

of the annual accounts and supervisors; and

• ratify the implementation of recommendations made in the audit

plan.

In 2025, the audit committee and the board of directors were

regularly informed of the internal audit function's work in

accordance with its annual plan, as well as of other related

matters. For more details, see section [4.5 'Audit committee](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535)

[activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535).

#### Detection and management of deficiencies

As part of its remit to supervise financial reporting and ICS, the

audit committee is responsible for maintaining continuous

dialogue with the external auditor regarding any significant

weaknesses detected in the audit.

It also assesses the results of the work carried out by internal audit

and, where appropriate, adopts the necessary measures to address

any deficiencies identified in the financial information that could

affect the reliability and accuracy of the annual accounts. For this

purpose, it may liaise with the various Group areas involved to

obtain the necessary information and clarification. It also assesses

the potential impact of any error identified in the financial

information.

During 2025, the audit committee was informed of the results of

the assessment and certification of the ICS corresponding to the

2024 financial year. No material weaknesses or significant

deficiencies were identified in the ICFR at Group level. For more

details, see section [4.5 'Audit committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535).

#### 8.6 External auditor report

The external auditor issued an independent reasonable assurance

report on the design and effectiveness of our ICFR, which is

included on the following pages.

Annual report 2025366

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Annual report 2025367

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Annual report 2025368

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Annual report 2025369

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9. Other corporate governance information

Since 12 June 2018, CNMV allows the annual corporate

governance and directors’ remuneration reports Spanish listed

companies must submit to be drafted in a free format, which is

what we selected for our corporate governance and directors’

remuneration reports since 2018.

The CNMV requires any issuer opting for a free format to provide

certain information in a format it dictates so that it can be

aggregated for statistical purposes. This information is included (i)

for corporate governance matters, under section [9.2 'Statistical](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)

[information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625),

which also covers the section 'Degree of compliance with corporate

governance recommendations', and (ii) for remuneration matters,

under section  [9.5 'Statistical information on remuneration required](#i6ecb2a0d58d04b53bfadfa2a833efaa7_634)

[by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_634).

Some shareholders or other stakeholders may be used to the

formats of the corporate governance and directors' remuneration

reports set the by the CNMV. Therefore, each section under this

format in sections  [9.1 'Reconciliation with the CNMV’s corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_622)

[governance report model'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_622)  and [9.4 'Reconciliation to the CNMV’s](#i6ecb2a0d58d04b53bfadfa2a833efaa7_631)

[remuneration report model'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_631) include a cross reference indicating

where this information may be found in the 2025 annual corporate

governance report (drafted in a free format) and elsewhere in this

annual report.

In section [9.3 'References on compliance with recommendations of](#i6ecb2a0d58d04b53bfadfa2a833efaa7_628)

[Spain's Corporate Governance Code'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_628), we have included a chart with

cross-references showing where the information supporting each

response can be found in this corporate governance chapter and

elsewhere in the annual report, evidencing the compliance

indicated in the above-mentioned section ‘Degree of compliance

with corporate governance recommendations’.

#### 9.1 Reconciliation with the CNMV’s corporate governance report model

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Section in the CNMV  model | Included in  statistical report | Comments |
| A. OWNERSHIP STRUCTURE | | |
| A.1 | Yes | See sections [2.1 'Share capital'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_469),  [3.2 'Shareholder rights'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_493)  and [9.2 'Statistical information on corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) . |
| A.2 | Yes | See sections [2.3 'Significant shareholders'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_475) and [9.2 'Statistical information on corporate governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) . |
| A.3 | Yes | See ['Tenure and equity ownership'](#i3469a4b05f164a2d92462c398a9ec6eb_0-0-20-12-3384596) in section 4.2 and section  [9.2 'Statistical information on corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) . |
| A.4 | No | See section [2.3 'Significant shareholders'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_475) where we explain there are no significant shareholders on  their own account so this section does not apply. |
| A.5 | No | See section [2.3 'Significant shareholders'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_475) where we explain there are no significant shareholders on  their own account so this section does not apply. |
| A.6 | No | See section [2.3 'Significant shareholders'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_475) where we explain there are no significant shareholders on  their own account so this section does not apply. |
| A.7 | Yes | See sections [2.4 'Shareholders' agreements'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_478) and [9.2 'Statistical information on corporate governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |
| A.8 | Yes | Not applicable. See section [9.2 'Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |
| A.9 | Yes | See section [2.5 'Treasury shares'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_481) and  [9.2 'Statistical information on corporate governance required by](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) . |
| A.10 | No | See sections  [2.2 'Authority to increase capital'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_472)  and  [2.5 'Treasury shares'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_481). |
| A.11 | Yes | See section [9.2 'Statistical information on corporate governance as required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |
| A.12 | No | See section ['Voting rights and unrestricted share transfers'](#i9ecadc1fbc9f4691a7c73ad08498072a_9884) in section 3.2. |
| A.13 | No | See section [3.2 'Shareholder rights'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_493). |
| A.14 | Yes | See sections [2.6 'Stock market information'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_484) and [9.2 'Statistical information on corporate governance as](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) . |

Annual report 2025370

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Section in the CNMV  model | Included in  statistical report | Comments |
| B. GENERAL SHAREHOLDERS’ MEETING | | |
| B.1 | No | See ['Quorum and majorities for passing resolutions at general meeting'](#i9ecadc1fbc9f4691a7c73ad08498072a_9886) in section 3.2. |
| B.2 | No | See ['Quorum and majorities for passing resolutions at general meeting'](#i9ecadc1fbc9f4691a7c73ad08498072a_9886) in section 3.2. |
| B.3 | No | See ['Rules for amending our Bylaws'](#i9ecadc1fbc9f4691a7c73ad08498072a_9881) in section 3.2. |
| B.4 | Yes | See ['Quorum'](#if6ea1cf1d4fb49498520f69d15d236a7_2197) in section 3.4, in relation to financial year 2025, and section [9.2 'Statistical information on](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625), in relation to the financial 2023, 2024 and 2025 year. |
| B.5 | Yes | See ['Approved resolutions and voting results'](#if6ea1cf1d4fb49498520f69d15d236a7_2195) in section 3.4. |
| B.6 | Yes | See ['Participation at general meetings'](#i9ecadc1fbc9f4691a7c73ad08498072a_9888) in section 3.2 and section  [9.2 'Statistical information on](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) . |
| B.7 | No | See ['Quorum and majorities for passing resolutions at general meeting'](#i9ecadc1fbc9f4691a7c73ad08498072a_9886) in section 3.2. |
| B.8 | No | See  ['Corporate website'](#i0a320c1a30f14f91aecc68d4b8db9d34_8310) in section 3.1. |
| C. MANAGEMENT STRUCTURE | | |
| C.1 Board of directors | | |
| C.1.1 | Yes | See  ['Size'](#i54aff41f6ba94eecbadbaed58547f245_2700) in section 4.2 and section [3.4 '2025 AGM'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_499). |
| C.1.2 | Yes | See sections [1.1 'Our board of directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_448),  [4.1 'Our directors](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) , ['Tenure and equity ownership'](#i3469a4b05f164a2d92462c398a9ec6eb_0-0-20-12-3384596)  in section 4.2,  and section [9.2 'Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) . |
| C.1.3 | Yes | See sections [2.4 'Shareholders' agreements'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_478), [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) , ['Composition by director type'](#i54aff41f6ba94eecbadbaed58547f245_2701) in section  4.2, section  [4.6 'Nomination committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538) and section  [9.2 'Statistical information on](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |
| C.1.4 | Yes | See ['Board skills and diversity matrix'](#icdb43ba59e2c46729bf8a7c4c572957a_2812) in section 4.2, in relation to financial year 2025, and section  [9.2](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  ['Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) , in relation to the remaining  financial years. |
| C.1.5 | No | See ['Diversity and skills'](#i672147cb99e34e76865310aaffd8149e_5525) and  ['Board skills and diversity matrix'](#icdb43ba59e2c46729bf8a7c4c572957a_1368)  in section 4.2 and section  [4.6 'Nomination](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538)  [committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538). |
| C.1.6 | No | See section [1.3 'Achievement of our 2025 priorities'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_460),  ['Diversity and skills'](#i672147cb99e34e76865310aaffd8149e_5525) in section 4.2 and section  [4.6](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538)  ['Nomination committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538) and also section [3.1.3 'Inclusive culture'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_166)  in 'Sustainability  statement'  chapter. |
| C.1.7 | No | See section [4.6 'Nomination committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538). |
| C.1.8 | No | Not applicable, since there are no proprietary directors. See ['Composition by type of director'](#i54aff41f6ba94eecbadbaed58547f245_2701)  in section  4.2. |
| C.1.9 | No | See ['Functions'](#ie2d0a06a9cc543a3ba705ae35b302e42_4419) in section 4.4. |
| C.1.10 | No | See section [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508). |
| C.1.11 | Yes | See sections [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) and  [9.2 'Statistical information on corporate governance required by the](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) . |
| C.1.12 | Yes | See ['Attendance at board and committee meetings and dedication to the performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_75645) in  section 4.3 and section [9.2 'Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |
| C.1.13 | Yes | See sections [6. 'Remuneration'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_562) and  [9.2 'Statistical information on corporate governance required by the](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) . A dditionally, see note  ['5. Remuneration and other benefits paid to the Bank’s directors and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009)  [senior managers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009) in  the 'Notes to the consolidated financial statements'. |
| C.1.14 | Yes | See sections  [5. 'Senior management team'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_559) ,  [6.6 '.Remuneration of non-director members of senior](#i6ecb2a0d58d04b53bfadfa2a833efaa7_580)  [management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_580)  and  [9.2 'Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) .  Additionally, see note  ['5. Remuneration and other benefits paid to the Bank’s directors and senior](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009)  [managers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009) in the ' [Notes to the consolidated financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) '. |
| C.1.15 | Yes | See ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_78578) in section 4.3. |
| C.1.16 | No | See ['Election, appointment, re-election and succession of directors'](#icd394c0decc149fbb6ec8e814f8464ca_6275) in section 4.2. |
| C.1.17 | No | See 'Effectiveness' in section 1.1 and ['Attendance at board and committee meetings and dedication to](#ifb2b99624daa4646a71a5fe829ff7983_75645)  [the performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_75645) and ['Board effectiveness review in 2025'](#ifb2b99624daa4646a71a5fe829ff7983_75730)' in section 4.3. |
| C.1.18 | No | Not applicable as it was not carried out with the help of an independent external advisor. See  'Effectiveness' in section 1.1 and ['Attendance at board and committee meetings and dedication to the](#ifb2b99624daa4646a71a5fe829ff7983_75645)  [performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_75645) and ['Board effectiveness review in 2025'](#ifb2b99624daa4646a71a5fe829ff7983_75730) in section 4.3. |
| C.1.19 | No | See ['Election, appointment, re-election and succession of directors'](#icd394c0decc149fbb6ec8e814f8464ca_6275) in section 4.2. |
| C.1.20 | No | See ['Board operation'](#ifb2b99624daa4646a71a5fe829ff7983_26386) in section 4.3. |
| C.1.21 | Yes | Not applicable since there are no specific requirements, other than those applying to directors generally,  to be appointed chair. See section  [9.2 'Statistical information on corporate governance required by the](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) . |
| C.1.22 | No | See ['Diversity and skills'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_517) in section 4.2. |
| C.1.23 | Yes | See ['Election, appointment, re-election and succession of directors'](#icd394c0decc149fbb6ec8e814f8464ca_6275) in section 4.2 and section [9.2](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  ['Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) . |
| C.1.24 | No | See ['Board operation'](#ifb2b99624daa4646a71a5fe829ff7983_26386) in section 4.3. |

Annual report 2025371

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Section in the CNMV  model | Included in  statistical report | Comments |
| C.1.25 | Yes | See ['Lead Independent Director'](#ifb2b99624daa4646a71a5fe829ff7983_26391) and ['Attendance at board and committee meetings and dedication to](#ifb2b99624daa4646a71a5fe829ff7983_75645)  [the performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_75645) in section 4.3, 'Duties and activities in 2025' in sections  [4.4 'Executive](#i6ecb2a0d58d04b53bfadfa2a833efaa7_532)  [committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_532),[4.5 'Audit committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535), [4.6 'Nomination committee](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538)  [activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538), [4.7 'Remuneration committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_541), [4.8 'Risk supervision, regulation and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544)  [compliance committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544), [4.9 'Responsible banking, sustainability and culture](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547)  [committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547) and [4.10 'Innovation and technology committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_550) and  section  [9.2 'Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |
| C.1.26 | Yes | See ['Attendance at board and committee meetings and dedication to the performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_75645) in  section 4.3, [4.6 'Nomination committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538), and section [9.2 'Statistical information on](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) . |
| C.1.27 | Yes | See section [9.2 'Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |
| C.1.28 | No | See sections [4.5 'Audit committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535) and [8.4 'Information and communication'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_607). |
| C.1.29 | Yes | See section [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508), ['Secretary of the board'](#ifb2b99624daa4646a71a5fe829ff7983_79111)  in section 4.3 and section  [9.2 'Statistical](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [information on corporate governance as required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) . |
| C.1.30 | No | See section [3.1 'Shareholder communication and engagement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_490) and ['External auditor independence'](#i6eaabfe1ee4e4a369b090fef27080d41_9-0-1-6-3384596) in  section 4.5. |
| C.1.31 | Yes | See  ['Re-election of the auditor'](#i6eaabfe1ee4e4a369b090fef27080d41_24-0-1-1-3384596) in section 4.5 and section  [9.2 'Statistical information on corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |
| C.1.32 | Yes | In accordance with the CNMV’s instructions, see ['External auditor independence'](#i6eaabfe1ee4e4a369b090fef27080d41_9-0-1-6-3384596)  in section 4.5 and sub-  section C.1.32 of section  [9.2 'Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625) .  Per the CNMV’s instructions on preparing annual reports on corporate governance, sub-section C.1.32  provides the fee ratios of non-audit services to total audit services, with these differences in the ratio set  out in Regulation (EU) No 537/2014 that is included in section [4.5 'Audit committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535):  (a) the ratios in sub-section C.1.32 have two perimeters to the one established by Regulation (EU) No  537/2014: fees for the approved services to be performed by PricewaterhouseCoopers Auditores, S.L.  (PwC) for Banco Santander and fees for the approved services to be performed by PwC and other firms  in its network for all other Grupo Santander entities, in and outside Spain; and (b) the ratios'  denominator is the fees amount for audit services in 2025 and not the average fee value from the past  three consecutive years that Regulation (EU) No 537/2014 dictates. |
| C.1.33 | Yes | See section [9.2 'Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |
| C.1.34 | Yes | See section [9.2 'Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |
| C.1.35 | Yes | See  ['Board operation'](#ifb2b99624daa4646a71a5fe829ff7983_26386)  and   ['Committee operation'](#ifb2b99624daa4646a71a5fe829ff7983_26387) in section   4.3, and section  [9.2 'Statistical information](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625)  [on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |
| C.1.36 | No | See ['Election, appointment, re-election and succession of directors'](#icd394c0decc149fbb6ec8e814f8464ca_6275) in section 4.2. |
| C.1.37 | No | Not applicable. |
| C.1.38 | No | Not applicable. |
| C.1.39 | Yes | See sections [6.4 'Directors' remuneration policy for 2026, 2027 and 2028'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574),  [6.7 'Prudentially significant](#i6ecb2a0d58d04b53bfadfa2a833efaa7_583)  [disclosures document'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_583)  and [9.2 'Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |
| C.2 Board committees | | |
| C.2.1 | Yes | See  ['Board committees'](#ifb2b99624daa4646a71a5fe829ff7983_75873) and  ['Committee operation'](#ifb2b99624daa4646a71a5fe829ff7983_26387)  in section   4.3, 'Duties and activities in 2025' in  sections  [4.4 'Executive committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_532),[4.5 'Audit committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535), [4.6](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538)  ['Nomination committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538), [4.7 'Remuneration committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_541), [4.8 'Risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544)  [supervision, regulation and compliance committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544), [4.9 'Responsible banking,](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547)  [sustainability and culture committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547), [4.10 'Innovation and technology committee](#i6ecb2a0d58d04b53bfadfa2a833efaa7_550)  [activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_550)and  [9.2 'Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |
| C.2.2 | Yes | See section [9.2 'Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |
| C.2.3 | No | See  ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_75872) and  ['Board committees'](#ifb2b99624daa4646a71a5fe829ff7983_26392),  ['Committee operation'](#ifb2b99624daa4646a71a5fe829ff7983_26387)  in section  4.3 and sections  [4.4](#i6ecb2a0d58d04b53bfadfa2a833efaa7_532)  ['Executive committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_532), [4.5 'Audit committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535), [4.6 'Nomination](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538)  [committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538), [4.7 'Remuneration committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_541), [4.8 'Risk supervision,](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544)  [regulation and compliance committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544), [4.9 'Responsible banking, sustainability and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547)  [culture committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547) and [4.10 'Innovation and technology committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_550) . |
| D. RELATED PARTY AND INTRAGROUP TRANSACTIONS | | |
| D.1 | No | See  ['Related-party transactions'](#i075e886f0d8442048a3d644b285b6a1f_9837) in section 4.12. |
| D.2 | Yes | Not applicable. See ['Related-party transactions'](#i075e886f0d8442048a3d644b285b6a1f_9837)  in section 4.12. |
| D.3 | Yes | Not applicable. See ['Related-party transactions'](#i075e886f0d8442048a3d644b285b6a1f_9837)  in section 4.12. |
| D.4 | Yes | See section  [9.2 'Statistical information on corporate governance required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_625). |
| D.5 | Yes | Not applicable. See ['Related-party transactions'](#i075e886f0d8442048a3d644b285b6a1f_9837)  in section 4.12. |
| D.6 | No | See ['Other conflicts of interest'](#i075e886f0d8442048a3d644b285b6a1f_9838) in section 4.12. |
| D.7 | No | Not applicable. See section [2.3 'Significant shareholders'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_475) and ['Other conflicts of interest'](#i075e886f0d8442048a3d644b285b6a1f_9838) in section 4.12. |
| E. CONTROL AND RISK MANAGEMENT SYSTEMS | | |
| E.1 | No | See chapter ['Risk management and compliance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781), in particular section  [1. 'Risk management and control](#i6ecb2a0d58d04b53bfadfa2a833efaa7_790)  [model'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_790)  and sections  [1.2 'Materiality assessment'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_67), [2.3 'Embedding ESG factors in risk management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_109) and  [4.2.2. 'Responsible taxation'](#ifdb1f1325f604b48ba5735b8bba7b936_13176)  in 'Sustainability statement' chapter. |

Annual report 2025372

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Section in the CNMV  model | Included in  statistical report | Comments |
| E.2 | No | See note [54 'Risk management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1243) to the '[Notes to the consolidated financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) ', section [1.3 'Risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_799)  [and compliance governance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_799)  in the 'Risk management and compliance' chapter. See also sections [1.2](#i6ecb2a0d58d04b53bfadfa2a833efaa7_67)  ['Materiality assessment'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_67), [1.4 'Sustainability governance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_70)  and  [4.2.2.'Responsible taxation'](#ifdb1f1325f604b48ba5735b8bba7b936_13176) in  'Sustainability statement' chapter. |
| E.3 | No | See sections [1.2 'Key risk types'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_796),  [2. 'Credit risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_808) ,  [3. 'Market, structural and liquidity risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_823),  [4. 'Capital risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_850) ,  [5. 'Operational risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_862) , [6. 'Compliance risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_874) ,  [7. 'Model risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_883)  and  [8. 'Strategic risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_892) in 'Risk management and  compliance' chapter. See also section [2.3 'Embedding ESG factors in risk management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_109) in 'Sustainability  statement' chapter and, for our capital needs, see section [4.5 'Capital management and adequacy.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_685)  [Solvency ratios'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_685) of 'Economic and financial review' chapter. |
| E.4 | No | See section [1.4. 'Risk management processes and tools'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_802) in the 'Risk management and compliance'  chapter and sections [1.2 'Materiality assessment'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_67),  [2.3 'Embedding ESG factors in risk management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_109) and  [4.2.2. 'Responsible taxation'](#ifdb1f1325f604b48ba5735b8bba7b936_13176)  in 'Sustainability statement' chapter. |
| E.5 | No | See sections  [2. 'Credit risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_808),  [3. 'Market, structural and liquidity risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_823) , [4. 'Capital risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_850) ,  [5. 'Operational risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_862) ,  [6 'Compliance risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_874) ,  [7.'Model risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_883)  and  [8. 'Strategic risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_892)  in the 'Risk management' chapter. Additionally,  see note [25e)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1105) in the '[Notes to the consolidated financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) '. |
| E.6 | No | See sections [1. 'Risk management and control model'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_790),  [2. 'Credit risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_808),  [3. 'Market, structural and liquidity](#i6ecb2a0d58d04b53bfadfa2a833efaa7_823)  [risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_823) , [4. 'Capital risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_850),  [5. 'Operational risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_862) , [6. 'Compliance risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_874),  [7. 'Model risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_883)  and  [8. 'Strategic risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_892) in  'Risk management' and compliance chapter. See also  [1.4 'Sustainability governance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_70)  and [2.3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_109)  ['Embedding ESG factors in risk management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_109) in 'Sustainability statement' chapter. |
| F. ICFRS | | |
| F.1 | No | See section [8.1 'Control environment'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_598). |
| F.2 | No | See section [8.2 'Risk assessment in financial reporting'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_601). |
| F.3 | No | See section [8.3 'Control activities'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_604). |
| F.4 | No | See section [8.4 'Information and communication'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_607). |
| F.5 | No | See section [8.5 'Monitoring of system functioning'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_610). |
| F.6 | No | Not applicable. |
| F7 | No | See section [8.6 'External auditor report'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_613). |
| G. DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE RECOMMENDATIONS | | |
| G | Yes | See ['G. Degree of compliance with the corporate governance recommendations'](#if0db84c6cff845e398b792cbffdb51fc_50249) in section 9.2 and  section  [9.3 'References on compliance with recommendations of Spain's Corporate Governance Code'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_628). |
| H. OTHER INFORMATION OF INTEREST | | |
| H | No | • See  ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_75872) in section 4.3, as well as section  [1.4 'Sustainability governance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_70)  in the  'Sustainability statement' ' chapter.  • Banco Santander also complies with the Polish Code of Best Practices, except in areas where  regulation is different in Spain and Poland.  • In addition, see sections  [1.4 'Sustainability governance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_70)  and [4. 'Business conduct (Governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)  [information)'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_199)  in the 'Sustainability statement' chapter.  • Banco Santander has voluntarily signed up to the Code of Best Tax Practices in Spain, see section  [4.2.2. 'Responsible taxation'](#ifdb1f1325f604b48ba5735b8bba7b936_13176)  in the 'Sustainability statement' chapter and note [27g)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1123) of the '[Notes to](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [the consolidated financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)'. Banco Santander also voluntarily signed up to the Code of  Good Practices for the viable restructuring of debts secured by mortgages on primary residences and  the Code of Good Practices for mortgage debtors at risk of vulnerability, see note ['54 Risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1243)  [Management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1243) to the ' [Notes to the consolidated financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) '. |

Annual report 2025373

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 9.2 Statistical information on corporate governance required by the CNMV

Unless otherwise indicated all data as of 31 December 2025.

#### A. OWNERSHIP STRUCTURE

A.1 Complete the following table on share capital and the attributed voting rights, including those corresponding to shares with a loyalty

vote as of the closing date of the year, where appropriate:

Indicate whether company Bylaws contain the provision of double loyalty voting:

Yes o  No þ

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Date of last  modification | Share capital  (euros) | Number of  shares | Number of voting rights |
| 30/12/2025 | 7,344,659,751 | 14,689,319,502 | 14,689,319,502 |

Indicate whether different types of shares exist with different associated rights:

Yes  o    No þ

A.2 List the direct and indirect holders of significant ownership interests at year-end, including directors with a significant shareholding:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | % of voting rights  attributed to shares | |  | % of voting rights through  financial instruments | | Total % of voting rights |
| Name or corporate name of shareholder | Direct | Indirect |  | Direct | Indirect |
| BlackRock Inc. | 0.00 | 6.85 |  | 0.00 | 0.01 | 6.86 |

Details of the indirect shares:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Name or corporate name of  the indirect shareholder | Name or corporate name of  the direct shareholder | % of voting rights  attributed to shares | % of voting rights through  financial instruments | Total % of voting rights |
| BlackRock Inc. | Subsidiaries of BlackRock Inc. | 6.85 | 0.01 | 6.86 |

A.3 Give details of the participation at the close of the fiscal year of the members of the board of directors who are holders of voting rights

attributed to shares of the company or through financial instruments, whatever the percentage, excluding the directors who have been

identified in Section A.2 above:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Name or corporate name of director | % of voting rights  attributed to shares  (including loyalty  votes) | |  | % of voting rights  through financial  instruments | | Total %  of voting  rights | From the total % of voting  rights attributed to the  shares, indicate, where  appropriate, the % of the  additional votes attributed  corresponding to the  shares with a loyalty vote | |
| Direct | Indirect |  | Direct | Indirect | Direct | Indirect |
| Ana Botín-Sanz de Sautuola y O’Shea | 0.02 | 0.21 |  | 0.00 | 0.00 | 0.23 | 0.00 | 0.00 |
| Héctor Grisi Checa | 0.02 | 0.00 |  | 0.00 | 0.00 | 0.02 | 0.00 | 0.00 |
| Glenn H. Hutchins | 0.01 | 0.00 |  | 0.00 | 0.00 | 0.01 | 0.00 | 0.00 |
| José Antonio Álvarez Álvarez | 0.02 | 0.00 |  | 0.00 | 0.00 | 0.02 | 0.00 | 0.00 |
| Homaira Akbari | 0.00 | 0.00 |  | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Juan Carlos Barrabés Cónsul | 0.00 | 0.00 |  | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Javier Botín-Sanz de Sautuola y O’Shea | 0.04 | 0.17 |  | 0.00 | 0.00 | 0.21 | 0.00 | 0.00 |
| Sol Daurella Comadrán | 0.00 | 0.00 |  | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Henrique de Castro | 0.00 | 0.00 |  | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Germán de la Fuente Escamilla | 0.00 | 0.00 |  | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Gina Díez Barroso Azcárraga | 0.00 | 0.00 |  | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Luis Isasi Fernández de Bobadilla | 0.00 | 0.00 |  | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Belén Romana García | 0.00 | 0.00 |  | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Pamela Walkden | 0.00 | 0.00 |  | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Antonio Francesco Weiss | 0.00 | 0.00 |  | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| % total voting rights held by the board of directors | | | | | | 0.49 |  |  |
| % total voting rights represented on the board of directors | | | | | | 0.84 |  |  |

Annual report 2025374

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Details of the indirect holding:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Name or  corporate name  of director | Name or  corporate name  of direct owner | % of voting rights  attributed to shares | % of voting rights through  financial instruments | Total % of  voting rights | From the total % of voting rights  attributed to the shares, indicate,  where appropriate, the % of the  additional votes attributed  corresponding to the shares  with a loyalty vote |
| — | — | — | — | — | — |

A.7 Indicate whether the company has been notified of any shareholders’ agreements that may affect it, in accordance with the provisions of

Articles 530 and 531 of the Spanish Companies Act (LSC). If so, provide a brief description and list the shareholders bound by the agreement,

as applicable:

Yes þ   No  o

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Parties to the shareholders’ agreement | % of share  capital affected |  | Brief description of agreement | Expiry date, if  applicable |
| Javier Botín-Sanz de Sautuola y O’Shea  (directly and indirectly through  Agropecuaria El Castaño, S.L.U. and  Agropecuaria El Castaño Ibérica, S.L.U.)  Emilio Botín-Sanz de Sautuola y O’Shea,  Puente San Miguel, S.L.U. (directly and  through Puente San Miguel DB, S.L.U.,  Puente San Miguel HB, S.L.U., Puente San  Miguel LB, S.L.U. and Puente San Miguel EB,  S.L.U.)  Ana Botín-Sanz de Sautuola y O’Shea,  CRONJE, S.L.U.  Nueva Azil, S.L.U. (through Nueva Azil  Horizonte, S.L.U.)  Carmen Botín-Sanz de Sautuola y O’Shea  Paloma Botín-Sanz de Sautuola y O’Shea  Bright Sky 2012, S.L.U. (through Alina 38,  S.L.U.) | 0.75 |  | Transfer restrictions and syndication of voting rights as described  under section [2.4 'Shareholders’ agreements'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_478)  of the 'Corporate  governance' chapter in the annual report. The communications to  CNMV relating to this shareholders' agreement can be found in  material facts with entry numbers 64179, 171949, 177432,  194069, 211556, 218392, 223703, 226968 and 285567 filed in  CNMV on 17 February 2006, 3 August 2012, 19 November 2012,  17 October, 2013, 3 October 2014, 6 February 2015, 29 May  2015, 29 July 2015 and 31 December 2019, respectively. | 01/01/2056 |

Indicate whether the company is aware of the existence of any concerted actions among its shareholders. If so, give a brief description as

applicable:

Yes  þ  No  o

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Participants in the concerted action | % of share  capital affected |  | Brief description of concerted action | Expiry date, if  applicable |
| Javier Botín-Sanz de Sautuola y O’Shea  (directly and indirectly through  Agropecuaria El Castaño, S.L.U. and  Agropecuaria El Castaño Ibérica, S.L.U.)  Emilio Botín-Sanz de Sautuola y O’Shea,  Puente San Miguel, S.L.U. (directly and  through Puente San Miguel DB, S.L.U.,  Puente San Miguel HB, S.L.U., Puente San  Miguel LB, S.L.U. and Puente San Miguel EB,  S.L.U.)  Ana Botín-Sanz de Sautuola y O’Shea,  CRONJE, S.L.U.  Nueva Azil, S.L.U. (through Nueva Azil  Horizonte, S.L.U.)  Carmen Botín-Sanz de Sautuola y O’Shea  Paloma Botín-Sanz de Sautuola y O’Shea  Bright Sky 2012, S.L.U. (through Alina 38,  S.L.U.) | 0.75 |  | Transfer restrictions and syndication of voting rights as described  under section  [2.4 'Shareholders’ agreements'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_478) of the 'Corporate  governance' chapter in the annual report. The communications to  CNMV relating to this shareholders' agreement can be found in  material facts with entry numbers 64179, 171949, 177432,  194069, 211556, 218392, 223703, 226968 and 285567 filed in  CNMV on 17 February 2006, 3 August 2012, 19 November 2012,  17 October, 2013, 3 October 2014, 6 February 2015, 29 May  2015, 29 July 2015 and 31 December 2019, respectively. | 01/01/2056 |

A.8 Indicate whether any individual or entity currently exercises control or could exercise control over the company in accordance with

article 5 of the Spanish Securities Market Act. If so, identify them:

Yes o  No þ

Annual report 2025375

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

A.9 Complete the following tables on the company’s treasury shares:

At year end:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Number of shares held directly | Number of shares held indirectly (\*) | % of total share capital |
| 0 | 11,077,291 | 0.08% |

(\*) Through:

|  |  |
| --- | --- |
|  |  |
| Name or corporate name of the direct shareholder | Number of shares held directly |
| Pereda Gestión, S.A. | 9,750,000 |
| Banco Santander Argentina, S.A. | 444,527 |
| Banco Santander México, S.A. | 882,764 |
| Total: | 11,077,291 |

A.11 Estimated free float:

|  |  |
| --- | --- |
|  |  |
|  | % |
| Estimated free float | 91.73 |

A.14 Indicate whether the company has issued securities not traded in a regulated market of the European Union.

Yes þ  No o

#### B. GENERAL SHAREHOLDERS' MEETING

B.4 Indicate the attendance figures for the general shareholders’ meetings held during the financial year to which this report relates and in

the two preceding financial years:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Attendance data | | | | |
|  |  |  | % remote voting | |  |
| Date of General Meeting | % attending in  person | % by proxy | Electronic means | Other | Total |
| 31/03/2023 | 0.72 | 64.20 | 2.22 | 0.42 | 67.56 |
| Of which free float: | 0.06 | 63.73 | 2.22 | 0.42 | 66.43 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Attendance data | | | | |
|  |  |  | % remote voting | |  |
| Date of General Meeting | % attending in  person | % by proxy | Electronic means | Other | Total |
| 22/03/2024 | 0.82 | 62.48 | 2.83 | 0.52 | 66.65 |
| Of which free float: | 0.08 | 61.99 | 2.83 | 0.52 | 65.42 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Attendance data | | | | |
|  |  |  | % remote voting | |  |
| Date of General Meeting | % attending in  person | % by proxy | Electronic means | Other | Total |
| 04/04/2025 | 0.80 | 64.59 | 2.57 | 0.55 | 68.51 |
| Of which free float: | 0.02 | 64.08 | 2.57 | 0.55 | 67.22 |

|  |
| --- |
|  |
| Observations |
| Our 2025 AGM was held in a completely virtual format, with no physical attendance by shareholders. However, as there is no specific column for the  inclusion of the % attending virtually, this information has been included in the column % attending in person. |

B.5 Indicate whether in the general shareholders’ meetings held during the financial year to which this report relates there has been any

matter submitted to them which has not been approved by the shareholders:

Yes o   No þ

B.6 Indicate whether the Bylaws require a minimum holding of shares to attend to or to vote remotely in the general shareholders’ meeting:

Yes o  No þ

Annual report 2025376

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### C. MANAGEMENT STRUCTURE

C.1 Board of directors

C.1.1 Maximum and minimum number of directors provided for in the Bylaws:

|  |  |
| --- | --- |
|  |  |
| Maximum number of directors | 17 |
| Minimum number of directors | 12 |
| Number of directors set by the General Meeting | 15 |

C.1.2 Complete the following table with the directors’ details:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Name or corporate  name of director | Representative | Category of  director | Position in  the board | Date of first  appointment | Date of last  appointment | Election procedure |
| Ana Botín-Sanz de Sautuola y O’Shea | N/A | Executive | Chair | 04/02/1989 | 04/04/2025 | Vote in general  shareholders’  meeting |
| Héctor Grisi Checa | N/A | Executive | Chief Executive  Officer | 01/01/2023 | 04/04/2025 | Vote in general  shareholders’  meeting |
| Glenn H. Hutchins | N/A | Independent | Lead Independent  Director | 20/12/2022 | 04/04/2025 | Vote in general  shareholders’  meeting |
| José Antonio Álvarez Álvarez | N/A | Other external | Vice Chair | 13/01/2015 | 22/03/2024 | Vote in general  shareholders’  meeting |
| Homaira Akbari | N/A | Independent | Director | 27/09/2016 | 31/03/2023 | Vote in general  shareholders’  meeting |
| Juan Carlos Barrabés Cónsul | N/A | Independent | Director | 27/06/2024 | 27/06/2024 | Vote in general  shareholders’  meeting |
| Javier Botín-Sanz de Sautuola y  O’Shea | N/A | Other external | Director | 25/07/2004 | 22/03/2024 | Vote in general  shareholders’  meeting |
| Sol Daurella Comadrán | N/A | Independent | Director | 18/02/2015 | 31/03/2023 | Vote in general  shareholders’  meeting |
| Henrique de Castro | N/A | Independent | Director | 17/07/2019 | 22/03/2024 | Vote in general  shareholders’  meeting |
| Germán de la Fuente Escamilla | N/A | Independent | Director | 21/04/2022 | 22/03/2024 | Vote in general  shareholders’  meeting |
| Gina Díez Barroso Azcárraga | N/A | Independent | Director | 22/12/2020 | 31/03/2023 | Vote in general  shareholders’  meeting |
| Luis Isasi Fernández de Bobadilla | N/A | Other external | Director | 19/05/2020 | 04/04/2025 | Vote in general  shareholders'  meeting |
| Belén Romana García | N/A | Independent | Director | 22/12/2015 | 22/03/2024 | Vote in general  shareholders’  meeting |
| Pamela Walkden | N/A | Independent | Director | 29/10/2019 | 04/04/2025 | Vote in general  shareholders’  meeting |
| Antonio Francesco Weiss | N/A | Independent | Director | 27/06/2024 | 27/06/2024 | Vote in general  shareholders'  meeting |
| Total number of directors | 15 |  |  |  |  |  |

Indicate any directors who have left during the financial year to which this report relates, regardless of the reason (whether for resignation

or by agreement of the general meeting or any other):

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Name or corporate  name of director | Category of director  at the time he/her  left | Date of last  appointment | Date of leave | Board committees he or she  was a member of | Indicate whether he or she  has left before the expiry  of his or her term |
| N/A | N/A | N/A | N/A | N/A | N/A |

Annual report 2025377

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

C.1.3 Complete the following tables for the directors in each relevant category:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Executive directors | | |
| Name or corporate name of director | Position held in the company | Profile |
| Ana Botín-Sanz de Sautuola y O’Shea | Executive Chair | See section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) in the 'Corporate governance'  chapter in the annual report. |
| Héctor Grisi Checa | CEO | See section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) in the 'Corporate governance'  chapter in the annual report. |
| Total number of executive directors | | 2 |
| % of the Board | | 13.33 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Proprietary non-executive directors | | |
| Name or corporate name of director | Name or corporate name of significant shareholder represented or having  proposed his or her appointment | Profile |
| N/A | N/A | N/A |
| Total number of proprietary non-executive directors | | 0 |
| % of the Board | | 0 |

|  |  |
| --- | --- |
|  |  |
| Independent directors | |
| Name or corporate name of director | Profile |
| Glenn H. Hutchins | See section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) in the 'Corporate governance' chapter in the annual report. |
| Homaira Akbari | See section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) in the 'Corporate governance' chapter in the annual report. |
| Juan Carlos Barrabés Cónsul | See section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) in the 'Corporate governance' chapter in the annual report. |
| Sol Daurella Comadrán | See section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) in the 'Corporate governance' chapter in the annual report. |
| Henrique de Castro | See section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) in the 'Corporate governance' chapter in the annual report. |
| Germán de la Fuente Escamilla | See section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) in the 'Corporate governance' chapter in the annual report. |
| Gina Díez Barroso Azcárraga | See section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) in the 'Corporate governance' chapter in the annual report. |
| Belén Romana Garcia | See section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) in the 'Corporate governance' chapter in the annual report. |
| Pamela Walkden | See section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) in the 'Corporate governance' chapter in the annual report. |
| Antonio Francesco Weiss | See section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508) in the 'Corporate governance' chapter in the annual report. |
| Total number of independent directors | 10 |
| % of the Board | 66.67 |

Annual report 2025378

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Identify any independent director who receives from the company or its group any amount or perk other than his or her director

remuneration, as a director, or who maintain or have maintained during the financial year covered in this report a business relationship with

the company or any group company, whether in his or her own name or as a principal shareholder, director or senior manager of an entity

which maintains or has maintained such a relationship.

In such a case, a reasoned statement from the Board on why the relevant director(s) is able to carry on their duties as independent

director(s) will be included.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Name or  corporate name  of director | Description of the rela  tionship | Reasoned statement |
| Sol Daurella  Comadrán | Financing | When conducting the annual verification of the independence of directors classified as independent, the  nomination committee analysed the business relationships between Grupo Santander and such directors  and/or  the companies in which they are or have previously been principal shareholders, directors or  senior managers.  The committee concluded that the funding Grupo Santander granted to companies in which Sol Daurella  was a principal shareholder or director in 2025 were not significant because, among other reasons: (i)  they did not generate economic dependence on the companies involved in view of the substitutability of  this funding by other sources, whether banks or others; (ii) they were consistent with Grupo Santander's  share in the corresponding market; and (iii) they did not reach certain comparable materiality thresholds  used in other jurisdictions (e.g. NYSE, Nasdaq and the Canadian Bank Act). |
| Henrique de  Castro | Business | When conducting the annual verification of the independence of directors classified as independent, the  nomination committee analysed the business relationships between Grupo Santander and such directors  and/or the companies in which they are or have previously been principal shareholders, directors or senior  managers.  The committee concluded that the business relationships maintained between Grupo Santander and the  company in which Henrique de Castro was a director in 2025 were not significant because, among other  reasons they did not reach certain comparable materiality thresholds used in other jurisdictions (e.g. NYSE  and Nasdaq). |
| Gina Díez  Barroso  Azcárraga | Business/Financing | When conducting the annual verification of the independence of directors classified as independent, the  nomination committee analysed the business relationships between Grupo Santander and such directors  and/or the companies in which they are or have previously been principal shareholders, directors or senior  managers.  The committee concluded that the business relationships maintained and the funding Grupo Santander  granted to companies in which Gina Díez Barroso was a principal shareholder and director in 2025 were  not significant because, among other reasons: (i) they did not generate a situation of economic  dependence on the company involved in view of the substitutability of this funding by other sources,  whether banks or others; (ii) they were consistent with Grupo Santander's share in the corresponding  market; and (iii) they did not reach certain comparable materiality thresholds used in other jurisdictions  (e.g. NYSE, Nasdaq and the Canadian Bank Act). |
| Belén Romana  García | Business/Financing | When conducting the annual verification of the independence of directors classified as independent, the  nomination committee analysed the business relationships between Grupo Santander and such directors  and/or the companies in which they are or have previously been principal shareholders, directors or senior  managers.  The committee concluded that the business relationships maintained and the funding Grupo Santander  granted to companies in which Belén Romana was a director in 2025 were not significant because, among  other reasons: (i) they did not generate economic dependence on the companies involved in view of the  substitutability of this funding by other sources, whether banks or others; (ii) they were consistent with  Grupo Santander's share in the corresponding market; and (iii) they did not reach certain comparable  materiality thresholds used in other jurisdictions (e.g. NYSE, Nasdaq and the Canadian Bank Act). |
| Juan Carlos  Barrabés Cónsul | Financing | When conducting the annual verification of the independence of directors classified as independent, the  nomination committee analysed the business relationships between Grupo Santander and such directors  and/or the companies in which they are or have previously been principal shareholders, directors or senior  managers.  The committee concluded that the funding Grupo Santander granted to Juan Carlos Barrabés and the  companies in which he was a principal shareholder or director in 2025 were not significant because,  among other reasons: (i) it did not generate economic dependence in view of the substitutability of this  funding by other sources, whether banks or others; (ii) it was consistent with Grupo Santander's share in  the corresponding market; and (iii) it did not reach certain comparable materiality thresholds used in other  jurisdictions (e.g. NYSE, Nasdaq and the Canadian Bank Act). |
| Antonio  Francesco  Weiss | Business | When conducting the annual verification of the independence of directors classified as independent, the  nomination committee analysed the business relationships between Grupo Santander and such directors  and/or the companies in which they are or have previously been principal shareholders, directors or senior  managers.  The committee concluded that the business relationships maintained between Grupo Santander and the  company in which Antonio Weiss was a principal shareholder in 2025 were not significant because,  among other reasons they did not reach certain comparable materiality thresholds used in other  jurisdictions (e.g. NYSE and Nasdaq). |

Annual report 2025379

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |
| --- | --- |
|  |  |
| Other external directors | |

Identify all other external directors and explain why these cannot be considered proprietary or independent directors and detail their

relationships with the company, its executives or shareholders:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Name or corporate name of  director | Reasons | Company, manager or  shareholder to which or  to whom the director is  related | Profile |
| José Antonio Álvarez Álvarez | Mr Álvarez was the former CEO of Banco Santander  until 31 December 2022, pursuant to sub-section 4.a)  of article 529 duodecies  of the Spain's Companies Act. | Banco Santander, S.A. | See section  [4.1 'Our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508)  [directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508)  in the Corporate  governance chapter in the  annual report. |
| Javier Botín-Sanz de Sautuola y  O’Shea | Mr Botín has been director for over 12 years, pursuant  to sub-section 4. i) of article 529 duodecies  of the  Spain's Companies Act. | Banco Santander, S.A. | See section  [4.1 'Our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508)  [directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508)  in the Corporate  governance chapter in the  annual report. |
| Luis Isasi Fernández de Bobadilla | Under prudent criteria given his remuneration as non-  executive Chair of Santander España’s body as  supervisor, business unit without its own corporate  identity separate to Banco Santander, pursuant to  sub-sections 2 to 4 of article 529  duodecies of the  Spain's Companies Act. | Banco Santander, S.A. | See section  [4.1 'Our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508)  [directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508)  in the Corporate  governance chapter in the  annual report. |
| Total number of other external directors | | | 3 |
| % of the Board |  |  | 20.00 |

List any changes in the category of a director which have occurred during the period covered in this report.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Name or corporate name of director | Date of change | Previous category | Current category |
| — | — | — | — |

C.1.4 Complete the following table on the number of female directors at the end of each the past four years and their category:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Number of female directors |  |  |  |  | % of total directors of each category | | | |
|  | FY 2025 | FY 2024 | FY 2023 | FY 2022 | FY 2025 | FY 2024 | FY 2023 | FY 2022 |
| Executive | 1 | 1 | 1 | 1 | 50.00 | 50.00 | 50.00 | 50.00 |
| Proprietary | — | — | — | — | 0.00 | 0.00 | 0.00 | 0.00 |
| Independent | 5 | 5 | 5 | 5 | 50.00 | 50.00 | 50.00 | 50.00 |
| Other external | — | — | — | — | 0.00 | 0.00 | 0.00 | 0.00 |
| Total: | 6 | 6 | 6 | 6 | 40.00 | 40.00 | 40.00 | 40.00 |

Annual report 2025380

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

C.1.11 List the positions of director, administrator or representative thereof, held by directors or representatives of directors who are

members of the company's board of directors in other entities, whether or not they are listed companies:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Identity of the director or  representative | Company name of the listed or non-listed entity | Position | Remunerated YES/NO |
| Ana Botín-Sanz de Sautuola y  O’Shea | The Coca-Cola Company | Director | YES |
| Héctor Grisi Checa | Cogrimex, S.A. de C.V. | Chair | NO |
|  | Galve Investments, S.L. | Sole director | NO |
| Glenn H. Hutchins | CoreWeave, Inc. | Director | YES |
| North Island, LLC | Chair | NO |
| North Island Ventures, LLC | Chair | NO |
| José Antonio Álvarez Álvarez | Aon plc | Director | YES |
| Homaira Akbari | Landstar System, Inc. | Director | YES |
| AKnowledge Partners, LLC | Chief Executive Officer | YES |
| Juan Carlos Barrabés Cónsul | Grupo Barrabés Cónsul, S.L. | Chair-Chief Executive Officer | NO |
| Barrabés Internet, S.L.U. | Chief Executive Officer | NO |
| Barrabés Ski Montaña, S.L.U. | Director | NO |
| Action & Lifestyle, S.L.U. | Director | NO |
| Tuca del Mont, S.L. | Chief Executive Officer | NO |
| Ediciones Montañas y Hombres, S.L.U. | Director | NO |
| Llitarrada Innova, S.L. | Representative of sole director | NO |
| Innova Next, S.L.U. | Representative of joint and several  director | NO |
| Step One Ventures, S.L. | Representative of joint and several  director | NO |
| Agencia Certificadora Autónoma, S.L.U. | Representative of joint and several  director | NO |
| Javier Botín-Sanz de Sautuola y  O’Shea | JB Capital Markets, S. V., S.A.U. | Chair | YES |
| Inversiones Zulú, S.L. | Chair-Chief Executive Officer | NO |
| Agropecuaria El Castaño, S.L.U. | Joint director | NO |
| Agropecuaria El Castaño Ibérica, S.L.U. | Joint director | NO |
| Inversiones Peña Cabarga, S.L. | Joint and several director | NO |
| Sol Daurella Comadrán | Coca-Cola Europacific Partners plc | Chair | YES |
| Cobega, S.A. | Representative of director | NO |
| Equatorial Coca Cola Bottling Company, S.L. | Director | YES |
| Cobega Invest S.L. | Joint director | NO |
| Olive Partners, S.A. | Representative of director | NO |
| Indau, s.à.r.l. | Director | YES |
| Henrique de Castro | Fiserv Inc. | Director | YES |
| Stakecorp Capital, s.à.r.l. | Director | NO |
| Gina Díez Barroso Azcárraga | Grupo Axo, S.A.P.I. de C.V. | Director | YES |
| Centro de Diseño y Comunicación, S.C. | Chair | NO |
| Bolsa Mexicana de Valores, S.A.B. de C.V. | Director | YES |
| Luis Isasi Fernández de Bobadilla | Logista Integral, S.A. | Chair | YES |
| Balcón del Parque, S.L. | Sole director | NO |
| Santa Clara de C. Activos, S.L. | Joint and several director | NO |
| Belén Romana García | Werfen, S.A. | Director | YES |
| SIX Group AG | Director | YES |
| SIX Digital Exchange AG | Chair | YES |
| SDX Trading AG | Chair | YES |
| Bolsas y Mercados Españoles, Sociedad Holding  de Mercados y Sistemas Financieros, S.A. | Director | YES |
| Industria de Diseño Textil, S.A. (Inditex) | Director | YES |
| Antonio Francesco Weiss | Société Familiale d'Investissements S.A. | Director | YES |

Annual report 2025381

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Indicate, where appropriate, the other remunerated activities of the directors or directors' representatives, whatever their nature, other than

those indicated in the previous table.

|  |  |
| --- | --- |
|  |  |
| Identity of the director or representative | Other paid activities |
| Glenn H. Hutchins | Member of the international advisory board Government of Singapore Investment  Corporation |
| Homaira Akbari | Member of the Security Advisory Board of Telefónica Soluciones de Criptografía, S.A.U. |
| Luis Isasi Fernández de Bobadilla | Senior advisor of I Squared Capital Advisors (UK) LLP |
| Belén Romana García | Senior advisor of Artá Capital, S.G.E.I.C., S.A. |
| Academic director of the IE Leadership & Foresight Hub Programme |
| Pamela Walkden | Member of the advisory board of JD Haspel Ltd |
| Antonio Francesco Weiss | Partner of SSW Partners LP |
| Associate of AFWCo LP |
| Senior advisor of JAB Holdings |

C.1.12 Indicate and, if applicable explain, if the company has established rules on the maximum number of directorships its directors may

hold and, if so, where they are regulated:

Yes þ  No o

The maximum number of directorships is established, as provided for in article 30 of the Rules and regulations of the board, in article 26 of

Spain's Law 10/2014 on the ordering, supervision and solvency of credit institutions. This rule is further developed by articles 29 and

subsequent of Royal Decree 84/2015 and by Rules 30 and subsequent of Bank of Spain Circular 2/2016.

C.1.13 Identify the following items of the total remuneration of the board of directors:

|  |  |
| --- | --- |
|  |  |
| Board remuneration accrued in the fiscal year (EUR thousand) | 29,462 |
| Funds accumulated by current directors for long-term savings systems with consolidated economic rights (EUR thousand) | 90,238 |
| Funds accumulated by current directors for long-term savings systems with unconsolidated economic rights (EUR thousand) | 0 |
| Pension rights accumulated by former directors (EUR thousand) | 42,506 |

C.1.14 Identify the members of the company’s senior management who are non executive directors and indicate total remuneration they

have accrued during the financial year:

|  |  |
| --- | --- |
|  |  |
| Name or corporate name | Position (s) |
| Mahesh Chatta Aditya | Group Chief Risk Officer |
| Daniel Barriuso Rojo | Global Head of Retail & Commercial Banking and Group Chief Transformation Officer |
| Julia Bayón Pedraza | Group Chief Audit Executive |
| Juan Manuel Cendoya Méndez de Vigo | Group Head of Communications, Corporate Marketing and Research |
| Manuel Preto | Group Chief Accounting Officer |
| José Antonio García Cantera | Group Chief Financial Officer |
| Francisco Javier García-Carranza Benjumea | Global Head of Wealth Management & Insurance |
| David Hazell | Group Chief Compliance Officer |
| José María Linares Perou | Global Head of Corporate & Investment Banking |
| Mónica Lopez-Monís Gallego | Group Head of Supervisory and Regulatory Relations |
| Juan María Olaizola Bartolomé | Group Chief Operating & Technology Officer |
| José Luis de Mora Gil-Gallardo | Group Head of Corporate Development and Financial Planning |
| Jaime Pérez Renovales | Group General Counsel |
| Nitin Prabhu | Global Head of Digital Consumer Bank |
| Javier Roglá Puig | Group Head of People, Culture & Organization |
| Number of women in senior management | 2 |
| Percentage of total senior management | 13.33% |
| Total remuneration accrued by the senior  management (EUR thousand) | 57,592 |

C.1.15 Indicate whether any changes have been made to the board's regulations during the financial year:

Yes o  No þ

C.1.21 Indicate whether there are any specific requirements, other than those applying to directors generally, to be appointed Chair:

Yes o  No þ

Annual report 2025382

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

C.1.23 Indicate whether the Bylaws or the board's regulations set a limited term of office (or other requirements which are stricter than

those provided for in the law) for independent directors different than the one provided for in the law.

Yes o  No þ

C.1.25 Indicate the number of board meetings held during the financial year and how many times the board has met without the Chair’s

attendance. Attendance also includes proxies appointed with specific instructions:

|  |  |
| --- | --- |
|  |  |
| Number of board meetings | 13 |
| Number of board meetings held without the Chair’s attendance | 0 |

Indicate the number of meetings held by the Lead Independent Director with the rest of directors without the attendance or representation

of any executive director.

|  |  |
| --- | --- |
|  |  |
| Number of meetings | 5 |

Indicate the number of meetings of the various board committees held during the financial year.

|  |  |
| --- | --- |
|  |  |
| Number of meetings of the audit committee | 15 |
| Number of meetings of the responsible banking, sustainability and culture committee | 4 |
| Number of meetings of the innovation and technology committee | 4 |
| Number of meetings of the nomination committee | 9 |
| Number of meetings of the remuneration committee | 9 |
| Number of meetings of the risk supervision, regulation and compliance committee | 14 |
| Number of meetings of the executive committee | 23 |

C.1.26 Indicate the number of board meetings held during the financial year and data about the attendance of the directors:

|  |  |
| --- | --- |
|  |  |
| Number of meetings with at least 80% of directors being present | 13 |
| % of votes cast by members present over total votes in the financial year | 99 |
| Number of board meetings with all directors being present (or represented having given specific instructions) | 12 |
| % of votes cast by members present at the meeting or represented with specific instructions over total votes in the  financial year | 99.48 |

C.1.27 Indicate whether the company´s consolidated and individual financial statements are certified before they are submitted to the board

for their formulation.

Yes þ  No o

Identify, where applicable, the person(s) who certified the company’s individual and consolidated financial statements prior to their

formulation by the board:

|  |  |
| --- | --- |
|  |  |
| Name | Position |
| Manuel Preto | Group Chief Accounting Officer |

C.1.29 Is the secretary of the board also a director?

Yes o  No þ

If the secretary of the board is not a director fill in the following table:

|  |  |
| --- | --- |
|  |  |
| Name or corporate name of the secretary | Representative |
| Jaime Pérez Renovales | N/A |

C.1.31 Indicate whether the company has changed its external audit firm during the financial year. If so, identify the incoming audit firm and

the outgoing audit firm:

Yes o  No þ

Annual report 2025383

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

C.1.32 Indicate whether the audit firm performs non-audit work for the company and/or its group. If so, state the amount of fees paid for

such work and express this amount as a percentage they represent of all fees invoiced to the company and/or its group.

Yes  þ  No o

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Company | Group  companies | Total |
| Amount of non-audit work (EUR thousand) | 8,599 | 7,328 | 15,927 |
| Amount of non-audit work as a % of amount of audit work | 28.85 | 9.75 | 15.18 |

C.1.33 Indicate whether the audit report on the previous year’s financial statements contains a qualified opinion or reservations. Indicate the

reasons given by the Chair of the audit committee to the shareholders in the general shareholders meeting to explain the content and scope

of those qualified opinion or reservations.

Yes o   No  þ

C.1.34 Indicate the number of consecutive years during which the current audit firm has been auditing the financial statements of the

company and/or its group. Likewise, indicate for how many years the current firm has been auditing the financial statements as a

percentage of the total number of years over which the financial statements have been audited:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Individual financial  statements | Consolidated  financial statements |
| Number of consecutive years | 10 | 10 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Company | Group |
| Number of years audited by current audit firm/Number of years the company’s or its Group  financial statements have been audited (%) | 22.73 | 23.26 |

C.1.35 Indicate and if applicable explain whether there are procedures for directors to receive the information they need in sufficient time to

prepare for meetings of the governing bodies:

Yes þ  No o

|  |
| --- |
|  |
| Procedures |
| Our Rules and regulations of the board foresees that members of the board and committees are provided with the relevant documentation for each  meeting sufficiently in advance of the meeting date. |

C.1.39 Identify, individually in the case of directors, and in the aggregate in all other cases, and provide detailed information on, agreements

between the company and its directors, executives and employees that provide indemnification, guarantee or golden parachute clause in

the event of resignation, unfair dismissal or termination as a result of a takeover bid or other type of transaction.

|  |  |
| --- | --- |
|  |  |
| Number of beneficiaries | 25 |
| Type of beneficiary | Description of the agreement: |
| Employees | The Bank has no commitments to provide severance pay to directors.  A number of employees have a right to compensation equivalent to one to two years of their basic salary in the event  of their contracts being terminated by the Bank in the first two years of their contract in the event of dismissal on  grounds other than their own will, retirement, disability or serious dereliction of duties.  In addition, for the purposes of legal compensation, in the event of redundancy a number of employees are entitled  to recognition of length of service including services provided prior to being contracted by the Bank; this would entitle  them to higher compensation than they would be due based on their actual length of service with the Bank itself. |

Indicate whether these agreements must be reported to and/or authorised by the governing bodies of the company or its group beyond the

procedures provided for in applicable law. If applicable, specify the process applied, the situations in which they apply, and the bodies

responsible for approving or communicating those agreements:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Board of directors | General Shareholders’  Meeting |
| Body authorising clauses | √ |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | YES | NO |
| Is the general shareholders’ meeting informed of such clauses? | √ |  |

Annual report 2025384

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### C.2 Board committees

C.2.1 Give details of all the board committees, their members and the proportion of executive, independent and other external directors.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Executive committee | | |
| Name | Position | Type |
| Ana Botín-Sanz de Sautuola y O’Shea | Chair | Executive |
| Héctor Grisi Checa | Member | Executive |
| José Antonio Álvarez Álvarez | Member | Other external |
| Luis Isasi Fernández de Bobadilla | Member | Other external |
| Belén Romana García | Member | Independent |
| % of executive directors |  | 40.00 |
| % of proprietary directors |  | 0.00 |
| % of independent directors |  | 20.00 |
| % of other external directors |  | 40.00 |
|  |  |  |
| Audit committee | | |
| Name | Position | Type |
| Germán de la Fuente Escamilla | Chair | Independent |
| Homaira Akbari | Member | Independent |
| Henrique de Castro | Member | Independent |
| Belén Romana García | Member | Independent |
| Pamela Walkden | Member | Independent |
| % of executive directors |  | 0 |
| % of proprietary directors |  | 0 |
| % of independent directors |  | 100 |
| % of other external directors |  | 0 |

Identify those directors in the audit committee who have been appointed on the basis of their knowledge and experience in accounting,

audit or both and indicate the date of appointment of the committee chair.

|  |  |
| --- | --- |
|  |  |
| Name of directors with accounting or audit experience | Germán de la Fuente  Homaira Akbari  Henrique de Castro  Belén Romana García  Pamela Walkden |
|  | |
|  | |
| Date of appointment of the committee chair for that position | 23 March 2024 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Nomination committee | | |
| Name | Position | Type |
| Belén Romana García | Chair | Independent |
| Juan Carlos Barrabés Cónsul | Member | Independent |
| Sol Daurella Comadrán | Member | Independent |
| Gina Díez Barroso | Member | Independent |
| Glenn H. Hutchins | Member | Independent |
| % of executive directors |  | 0 |
| % of proprietary directors |  | 0 |
| % of independent directors |  | 100 |
| % of other external directors |  | 0 |
|  |  |  |

Annual report 2025385

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Remuneration committee | | |
| Name | Position | Type |
| Glenn H. Hutchins | Chair | Independent |
| Sol Daurella Comadrán | Member | Independent |
| Henrique de Castro | Member | Independent |
| Luis Isasi Fernández de Bobadilla | Member | Other external |
| Antonio Francesco Weiss | Member | Independent |
| % of executive directors |  | 0 |
| % of proprietary directors |  | 0 |
| % of independent directors |  | 80.00 |
| % of other external directors |  | 20.00 |
|  |  |  |
| Risk supervision, regulation and compliance committee | | |
| Name | Position | Type |
| Pamela Walkden | Chair | Independent |
| José Antonio Álvarez Álvarez | Member | Other external |
| Germán de la Fuente Escamilla | Member | Independent |
| Luis Isasi Fernández de Bobadilla | Member | Other external |
| Belén Romana García | Member | Independent |
| % of executive directors |  | 0 |
| % of proprietary directors |  | 0 |
| % of independent directors |  | 60.00 |
| % of other external directors |  | 40.00 |
|  |  |  |
| Responsible banking, sustainability and culture committee | | |
| Name | Position | Type |
| Sol Daurella Comadrán | Chair | Independent |
| Homaira Akbari | Member | Independent |
| Juan Carlos Barrabés Cónsul | Member | Independent |
| Gina Díez Barroso Azcárraga | Member | Independent |
| Belén Romana García | Member | Independent |
| % of executive directors |  | 0 |
| % of proprietary directors |  | 0 |
| % of independent directors |  | 100 |
| % of other external directors |  | 0 |
|  |  |  |
| Innovation and technology committee | | |
| Name | Position | Type |
| Glenn H. Hutchins | Chair | Independent |
| Ana Botín-Sanz de Sautuola y O'Shea | Member | Executive |
| Homaira Akbari | Member | Independent |
| José Antonio Álvarez Álvarez | Member | Other external |
| Juan Carlos Barrabés Cónsul | Member | Independent |
| Henrique de Castro | Member | Independent |
| Héctor Grisi Checa | Member | Executive |
| Belén Romana García | Member | Independent |
| % of executive directors |  | 25.00 |
| % of proprietary directors |  | 0.00 |
| % of independent directors |  | 62.50 |
| % of other external directors |  | 12.50 |

Annual report 2025386

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

C.2.2 Complete the following table on the number of female directors on the various board committees over the past four years.

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | Number of female directors | | | | | | | | | | |
|  | FY 2025 | |  | FY 2024 | |  | FY 2023 | |  | FY 2022 | |
|  | Number | % |  | Number | % |  | Number | % |  | Number | % |
| Audit committee | 3 | 60.00 |  | 3 | 50.00 |  | 3 | 50.00 |  | 3 | 50.00 |
| Responsible banking, sustainability and culture  committee | 4 | 80.00 |  | 4 | 80.00 |  | 4 | 80.00 |  | 3 | 75.00 |
| Innovation and technology committee | 3 | 37.50 |  | 3 | 37.50 |  | 3 | 42.86 |  | 3 | 42.86 |
| Nomination committee | 3 | 60.00 |  | 3 | 60.00 |  | 2 | 50.00 |  | 2 | 50.00 |
| Remuneration committee | 1 | 20.00 |  | 1 | 25.00 |  | 1 | 20.00 |  | 1 | 20.00 |
| Risk supervision, regulation and compliance  committee | 2 | 40.00 |  | 2 | 50.00 |  | 2 | 40.00 |  | 2 | 50.00 |
| Executive committee | 2 | 40.00 |  | 2 | 40.00 |  | 2 | 33.33 |  | 2 | 33.33 |

D. RELATED-PARTY AND INTRAGROUP TRANSACTIONS

D.2 Give individual details of operations that are significant due to their amount or of importance due to their subject matter carried out

between the company or its subsidiaries and shareholders holding 10% or more of the voting rights or who are represented on the board of

directors of the company, indicating which has been the competent body for its approval and if any affected shareholder or director has

abstained. In the event that the board of directors has responsibility, indicate if the proposed resolution has been approved by the board

without a vote against the majority of the independents:

Not applicable.

D.3 Give individual details of the operations that are significant due to their amount or relevant due to their subject matter carried out by the

company or its subsidiaries with the administrators or managers of the company, including those operations carried out with entities that

the administrator or manager controls or controls jointly, indicating the competent body for its approval and if any affected shareholder or

director has abstained. In the event that the board of directors has responsibility, indicate if the proposed resolution has been approved by

the board without a vote against the majority of the independents:

Not applicable.

Annual report 2025387

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

D.4 Report individually on intra-group transactions that are significant due to their amount or relevant due to their subject matter that have

been undertaken by the company with its parent company or with other entities belonging to the parent's group, including subsidiaries of

the listed company, except where no other related party of the listed company has interests in these subsidiaries or that they are fully

owned, directly or indirectly, by the listed company.

In any case, report any intragroup transactions carried out with entities in countries or territories considered to be tax havens.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Corporate name of  the group company | Brief description of the transaction and any other information necessary for its evaluation | Amount (EUR  thousand) |
| The information included in this chart shows the transactions carried out and the results obtained by Banco Santander, S.A. in Spain and its foreign  branches as of 31 December 2025, with Group entities resident in countries or territories that, as of that date, were considered non-cooperative  jurisdictions in accordance with the applicable Spanish legislation (Law 11/2021, of 9 July, on measures to prevent and fight against tax fraud).  Such results, as well as the balances shown below, have been eliminated in the consolidation process. See [note 3.c)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1003)  of the 'Consolidated financial  statements' for further information on offshore entities. | | |
| Banco Santander  (Brasil) S.A.  (Cayman Islands  Branch) | The amount shown on the right corresponds to net negative results (including foreign exchange  differences) associated with derivatives transactions.  These derivatives had a net negative market value of EUR 520 million and comprised the following  transactions:  - 140 Non-Delivery Forwards.  - 377 Swaps.  - 103 Cross Currency Swaps.  - 37 Options.  - 151 Forex. | 265,061 |
| The amount shown on the right corresponds to negative interest results associated with deposits  (liabilities). Such deposits had a nominal value of EUR 1,476 million as of 31 December 2025. | 29,521 |
| The amount shown on the right relates to negative results from interest and fees associated with  correspondent accounts (liabilities). These correspondent accounts had a credit balance of EUR 4 million  as of 31 December 2025. | 156 |
| The amount shown on the right corresponds to interest results associated with loans and advances  (assets). Such loans and advances had a credit balance of EUR 26 thousand as of 31 December 2025,  which was offset by a deposit of the same amount. | 0 |
| The amount shown on the right corresponds to interest results associated with other assets (rest). Such  assets had a debit balance of EUR 25 thousand as of 31 December 2025. | 0 |
| The amount shown on the right corresponds to positive results from fees and commissions received. | 225 |

D.5 Give individual details of the operations that are significant due to their amount or relevant due to their subject matter carried out by the

company or its subsidiaries with other related parties pursuant to the international accounting standards adopted by the EU, which have not

been reported in previous sections.

Not applicable.

Annual report 2025388

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

G. DEGREE OF COMPLIANCE WITH THE

#### CORPORATE GOVERNANCE RECOMMENDATIONS

Indicate the degree of the company’s compliance with the

recommendations of the good governance code for listed

companies.

Should the company not comply with any of the recommendations

or comply only in part, include a detailed explanation of the reasons

so that shareholders, investors and the market in general have

enough information to assess the company’s behaviour. General

explanations are not acceptable.

1. The bylaws of listed companies should not place an upper limit

on the votes that can be cast by a single shareholder, or impose

other obstacles to the takeover of the company by means of share

purchases on the market.

Complies

2. When the listed company is controlled, pursuant to the meaning

established in Article 42 of the Commercial Code, by another listed

or non-listed entity, and has, directly or through its subsidiaries,

business relationships with that entity or any of its subsidiaries

(other than those of the listed company) or carries out activities

related to the activities of any of them, this is reported publicly, with

specific information about:

a) The respective areas of activity and possible business

relationships between, on the one hand, the listed company or its

subsidiaries and, on the other, the parent company or its

subsidiaries.

b) The mechanisms established to resolve any conflicts of interest

that may arise.

Not applicable

3. During the AGM the chair of the board should verbally inform

shareholders in sufficient detail of the most relevant aspects of the

company’s corporate governance, supplementing the written

information circulated in the annual corporate governance report. In

particular:

a) Changes taking place since the previous annual general meeting.

b) The specific reasons for the company not following a given Good

Governance Code recommendation, and any alternative procedures

followed in its stead.

Complies

4. The company should define and promote a policy for

communication and contact with shareholders and institutional

investors within the framework of their involvement in the

company, as well as with proxy advisors, that complies in full with

the rules on market abuse and gives equal treatment to

shareholders who are in the same position. The company should

make said policy public through its website, including information

regarding the way in which it has been implemented and the parties

involved or those responsible its implementation.

Further, without prejudice to the legal obligations of disclosure of

inside information and other regulated information, the company

should also have a general policy for the communication of

economic-financial, non-financial and corporate information

through the channels it considers appropriate (media, social media

or other channels) that helps maximise the dissemination and

quality of the information available to the market, investors and

other stakeholders.

Complies

5. The board of directors should not make a proposal to the general

meeting for the delegation of powers to issue shares or convertible

securities without pre-emptive subscription rights for an amount

exceeding 20% of capital at the time of such delegation.

And that whenever the board of directors approves an issuance of

shares or convertible securities without pre-emptive rights the

company immediately publishes reports on its web page regarding

said exclusions as referenced in applicable mercantile law.

Complies

6. Listed companies drawing up the following reports on a

voluntary or compulsory basis should publish them on their website

well in advance of the AGM, even if their distribution is not

obligatory:

a) Report on auditor independence.

b) Reviews of the operation of the audit committee and the

nomination and remuneration committees.

c) Audit committee report on third-party transactions.

Complies

Annual report 2025389

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

7. The company should broadcast its general meetings live on the

corporate website.

The company should have mechanisms that allow the delegation

and exercise of votes by electronic means and even, in the case of

large-cap companies and, to the extent that it is proportionate,

attendance and active participation in the general shareholders’

meeting.

Complies

8. The audit committee should strive to ensure that the financial

statements that the board of directors presents to the general

shareholders’ meeting are drawn up in accordance to accounting

legislation. And in those cases where the auditors includes any

qualification in its report, the chair of the audit committee should

give a clear explanation at the general meeting of their opinion

regarding the scope and content, making a summary of that opinion

available to the shareholders at the time of the publication of the

notice of the meeting, along with the rest of proposals and reports

of the board.

Complies

9. The company should disclose its conditions and procedures for

admitting share ownership, the right to attend general meetings

and the exercise or delegation of voting rights, and display them

permanently on its website.

Such conditions and procedures should encourage shareholders to

attend and exercise their rights and be applied in a non-

discriminatory manner.

Complies

10. When a shareholder so entitled exercises the right to

supplement the agenda or submit new proposals prior to the

general meeting, the company should:

a) Immediately circulate the supplementary items and new

proposals.

b) Disclose the standard attendance card or proxy appointment or

remote voting form, duly modified so that new agenda items and

alternative proposals can be voted on in the same terms as those

submitted by the board of directors.

c) Put all these items or alternative proposals to the vote applying

the same voting rules as for those submitted by the board of

directors, with particular regard to presumptions or deductions

about the direction of votes.

d) After the general meeting, disclose the breakdown of votes on

such supplementary items or alternative proposals.

Complies

11. In the event that a company plans to pay for attendance at the

general meeting, it should first establish a general, long-term policy

in this respect.

Not applicable

12. The board of directors should perform its duties with unity of

purpose and independent judgement, according the same treatment

to all shareholders in the same position. It should be guided at all

times by the company’s best interest, understood as the creation of

a profitable business that promotes its sustainable success over

time, while maximising its economic value.

In pursuing the corporate interest, it should not only abide by laws

and regulations and conduct itself according to principles of good

faith, ethics and respect for commonly accepted customs and good

practices, but also strive to reconcile its own interests with the

legitimate interests of its employees, suppliers, clients and other

stakeholders, as well as with the impact of its activities on the

broader community and the natural environment.

Complies

13. The board of directors should have an optimal size to promote

its efficient functioning and maximise participation. The

recommended range is accordingly between five and fifteen

members.

Complies

14. The board of directors should approve a policy aimed at

promoting an appro­priate composition of the board that:

a) is concrete and verifiable;

b) ensures that appointment or re-election proposals are based on a

prior analysis of the competences required by the board; and

c) favours diversity of knowledge, experience, age and gender.

Therefore, measures that encourage the company to have a

significant number of female senior managers are considered to

favour gender diversity.

The results of the prior analysis of competences required by the

board should be written up in the nomination committee’s

explanatory report, to be pub­lished when the general

shareholders’ meeting is convened that will ratify the appointment

and re-election of each director.

The nomination committee should run an annual check on

compliance with this policy and set out its findings in the annual

corporate governance report.

Complies

15. Proprietary and independent directors should constitute an

ample majority on the board of directors, while the number of

executive directors should be the minimum practical bearing in

mind the complexity of the corporate group and the ownership

interests they control.

Further, the number of female directors should account for at least

40% of the members of the board of directors before the end of

2022 and thereafter, and not less than 30% previous to that.

Complies

Annual report 2025390

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

16.  The percentage of proprietary directors out of all non-executive

directors should be no greater than the proportion between the

ownership stake of the shareholders they represent and the

remainder of the company’s capital.

This criterion can be relaxed:

a) In large cap companies where few or no equity stakes attain the

legal threshold for significant shareholdings.

b) In companies with a plurality of shareholders represented on the

board but not otherwise related.

Complies

17. Independent directors should be at least half of all board

members.

However, when the company does not have a large market

capitalisation, or when a large cap company has shareholders

individually or concertedly controlling over 30 percent of capital,

independent directors should occupy, at least, a third of board

places.

Complies

18. Companies should disclose the following director particulars on

their websites and keep them regularly updated:

a) Background and professional experience.

b) Directorships held in other companies, listed or otherwise, and

other paid activities they engage in, of whatever nature.

c) Statement of the director class to which they belong, in the case

of proprietary directors indicating the shareholder they represent or

have links with.

d) Dates of their first appointment as a board member and

subsequent re-elections.

e) Shares held in the company, and any options on the same.

Complies

19. Following verification by the nomination committee, the

annual corporate governance report should disclose the reasons for

the appointment of proprietary directors at the urging of

shareholders controlling less than 3 percent of capital; and explain

any rejection of a formal request for a board place from

shareholders whose equity stake is equal to or greater than that of

others applying successfully for a proprietary directorship.

Not applicable

20. Proprietary directors should resign when the shareholders they

represent dispose of their ownership interest in its entirety. If such

shareholders reduce their stakes, thereby losing some of their

entitlement to proprietary directors, the number of the latter should

be reduced accordingly.

Complies

21. The board of directors should not propose the removal of

independent directors before the expiry of their tenure as mandated

by the bylaws, except where they find just cause, based on a

proposal from the nomination committee. In particular, just cause

will be presumed when directors take up new posts or

responsibilities that prevent them allocating sufficient time to the

work of a board member, or are in breach of their fiduciary duties or

come under one of the disqualifying grounds for classification as

independent enumerated in the applicable legislation.

The removal of independent directors may also be proposed when a

takeover bid, merger or similar corporate transaction alters the

company’s capital structure, provided the changes in board

membership ensue from the proportionality criterion set out in

recommendation 16.

Complies

22. Companies should establish rules obliging directors to disclose

any circum­stance that might harm the organisation’s name or

reputation, related or not to their actions within the company, and

tendering their resignation as the case may be, and, in particular, to

inform the board of any criminal charges brought against them and

the progress of any subsequent trial.

When the board is informed or becomes aware of any of the

situations men­tioned in the previous paragraph, the board of

directors should examine the case as soon as possible and,

attending to the particular circumstances, de­cide, based on a report

from the nomination and remuneration committee, whether or not

to adopt any measures such as opening of an internal investigation,

calling on the director to resign or proposing his or her dismissal.

The board should give a reasoned account of all such

determinations in the annual corporate governance report, unless

there are special circumstances that justify otherwise, which must

be recorded in the minutes. This is without prejudice to the

information that the company must disclose, if appropriate, at the

time it adopts the corresponding measures.

Complies

23. Directors should express their clear opposition when they feel a

proposal submitted for the board’s approval might damage the

corporate interest. In particular, independents and other directors

not subject to potential conflicts of interest should strenuously

challenge any decision that could harm the interests of

shareholders lacking board representation.

When the board makes material or reiterated decisions about which

a director has expressed serious reservations, then he or she must

draw the pertinent conclusions. Directors resigning for such causes

should set out their reasons in the letter referred to in the next

recommendation.

The terms of this recommendation also apply to the secretary of the

board, even if he or she is not a director.

Complies

Annual report 2025391

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

24. Directors who give up their position before their tenure expires,

through resignation or resolution of the general meeting, should

state the reasons for this decision, or in the case of non-executive

directors, their opinion of the reasons for the general meeting

resolution, in a letter to be sent to all members of the board.

This should all be reported in the annual corporate governance

report, and if it is relevant for investors, the company should publish

an announcement of the departure as rapidly as possible, with

sufficient reference to the reasons or circumstances provided by the

director.

Complies

25. The nomination committee should ensure that non-executive

directors have sufficient time available to discharge their

responsibilities effectively.

The board rules and regulations should lay down the maximum

number of company boards on which directors can serve.

Complies

26. The board should meet with the necessary frequency to

properly perform its functions, eight times a year at least, in

accordance with a calendar and agendas set at the start of the year,

to which each director may propose the addition of initially

unscheduled items.

Complies

27. Director absences should be kept to a strict minimum and

quantified in the annual corporate governance report. In the event

of absence, directors should delegate their powers of

representation with the appropriate instructions.

Complies

28. When directors or the secretary express concerns about some

proposal or, in the case of directors, about the company’s

performance, and such concerns are not resolved at the meeting,

they should be recorded in the minutes book if the person

expressing them so requests.

Complies

29. The company should provide suitable channels for directors to

obtain the advice they need to carry out their duties, extending if

necessary to external assistance at the company’s expense.

Complies

30. Regardless of the knowledge directors must possess to carry

out their duties, they should also be offered refresher programmes

when circumstances so advise.

Complies

31. The agendas of board meetings should clearly indicate on

which points directors must arrive at a decision, so they can study

the matter beforehand or obtain the information they consider

appropriate.

For reasons of urgency, the chair may wish to present decisions or

resolutions for board approval that were not on the meeting

agenda. In such exceptional circumstances, their inclusion will

require the express prior consent, duly minuted, of the majority of

directors present.

Complies

32. Directors should be regularly informed of movements in share

ownership and of the views of major shareholders, investors and

rating agencies on the company and its group.

Complies

33. The chair, as the person responsible for the efficient

functioning of the board of directors, in addition to the functions

assigned by law and the company’s bylaws, should prepare and

submit to the board a schedule of meeting dates and agendas;

organise and coordinate regular evaluations of the board and,

where appropriate, of the company’s chief executive officer;

exercise leadership of the board and be accountable for its proper

functioning; ensure that sufficient time is given to the discussion of

strategic issues, and approve and review refresher courses for each

director, when circumstances so advise.

Complies

34. When a lead independent director has been appointed, the

bylaws or the Rules and regulations of the board of directors should

grant him or her the following powers over and above those

conferred by law: to chair the board of directors in the absence of

the chair or vice chair; to give voice to the concerns of non-executive

directors; to maintain contact with investors and shareholders to

hear their views and develop a balanced understanding of their

concerns, especially those to do with the company’s corporate

governance; and to coordinate the chair’s succession plan.

Complies

35. The board secretary should strive to ensure that the board’s

actions and decisions are informed by the governance

recommendations of the Good Governance Code of relevance to the

company.

Complies

Annual report 2025392

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

36. The board in full should conduct an annual evaluation,

adopting, where necessary, an action plan to correct weakness

detected in:

a) The quality and efficiency of the board’s operation.

b) The performance and membership of its committees.

c) The diversity of board membership and competencies.

d) The performance of the chair of the board of directors and the

company’s chief executive.

e) The performance and contribution of individual directors, with

particular attention to the chair of board committees.

The evaluation of board committees should start from the reports

they send to the board of directors, while that of the board itself

should start from the report of the nomination committee.

Every three years, the board of directors should engage an external

facilitator to aid in the evaluation process. This facilitator’s

independence should be verified by the nomination committee.

Any business dealings that the facilitator or members of its

corporate group maintain with the company or members of its

corporate group should be detailed in the annual corporate

governance report.

The process followed and areas evaluated should be detailed in the

annual corporate governance report.

Complies

37. When there is an executive committee, there should be at least

two non-executive members, at least one of whom should be

independent; and its secretary should be the secretary of the board

of directors.

Complies

38. The board should be kept fully informed of the matters

discussed and decisions made by the executive committee. To this

end, all board members should receive a copy of the committee’s

minutes.

Complies

39. All members of the audit committee, particularly its chair,

should be appointed with regard to their knowledge and experience

in accounting, auditing and risk management matters, both financial

and non-financial.

Complies

40. Listed companies should have a unit in charge of the internal

audit function, under the supervision of the audit committee, to

monitor the effectiveness of reporting and control systems. This

unit should report functionally to the board’s non-executive chair or

the chair of the audit committee.

Complies

41. The head of the unit handling the internal audit function should

present an annual work programme to the audit committee, for

approval by this committee or the board, inform it directly of any

incidents or scope limitations arising during its implementation, the

results and monitoring of its recommendations, and submit an

activities report at the end of each year.

Complies

42. The audit committee should have the following functions over

and above those legally assigned:

1. With respect to internal control and reporting systems:

a) Monitor and evaluate the preparation process and the integrity of

the financial and non-financial information, as well as the con­trol

and management systems for financial and non-financial risks

related to the company and, where appropriate, to the group –

including operating, technological, legal, social, environmental,

political and reputational risks or those related to corruption –

reviewing compliance with regulatory requirements, the accurate

demarcation of the consolidation perimeter, and the correct ap­

plication of accounting principles.

b) Monitor the independence of the unit handling the internal audit

function; propose the selection, appointment and removal of the

head of the internal audit service; propose the service’s budget;

approve or make a proposal for approval to the board of the prior­

ities and annual work programme of the internal audit unit, ensur­

ing that it focuses primarily on the main risks the company is ex­

posed to (including reputational risk); receive regular report-backs

on its activities; and verify that senior management are acting on

the findings and recommendations of its reports.

c) Establish and supervise a mechanism that allows employees and

other persons related to the company, such as directors, sharehold­

ers, suppliers, contractors or subcontractors, to report irregulari­ties

of potential significance, including financial and accounting

irregularities, or those of any other nature, related to the company,

that they notice within the company or its group. This mechanism

must guarantee confidentiality and enable communications to be

made anonymously, respecting the rights of both the complainant

and the accused party.

d) In general, ensure that the internal control policies and systems

established are applied effectively in practice.

2. With regard to the external auditor:

a) Investigate the issues giving rise to the resignation of the external

auditor, should this come about.

b) Ensure that the remuneration of the external auditor, does not

compromise its quality or independence.

c) Ensure that the company notifies any change of external auditor

through the CNMV, accompanied by a statement of any

disagreements arising with the outgoing auditor and the reasons for

the same.

d) Ensure that the external auditor has a yearly meeting with the

board in full to inform it of the work undertaken and developments

in the company’s risk and accounting positions.

Annual report 2025393

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

e) Ensure that the company and the external auditor adhere to

current regulations on the provisions of non-audit services, limits on

the concentration of the auditor’s business and other requirements

concerning auditor independence.

Complies

43. The audit committee should be empowered to meet with any

company employee or manager, even ordering their appearance

without the presence of another manager.

Complies

44. The audit committee should be informed of any structural

changes or corporate transactions the company is planning, so the

committee can analyse the operation and report to the board

beforehand on its economic conditions and accounting impact and,

when applicable, the exchange ratio proposed.

Complies

45. Risk control and management policy should identify or

establish at least:

a) The different types of financial and non-financial risk the

company is exposed to (including operational, technological,

financial, legal, social, environmental, political and reputational

risks, and risks relating to corruption), with the inclusion under

financial or economic risks of con­tingent liabilities and other off-

balance-sheet risks.

b) A risk control and management model based on different levels,

of which a specialised risk committee will form part when sector

regula­tions provide or the company deems it appropriate.

c) The level of risk that the company considers acceptable.

d) The measures in place to mitigate the impact of identified risk

events should they occur.

e) The internal control and reporting systems to be used to control

and manage the above risks, including contingent liabilities and off-

balance-sheet risks.

Complies

46. Companies should establish a risk control and management

function in the charge of one of the company’s internal department

or units and under the direct supervision of the audit committee or

some other specialised board committee. This internal department

or unit should be expressly charged with the following

responsibilities:

a) Ensure that risk control and management systems are

functioning correctly and, specifically, that major risks the company

is exposed to are correctly identified, managed and quantified.

b) Participate actively in the preparation of risk strategies and in key

decisions about their management.

c) Ensure that risk control and management systems are mitigating

risks effectively in the frame of the policy drawn up by the board of

directors.

Complies

47. Members of the nomination and remuneration committee-or of

the nomination committee and remuneration committee, if

separately constituted - should be chosen procuring they have the

right balance of knowledge, skills and experience for the functions

they are called on to discharge. The majority of their members

should be independent directors.

Complies

48. Large cap companies should have formed separate nomination

and remuneration committees.

Complies

49. The nomination committee should consult with the company’s

chair and chief executive, especially on matters relating to executive

directors.

When there are vacancies on the board, any director may approach

the nomination committee to propose candidates that it might

consider suitable.

Complies

50. The remuneration committee should operate independently

and have the following functions in addition to those assigned by

law:

a) Propose to the board the standard conditions for senior officer

contracts.

b) Monitor compliance with the remuneration policy set by the

company.

c) Periodically review the remuneration policy for directors and

senior officers, including share-based remuneration systems and

their application, and ensure that their individual compensation is

proportionate to the amounts paid to other directors and senior

officers in the company.

d) Ensure that conflicts of interest do not undermine the

independence of any external advice the committee engages.

e) Verify the information on director and senior officers’ pay

contained in corporate documents, including the annual directors’

remuneration statement.

Complies

51. The remuneration committee should consult with the

company’s chair and chief executive, especially on matters relating

to executive directors and senior officers.

Complies

Annual report 2025394

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

52. The rules regarding composition and functioning of supervision

and control committees should be set out in the regulations of the

board of directors and aligned with those governing legally

mandatory board committees as specified in the preceding sets of

recommendations. They should include at least the following terms:

a) Committees should be formed exclusively by non-executive

directors, with a majority of independents.

b) They should be chaired by independent directors.

c) The board should appoint the members of such committees with

regard to the knowledge, skills and experience of its directors and

each committee’s terms of reference; discuss their proposals and

reports; and provide report-backs on their activities and work at the

first board plenary following each committee meeting.

d) They may engage external advice, when they feel it necessary for

the discharge of their functions.

e) Meeting proceedings should be minuted and a copy made

available to all board members.

Complies

53. The task of supervising compliance with the policies and rules

of the company in the environmental, social and corporate

governance areas, and internal rules of conduct, should be assigned

to one board committee or split between several, which could be

the audit committee, the nomination committee, a committee

specialised in sustainability or corporate social responsibility, or a

dedicated committee established by the board under its powers of

self-organisation. Such a committee should be made up solely of

non-executive directors, the majority being independent and

specifically assigned the following minimum functions.

Complies

54. The minimum functions referred to in the previous

recommendation are as follows:

a) Monitor compliance with the company’s internal codes of conduct

and corporate governance rules, and ensure that the corporate

culture is aligned with its purpose and values.

b) Monitor the implementation of the general policy regarding the

disclosure of economic-financial, non-financial and corporate

information, as well as communication with shareholders and

investors, proxy advisors and other stakeholders. Similarly, the way

in which the entity communicates and relates with small and

medium-sized shareholders should be monitored.

c) Periodically evaluate the effectiveness of the company’s

corporate governance system and environmental and social policy,

to confirm that it is fulfilling its mission to promote the corporate

interest and catering, as appropriate, to the legitimate interests of

remaining stakeholders.

d) Ensure the company’s environmental and social practices are in

accordance with the established strategy and policy.

e) Monitor and evaluate the company’s interaction with its

stakeholder groups.

Complies

55. Environmental and social sustainability policies should identify

and include at least:

a) The principles, commitments, objectives and strategy regarding

shareholders, employees, clients, suppliers, social welfare issues,

the environment, diversity, fiscal responsibility, respect for human

rights and the prevention of corruption and other illegal conducts.

b) The methods or systems for monitoring compliance with policies,

associated risks and their management.

c) The mechanisms for supervising non-financial risk, including that

related to ethical aspects and business conduct.

d) Channels for stakeholder communication, participation and

dialogue.

e) Responsible communication practices that prevent the

manipulation of information and protect the company’s honour and

integrity.

Complies

56. Director remuneration should be sufficient to attract and retain

directors with the desired profile and compensate the commitment,

abilities and responsibility that the post demands, but not so high as

to compromise the independent judgement of non-executive

directors.

Complies

57. Variable remuneration linked to the company and the director’s

performance, the award of shares, options or any other right to

acquire shares or to be remunerated on the basis of share price

movements, and membership of long-term savings schemes such

as pension plans, retirement accounts or any other retirement plan

should be confined to executive directors.

The company may consider the share-based remuneration of non-

executive directors provided they retain such shares until the end of

their mandate. The above condition will not apply to any shares that

the director must dispose of to defray costs related to their

acquisition.

Complies

58. In the case of variable awards, remuneration policies should

include limits and technical safeguards to ensure they reflect the

professional performance of the beneficiaries and not simply the

general progress of the markets or the company’s sector, or

circumstances of that kind.

In particular, variable remuneration items should meet the

following conditions:

a) Be subject to predetermined and measurable performance

criteria that factor the risk assumed to obtain a given outcome.

b) Promote the long-term sustainability of the company and include

non-financial criteria that are relevant for the company’s long-term

value, such as compliance with its internal rules and procedures and

its risk control and management policies.

Annual report 2025395

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

c) Be focused on achieving a balance between the achievement of

short, medium and long-term targets, such that performance-

related pay rewards ongoing achievement, maintained over

sufficient time to appreciate its contribution to long-term value

creation. This will ensure that performance measurement is not

based solely on one off, occasional or extraordinary events.

Complies

59. The payment of the variable components of remuneration is

subject to sufficient verification that previously established

performance, or other, conditions have been effectively met.

Entities should include in their annual directors’ remuneration

report the criteria relating to the time required and methods for

such verification, depending on the nature and characteristics of

each variable component.

Additionally, entities should consider establishing a reduction clause

(‘malus’) based on deferral for a sufficient period of the payment of

part of the variable components that implies total or partial loss of

this remuneration in the event that prior to the time of payment an

event occurs that makes this advisable.

Complies

60. Remuneration linked to company earnings should bear in mind

any qualifications stated in the external auditor’s report that reduce

their amount.

Complies

61. A major part of executive directors’ variable remuneration

should be linked to the award of shares or financial instruments

whose value is linked to the share price.

Complies

62. Following the award of shares, options or financial instruments

corresponding to the remuneration schemes, executive directors

should not be able to transfer their ownership or exercise them until

a period of at least three years has elapsed.

Except for the case in which the director maintains, at the time of

the transfer or exercise, a net economic exposure to the variation in

the price of the shares for a market value equivalent to an amount

of at least twice his or her fixed annual remuneration through the

ownership of shares, options or other financial instruments.

The foregoing shall not apply to the shares that the director needs

to dispose of to meet the costs related to their acquisition or, upon

favourable assessment of the nomination and remuneration

committee to address an extraordinary situation.

Complies

63. Contractual arrangements should include provisions that

permit the company to reclaim variable components of

remuneration when payment was out of step with the director’s

actual performance or based on data subsequently found to be

misstated.

Complies

64. Termination payments should not exceed a fixed amount

equivalent to two years of the director’s total annual remuneration

and should not be paid until the company confirms that he or she

has met the predetermined performance criteria.

For the purposes of this recommendation, payments for contractual

termination include any payments whose accrual or payment

obligation arises as a consequence of or on the occasion of the

termination of the contractual relationship that linked the director

with the company, including previously unconsolidated amounts for

long-term savings schemes and the amounts paid under post-

contractual non-compete agreements.

Complies

List whether any directors voted against or abstained from voting on

the approval of this Report.

Yes o  No þ

I declare that the information included in this statistical annex are

the same and are consistent with the descriptions and information

included in the annual corporate governance report published by

the company.

Annual report 2025396

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 9.3 References on compliance with recommendations

#### of Spain's Corporate Governance Code

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Recommendation | Comply / Explain | Information |
| 1 | Comply | See section  [3.2 'Shareholder rights'](#i9ecadc1fbc9f4691a7c73ad08498072a_9882). |
| 2 | Not applicable | See  ['Other conflicts of interest'](#i075e886f0d8442048a3d644b285b6a1f_9838) in section 4.12 and section  [2.3 'Significant shareholders'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_475). |
| 3 | Comply | See section  [3.1 'Shareholder communication and engagement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_490). |
| 4 | Comply | See section  [3.1 'Shareholder communication and engagement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_490). |
| 5 | Comply | See section  [2.2 'Authority to increase capital'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_472). |
| 6 | Comply | See sections  [4.5 'Audit committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535), [4.6 'Nomination committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538), [4.7](#i6ecb2a0d58d04b53bfadfa2a833efaa7_541)  ['Remuneration committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_541),  [4.8 'Risk supervision, regulation and compliance committee](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544)  [activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544), [4.9 'Responsible banking, sustainability and culture committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547), [4.10](#i6ecb2a0d58d04b53bfadfa2a833efaa7_550)  ['Innovation and technology committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_550) and [4.12 'Related-party transactions and conflicts](#i6ecb2a0d58d04b53bfadfa2a833efaa7_556)  [of interest'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_556) . |
| 7 | Comply | See  ['Shareholder engagement in 2025'](#i0a320c1a30f14f91aecc68d4b8db9d34_23682) in section 3.1, ['Participation at general meetings'](#i9ecadc1fbc9f4691a7c73ad08498072a_9888)  in section 3.2 and  section [3.5 'Our next AGM in 2026'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_502). |
| 8 | Comply | See  ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_75872) in section 4.3 and sections  [4.5 'Audit committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535) and  [8.5](#i6ecb2a0d58d04b53bfadfa2a833efaa7_610)  ['Monitoring of system functioning'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_610). |
| 9 | Comply | See  ['Participation at general meetings'](#i9ecadc1fbc9f4691a7c73ad08498072a_9888) in section 3.2. |
| 10 | Comply | See  ['Supplement to the notice and proposals resolutions'](#i9ecadc1fbc9f4691a7c73ad08498072a_9889) in section 3.2. |
| 11 | Not applicable | See section  [3.5 'Our next AGM in 2026'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_502). |
| 12 | Comply | See section  [4.3 'Board functioning and effectiveness'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_529). |
| 13 | Comply | See  ['Size'](#i54aff41f6ba94eecbadbaed58547f245_2700) in section 4.2. |
| 14 | Comply | See  ['Diversity and skills'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_517) and  ['Election, appointment, re-election and succession of directors'](#icd394c0decc149fbb6ec8e814f8464ca_6275)  in section 4.2,  ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_75872)  in section 4.3,  [4.6 'Nomination committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538) and  ['Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) chapter. |
| 15 | Comply | See section  [4.2 'Board composition'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_511). |
| 16 | Comply | See  ['Composition by type of director'](#i54aff41f6ba94eecbadbaed58547f245_2701) in section 4.2. |
| 17 | Comply | See  ['Composition by type of director'](#i54aff41f6ba94eecbadbaed58547f245_2701) and ['Election, appointment, re-election and succession of directors'](#icd394c0decc149fbb6ec8e814f8464ca_6275) in  section 4.2. |
| 18 | Comply | See  ['Corporate website'](#i0a320c1a30f14f91aecc68d4b8db9d34_8310) in section 3.1, section  [4.1 'Our directors'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_508)  and '[Tenure and equity ownership](#i3469a4b05f164a2d92462c398a9ec6eb_0-0-20-12-3384596)' in  section 4.2. |
| 19 | Not applicable | See  ['Composition by type of director'](#i54aff41f6ba94eecbadbaed58547f245_2701) in section 4.2. |
| 20 | Comply | See  ['Election, appointment, re-election and succession of directors'](#icd394c0decc149fbb6ec8e814f8464ca_6275) in section 4.2. |
| 21 | Comply | See  ['Election, appointment, re-election and succession of directors'](#icd394c0decc149fbb6ec8e814f8464ca_6275) in section 4.2. |
| 22 | Comply | See  ['Election, appointment, re-election and succession of directors'](#icd394c0decc149fbb6ec8e814f8464ca_6275) in section 4.2,  ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_75872)  in  section 4.3 and  [4.6 'Nomination committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538). |
| 23 | Comply | See  ['Election, appointment, re-election and succession of directors'](#icd394c0decc149fbb6ec8e814f8464ca_6275) in section 4.2. |
| 24 | Comply | See  ['Election, appointment, re-election and succession of directors'](#icd394c0decc149fbb6ec8e814f8464ca_6275) in section 4.2 and  ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_78578) in  section 4.3. |
| 25 | Comply | See  ['Attendance at board and committee meetings and dedication to the performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_75645) in section  4.3 and [4.6 'Nomination committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538). |
| 26 | Comply | See  ['Board operation'](#ifb2b99624daa4646a71a5fe829ff7983_26386) and  ['Attendance at board and committee meetings and dedication to the](#ifb2b99624daa4646a71a5fe829ff7983_75645)  [performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_75645) in section 4.3. |
| 27 | Comply | See  ['Board operation'](#ifb2b99624daa4646a71a5fe829ff7983_26386),  ['Committee operation'](#ifb2b99624daa4646a71a5fe829ff7983_26387)  and  ['Attendance at board and committee meetings and](#ifb2b99624daa4646a71a5fe829ff7983_75645)  [dedication to the performance of duties'](#ifb2b99624daa4646a71a5fe829ff7983_75645) in section 4.3. |
| 28 | Comply | See  ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_78578) and  ['Board operation'](#ifb2b99624daa4646a71a5fe829ff7983_26386) in section 4.3. |
| 29 | Comply | See  ['Board operation'](#ifb2b99624daa4646a71a5fe829ff7983_26386) and  ['Committee operation'](#ifb2b99624daa4646a71a5fe829ff7983_26387) in section 4.3. |
| 30 | Comply | See  ['Director training and induction programmes'](#ifb2b99624daa4646a71a5fe829ff7983_26388) in section 4.3. |
| 31 | Comply | See  ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_78578) and  ['Board operation'](#ifb2b99624daa4646a71a5fe829ff7983_26386) in section 4.3. |
| 32 | Comply | See section  [3.1 'Shareholder communication and engagement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_490) and  [4.6 'Nomination committee activities in](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538)  [2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538). |
| 33 | Comply | See section  [4.3 'Board functioning and effectiveness'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_529). |
| 34 | Comply | See  ['Lead Independent Director'](#ifb2b99624daa4646a71a5fe829ff7983_26391) in section 4.3. |
| 35 | Comply | See  ['Secretary of the board'](#ifb2b99624daa4646a71a5fe829ff7983_79111) in section 4.3. |
| 36 | Comply | See  ['Board effectiveness review in 2025'](#ifb2b99624daa4646a71a5fe829ff7983_75730) in section 4.3. |
| 37 | Comply | See  ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_78578) in section 4.3 and  ['Composition'](#i6a9bae7908da401b8a93619d32c6d81b_0-0-1-1-3384596) in section 4.4. |
| 38 | Comply | See  ['Committee operation'](#ifb2b99624daa4646a71a5fe829ff7983_26387) in section 4.3 and section  [4.4 'Executive committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_532). |
| 39 | Comply | See  ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_78578) in section 4.3 and  ['Composition'](#i90b36599b3734855ac64c22d3b002789_0-0-1-1-3384596) in section 4.5. |
| 40 | Comply | See sections  [4.5 'Audit committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535), [8.1 'Control environment'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_598) and [8.5 'Monitoring of](#i6ecb2a0d58d04b53bfadfa2a833efaa7_610)  [system functioning'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_610) . |

Annual report 2025397

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Recommendation | Comply / Explain | Information |
| 41 | Comply | See  ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_78578) in section 4.3,  [4.5 'Audit committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535) and section  [8.5 'Monitoring of](#i6ecb2a0d58d04b53bfadfa2a833efaa7_610)  [system functioning'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_610). |
| 42 | Comply | See  ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_78578) in section 4.3 and  [4.5 'Audit committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535). |
| 43 | Comply | See  ['Committee operation'](#ifb2b99624daa4646a71a5fe829ff7983_26387) in section 4.3. |
| 44 | Comply | See  [4.5 'Audit committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535). |
| 45 | Comply | See  ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_78578) in section 4.3,  [4.5 'Audit committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535),  [4.8 'Risk supervision,](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544)  [regulation and compliance committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544) and the ' [Risk management and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) '  chapter. |
| 46 | Comply | See section  [4.5 'Audit committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_535),  [4.8 'Risk supervision, regulation and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544)  [committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544) and the ' [Risk management and compliance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  chapter. |
| 47 | Comply | See  ['Composition'](#i2a633dc0ca7840fababc474b6e8c4403_0-0-1-1-3384596) in section 4.6 and  ['Composition'](#i26d40df5c9cd49ce9c91cc5e25b6af50_0-0-1-1-3384596) in section 4.7. |
| 48 | Comply | See ['Board committees'](#ifb2b99624daa4646a71a5fe829ff7983_75873) in section 4.3. |
| 49 | Comply | See [4.6 'Nomination committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538). |
| 50 | Comply | See sections [4.6 'Nomination committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538) and [4.7 'Remuneration committee activities in](#i6ecb2a0d58d04b53bfadfa2a833efaa7_541)  [2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_541). |
| 51 | Comply | See [4.7 'Remuneration committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_541). |
| 52 | Comply | See ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_78578) and  ['Committee operation'](#ifb2b99624daa4646a71a5fe829ff7983_26387) in section 4.3 and sections  [4.8 'Risk supervision,](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544)  [regulation and compliance committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544)  and [4.9 'Responsible banking, sustainability and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547)  [culture committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547). |
| 53 | Comply | See ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_78578) in section 4.3,  [4.6 'Nomination committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538),  [4.8 'Risk supervision,](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544)  [regulation and compliance committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544) and  [4.9 'Responsible banking, sustainability and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547)  [culture committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547). |
| 54 | Comply | See ['Board regulation'](#ifb2b99624daa4646a71a5fe829ff7983_78578) in section 4.3,  [4.6 'Nomination committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_538),  [4.8 'Risk supervision,](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544)  [regulation and compliance committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544) and  [4.9 'Responsible banking, sustainability and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547)  [culture committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547). |
| 55 | Comply | See [4.9 'Responsible banking, sustainability and culture committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_547) and ['Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  chapter. |
| 56 | Comply | See sections [6.2 'Remuneration of directors for supervisory and collective decision-making duties: policy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568)  [applied in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568),  [6.3 'Remuneration of directors for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571) and  [6.4 'Directors' remuneration](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574)  [policy for 2026, 2027 and 2028'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574). |
| 57 | Comply | See sections [6.2 'Remuneration of directors for supervisory and collective decision-making duties: policy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568)  [applied in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568),  [6.3 'Remuneration of directors for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571) and  [6.4 'Directors' remuneration](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574)  [policy for 2026, 2027 and 2028'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574). |
| 58 | Comply | See sections [6.3 'Remuneration of directors for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571) and [6.4 'Directors' remuneration policy for](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574)  [2026, 2027 and 2028'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574). |
| 59 | Comply | See section [6.3 'Remuneration of directors for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571). |
| 60 | Comply | See section [6.3 'Remuneration of directors for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571). |
| 61 | Comply | See sections [6.3 'Remuneration of directors for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571) and [6.4 'Directors' remuneration policy for](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574)  [2026, 2027 and 2028'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574). |
| 62 | Comply | See sections [4.7 'Remuneration committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_541), [6.3 'Remuneration of directors for executive](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571)  [duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571)  and  [6.4 'Directors' remuneration policy for 2026, 2027 and 2028'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574). |
| 63 | Comply | See sections [6.3 'Remuneration of directors for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571) and [6.4 'Directors' remuneration policy for](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574)  [2026, 2027 and 2028'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574). |
| 64 | Comply | See sections [6.1 'Principles of the remuneration policy'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_565) and [6.3 'Remuneration of directors for executive](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571)  [duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571)  and [6.4 'Directors' remuneration policy for 2026, 2027 and 2028'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574). |

Annual report 2025398

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 9.4 Reconciliation to the CNMV’s remuneration report model

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Section in  the CNMV  model | Included in  statistical  report | Further information elsewhere and comments |
| A. Remuneration policy for the present fiscal year | | |
| A.1 | No | See section [6.4 'Directors' remuneration policy for 2026, 2027 and 2028'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574): A.1.1, A.1.2, A.1.3, A.1.4, A.1.5, A.1.6, A.1.7,  A.1.8, A.1.9, A.1.10, A.1.11 (Note ['5. Remuneration and other benefits paid to the Bank’s directors and senior](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009)  [managers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009) to the consolidated financial statements), A.1.12.  See also sections  [4.7 'Remuneration committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_541) and [6.5 'Preparatory work and decision-making for](#i6ecb2a0d58d04b53bfadfa2a833efaa7_577)  [the remuneration policy; remuneration committee involvement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_577) for A.1.1 y A.1.6.  See ['L. Summary of link between risk, performance and remuneration'](#i4d2b0c05631240c2b6c2db58efb5b586_35912)  in section 6.3. |
| A.2 | No | See section  [6.4 'Directors' remuneration policy for 2026, 2027 and 2028'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574). |
| A.3 | No | See section [6.4 'Directors' remuneration policy for 2026, 2027 and 2028'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_574). See introduction. |
| A.4 | No | See section  [6.5 'Preparatory work and decision-making for the remuneration policy; remuneration committee](#i6ecb2a0d58d04b53bfadfa2a833efaa7_577)  [involvement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_577). |
| B. Overall summary of application of the remuneration policy over the last fiscal year | | |
| B.1 | No | For B.1.1, see sections  [6.1 'Principles of the remuneration policy'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_565), [6.2 'Remuneration of directors for supervisory](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568)  [and collective decision-making duties: policy applied in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568). and  [6.3 'Remuneration of directors](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571)  [for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571).  For B.1.2 y B.1.3 (not applicable) see section  [6.5 'Preparatory work and decision-making for the remuneration policy;](#i6ecb2a0d58d04b53bfadfa2a833efaa7_577)  [remuneration committee involvement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_577). |
| B.2 | No | See ['L. Summary of link between risk, performance and remuneration'](#i4d2b0c05631240c2b6c2db58efb5b586_35913) in section 6.3. |
| B.3 | No | See sections [6.1 'Principles of the remuneration policy'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_565),  [6.2 'Remuneration of directors for supervisory and collective](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568)  [decision-making duties: policy applied in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568) and  [6.3 'Remuneration of directors for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571). |
| B.4 | No | See section  [6.5 'Preparatory work and decision-making for the remuneration policy; remuneration committee](#i6ecb2a0d58d04b53bfadfa2a833efaa7_577)  [involvement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_577). |
| B.5 | No | See section [6.2 'Remuneration of directors for supervisory and collective decision-making duties: policy applied in](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568)  [2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568) and  [6.3 'Remuneration of directors for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571). |
| B.6 | No | See ['A. Gross annual salary'](#i4d2b0c05631240c2b6c2db58efb5b586_35914) in section 6.3. |
| B.7 | No | See ['B. Variable remuneration'](#i4d2b0c05631240c2b6c2db58efb5b586_35915) in section 6.1, as well as sections  [6.2 'Remuneration of directors for supervisory](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568)  [and collective decision-making duties: policy applied in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_568) and  [6.3 'Remuneration of directors](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571)  [for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571). |
| B.8 | No | Not applicable. |
| B.9 | No | See ['C. Main features of the benefit plans'](#i4d2b0c05631240c2b6c2db58efb5b586_35909) in section 6.3. |
| B.10 | No | See ['D. Other remuneration'](#i4d2b0c05631240c2b6c2db58efb5b586_35910) in section 6.3. |
| B.11 | No | See ['Terms and conditions of executive director contracts and other provisions applicable to all directors'](#i78a5d5e751974251a44d4fe57c9fc919_44313) in section  6.4. |
| B.12 | No | See [' F. Remuneration of board members as representatives of the Bank'](#i4d2b0c05631240c2b6c2db58efb5b586_35911) in section 6.3. |
| B.13 | No | See note  ['5. Remuneration and other benefits paid to the Bank’s directors and senior managers'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009) to the consolidated  financial statements. |
| B.14 | No | See ['E. Insurance and other remuneration and benefits in kind'](#i78a5d5e751974251a44d4fe57c9fc919_44312) in section 6.4. |
| B.15 | No | See ['F. Remuneration of board members as representatives of the Bank'](#i4d2b0c05631240c2b6c2db58efb5b586_35911) in section 6.3. |
| B.16 | No | No remuneration for this component. |
| C. Breakdown of the individual remuneration of directors | | |
| C | Yes | See section [9.5 'Statistical information on remuneration required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_634). |
| C.1 a) i) | Yes | See section  [9.5 'Statistical information on remuneration required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_634). |
| C.1 a) ii) | Yes | See section  [9.5 'Statistical information on remuneration required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_634). |
| C.1 a) iii) | Yes | See section  [9.5 'Statistical information on remuneration required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_634). |
| C.1 a) iii) | Yes | See section  [9.5 'Statistical information on remuneration required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_634). |
| C.1 b) i) | Yes | See section  [9.5 'Statistical information on remuneration required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_634). |
| C.1 b) ii) | No | No remuneration for this component. |
| C.1 b) iii) | No | No remuneration for this component. |
| C.1 b) iv) | No | No remuneration for this component. |
| C.1 c) | Yes | See section  [9.5 'Statistical information on remuneration required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_634). |
| C.2 | Yes | See section  [9.5 'Statistical information on remuneration required by the CNMV'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_634). |
| D. Other information of interest | | |
| D | No | See section  [4.7 'Remuneration committee activities in 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_541) |

Annual report 2025399

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 9.5 Statistical information on remuneration required by the CNMV

B. OVERALL SUMMARY OF HOW REMUNERATION POLICY WAS APPLIED DURING THE YEAR ENDED

B.4 Report on the result of the consultative vote at the general shareholders’ meeting on remuneration in the previous year, indicating the

number of votes in favour, votes against, abstentions and blank ballots:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Number | % of total |
| Votes cast | 10,380,448,441 | 100.00% |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Number | % of votes cast |
| Votes in favour | 9,567,416,155 | 92.17% |
| Votes against | 689,902,170 | 6.65% |
| Blank | 3,636,373 | 0.04% |
| Abstentions | 119,493,743 | 1.15% |

C. ITEMISED INDIVIDUAL REMUNERATION ACCRUED BY EACH DIRECTOR

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Directors | Type | Period of accrual in year 2025 |
| Ana Botín-Sanz de Sautuola y O’Shea | Executive Chair | From 01/01/2025 to 31/12/2025 |
| Héctor Grisi Checa | CEO | From 01/01/2025 to 31/12/2025 |
| José Antonio Álvarez Álvarez | Vice-Chair | From 01/01/2025 to 31/12/2025 |
| Glenn H. Hutchins | Lead independent director | From 01/01/2025 to 31/12/2025 |
| Homaira Akbari | Independent | From 01/01/2025 to 31/12/2025 |
| Javier Botín-Sanz de Sautuola y O’Shea | Other external | From 01/01/2025 to 31/12/2025 |
| Sol Daurella Comadrán | Independent | From 01/01/2025 to 31/12/2025 |
| Henrique de Castro | Independent | From 01/01/2025 to 31/12/2025 |
| Gina Díez Barroso | Independent | From 01/01/2025 to 31/12/2025 |
| Luis Isasi Fernández de Bobadilla | Other External | From 01/01/2025 to 31/12/2025 |
| Belén Romana García | Independent | From 01/01/2025 to 31/12/2025 |
| Pamela Walkden | Independent | From 01/01/2025 to 31/12/2025 |
| Germán de la Fuente | Independent | From 01/01/2025 to 31/12/2025 |
| Juan Carlos Barrabés Cónsul | Independent | From 01/01/2025 to 31/12/2025 |
| Antonio Francesco Weiss | Independent | From 01/01/2025 to 31/12/2025 |

Annual report 2025400

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

C.1 Complete the following tables on individual remuneration of each director (including the remuneration for exercising executive

functions) accrued during the year.

a) Remuneration from the reporting company:

i) Remuneration in cash (thousand euros)

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Name | Fixed  remuneration | Per diem  allowances | Remuneration  for  membership  of Board's  committees | Salary | Short-term  variable  remuneration | Long-term  variable  remuneration | Severance  pay | Other  grounds | Total  year  2025 | Total  year  2024 |
| Ana Botín-Sanz de  Sautuola y O’Shea | 101 | 44 | 204 | 3,435 | 3,092 | 1,172 | — | 399 | 8,447 | 7,938 |
| Héctor Grisi Checa | 101 | 44 | 204 | 3,150 | 2,134 | — | — | — | 5,633 | 5,147 |
| José Antonio  Álvarez Álvarez | 132 | 67 | 248 | — | — | 780 | — | 1,762 | 2,989 | 3,657 |
| Glenn H. Hutchins | 412 | 78 | 210 | — | — | — | — | — | 700 | 700 |
| Homaira Akbari | 101 | 81 | 102 | — | — | — | — | — | 284 | 285 |
| Javier Botín-Sanz  de Sautuola y  O’Shea | 101 | 36 | — | — | — | — | — | — | 137 | 144 |
| Sol Daurella  Comadrán | 101 | 75 | 138 | — | — | — | — | — | 314 | 292 |
| Henrique de Castro | 101 | 80 | 102 | — | — | — | — | — | 283 | 300 |
| Gina Díez Barroso | 101 | 63 | 58 | — | — | — | — | — | 222 | 225 |
| Luis Isasi  Fernández de  Bobadilla | 101 | 74 | 248 | — | — | — | — | 1,000 | 1,423 | 1,440 |
| Belén Romana  García | 101 | 107 | 373 | — | — | — | — | — | 581 | 599 |
| Pamela Walkden | 101 | 93 | 189 | — | — | — | — | — | 383 | 381 |
| Germán de la  Fuente | 101 | 83 | 160 | — | — | — | — | — | 344 | 338 |
| Juan Carlos  Barrabés Cónsul | 101 | 71 | 87 | — | — | — | — | — | 259 | 128 |
| Antonio Francesco  Weiss | 101 | 50 | 29 | — | — | — | — | — | 180 | 72 |

|  |
| --- |
|  |
| Comments (Not included in the electronic submission to the CNMV) |
| The remuneration of Luis Isasi includes EUR 1,000 thousand for his role as non-executive Chair of the Santander España business unit and for  attending its board and committee meetings.  The variable remuneration only includes amounts related to the position of executive director of Banco Santander S.A. |

Annual report 2025401

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

ii) Table of changes in share-based remuneration schemes and gross profit from consolidated shares or financial instruments

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Financial instruments at start  of year 2025 | |  | Financial instruments  granted during 2025 year | |  | Financial instruments consolidated during 2025 | | | |  | Instruments  matured but  not exercised |  | Financial instruments at end  of year 2025 | |
| Name | Name of Plan | No. of  instruments | No. of  equivalent  shares |  | No. of  instruments | No. of  equivalent  shares |  | No. of  instruments | No. of  equivalent  shares /  handed over | Price of the  consolidated  shares | Gross profit  from shares  handed over or  consolidated  financial  instruments  (EUR thousand) |  | No. of  instruments |  | No. of  instruments | No. of  equivalent  shares |
| Ana Botín-  Sanz de  Sautuola y  O’Shea | 5th cycle of deferred variable  remuneration plan linked to multi-  year targets (2020) in shares | 37,273 | 37,273 |  | — | — |  | 31,048 | 31,048 | 10.261 | 319 |  | 6,225 |  | — | — |
| 6th cycle of deferred variable  remuneration plan linked to multi-  year targets (2021) in shares | 355,348 | 355,348 |  | — | — |  | 162,750 | 162,750 | 10.261 | 1,670 |  | 14,925 |  | 177,673 | 177,673 |
| 7th cycle of deferred variable  remuneration plan linked to multi-  year targets (2022) in shares | 187,001 | 187,001 |  | — | — |  | 71,809 | 71,809 | 10.261 | 737 |  | — |  | 143,617 | 143,617 |
| 7th cycle (Bis) of deferred variable  remuneration plan linked to multi-  year targets (2022) in share  options. | 503,504 | 187,001 |  | — | — |  | 193,346 | 71,809 | 10.261 | 1,387 |  | — |  | 386,691 | 143,617 |
| 8th cycle of deferred variable  remuneration plan linked to multi-  year targets (2023) in shares | 457,686 | 457,686 |  | — | — |  | 114,421 | 114,421 | 10.261 | 1,174 |  | — |  | 343,265 | 343,265 |
| 9th cycle of deferred variable  remuneration plan linked to multi-  year targets (2024) in shares | 497,405 | 497,405 |  | — | — |  | 99,481 | 99,481 | 10.261 | 1,021 |  | — |  | 397,924 | 397,924 |
| 10th cycle of deferred variable  remuneration plan linked to multi-  year targets (2025) in shares | — | — |  | 536,857 | 536,857 |  | 195,195 | 195,195 | 10.261 | 2,003 |  | — |  | 341,662 | 341,662 |
| Variable remuneration awarded in  PagoNxt RSU (2022-2025 Plan) | 30,167 | — |  | 8,187 | — |  | — | — | 61.070 | — |  | — |  | 38,354 | 38,354 |

Annual report 2025402

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Financial instruments at start  of year 2025 | |  | Financial instruments  granted during 2025 year | |  | Financial instruments consolidated during 2025 | | | |  | Instruments  matured but  not exercised |  | Financial instruments at end  of year 2025 | |
| Name | Name of Plan | No. of  instruments | No. of  equivalent  shares |  | No. of  instruments | No. of  equivalent  shares |  | No. of  instruments | No. of  equivalent  shares /  handed over | Price of the  consolidated  shares | Gross profit  from shares  handed over or  consolidated  financial  instruments  (EUR thousand) |  | No. of  instruments |  | No. of  instruments | No. of  equivalent  shares |
| Héctor Grisi  Checa | 8th cycle of deferred variable remuneration  plan linked to multi-year targets (2023) in  shares | 297,390 | 297,390 | — | — | — | — | 74,347 | 74,347 | 10.261 | 763 | — | — | — | 223,043 | 223,043 |
| 9th cycle of deferred variable remuneration  plan linked to multi-year targets (2024) in  shares | 327,437 | 327,437 | — | — | — | — | 65,487 | 65,487 | 10.261 | 672 | — | — | — | 261,950 | 261,950 |
| 10th cycle of deferred variable remuneration  plan linked to multi-year targets (2025) in  shares | — | — | — | 363,717 | 363,717 | — | 134,883 | 134,883 | 10.261 | 1,384 | — | — | — | 228,834 | 228,834 |
| Variable remuneration awarded in PagoNxt RSU  (2023-2025 Plan) | 14,719 | — | — | 6,877 | — | — | — | — | 61.070 | — | — | — | — | 21,596 | 21,596 |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Financial instruments at start  of year 2025 | |  | Financial instruments  granted during 2025 year | |  | Financial instruments consolidated during 2025 | | | |  | Instruments  matured but  not exercised |  | Financial instruments at end  of year 2025 | |
| Name | Name of Plan | No. of  instruments | No. of  equivalent  shares |  | No. of  instruments | No. of  equivalent  shares |  | No. of  instruments | No. of  equivalent  shares /  handed  over | Price of the  consolidated  shares | Gross profit  from shares  handed over or  consolidated  financial  instruments  (EUR thousand) |  | No. of  instruments |  | No. of  instruments | No. of  equivalent  shares |
| José  Antonio  Álvarez  Álvarez | 5th cycle of deferred variable remuneration  plan linked to multi-year targets (2020) in shares | 20,245 | 20,245 |  | — | — |  | 16,864 | 16,864 | 10.261 | 173 |  | 3,381 |  | — | — |
| 6th cycle of deferred variable remuneration  plan linked to multi-year targets (2021) in shares | 239,822 | 239,822 |  | — | — |  | 109,838 | 109,838 | 10.261 | 1,127 |  | 10,073 |  | 119,911 | 119,911 |
| 7th cycle of deferred variable remuneration  plan linked to multi-year targets (2022) in shares | 126,237 | 126,237 |  | — | — |  | 48,475 | 48,475 | 10.261 | 497 |  | — |  | 96,950 | 96,950 |
| 7th cycle (Bis) of deferred variable remuneration  plan linked to multi-year targets (2022) in share  options. | 339,896 | 126,237 |  | — | — |  | 130,519 | 48,475 | 10.261 | 936 |  | — |  | 261,041 | 96,951 |
| Variable remuneration awarded in PagoNxt RSU  (2022 Plan) | 8,527 | — |  | — | — |  | — | — | 61.070 | — |  | — |  | 8,527 | 8,527 |

Annual report 2025403

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |
| --- |
|  |
| Comments  (Not included in the electronic submission to the CNMV) |
| n The variable remuneration only includes the amounts related to the position of executive director of Banco Santander S.A. For the construction of 'short-term variable remuneration' and 'long-term variable remuneration'  information has been used the consolidation criteria of CNMV. In 2025 there was no application of malus clauses.  n The  variable remuneration consolidated as of the date of this report corresponds to the following plans:  1) Short-term variable remuneration:  a. 40% immediate payment of variable remuneration of the tenth cycle of the deferred multi-year objectives variable remuneration plan (2025).  b. First fifth deferred (12%) of variable remuneration of the ninth cycle of the deferred multi-year objectives variable remuneration plan (2024).  c. Second fifth deferred (12%) of variable remuneration of the eight cycle of the deferred multi-year objectives variable remuneration plan (2023).  2) Long-term variable remuneration:  a. Third deferred (first fifth subject to multi-year metrics) of variable remuneration of the seventh cycle of the deferred multi-year objectives variable remuneration plan (2022).  b. Fourth deferred (second fifth subject to multiyear metrics) of variable remuneration of the sixth cycle of the deferred multi-year objectives variable remuneration plan (2021).  c. Fifth deferred (third fifth subject to multiyear metrics) of variable remuneration of the fifth cycle of the deferred multi-year objectives variable remuneration plan (2020).  For the purpose of calculating the hypothetical current cash value of  Gross profit from shares handed over or consolidated financial instruments, the same share price used for variable remuneration 2025 has been taken,  calculated with the weighted average daily volume of weighted average listing prices of Santander shares in the 30 trading sessions prior to the Friday (not inclusive) before 3 February 2026 (the date on which the board  approved the 2025 bonus for executive directors), which was EUR 10.261 per share.  In the case of the 2022 variable remuneration share options, the gross profit of the hypothetical consolidated instruments has been calculated as the difference between the EUR 10.261 and the exercise price of the option  in that remuneration plan (EUR 3.088).  n And below are the levels of achievement of the multi-year metrics of the long-term variable remuneration plans:  1) Seventh cycle of the deferred multi-year objectives variable remuneration plan (2022): 115.2% of achievement for the period 2022-2024.  a. RoTE metric for 2024 year-end period at 150% of achievement. Weight of 40%.  b. Relative TSR metric in 2022-2024 period at 83% of achievement. Weight of 40%.  c. Sustainability metrics at 110% of achievement. Weight of 20%.  2) Sixth cycle of the deferred multi-year objectives variable remuneration plan (2021): 91.6% of achievement for the period 2021-2023.  a. CET1 metric at 100% of achievement for 2023 year-end period (target 12.00%). Weight of 33.3%.  b. Underlying BPA growth at 150% of achievement (target growth of 100%). Weight of 33.3%.  c. TSR metric at 25% of achievement (target of 33-66 percentile). Weight of 33.3%.  3) Fifth cycle of the deferred multi-year objectives variable remuneration plan (2020): 83.3% of achievement for the period 2020-2022.  a. CET1 metric at 100% of achievement for 2022 year-end period (target 12.00%). Weight of 33.3%.  b. Underlying BPA growth at 150% of achievement (target growth of 10%). Weight of 33.3%.  c. TSR metric at 0% of achievement (minimum target of 33% not reached). Weight of 33.3%. |

Annual report 2025404

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

iii) Long-term saving systems (thousand EUR)

|  |  |
| --- | --- |
|  |  |
| Name | Remuneration from  consolidation of rights  to savings system |
| Ana Botín-Sanz de Sautuola y O’Shea | 1,341 |
| Héctor Grisi Checa | 1,120 |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | Contribution over the year from the company (EUR  thousand) | | | | |  |  |  |  |  |  |
|  | Savings systems with  consolidated  economic rights | |  | Savings systems with  unconsolidated  economic rights | |  | Amount of accumulated funds (EUR thousand) | | | | |
|  |  | |  |  | |  | 2025 | |  | 2024 | |
| Name | 2025 | 2024 |  | 2025 | 2024 |  | Systems  with  consolidated  economic  rights | Systems with  unconsolidate  d economic  rights |  | Systems  with  consolidated  economic  rights | Systems with  unconsolidate  d economic  rights |
| Ana Botín-Sanz de  Sautuola y O’Shea | 1,341 | 1,339 |  | — | — |  | 65,027 | — |  | 54,731 | — |
| Héctor Grisi Checa | 1,120 | 1,105 |  |  |  |  | 2,033 | — |  | 1,299 | — |
| José Antonio Álvarez  Álvarez | — | — | — | — | — | — | 23,178 | — | — | 20,326 | — |

iv) Details of other items (thousands of EUR)

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Name | Item | Amount  remunerated  in 2025 |
| Ana Botín-Sanz  de Sautuola y  O’Shea | Life insurance and complement | 411 |
| Other remuneration | 33 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Name | Item | Amount  remunerated  in 2025 |
| Héctor Grisi  Checa | Life insurance and complement | 666 |
| Other remuneration | 51 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Name | Item | Amount  remunerated  in 2025 |
| José Antonio  Álvarez Álvarez | Life insurance and complement | 671 |
| Other remuneration | 8 |

Annual report 2025405

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

b) Remuneration of the company directors for seats on the boards of other group companies:

i) Remuneration in cash (thousands of EUR)

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Name | Fixed  remuneration | Per diem  allowances | Remuneration for  membership of  Board's  committees | Salary | Short-term  variable  remuneration | Long-term variable  remuneration | Severance pay | Other grounds | Total year 2025 | Total year 2024 |
| Homaira Akbari | 285 | — | — | — | — | — | — | — | 285 | 296 |
| Henrique de Castro | 200 | — | 15 | — | — | — | — | — | 215 | 200 |
| Pamela Walkden | 115 | — | — | — | — | — | — | — | 115 | 129 |
| Belén Romana García | 157 | — |  |  |  |  |  |  | 157 | — |
| José Antonio Álvarez Álvarez | 200 | — | — | — | — | — | — | — | 200 | 383 |

|  |
| --- |
|  |
| Comments  (Not included in the electronic submission to the CNMV) |
| The variable remuneration only includes the amounts related to the position of executive director of Banco Santander S.A. |

ii) Table of changes in share/based remunerations schemes and gross profit from consolidated shares of financial instruments

Not applicable

iii) Long term saving systems (thousand EUR)

Not applicable

iv) Detail of other items (thousands of EUR)

Not applicable

Annual report 2025406

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

c) Summary of remuneration (thousands of EUR)

The summary should include the amounts corresponding to all the items of remuneration included in this report that have been accrued by

the director, in thousand euros.

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | Remuneration accrued in the company | | | | | Remuneration accrued in group companies | | | | | Total 2025  Company +  group  companies |
| Name | Total cash  remuneration | Gross profit  on  consolidated  shares or  financial  instruments | Contribution  s to the  long-term  savings plan | Remuneratio  n for other  items | Total  2025 | Total cash  remuneration | Gross profit  on  consolidated  shares or  financial  instruments | Contribution  s to the  long-term  savings plan | Remuneratio  n for other  items | Total  2025 |
| Ana Botín-Sanz de Sautuola  y O’Shea | 8,447 | 8,311 | 1,341 | 444 | 18,543 | — | — | — | — | — | 18,543 |
| Héctor Grisi Checa | 5,633 | 2,819 | 1,120 | 717 | 10,289 | — | — | — | — | — | 10,289 |
| José Antonio Álvarez  Álvarez | 2,989 | 2,733 | — | 679 | 6,401 | 200 | — | — | — | 200 | 6,601 |
| Glenn H. Hutchins | 700 | — | — | — | 700 | — | — | — | — | — | 700 |
| Homaira Akbari | 284 | — | — | — | 284 | 285 | — | — | — | 285 | 569 |
| Javier Botín-Sanz de  Sautuola y O’Shea | 137 | — | — | — | 137 | — | — | — | — | — | 137 |
| Sol Daurella Comadrán | 314 | — | — | — | 314 | — | — | — | — | — | 314 |
| Henrique de Castro | 283 | — | — | — | 283 | 215 | — | — | — | 215 | 498 |
| Gina Díez Barroso | 222 | — | — | — | 222 | — | — | — | — | — | 222 |
| Luis Isasi Fernández de  Bobadilla | 1,423 | — | — | — | 1,423 | — | — | — | — | — | 1,423 |
| Belén Romana García | 581 | — | — | — | 581 | 157 | — | — | — | 157 | 738 |
| Pamela Walkden | 383 | — | — | — | 383 | 115 | — | — | — | 115 | 498 |
| Germán de la Fuente | 344 | — | — | — | 344 | — | — | — | — | — | 344 |
| Juan Carlos Barrabés  Cónsul | 259 | — | — | — | 259 | — | — | — | — | — | 259 |
| Antonio Francesco Weiss | 180 | — | — | — | 180 | — | — | — | — | — | 180 |
| Total | 22,179 | 13,863 | 2,461 | 1,840 | 40,343 | 972 | — | — | — | 972 | 41,315 |

→ CNMV disclosures follow 'consolidation criteria' of executive compensation, i.e. amounts to which the executive director is entitled to receive in cash

and in shares during the financial period (2025 fixed pay, plus 2025 variable upfront pay -40% of the 2025 bonus- and past deferrals from 2024,

2023, 2022,2021 and 2020 received). The 'accrual criterion' in chapter [6.3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571) shows pay awarded in 2025 and is more accurately aligned with the

actual compensation for the 2025 period, and is, therefore, what is used within the sector to follow and compare pay vs. peers.

→ For 2025, no increase was applied to either the director’s fixed salary or target bonus. However, in 2025, the disclosed current value of total

remuneration for the Executive Chair shows an increase (+35% year-on-year), driven by three factors:

1. Due to the strong revaluation of Santander shares (EUR 10.261 in 2025 vs. EUR 4.576 in 2024, EUR 3.793 in 2023, EUR 3.088 in 2022, EUR 3.104

in 2021 and EUR 2.685 in 2020), reflecting CNMV disclosure requirements to value deferred share-based awards from prior cycles at the current

Santander share price. Had the share price remained stable at 2024’s EUR 4.576, the increase in total value of Executive Chair remuneration

would have been limited to +6.86%, broadly in line with the like-for-like average increase in the total workforce in Spain (+6%). Total pay

accrued, which reflects more accurately 2025's actual pay, would amount to EUR 11.98\* mn for 2025, which would compare to EUR 12.13 mn in

2024 (-1%). Also, shares received in 2025 (675 thousand) are lower than the ones received in 2024 (810 thousand). See section [6.3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571) for more detail.

2. The excellent Group’s results achieved in 2025, delivering on all our financial targets. Attributable profit reached a historical record (EUR 14,101

million), and TSR reached 132% in the year. In 2025, quantitative and qualitative objectives defining the bonus pool for the executive directors were

met, resulting in a scorecard outcome of 145.5% for 2025, which is applied to the target bonus. It is also worth to note that the ratio of executive

director's total remuneration to underlying attributable profit has consistently decreased every year, from 0.48% in 2013 to 0.17% in 2025 (-65%).

3. And a higher level of long-term metrics performance. 2022–2024 long-term cycle was at 115.2%, compared with the 2019–2021 low-paying

cycle at 33.3% concluded in 2024.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| (EUR thousand) | 2025 Public disclosures |  | Accrual criteria |
|  | +35% . |  |  |
|  | . |  |  |

|  |
| --- |
|  |
| Bonus in shares |
| Bonus in cash |
| Other Remuneration |
| Salary |

|  |
| --- |
|  |
| +6.86% |
|  |
|  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 3,825 |  |
| Share  revaluation  impact vs. 2024 | | |
|  |  |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2024 | Proforma 2025 at constant share price |  | 2025 |  | 2025\* |
| \*Deferred variable remuneration linked to long-term objectives (at fair value) are not included as they are subject to achievement  to the long term metrics for the period 2025-2027. More detail in section 6.3. | | | | | | |

Annual report 2025407

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

C.2 Indicate the evolution in the last five years of the amount and percentage variation of the remuneration accrued by each of the directors

of the listed company who have held this position during the year, the consolidated results the company and the average remuneration on

an equivalent basis with regard to full-time employees of the company and its subsidiaries that are not directors of the listed company.

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Directors' remuneration (EUR thousand) | 2025 | % var.  25/24 | 2024 | % var.  24/23 | 2023 | % var.  23/22 | 2022 | % var.  22/21 | 2021 |
| • Executive Directors |  |  |  |  |  |  |  |  |  |
| Ana Botín-Sanz de Sautuola y O’Shea | 18,543 | 35% | 13,773 | 13% | 12,239 | 4% | 11,735 | (5)% | 12,288 |
| Héctor Grisi Checa | 10,289 | 24% | 8,308 | 22% | 6,793 | — | — | — | — |
| • External Directors 1 |  |  |  |  |  |  |  |  |  |
| José Antonio Álvarez Álvarez | 6,601 | 11% | 5,946 | 3% | 5,775 | (40)% | 9,575 | (2)% | 9,728 |
| Glenn H. Hutchins | 700 | — | 700 | 88% | 372 | — | 10 | — | — |
| Homaira Akbari | 569 | (2)% | 581 | 1% | 576 | (5)% | 605 | 31% | 461 |
| Javier Botín-Sanz de Sautuola y O’Shea | 137 | (5)% | 144 | 5% | 137 | 6% | 129 | — | 129 |
| Sol Daurella Comadrán | 314 | 8% | 292 | 17% | 249 | 8% | 230 | (4)% | 239 |
| Henrique de Castro | 498 | — | 500 | 3% | 484 | 5% | 461 | 45% | 319 |
| Gina Díez Barroso | 222 | (1)% | 225 | 7% | 211 | 23% | 172 | 32% | 130 |
| Luis Isasi Fernández de Bobadilla 2 | 1,423 | (1)% | 1,440 | 2% | 1,417 | — | 1,412 | — | 1,406 |
| Belén Romana García | 738 | 23% | 599 | 5% | 572 | 4% | 549 | 3% | 533 |
| Pamela Walkden | 498 | (2)% | 510 | 3% | 493 | 5% | 470 | 38% | 339 |
| Germán de la Fuente | 344 | 2% | 338 | 25% | 271 | — | 137 | — | — |
| Juan Carlos Barrabés Cónsul | 259 | 102% | 128 | — | — | — | — | — | — |
| Antonio Francesco Weiss | 180 | 150% | 72 | — | — | — | — | — | — |
| Company’s performance |  |  |  |  |  |  |  |  |  |
| Consolidated results of the Group 3 (EUR mn) | 20,867 | 10% | 19,027 | 16% | 16,459 | 8% | 15,250 | 5% | 14,547 |
| Group employees' average remuneration4 (EUR thousand) | 62 | 1% | 61 | 5% | 58 | 3% | 56 | 1% | 56 |
| Annual increase of employees' average remuneration in  Spain on a like for like basis | — | 6% | — | — | — | — | — | — | — |

→ CNMV disclosures follow 'consolidation criteria' of executive compensation, i.e. amounts to which the executive director is entitled to receive in cash

and in shares during the financial period (2025 fixed pay, plus 2025 variable upfront pay -40% of the 2025 bonus- and past deferrals from 2024,

2023, 2022,2021 and 2020 received). The 'accrual criterion' in chapter [6.3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571) shows pay awarded in 2025 and is more accurately aligned with the

actual compensation for the 2025 period, and is, therefore, what is used within the sector to follow and compare pay vs. peers.

→ For 2025, no increase was applied to either the director’s fixed salary or target bonus. However, in 2025, the disclosed current value of total

remuneration for the Executive Chair shows an increase (+35% year-on-year), driven by three factors:

1. Due to the strong revaluation of Santander shares (EUR 10.261 in 2025 vs. EUR 4.576 in 2024, EUR 3.793 in 2023, EUR 3.088 in 2022, EUR 3.104

in 2021 and EUR 2.685 in 2020), reflecting CNMV disclosure requirements to value deferred share-based awards from prior cycles at the current

Santander share price. Had the share price remained stable at 2024’s EUR 4.576, the increase in total value of Executive Chair remuneration

would have been limited to +6.86%, broadly in line with the like-for-like average increase in the total workforce in Spain (+6%). Total pay

accrued, which reflects more accurately 2025's actual pay, would amount to EUR 11.98\* mn for 2025, which would compare to EUR 12.13 mn in

2024 (-1%). Also, shares received in 2025 (675 thousand) are lower than the ones received in 2024 (810 thousand). See section [6.3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571) for more detail.

2. The excellent Group’s results achieved in 2025, delivering on all our financial targets. Attributable profit reached a historical record (EUR 14,101

million), and TSR reached 132% in the year. In 2025, quantitative and qualitative objectives defining the bonus pool for the executive directors were

met, resulting in a scorecard outcome of 145.5% for 2025, which is applied to the target bonus. It is also worth to note that the ratio of executive

director's total remuneration to underlying attributable profit has consistently decreased every year, from 0.48% in 2013 to 0.17% in 2025 (-65%).

3. And a higher level of long-term metrics performance. 2022–2024 long-term cycle was at 115.2%, compared with the 2019–2021 low-paying

cycle at 33.3% concluded in 2024.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| (EUR thousand) | 2025 Public disclosures |  | Accrual criteria |
|  | +35% . |  |  |
|  | . |  |  |

|  |
| --- |
|  |
| Bonus in shares |
| Bonus in cash |
| Other Remuneration |
| Salary |

|  |
| --- |
|  |
| +6.86% |
|  |
|  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 3,825 |  |
| Share  revaluation  impact vs. 2024 | | |
|  |  |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2024 | Proforma 2025 at constant share price |  | 2025 |  | 2025\* |
| \*Deferred variable remuneration linked to long-term objectives (at fair value) are not included as they are subject to achievement  to the long term metrics for the period 2025-2027. More detail in section 6.3. | | | | | | |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  | 2025 | % var.  25/24 | 2024 | % var.  24/23 | 2023 | % var.  23/22 | 2022 | % var.  22/21 | 2021 |
| Directors' remuneration (accrued criteria) |  |  |  |  |  |  |  |  |  |
| Ana Botín-Sanz de Sautuola y O'Shea | 11,977 | (1)% | 12,127 | 5% | 11,544 | 5% | 11,001 | (4%) | 11,435 |
| Héctor Grisi Checa | 9,489 | 4% | 9,137 | 11% | 8,257 | — | — | — | — |

Annual report 2025408

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |
| --- |
|  |
| Comments (Not included in the electronic submission to the CNMV) |
| n Notes on evolutive table: 1. Non-executive directors' remuneration fluctuations are caused by joining or leaving the board of directors and the difference in the  amount of meetings they assist during the year. Hence there is no correlation between their remuneration and the company performance. 2. The remuneration  of Luis Isasi includes EUR 1,000 thousand for his role as non-executive Chair of the Santander España business unit and for attending its board and committee  meetings. 3. Group operating profit/(loss) before tax. 4. Group employee's average remuneration includes all concepts. Full-time equivalent data. Variable  remuneration data accrued in the current year.  n The variable remuneration only includes the amounts related to the position of executive director of Banco Santander S.A. For the construction of 'short-  term variable remuneration' and 'long-term variable remuneration' information has been used the consolidation criteria of CNMV. In 2025 there was no  application of malus clauses.  n Total remuneration of executive directors is impacted by the excellent evolution of Santander share price.  In 2025, the revaluation of the Santander  share price used to set the 2025 variable remuneration (EUR 10.261) was +124%, so the Gross profit from shares handed over or consolidated financial  instruments (Price x Volume) increased due to such revaluation. If it had remained stable in EUR 4.576 (share price of variable remuneration 2024), the  increase in the total remuneration of the Executive Chair would have been +6.86% compared to the figure released in 2024 report (EUR 13,773 thousand).  n And regarding the average remuneration of employees (EUR 62 thousand) , to highlight the following ideas:  a. Normally the increases or decreases in remuneration are greater for the executive directors, depending on the results of the entity, because the  percentage of variable remuneration over fixed remuneration is lower in the average employee than in the executive directors.  b. Our local presence and global scale, based on three regions and ten core markets, and our vast branch network (c.7,000), have a direct impact on this  figure: more than a half of  our employees are based in Mexico and South America (mainly in Brazil). The salaries of these employees are adapted to the  local cost of living. Therefore, the comparison with the remuneration of executive directors (which remuneration was set for living in a mature country)  is also impacted by the difference between both costs of living. Developing countries have a lower cost of living than the country where both directors  carried out their functions.  c. The different annual exchange rates have also an impact on this calculation where all local wages and salaries are translated into euros at the average  year-end exchange rate.  d. Finally, the average remuneration figure of Banco Santander is impacted by the different departures (retirements and early retirements) and annual new  hires, with the average cost of the former (a more senior profile) being higher than the latter (a more junior profile). |

This annual report on remuneration has been approved by the board of directors of the company, at its meeting on 24 February 2026.

State if any directors have voted against or abstained from approving this report.

Yes o   No  þ

Annual report 2025409

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

![5.Informe_ENG.jpg]()

Economic and financial review

Annual report 2025410

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|  |  |
| --- | --- |
|  |  |
| [1. Economy, regulation and competition](#i9a41553f8eec4d889f2ddea0648c85fc) | [411](#i9a41553f8eec4d889f2ddea0648c85fc) |
| [2. Significant events in 2025](#i5a94fae801f04355b6d37e994e09d523) | [417](#i5a94fae801f04355b6d37e994e09d523) |
| [3. Group selected data](#ib5125ea8ceac4e1ba40adf7654b412a4) | [418](#ib5125ea8ceac4e1ba40adf7654b412a4) |
| [4. Group financial performance](#i4ab9aaf8185a4f7c8f61628293b21e3b) | [420](#i4ab9aaf8185a4f7c8f61628293b21e3b) |
| [4.1 Overview of Santander](#i4d09383ac73f43fc9982ff9c21f0739b) | [420](#i4d09383ac73f43fc9982ff9c21f0739b) |
| [4.2 Results](#ice4bdc13c23540f0ae86a3bf606ee6a1) | [423](#ice4bdc13c23540f0ae86a3bf606ee6a1) |
| [4.3 Balance sheet](#i35c546ca2dfe44a6a16c781609c92d06) | [437](#i35c546ca2dfe44a6a16c781609c92d06) |
| [4.4 Liquidity and funding management](#i3d424cf75b984d3cb8c65739058a1251) | [441](#i3d424cf75b984d3cb8c65739058a1251) |
| [4.5 Capital management and adequacy. Solvency ratios](#i2207d307a1c640f29bad13d80b976714) | [449](#i2207d307a1c640f29bad13d80b976714) |
| [4.6 Special situations and resolution](#i1f7cd55ea41246a9b3456bf97c6b4c5e) | [461](#i1f7cd55ea41246a9b3456bf97c6b4c5e) |
| [5. Financial information by segment](#iaffb86d9288b400883869021faacbbcf) | [464](#iaffb86d9288b400883869021faacbbcf) |
| [5.1 Description of segments during 2025](#i938a6f2692644150b6448fe070106ad4) | [464](#i938a6f2692644150b6448fe070106ad4) |
| [5.2 Summary of the Group's main business areas' income statements](#i0d0eac8d313b44f3bee3475476beae5a) | [466](#i0d0eac8d313b44f3bee3475476beae5a) |
| [5.3 Primary segments](#ic0fda751913e4c0d8dc91d1fe7700027) | [468](#ic0fda751913e4c0d8dc91d1fe7700027) |
| [5.4 Appendix](#iba75757e28154077af811d4256b27221) | [483](#iba75757e28154077af811d4256b27221) |
| [6. Alternative performance measures (APMs)](#iaeec09f00e7c4315b03e3cd73f716dc1) | [499](#iaeec09f00e7c4315b03e3cd73f716dc1) |
| [7. Technological innovation: artificial intelligence, cybersecurity and](#i237a8fd3ed4e45cab207dea454d2920a)  [fintech ecosystem](#i237a8fd3ed4e45cab207dea454d2920a) | [509](#i237a8fd3ed4e45cab207dea454d2920a) |
| [8. Significant events since year end](#i34584e56392c4607a9c47311cf3a66ef) | [512](#i34584e56392c4607a9c47311cf3a66ef) |
| [9. New reporting structure from 1 January 2026](#ied5fe202228147598ac8aec4e7fb2f02) | [513](#ied5fe202228147598ac8aec4e7fb2f02) |
| [9.1 Changes in reporting from 2026](#i0b9f6649ea6c4314a826deb22d95f4db) | [513](#i0b9f6649ea6c4314a826deb22d95f4db) |
| [9.2 Alternative performance measures (APMs) of the new reporting structure](#i0876b96f4ee44ff8b9aff9b4dc03ad3f) | [530](#i0876b96f4ee44ff8b9aff9b4dc03ad3f) |
| [10. Trend information 2026](#i986c84c4705b4f54929e3e3bb5774b54) | [537](#i986c84c4705b4f54929e3e3bb5774b54) |

Annual report 2025411

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1. Economy, regulation and competition

#### Economy

In 2025, Santander operated in an environment characterized by

gradual reductions in interest rates by the majority of central

banks, in response to declining inflation. This occurred in a context

marked by continuing geopolitical and trade tensions. However,

despite some slowdown, the world’s major economies maintained

good economic growth rates. Labour markets were resilient, with

unemployment rates remaining low in more than half of the

countries in which Santander operates.

Our core regions' economies performed as follows in 2025:

• Eurozone (GDP in 2025: +1.5%). The economy resisted tariff

hikes imposed by the US, as the services sector compensated

weaker manufacturing. Household consumption improved and,

after a weak start to the year, investment showed signs of

recovery in the second half, particularly investment in

intangibles. Performance was mixed by country, with most of the

momentum coming from Ireland, which grew by more than 10%,

compared to Germany, among others, whose economy only

grew 0.4%. Inflation fell to within the European Central Bank’s

(ECB) target, which led to reductions in interest rates to 2% in

June, a level estimated to be within the neutral range for the

economy.

• Spain (GDP in 2025: +2.8%). Spain recorded growth well above

that of the eurozone driven by domestic demand. Household

consumption remained robust, supported by strong job creation

and population growth resulting from immigration. The

investment component grew the most in the year, especially in

equipment. On the other hand, foreign trade hindered growth;

goods exports rose slightly and services exports moderated

while imports grew well. Inflation ended the year at 2.9%, with

service prices accelerating at the end of the year and growing by

more than 3.5%.

• UK  (estimated GDP in 2025: +1.4%). The economic performance

was resilient in 2025 despite domestic and foreign uncertainty.

GDP growth was close to 1.5%, in line with the UK’s underlying

trends, although this masks the weakness of consumer

spending. The labour market continued to loosen in response to

rising labour costs, with an unemployment rate of 5.1% and a

decline in employment. Inflation remained above target for much

of the year due to several regulated price hikes in April, ending

the year at 3.4%. However, moderating wage growth led the

Bank of England to continue to gradually cut interest rates to

3.75% in December 2025.

• Portugal (GDP in 2025: +1.9%). The economy registered

moderate growth, showing resilience in a complex international

environment. Inflation slowed throughout the year, helping to

ease pressure on household income, while the labour market

remained robust, with the unemployment rate at 5.7% and

employment at an all-time high (5.3 million people). Public

finances also strengthened, with a budget surplus of 0.3% of

GDP and a reduction in public debt to 90% of GDP, which

supported external credibility and the stability of the

macroeconomic framework.

• Poland (estimated GDP in 2025: +3.6%). Economic growth

accelerated further following a strong 2024 (GDP +3% in 2024),

with domestic demand compensating weak foreign trade. In the

first half of the year, consumption was a key driver of growth

while, in the second half, investment gained greater prominence.

The labour market saw some stress at the start of the year and

began to weaken in June, with the unemployment rate increasing

to 5.7% in December. As a result, year-on-year nominal wage

growth moderated (from 9.2% in January 2025 to 7.1% in

November 2025), confirming lower inflationary pressures.

Slowing price growth led to an inflation rate of 2.4% in

December, below the central bank's target (2.5%), which

enabled them to cut interest rates to 4% in December 2025.

• US (estimated GDP in 2025: +2.2%). GDP growth remained

robust. The negative impact from higher tariffs and migration

restrictions was mitigated by more favourable financial

conditions and the investment boom in artificial intelligence (AI).

Inflation (2.7% in December) stopped decelerating, pressured by

goods inflation. The Federal Reserve (Fed) resumed interest rate

cuts in September as the labour market cooled; the

unemployment rate ended the year at 4.4% and the target range

of the federal funds rates at 3.50-3.75%, 75 bps below the level

at the end of 2024.

• Mexico (preliminary GDP in 2025: +0.5%). Economic growth

weakened in 2025, due to uncertainty around tariffs and an

adjustment in construction investment, following the completion

of infrastructure projects in 2024, while exports surprised on the

upside. Headline inflation moderated in the second half of the

year from 4.3% in June to 3.7% in December, but core inflation

was stickier and ended above 4%. The central bank continued to

gradually cut interest rates from 10% at 2024 year-end to 7% at

the end of 2025.

• Brazil   (estimated GDP in 2025: +2.2%). The economy slowed in

the second half of the year, generally across sectors. However it

was more resilient than expected, especially in the labour market

where the unemployment rate reached historic lows. Inflation

rose to 5.5% at the beginning of the year, but moderated in the

last quarter and ended the year at 4.3% (4.8% in 2024),

reflecting the effects of tighter monetary policy and a slowdown

in economic activity. The central bank raised the official interest

rate to 15% in June and held them stable in the second half of

Annual report 2025412

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the year, in a higher-for-longer context, and reinforcing its

commitment to controlling inflation.

• Chile (estimated GDP in 2025: +2.3%). The economy recovered,

driven by strong investment, especially in mining and energy

projects, and by a gradual improvement in domestic demand.

After rising at the beginning of the year due to an adjustment in

electricity tariffs, inflation returned to lower levels, ending the

year below 3.5%. Inflation expectations are anchored at the 3%

target from 2026 onwards, allowing the central bank to continue

to cut interest rates to 4.5% at 2025 year-end from 5.0% in

2024.

• Argentina (estimated GDP in 2025: +4.1%). The economy made

progress in improving its macroeconomic balances, maintaining a

fiscal surplus and reducing the volatility seen at the beginning of

the year. After the elections, the foreign exchange market

showed clear signs of normalization and activity began to

recover gradually, supported by a more predictable environment.

Inflation continued to decline, settling between 2% and 3% per

month for most of 2025.

Financial markets performed well in general in 2025. In equity

markets, on the whole the balance was favourable after some

volatility at the beginning of the year, due to the announcement of

new import tariffs by the US. The trade truce and negotiations

facilitated a rapid and orderly recovery of the main indices. In the

US, stock markets made solid progress due to the strength of the

business cycle and AI-linked sectors. In Europe, overall

performance was favourable, albeit mixed. For example, the

Spanish economy benefited from robust domestic demand, while

Germany continued to face structural challenges. Overall, equity

markets ended the year showing a strong ability to adapt to

periods of uncertainty and maintain a positive trajectory

throughout the year.

In debt markets, 2025 was dominated by more moderate

movements in sovereign yields. Although the Fed and the ECB

continued their cycles of interest rate cuts, the margin for further

declines is limited. In the US, Treasury bond yields remained

relatively high, reflecting both the need to finance persistent fiscal

deficits and inflation that, while down, remains above target. In

Europe, debt spreads shifted downward somewhat, except in

France, where spreads were under stress due to a combination of

fiscal factors, credit rating downgrades and a changing political

environment.

In foreign exchange markets, the US dollar weakened throughout

the year against major currencies.

Within the commodities market, gold continued to stand out,

driven by geopolitical uncertainty, falling interest rates and central

banks seeking further diversification of their reserves. Industrial

metals performed well, due to the recovery in manufacturing

activity, their key role in the energy transition and the sharp

increase in demand for data centre expansion and AI infrastructure.

Oil prices decreased, explained by increased production and falling

structural demand associated with improvements in energy

efficiency and the advancement of renewable alternatives.

Latin American markets ended the year on a clearly positive note,

recovering from a volatile start due to idiosyncratic factors in

several countries and uncertainty around tariffs. In the foreign

exchange market, most exchange rates appreciated significantly

against the US dollar, favoured by both the weakness of the dollar

and a more benign tariff environment than expected for the region

compared to other developing and mature markets. In stock

markets, the main indices reached historic highs in many countries,

while sovereign yields followed a downward trajectory for the year

as a whole, though they picked up in December, supported by a

decrease in inflation, the easing of monetary policies and, in the

case of Brazil, the conclusion of the monetary tightening cycle.

The banking sector benefitted from a favourable macroeconomic

environment and resilient labour markets, which enabled good

profitability levels to be maintained, supported by improved

business volumes and portfolio quality.

This was reflected in the bank market valuations, which once again

outperformed the main stock indices, enabling a large proportion

of credit institutions to return to valuations above their book value.

This change in market sentiment was also supported by the

soundness shown by the banking sector in the face of recent

economic shocks, periods of volatility and the various stress

exercises carried out by supervisors.

Lastly, recognition of the complexity of banking regulation by the

authorities and the simplification processes established in the main

economic areas also contributed to the improvement in valuations.

#### Regulatory and competitive environment

During 2025, the regulatory agenda was shaped by renewed

political momentum in the European Union (EU). As anticipated by

reports published by political figures such as Enrico Letta and

Mario Draghi, simplification and competitiveness were central

pillars of the EU's strategy, prompting progress on initiatives aimed

at streamlining the regulatory framework and strengthening the

single market. This was reflected in the first measures of the new

political cycle, which included the launch of the Omnibus I package

to rationalize sustainability regulation, as well as further progress

on the Savings and Investments Union (SIU) as a strategic project to

mobilize European savings, the Banking Union and securitizations.

The environment continued to be influenced by the war in Ukraine

and other geopolitical tensions, which reinforced the urgency to

ensure greater European sovereignty and shaped a wide range of

debates, including defence strategy, the digital euro and AI. 2025

was also characterized by an increased focus on digital resilience,

with the full implementation of the Digital Operational Resilience

Act (DORA), the entry into force of the Markets in Crypto-Assets

Regulation (MiCA) and the modernization of the payments

framework.

From a risk perspective, some European authorities, such as the

ECB, placed particular emphasis on stablecoins, while the debate

on the interconnectedness between the banking sector and non-

bank financial institutions (NBFIs) continued.

In other jurisdictions, such as the US and the UK, the agenda was

also significantly shaped by the focus on competitiveness and

growth.

The main regulatory topics in 2025 were:

1. Prudential and resolution: during 2025, the regulatory focus in

the EU included the implementation of the Basel III reform and

significant progress across several key regulatory files. The

Annual report 2025413

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European Banking Authority (EBA) continued to develop the

technical standards required for the full application of the

Capital Requirements Regulation (CRR 3), while the

implementation timeline of the Fundamental Review of the

Trading Book (FRTB) was once again adjusted, with a revised

entry-into-force schedule differentiated across jurisdictions due

to the lack of international alignment and the accumulated

delays in implementation in the UK and the US. At the global

level, the Basel Committee continued to work on the prudential

framework for crypto-asset exposures and made progress in

reviewing the treatment of NBFIs, in light of the lessons learned

from episodes of market stress in recent years.

In Europe, there was renewed momentum on two fronts in

2025. An agreement was reached on the review of the crisis

management and deposit insurance framework (CMDI), which

enabled the reactivation of a legislative file that had stalled in

previous years and paved the way for a more harmonized

implementation of resolution tools and the use of deposit

guarantee schemes. Secondly, the European Commission

proposed a reform of the securitization framework, with

initiatives aimed at improving risk sensitivity, reducing

unnecessary burdens and facilitating the use of securitizations

—including significant risk transfer transactions— as a means to

unlock funding capacity and strengthen European

competitiveness.

The debate on the potential review of the capital buffer

framework and its interaction with Pillar 1, Pillar 2 and

resolution requirements continued, in a context in which several

European authorities emphasized the need to improve the

usability and predictability of buffers under potential stress

scenarios.

In the US, measures were proposed to amend the supervisory

and regulatory frameworks, introducing significant

simplifications, including fewer prudential requirements and

reduced supervisory intensity.

In the UK, the prudential authority put forward measures aimed

at reducing capital requirements and addressing existing

overlaps between different requirements.

2. Sustainability: in the context of enhancing European

competitiveness, in February 2025, the European Commission

presented the Omnibus I package, aimed at simplifying and

harmonizing sustainability requirements —including the

Corporate Sustainability Reporting Directive (CSRD), the

Corporate Sustainability Due Diligence Directive (CSDDD) and

the EU Taxonomy— with the intention of providing greater

regulatory clarity and reducing the complexity of reporting

obligations. In addition, the Commission made progress in its

review of the Sustainable Finance Disclosure Regulation (SFDR)

and put forward a proposal to simplify the framework and

provide greater clarity on the disclosure requirements

applicable to financial products.

The EBA published its final guidelines on ESG risk management,

as well as guidelines on ESG scenario analysis, and continued to

assess whether the current framework adequately covers these

risks from a prudential perspective.

The Basel Committee published a new voluntary framework for

the disclosure of climate-related financial risks, in line with its

objective of complementing Pillar 3 transparency requirements

with information on environmental risk management.

Finally, the International Sustainability Standards Board (ISSB)

continued to make progress in the development of reporting

requirements, consolidating its position as the international

standard. Several jurisdictions continued to work to align with

this framework; Brazil and Chile moved towards mandatory

implementation, while Mexico continued to progress towards

adoption. These developments help to strengthen

interoperability between international and local frameworks.

At a local level, while in the US sustainability regulation was

reviewed and, to a large extent, eliminated, due to its potential

impact on corporate competitiveness, other countries such as

Chile and Brazil continued to make decisive progress in the

development of their taxonomies.

3. Digitalization: in 2025, the global digital regulatory landscape

continued to advance towards a framework with clearer rules

on the participation and responsibilities of the various players,

with the EU leading the way through the effective application of

the Digital Markets Act (DMA) and the Digital Services Act

(DSA). The enforcement of these rules remains ongoing, as

European authorities continue to intensify their efforts.

At the same time, payments regulation remained a key focus,

with the review of the Payment Services Directive (PSD) and the

Payment Services Regulation (PSR), that establish a new

framework for the treatment of payment fraud, and the entry

into force of the new Instant Payments Regulation (IPR).

Regarding digital assets, 2025 marked a global turning point. In

Europe, MiCA provided a comprehensive regulatory framework

for stablecoins, asset-referenced tokens and crypto-asset

service providers for the first time. This regulation, which

entered into force progressively starting in 2024 and became

fully applicable in 2025, requires audited reserves for significant

stablecoins and also introduces governance, transparency and

prudential limit requirements. These measures contribute to

reducing regulatory gaps and creating a 'European passport' for

crypto-asset service providers (CASPs). In the rest of the world,

authorities in the US, the UK and several Asian jurisdictions

made progress in regulations ranging from one-to-one reserve

requirements for stablecoins backed by currency to licensing

frameworks for custodians, exchanges and digital asset issuers,

with the aim of mitigating systemic risks without slowing

innovation. The emergence of new regulatory frameworks in

other jurisdictions has also sparked debate on the need to

update and review MiCA.

Finally, the debate on central bank digital currencies (CBDCs)

accelerated in 2025, with the exception of the US, which does

not foresee the issuance of a digital dollar. CBDCs aim to

strengthen monetary sovereignty and their development

suggests that both wholesale and retail digital money will

become a critical infrastructure. The most advanced case is that

of the digital euro, with the ECB indicating that it would be

ready to issue it —subject to the formal decision and approval of

the relevant European Commission Regulation— in 2029.

Annual report 2025414

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Overall, 2025 firmly established an ecosystem in which money,

assets and digital infrastructure are converging. Platform

regulation, AI, payments, cyber resilience and crypto-assets are

beginning to be integrated under a common framework that

will shape the next decade of the global digital economy.

4. Retail banking: during 2025, negotiations continued on the

European Commission’s Retail Investment Strategy (RIS), which

aims to facilitate retail investors’ access to EU capital markets.

The debate focused on simplifying the investment process and

limiting regulatory requirements, while maintaining

appropriate levels of investor protection.

Discussions also continued around the Capital Markets Union,

now rebranded as the Savings and Investments Union (SIU),

which seeks to create a single capital market and increase retail

investor participation in capital markets. The debate focused on

the European Commission’s recommendations to Member

States on the creation of savings and investment accounts

(SIAs), accompanied by a financial education strategy. In the UK,

progress was also made in this area, with a review of savings

and investment accounts.

For more details, see [note 1.e](#i6ecb2a0d58d04b53bfadfa2a833efaa7_964) to the consolidated financial

statements.

Annual report 2025415

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Santander and public policy

We have a strong commitment to our customers to conduct our business in a simple, personal and fair way. We are also committed to

maintaining a constructive and transparent relationship with regulators and supervisors, both regarding the regulations and frameworks

that affect our activities, as well as the interests of our customers.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
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| Public policy priorities | | | | | |
|  |  |  |  |  |  |
| 1 | Promote regulation that allows banks to finance the economy and be profitable and investable | | | | |
|  | • Banks must continue to play their fundamental role of financing the economy and promoting growth in a competitive  way, with profitability as their first line of defence.  • Promoting economic growth is crucial to be able to finance the current challenges (including decarbonization, the  demographic challenge and digital transformation, among others) and thereby increase financial stability. Therefore it is  important that, when designing regulation and supervision, policymakers and regulators consider the need for a balance  between preserving financial stability and supporting economic growth.  To this end, progress in needed across four key pillars:  1) The introduction of a secondary supervisory objective of growth and competitiveness;  2) The review of existing and forthcoming level 2 and level 3 regulation, with the aim of strengthening the consistency,  transparency and predictability of requirements, as well as the fundamentals behind additional capital requirements;  3) The adoption of a holistic principles-based supervisory framework, that has a global view of supervisory and  regulatory requirements, which accommodates diverse business models and characteristics between entities; and  4) The reinforcement of the regulatory framework through a cost-benefit analysis, periodic reviews and a detailed  timeline for the entry into force of regulation.  • For European banks to be competitive and do more for their customers, businesses and society as a whole, it is  necessary to continue advancing towards a single market, with the completion of the Banking Union and the Capital  Markets Union. | | | |
|  |  |  |  |  |  |
| 2 | Provide support so that sustainability can boost the competitiveness and growth of companies | | | | |
|  | • It is crucial for the regulatory framework to recognize specific needs given the heterogeneity in the starting points of  countries and sectors in terms of their transitions, to enable banks to finance both sustainable companies and, in  particular, those in transition towards becoming more sustainable.  • A coherent and predictable regulatory framework, based on appropriate incentives, an adequate risk assessment and a  pragmatic approach that preserves banks’ ability to mobilize capital towards tangible opportunities, is essential to scale  transition finance.  • It is important that the regulatory framework does not add capital requirements associated with sustainability risk  management. | | | |
|  |  |  |  |  |  |
| 3 | Leverage the benefits of a digital economy | | | | |
|  | • In an increasingly digital world, banks must leverage technology to enhance their value proposition. All market  participants must adhere to competition rules in order to build a fairer and more scalable system.  • It is positive for central banks to analyse the possibilities technology offers to increase innovation. Regarding payments,  a prudent approach to CBDCs is needed, to ensure they generate opportunities while mitigating associated risks. Retail  CBDCs could have significant impacts on financial stability and should not displace private payment solutions. In  contrast, wholesale CBDCs could act as enablers for a new tokenized economy.  • It is vital that all payment systems are subject to a common regulatory framework, to safeguard customer protection  and financial stability and promote interoperability between payment systems.  • Involvement from both education and public authorities is necessary to raise awareness of the increased risk of fraud in  a digital world. Moreover, it is crucial to facilitate a framework that addresses the entire fraud chain and adequately  allocates responsibilities to all parties involved, to avoid perverse incentives.  • It is crucial that, in developing stablecoin regulation, authorities consider their potential as a global digital asset, in order  to ensure global regulatory harmonization. Tokenization has the potential to transform financial markets by introducing  new financial assets. | | | |

Annual report 2025416

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Promote a data economy | | | | |
| 4 |  | | | | |
|  | • Data has gained importance as an asset in an increasingly digitalized economy and society. Leveraging the benefits of a  data-driven economy requires a change in the way in which companies are regulated, public institutions are managed  and citizens are served.  • Data exchange should be regulated following a cross-sector perspective, to promote synergies that could arise from  sharing information between sectors and thus maximize opportunities for innovation and preserve a competitive  environment. One of the clearest examples is the combination of public and private data.  • It is essential that regulation encourages innovation and the adoption of AI as a transformative technology, while also  curbing threats to people’s safety and fundamental rights. The major challenges linked to this technology are global and  must be tackled in a coordinated way across regions. Regulators and the industry must work together to establish  adequate guidelines and ensure their proper implementation. | | | |
|  |  |  |  |  |  |
| 5 | Achieve the proper balance between customer protection and needs | | | | |
|  | | | | |
|  | • Regulation must promote both customer protection and service as well as product, service and channel innovation,  based on a market approach. The implementation of regulatory instruments such as caps on prices or bans on incentives  to sell products should be carefully assessed, as they can introduce complexity and rigidity into value propositions and  may even lead to the creation of an unregulated parallel market.  • Significant short- and medium-term investments are needed to finance the growing digitalization of the economy and  the green transition. It is critical to ensure that retail investors have access to capital markets, through simple  investment processes and transparent and specific information on value-adding products. Additionally, incentives are  key to providing advice and value-added services to these investors in open distribution models.  • To ensure financial inclusion and prevent excessive leverage, it is important for consumers to access credit in line with  their needs and solvency and that interest rates on consumer credit are set according to market competition.  • Promoting financial education and empowering consumers with clear and targeted information is crucial to enabling  consumers to make informed financial decisions. In this sense, the use of data and AI will be key to better fulfilling our  customers' needs in a changing environment. | | | |
|  |  |  |  |  |  |

Annual report 2025417

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

2. Significant events in 2025

In Q2 2025, Santander announced the entry into an agreement

with Erste Group Bank AG (Erste) to sell approximately 49% of the

share capital of Santander Bank Polska S.A. (Santander Poland) and

the 50% of the asset management company (TFI) which was not

integrated within Santander Poland to Erste, for a total cash

amount of approximately EUR 7 billion. In addition, Santander

announced its intention to acquire 100% of Santander Consumer

Bank Polska by purchasing the 60% stake currently held by

Santander Poland (approximately EUR 0.7 billion), thereby bringing

the consumer business fully within the perimeter of Grupo

Santander and excluding it from the scope of the sale to Erste.

Santander and Erste also announced a strategic collaboration to

leverage the strengths and international presence of both

institutions in Corporate & Investment Banking (CIB) as well as the

possibility for Erste to benefit from Santander’s global payments

platforms. The abovementioned transaction will hereinafter be

referred to as the 'Poland disposal'.

The acquisition of Santander Consumer Bank Polska closed on 23

December 2025 and the sale of Santander Poland was completed

on 9 January 2026, after obtaining regulatory approvals and

fulfilling the conditions for closing.

In accordance with IFRS 5 requirements, the business subject to the

Poland disposal has been classified as 'non-current assets/

liabilities held for sale' and the related results have been reported

under 'discontinued operations'. Accordingly:

• In the Group’s consolidated balance sheet, the assets associated

with the Poland disposal are classified under the 'non-current

assets held for sale' line item and the related liabilities under

'liabilities associated with non-current assets held for sale'. This

classification applies solely to the balance sheet from 30 June

2025 onwards and does not affect balance sheets for prior

periods.

• In the statutory income statement, the results associated with

the business subject to the Poland disposal are reported under a

single line in the consolidated income statement — 'profit/(loss)

after tax from discontinued operations' — for results

corresponding to 2025, 2024 and 2023. Consequently, the

results from the Poland disposal perimeter are excluded line by

line from the breakdown of continuing operations in all three

periods.

However:

• In the underlying income statement, both at the Group and the

primary and secondary segment levels (which are presented on

an underlying basis only), the results from Poland have been

reported line by line and disaggregated, as they were in previous

disclosures given the fact that the management of Santander

Poland remained unchanged until the Poland disposal was

completed in January 2026. This reporting approach is consistent

with the information used internally in management reporting,

as well as with other public Group disclosures.

• For the same reason, all management metrics included in this

chapter have been calculated including Poland, i.e. maintaining

the same perimeter that existed at the time of the

announcement of the Poland disposal with the exception of

section 9 of this chapter, where we lay out the reporting changes

for 2026. However, if we were to exclude Poland, the Group's

main management ratios would not be materially affected.

For further information, see the [6. 'Alternative performance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778)

[measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) section of this chapter.

Additionally, in Q3 2025, Santander announced it has reached an

agreement to acquire 100% of TSB Banking Group plc's (TSB) share

capital from Banco de Sabadell, S.A. with a valuation of GBP 2.65

billion (approximately EUR 3.1 billion) in an all-cash transaction.

This agreement does not affect the information presented in this

report given that the transaction has not yet been completed and is

still pending the relevant regulatory approvals, among other

things.

Finally, in Q4 2025, Santander announced the merger of Openbank

and Santander Consumer Finance (SCF) into a single legal entity.

This is expected to result in all our European consumer finance

businesses progressively operating under the Openbank brand in

2026.

Annual report 2025418

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

3. Group selected data

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| BALANCE SHEET (EUR million) | Dec-25 | Dec-24 | % Dec-25 vs. Dec-24 | Dec-23 |
| Total assets | 1,867,515 | 1,837,081 | 1.7 | 1,797,062 |
| Loans and advances to customers | 1,037,288 | 1,054,069 | (1.6) | 1,036,349 |
| Customer deposits | 1,041,200 | 1,055,936 | (1.4) | 1,047,169 |
| Total funds A | 1,363,160 | 1,348,422 | 1.1 | 1,306,942 |
| Total equity | 112,748 | 107,327 | 5.1 | 104,241 |

Note: if we include loans, deposits and funds associated with the Poland disposal, as at 31 December 2025 loans and advances to customers would have been EUR 1,076,315

million; customer deposits EUR 1,095,827 million and total funds EUR 1,426,432 million.

For further information, see sections 2. 'Significant events in 2025', and [6. 'Alternative performance measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) in this chapter.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| INCOME STATEMENT (EUR million) | 2025 | 2024 | % 2025 vs. 2024 | 2023 |
| Net interest income | 42,348 | 43,787 | (3.3) | 40,650 |
| Total income | 58,670 | 58,380 | 0.5 | 54,251 |
| Net operating income | 33,959 | 33,231 | 2.2 | 29,619 |
| Profit before tax | 18,681 | 17,347 | 7.7 | 15,005 |
| Profit attributable to the parent | 14,101 | 12,574 | 12.1 | 11,076 |

Note: net operating income is total income minus operating expenses.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EPS, PROFITABILITY AND EFFICIENCY (%) B | 2025 | 2024 | % 2025 vs. 2024 | 2023 |
| Earnings per share (euro) | 0.91 | 0.77 | 17.3 | 0.65 |
| RoE | 13.9 | 13.0 |  | 11.9 |
| RoTE | 17.1 | 16.3 |  | 15.1 |
| RoTE (post-AT1) | 16.3 | 15.5 |  | 14.4 |
| RoA | 0.84 | 0.76 |  | 0.69 |
| RoRWA | 2.44 | 2.18 |  | 1.96 |
| Efficiency ratio C | 41.2 | 41.8 |  | 44.1 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| UNDERLYING INCOME STATEMENT C (EUR million) | 2025 | 2024 | % 2025 vs. 2024 | 2023 |
| Net interest income | 45,354 | 46,668 | (2.8) | 43,261 |
| Total income | 62,390 | 62,211 | 0.3 | 57,647 |
| Net operating income | 36,665 | 36,177 | 1.3 | 32,222 |
| Profit before tax | 20,867 | 19,027 | 9.7 | 16,698 |
| Profit attributable to the parent | 14,101 | 12,574 | 12.1 | 11,076 |
| % changes in constant euros (2025 vs. 2024): |  |  |  |  |
| NII: +0.6%; Total income: +3.9%; Net operating income: +5.1%; Profit before tax: +13.4%; Attributable profit: +16.2%. | | | | |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| SOLVENCY (%) | Dec-25 | Dec-24 |  | Dec-23 |
| Phased-in CET1 capital ratio | 13.5 | 12.8 |  | 12.3 |
| Phased-in total capital ratio | 17.8 | 17.4 |  | 16.4 |

Annual report 2025419

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CREDIT QUALITY (%)   B | Dec-25 | Dec-24 |  | Dec-23 |
| Cost of risk C D | 1.15 | 1.15 |  | 1.18 |
| NPL ratio | 2.91 | 3.05 |  | 3.14 |
| NPL coverage ratio | 66 | 65 |  | 66 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| THE SHARE AND MARKET CAPITALIZATION | Dec-25 | Dec-24 | % Dec-25 vs. Dec-24 | Dec-23 |
| Number of shareholders | 3,518,729 | 3,485,134 | 1.0 | 3,662,377 |
| Number of shares (millions) | 14,689 | 15,152 | (3.1) | 16,184 |
| Share price (euro) | 10.070 | 4.465 | 125.6 | 3.780 |
| Market capitalization (EUR million) | 147,921 | 67,648 | 118.7 | 61,168 |
| Tangible book value per share (euro) | 5.76 | 5.24 |  | 4.76 |
| Price / Tangible book value per share (X) | 1.75 | 0.85 |  | 0.79 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CUSTOMERS (thousands) E | Dec-25 | Dec-24 | % Dec-25 vs. Dec-24 | Dec-23 |
| Total customers | 180,221 | 172,537 | 4.5 | 164,542 |
| Active customers F | 106,410 | 103,262 | 3.0 | 99,503 |
| Digital customers G | 62,982 | 59,317 | 6.2 | 54,161 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| OTHER DATA E | Dec-25 | Dec-24 | % Dec-25 vs. Dec-24 | Dec-23 |
| Number of employees | 198,403 | 206,753 | (4.0) | 212,764 |
| Number of branches H | 7,124 | 8,086 | (11.9) | 8,518 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Note: for Argentina and any grouping which includes it, the variations in constant euros have been calculated considering the  Argentine peso exchange rate on the last working day for each of the periods presented. For further information, see section [6.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778)  ['Alternative performance measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778)  of this chapter.  Certain figures contained in this chapter, have been subject to rounding to enhance their presentation. Accordingly, in certain  instances, the sum of the numbers in a column or a row in tables contained in this report may not conform exactly to the total figure  given for that column or row. |  |
|  |  |  |

|  |
| --- |
|  |
| A. Includes customer deposits, mutual funds, pension funds and managed portfolios. |
| B. For further information, see section [6. 'Alternative performance measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) of this chapter. |
| C. In addition to IFRS measures, we present non-IFRS measures including some which we refer to as underlying measures. These non-IFRS measures exclude items outside  the ordinary course of business and reclassify certain items under some headings of the underlying income statement as described at the end of section [4.2 'Results'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_676) and in  section [6. 'Alternative performance measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) of this chapter. In our view, this provides a better year-on-year comparison. |
| D. Allowances for loan-loss provisions over the last 12 months / Average loans and advances to customers over the last 12 months. |
| E. Customers, employees and branches include Poland. |
| F. Those customers who comply with the minimum balance and/or transactionality requirements as defined according to the business area. |
| G. Every physical or legal person, that, being part of a commercial bank, has logged in to its personal area of internet banking or mobile phone or both in the last 30 days. |
| H. For 2025 and 2024 data, we have included the CartaSur points of sale and the banking service points in Argentina, while we have excluded operational  locations that do not provide customer service in Colombia. |

Annual report 2025420

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

4. Group financial performance

Santander follows IFRS to report its results (see  [note 1.b](#i6ecb2a0d58d04b53bfadfa2a833efaa7_955)  to the

consolidated financial statements), which generally inform

reporting of our financial situation in this consolidated directors’

report. However, we also use non-IFRS measures and Alternative

Performance Measures (APMs) to assess our performance (see

section [6. 'Alternative performance measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) of this chapter).

Thus, the main adjustments to our IFRS results consist of:

• Underlying results measures: we present what we call

underlying results measures which exclude items outside the

ordinary course of business and reclassify certain items under

some headings of the underlying income statement as described

at the end of section[4.2 ‘Results](#i6ecb2a0d58d04b53bfadfa2a833efaa7_676)[’](#i6ecb2a0d58d04b53bfadfa2a833efaa7_676) in this chapter and in  [note 52.c](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1237)

to the consolidated financial statements. In our view, this

provides a better year-on-year comparison.

In section [5. 'Financial information by segment'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_691), we present

results by primary and secondary segments only in underlying

terms in accordance with IFRS 8. We reconcile them in aggregate

terms with our IFRS consolidated results in [note 52.c](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1237) to the

consolidated financial statements.

• Local currency measures: we use certain non-IFRS financial

indicators in local currency to assess our ongoing operating

performance. They include the results from our subsidiary banks

outside the eurozone excluding the exchange rate impact (i.e., in

constant euros) except for Argentina and any grouping which

includes it . For further information, see section  [6. 'Alternative](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778)

[performance measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) of this chapter, which explains how we

exclude the exchange rate impact from financial measures in

local currency. Because changes in exchange rates have a non-

operating impact on results, we believe assessing performance in

local currency provides management and investors a more

meaningful assessment of performance.

We have rounded certain figures in this consolidated directors'

report to present them more clearly. Thus, the amounts given in

the totals columns and rows of tables in certain instances may not

match the sum of that column or row.

#### 4.1 Overview of Santander

Santander is a Retail and Consumer global powerhouse and one of

the largest banks in the eurozone. As at 31 December 2025, we

had EUR 1,867,515 million in assets, ranking first in the eurozone

by market capitalization (EUR 147,921 million as at 31 December

2025).

#### The Santander Way

Our Purpose is to help people and businesses prosper. Our Aim is

to be the best open financial services platform, by acting

responsibly and earning the lasting loyalty of our stakeholders by

being Simple, Personal and Fair in all we do.

Thanks to the advantages provided by our network effect, our

geographic and business diversification and our scale, over the past

four years we have succeeded in surpassing our record results year

after year through our global business model and ONE

Transformation. This has enabled us to operate more efficiently

through the operational leverage delivered by our transformation

strategy.

Within the Group, we engage in a wide range of typical banking

activities, operations and services to meet all our customers'

needs. We do not only work to meet our legal and regulatory

obligations but we also aim to exceed the expectations of our

stakeholders: employees, customers, shareholders and

communities.

• We are committed to continuously improving the experience of

the  198,403 employees who are part of Santander. Our goal is to

attract and retain the best talent by offering an attractive value

proposition that prioritizes personal growth, an inspiring culture

and working conditions that ensure the health and well-being of

our people through initiatives that help improve work-life

balance. Furthermore, we promote an environment that

prioritizes inclusion, where all voices are valued and individuals

feel safe and free to express their identity, ideas and opinions.

We continue to use our listening channel, Your Voice, to

periodically assess the engagement and experience of our

professionals, which once again showed excellent results in

2025.

Annual report 2025421

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

• Customer  focus is an essential part our strategy. We are a Retail

and Consumer global powerhouse with 180 million customers.

We continue to build a digital bank with branches to be the

number one bank for our customers. By listening to our

customers' needs, we are strengthening Santander's position as

their trusted financial partner.

We continue to change and adapt to our customers' evolving

needs to offer the best products, an agile and frictionless

customer experience for daily needs and competitive prices.

Throughout 2025, we undertook significant initiatives to

transform customer experience and strengthen our value

proposition. This was reflected in our customer growth rates and

Net Promoter Score (NPS) improvement where we are one of the

top three banks in nine of our markets.

In addition, in the digital space, we enhanced self-service

capabilities and user experiences, by incorporating AI to simplify

and streamline processes and remove operational burdens from

our employees, enabling them to focus on advising customers

while delivering a more personalized service.

At year end, we had 7,124 branches, including traditional ones

and other specialized centres for businesses, private banking,

universities and other customer segments.

These physical spaces have evolved to integrate traditional

services with digital facilities. With this approach, we continue to

expand our Work Café branch concept, through which we seek to

establish collaborative spaces, which enable native digital

customers to have a better experience and integrate their

financial transactions into their daily lives.

At the same time, customer interactions continued their

structural shift towards digital and remote services with high

user experience standards. As at 31 December 2025, we had

more than 63 million digital customers (6% more than in 2024)

and 70% of our products services are now digitally available (up

from 62% in 2024).

At Santander, we appreciate the value of the human connection

that our branch network provides and are mindful of our most

vulnerable customers' needs, responding with tailored offers,

thereby increasing customer loyalty and improving customer

experience.

We are committed to creating products and services tailored to

our customers’ needs. We have adapted our branches, products,

services and channels to ensure universal physical and digital

access for people with disabilities and older adults. In the

countries where we operate, we offer value propositions

specifically aimed at senior customers. For example, we provide

tailored products for retirees in Mexico and Argentina, services

such as SuperLinha Senior in Portugal to support older people

with limited digital skills, and third-party access initiatives in the

UK to assist older individuals who require carers. In Spain, we

provide customers in limited access (or sparsely populated) areas

access to credit and help combat social exclusion in communities

with less than 10,000 inhabitants, maintaining our Correos Cash

agreement to provide access to cash in areas that might

otherwise have been left unattended with a non-digital solution

through rural letter carriers. In Argentina, we have financial

inclusion branches and remote agents operating in vulnerable

communities. In Uruguay, mobile branches have been deployed

across the country since 2020 to reach areas with low levels of

financial inclusion.

Additionally, within our financial inclusion programmes, we

continue to expand initiatives such as our microfinance

programmes in Latin America (Prospera in Brazil and Colombia,

Tuiio in Mexico and Surgir in Peru). We also complement our

support for financial inclusion with financial education

programmes and financial health solutions for customers. In

Spain, for example, Santander participates in the Social Housing

Fund, which facilitates rental access for low-income individuals

and families, and we have initiatives to support groups facing

difficulties in accessing credit. In the US, we provide loans to

small businesses operating in low- and moderate-income

communities.

Thanks to all our efforts in financial inclusion, we have reached

our goal of achieving 5 million people who benefitted from one

of our financial inclusion initiatives over the 2023–2025 period.

• We also support our communities. The Group has continued to

develop programmes in the communities where it operates to

help address existing social needs. Our support for communities

focuses on education, employability and entrepreneurship, and is

complemented by the provision of targeted financial education

and assistance for vulnerable individuals. Moreover, we have a

strong track record of backing cultural and other social initiatives.

For more information, see the ['Sustainability statement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) chapter.

• For our shareholders, we delivered solid financial results in the

year and met all our targets we had set for 2025.

Once again, we achieved an all-time high attributable profit,

reaching EUR 14,101 million, growing 12% year-on year, +16%

in constant euros. This growth was supported by a good

performance in net fee income and improved efficiency (down to

41.2% in 2025), which translated into increased profitability

(RoTE post-AT1 of 16.3% in 2025). At the same time, we

maintained a solid balance sheet with sound credit quality (cost

of risk was stable at 1.15%) and strong capital generation during

the year, reaching the highest CET1 capital ratio in our history

(the phased-in CET1 ratio was 13.5%).

Additionally, we delivered higher shareholder remuneration with

double-digit value creation in 2025. Our TNAV per share plus

cash dividend per share grew 14% year-on-year and the cash

dividend per share paid during 2025 was 15% greater than cash

dividends per share paid during 2024.

We continued with our share buyback programmes, in line with

our goal to distribute at least EUR 10 billion through share

buybacks charged against 2025 and 2026 results and against

expected capital excess.

Annual report 2025422

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Looking ahead

In 2025, we completed our three-year strategic plan,

demonstrating the strength in our model and the advantages our

scale and network effect offer across our five global businesses, as

well as the insight gained from our presence in our local markets.

On 25 February 2026, the date of publication of this Annual report,

we also held our Investor Day, at which the new strategic plan for

the next three years was presented. We remain focused on our

three fundamental principles:

• Think Value:  creating value through-the-cycle, delivering

double-digit value creation.

• Think Customer: building a digital bank with branches with well-

targeted products and services to grow our customer base.

• Think Global: leveraging global and in-market scale, network

and tech to deliver world class-services and accelerate profitable

growth.

For 2026, the Group's targets will be centred on achieving mid-

single digit revenue growth, reducing costs in constant euros and

increasing profit year-on-year, all excluding perimeter impacts

from the announced operations, in addition to ending the year with

the capital ratio CET1 between 12.8-13%.

In relation to the announced operations, in 2026 we will work to

complete the acquisitions of TSB in the UK and Webster Financial

Corporation in the US, strengthening our position in two of our key

markets. We expect that these acquisitions, together with our new

strategic plan, will enable us to drive profitability in each of the

countries where we operate and to generate synergies and new

opportunities across the Group’s different global businesses and

markets.

Annual report 2025423

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 4.2 Results

#### Statutory income statement

|  |
| --- |
|  |
| As a result of the announcement of the Poland disposal in Q2 2025 and in accordance with IFRS 5 requirements, in the statutory  income statement, results associated with the business subject to the Poland disposal are reported under a single line item in the  consolidated income statement — 'profit or loss after tax from discontinued operations' — for the years 2025, 2024 and 2023.  Consequently, the results from the Poland disposal perimeter are excluded line by line from the breakdown of continuing operations  in all the periods presented herein. For further information, see section 2. 'Significant events in 2025' of this chapter. |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Condensed income statement | | | | | |
| EUR million | | | | | |
|  |  |  | Change | |  |
|  | 2025 | 2024 | Absolute | % | 2023 |
| Net interest income | 42,348 | 43,787 | (1,439) | (3.3) | 40,650 |
| Net fee income (commission income minus commission expense) | 12,976 | 12,376 | 600 | 4.8 | 11,495 |
| Gains or losses on financial assets and liabilities and exchange differences (net)A | 2,362 | 2,211 | 151 | 6.8 | 2,565 |
| Dividend income | 715 | 710 | 5 | 0.7 | 568 |
| Income from companies accounted for using the equity method | 665 | 687 | (22) | (3.2) | 591 |
| Other operating income/expensesB | (396) | (1,391) | 995 | (71.5) | (1,618) |
| Total income | 58,670 | 58,380 | 290 | 0.5 | 54,251 |
| Operating expenses | (24,711) | (25,149) | 438 | (1.7) | (24,632) |
| Administrative expenses | (21,533) | (21,970) | 437 | (2.0) | (21,546) |
| Staff costs | (13,633) | (13,825) | 192 | (1.4) | (13,275) |
| Other general administrative expenses | (7,900) | (8,145) | 245 | (3.0) | (8,271) |
| Depreciation and amortization | (3,178) | (3,179) | 1 | 0.0 | (3,086) |
| Provisions or reversal of provisions | (2,729) | (3,465) | 736 | (21.2) | (2,410) |
| Impairment or reversal of impairment of financial assets not measured at fair value through  profit or loss (net) | (12,546) | (12,136) | (410) | 3.4 | (12,298) |
| Impairment of other assets (net) | (251) | (624) | 373 | (59.8) | (237) |
| Gains or losses on non-financial assets and investments (net) | — | 368 | (368) | (100.0) | 312 |
| Negative goodwill recognized in results | 22 | — | 22 | — | 39 |
| Gains or losses on non-current assets held for sale not classified as discontinued operations | 226 | (27) | 253 | — | (20) |
| Profit or loss before tax from continuing operations | 18,681 | 17,347 | 1,334 | 7.7 | 15,005 |
| Tax expense or income from continuing operations | (4,723) | (4,844) | 121 | (2.5) | (3,880) |
| Profit from the period from continuing operations | 13,958 | 12,503 | 1,455 | 11.6 | 11,125 |
| Profit or loss after tax from discontinued operations | 1,542 | 1,241 | 301 | 24.3 | 1,058 |
| Profit for the period | 15,500 | 13,744 | 1,756 | 12.8 | 12,183 |
| Profit attributable to non-controlling interests | (1,399) | (1,170) | (229) | 19.6 | (1,107) |
| Profit attributable to the parent | 14,101 | 12,574 | 1,527 | 12.1 | 11,076 |

Note: the summarized income statement groups some lines of the [consolidated income statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_934) of the consolidated financial statements as follows:

A. ‘Gain or losses on financial assets and liabilities not measured at fair value through profit or loss, net’; ‘Gain or losses on financial assets and liabilities held for trading, net’;

‘Gains or losses on non-trading financial assets and liabilities mandatorily at fair value through profit or loss’; ‘Gain or losses on financial assets and liabilities measured at fair

value through profit or loss, net’; ‘Gain or losses from hedge accounting, net’; and ‘Exchange differences, net’.

B. Other operating income’; ‘Other operating expenses’; ’Income from insurance and reinsurance contracts’; and ‘Expenses from insurance and reinsurance contracts’.

Annual report 2025424

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Main income statement items

In accordance with IFRS 5 requirements, results associated with

the business subject to the Poland disposal are reported under a

single line item in the consolidated income statement — 'profit/

(loss) after tax from discontinued operations' — for the years 2025,

2024 and 2023. For further information, see section 2. 'Significant

events in 2025' of this report.

As a result, the consolidated income statement data for the years

ended 31 December 2024 and 2023 differ from the consolidated

income statement data for such periods filed with the SEC on 28

February 2025.

In the consolidated balance sheet, the assets associated with the

businesses subject to the Poland disposal are classified under the

'non-current assets held for sale' line item and the related

liabilities under 'liabilities associated with non-current assets held

for sale' solely for the year ended 31 December 2025.

This classification does not affect balance sheets for the years

ended 31 December 2024 and 2023.

However, to facilitate analysis and ensure comparability of the

information in the following tables related to average balances and

volumes, profitability and cost analysis were calculated classifying

assets and liabilities associated with the businesses subject to the

Poland disposal under 'assets/liabilities from discontinued

operations' in both of the periods presented.

In 2025, profit attributable to the parent reached a new record of

EUR  14,101 million, representing a year-on-year increase of  12 %,

compared to the EUR  12,574 million recorded in 2024. This

increase was backed by the good performance of our global

businesses which grew strongly.

#### Total income

Total income amounted to EUR 58,670 million in 2025, compared

to EUR 58,380 million in 2024, a slight increase year-on-year

(+0.5%). Net interest income and net fee income accounted for

around 95% of total income. By line item:

#### Net interest income

Net interest income amounted to EUR 42,348  million, 3 % lower

than 2024, due to the impact from the sharp fall in interest rates in

Argentina compared to 2024, especially in Retail, as well as a

decline in Wealth.

This decrease was partially offset by the good performance in

Payments, boosted by higher activity, and Consumer, due to active

margin management and higher volumes.

The tables below show the average balances of each year

calculated as the monthly average over the period, which we

believe should not differ materially from using daily balances, and

the interest generated.

The tables below also include average balances and interest rates

in 2025 and 2024, based on the domicile of the entities at which

the relevant assets or liabilities are recorded. Domestic balances

relate to our entities domiciled in Spain. International balances

relate to entities domiciled outside of Spain (reflecting our foreign

activity), and are divided into mature markets (the US and Europe,

except Spain) and developing markets (South America and Mexico).

The average balance of interest-earning assets in 2025 was 2%

higher than in 2024. The activity of our entities in the domestic

market increased 7% year-on-year and 1% in international mature

markets, while in international developing markets they decreased

1%.

The average balance of interest-bearing liabilities in 2025 was 1%

higher year-on-year, with growth in the domestic market (+5%

year-on-year) whereas international developing markets were 1%

lower year-on-year and international mature markets were flat.

The average return on interest-earning assets decreased from

7.03% in 2024 to 6.42% in 2025, due to the lower interest rate

environment. By market, it fell 68 bps year-on-year in the domestic

market, -53 bps year-on-year in our international mature markets,

and -36 bps year-on-year in our international developing markets.

The average cost of interest-bearing liabilities decreased 45 bps in

2025 to 3.97%. By market, domestic and international markets

performed in line with the average yield on assets, decreasing 53

bps and 61 bps, respectively. However, in international developing

markets it rose 22 bps.

We calculated the change in interest income/(expense) shown in

the tables below by:

• Applying the interest rate of the previous period to the difference

between the average balances from the current and previous

periods to obtain the change in volumes.

• Applying the difference between the rates from the current and

previous periods to the average balance from the previous year

to obtain the change in interest rate.

Both interest income and expense decreased in 2025, mainly due

to lower interest rates across most of our footprint.

Annual report 2025425

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Average balance sheet - assets and interest income | | | | | | | |
| EUR million |  |  |  |  |  |  |  |
|  | 2025 | | |  | 2024 | | |
| Assets | Average  balance | Interest | Average  rate |  | Average  balance | Interest | Average  rate |
| Cash balances at central banks and other deposits on demand, and loans  and advances to central banks and credit institutions | 282,529 | 13,663 | 4.84% |  | 285,813 | 16,140 | 5.65% |
| Domestic | 115,906 | 3,577 | 3.09% |  | 108,705 | 4,701 | 4.32% |
| International - Mature markets | 104,584 | 4,411 | 4.22% |  | 114,350 | 5,700 | 4.98% |
| International - Developing markets | 62,039 | 5,675 | 9.15% |  | 62,758 | 5,739 | 9.14% |
|  |  |  |  |  |  |  |  |
| of which: |  |  |  |  |  |  |  |
| Reverse repurchase agreements | 63,091 | 4,954 | 7.85% |  | 63,820 | 5,533 | 8.67% |
| Domestic | 34,605 | 1,646 | 4.76% |  | 32,739 | 1,901 | 5.81% |
| International - Mature markets | 6,902 | 415 | 6.01% |  | 8,085 | 492 | 6.09% |
| International - Developing markets | 21,584 | 2,893 | 13.40% |  | 22,996 | 3,140 | 13.65% |
|  |  |  |  |  |  |  |  |
| Loans and advances to customers | 1,022,507 | 70,830 | 6.93% |  | 1,018,241 | 74,900 | 7.36% |
| Domestic | 265,675 | 10,861 | 4.09% |  | 265,043 | 12,272 | 4.63% |
| International - Mature markets | 569,580 | 32,180 | 5.65% |  | 562,488 | 33,884 | 6.02% |
| International - Developing markets | 187,252 | 27,789 | 14.84% |  | 190,710 | 28,744 | 15.07% |
|  |  |  |  |  |  |  |  |
| of which: |  |  |  |  |  |  |  |
| Reverse repurchase agreements | 71,826 | 5,234 | 7.29% |  | 61,528 | 5,884 | 9.56% |
| Domestic | 10,837 | 380 | 3.51% |  | 12,410 | 468 | 3.77% |
| International - Mature markets | 59,968 | 4,725 | 7.88% |  | 48,161 | 5,310 | 11.03% |
| International - Developing markets | 1,021 | 129 | 12.63% |  | 957 | 106 | 11.08% |
|  |  |  |  |  |  |  |  |
| Debt securities | 280,413 | 15,890 | 5.67% |  | 246,539 | 15,431 | 6.26% |
| Domestic | 119,990 | 3,975 | 3.31% |  | 94,607 | 3,478 | 3.68% |
| International - Mature markets | 71,725 | 2,539 | 3.54% |  | 64,140 | 2,174 | 3.39% |
| International - Developing markets | 88,698 | 9,376 | 10.57% |  | 87,792 | 9,779 | 11.14% |
|  |  |  |  |  |  |  |  |
| Income from hedging operations |  | 1,420 |  |  |  | 2,470 |  |
| Domestic |  | 396 |  |  |  | 152 |  |
| International - Mature markets |  | 974 |  |  |  | 2,001 |  |
| International - Developing markets |  | 50 |  |  |  | 317 |  |
|  |  |  |  |  |  |  |  |
| Other interest |  | (93) |  |  |  | 71 |  |
| Domestic |  | (256) |  |  |  | (71) |  |
| International - Mature markets |  | 35 |  |  |  | 42 |  |
| International - Developing markets |  | 128 |  |  |  | 100 |  |
|  |  |  |  |  |  |  |  |
| Total interest-earning assets | 1,585,449 | 101,710 | 6.42% |  | 1,550,593 | 109,012 | 7.03% |
| Domestic | 501,571 | 18,553 | 3.70% |  | 468,355 | 20,532 | 4.38% |
| International - Mature markets | 745,889 | 40,139 | 5.38% |  | 740,978 | 43,801 | 5.91% |
| International - Developing markets | 337,989 | 43,018 | 12.73% |  | 341,260 | 44,679 | 13.09% |
|  |  |  |  |  |  |  |  |
| Other non-interest earning assets | 190,583 |  |  |  | 193,101 |  |  |
| Assets from discontinued operations | 67,080 |  |  |  | 59,578 |  |  |
| Average total assets | 1,843,112 | 101,710 |  |  | 1,803,272 | 109,012 |  |

Annual report 2025426

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Average balance sheet - liabilities and interest expense | | | | | | | |
| EUR million | | | | | | | |
|  | 2025 | | |  | 2024 | | |
| Liabilities and stockholders’ equity | Average  balance | Interest | Average  rate |  | Average  balance | Interest | Average  rate |
| Deposits from central banks and credit institutions | 141,619 | 8,151 | 5.76% |  | 151,986 | 9,381 | 6.17% |
| Domestic | 63,551 | 2,594 | 4.08% |  | 60,256 | 2,960 | 4.91% |
| International - Mature markets | 31,824 | 1,537 | 4.83% |  | 44,633 | 2,447 | 5.48% |
| International - Developing markets | 46,244 | 4,020 | 8.69% |  | 47,097 | 3,974 | 8.44% |
|  |  |  |  |  |  |  |  |
| of which: |  |  |  |  |  |  |  |
| Repurchase agreements | 69,047 | 4,696 | 6.80% |  | 63,556 | 4,539 | 7.14% |
| Domestic | 43,163 | 1,910 | 4.43% |  | 37,663 | 1,973 | 5.24% |
| International - Mature markets | 8,195 | 478 | 5.83% |  | 8,773 | 579 | 6.60% |
| International - Developing markets | 17,689 | 2,308 | 13.05% |  | 17,120 | 1,987 | 11.61% |
|  |  |  |  |  |  |  |  |
| Customer deposits | 1,024,250 | 31,735 | 3.10% |  | 994,107 | 35,714 | 3.59% |
| Domestic | 354,809 | 3,884 | 1.09% |  | 321,519 | 4,944 | 1.54% |
| International - Mature markets | 471,883 | 13,336 | 2.83% |  | 472,750 | 16,283 | 3.44% |
| International - Developing markets | 197,558 | 14,515 | 7.35% |  | 199,838 | 14,487 | 7.25% |
|  |  |  |  |  |  |  |  |
| of which: |  |  |  |  |  |  |  |
| Repurchase agreements | 101,424 | 7,405 | 7.30% |  | 85,139 | 8,207 | 9.64% |
| Domestic | 33,963 | 798 | 2.35% |  | 14,124 | 586 | 4.15% |
| International - Mature markets | 46,316 | 4,230 | 9.13% |  | 48,115 | 5,278 | 10.97% |
| International - Developing markets | 21,145 | 2,377 | 11.24% |  | 22,900 | 2,343 | 10.23% |
|  |  |  |  |  |  |  |  |
| Marketable debt securities A | 308,272 | 15,066 | 4.89% |  | 307,931 | 14,612 | 4.75% |
| Domestic | 136,229 | 4,890 | 3.59% |  | 147,606 | 5,330 | 3.61% |
| International - Mature markets | 127,870 | 5,360 | 4.19% |  | 117,291 | 5,323 | 4.54% |
| International - Developing markets | 44,173 | 4,816 | 10.90% |  | 43,034 | 3,959 | 9.20% |
|  |  |  |  |  |  |  |  |
| of which: |  |  |  |  |  |  |  |
| Commercial paper | 20,386 | 759 | 3.72% |  | 25,809 | 1,244 | 4.82% |
| Domestic | 11,707 | 347 | 2.96% |  | 17,046 | 727 | 4.26% |
| International - Mature markets | 6,962 | 265 | 3.81% |  | 7,143 | 339 | 4.75% |
| International - Developing markets | 1,717 | 147 | 8.56% |  | 1,620 | 178 | 10.99% |
|  |  |  |  |  |  |  |  |
| Other interest-bearing liabilities | 22,841 | 679 | 2.97% |  | 22,762 | 672 | 2.95% |
| Domestic | 17,741 | 504 | 2.84% |  | 17,151 | 490 | 2.86% |
| International - Mature markets | 3,658 | 36 | 0.98% |  | 3,707 | 17 | 0.46% |
| International - Developing markets | 1,442 | 139 | 9.64% |  | 1,904 | 165 | 8.67% |
|  |  |  |  |  |  |  |  |
| Expenses from hedging operations |  | 1,762 |  |  |  | 3,066 |  |
| Domestic |  | 620 |  |  |  | 1,159 |  |
| International - Mature markets |  | 1,009 |  |  |  | 1,325 |  |
| International - Developing markets |  | 133 |  |  |  | 582 |  |
|  |  |  |  |  |  |  |  |
| Other interest |  | 1,969 |  |  |  | 1,780 |  |
| Domestic |  | 843 |  |  |  | 741 |  |
| International - Mature markets |  | 388 |  |  |  | 282 |  |
| International - Developing markets |  | 738 |  |  |  | 757 |  |
|  |  |  |  |  |  |  |  |
| Total interest-bearing liabilities | 1,496,982 | 59,362 | 3.97% |  | 1,476,786 | 65,225 | 4.42% |
| Domestic | 572,330 | 13,335 | 2.33% |  | 546,532 | 15,624 | 2.86% |
| International - Mature markets | 635,235 | 21,666 | 3.41% |  | 638,381 | 25,677 | 4.02% |
| International - Developing markets | 289,417 | 24,361 | 8.42% |  | 291,873 | 23,924 | 8.20% |
|  |  |  |  |  |  |  |  |
| Other non-interest bearing liabilities | 176,158 |  |  |  | 168,212 |  |  |
| Non-controlling interests | 8,871 |  |  |  | 8,398 |  |  |
| Total stockholders´ equity | 101,497 |  |  |  | 96,744 |  |  |
| Liabilities from discontinued operations | 59,604 |  |  |  | 53,132 |  |  |
| Average total liabilities and stockholders´ equity | 1,843,112 | 59,362 |  |  | 1,803,272 | 65,225 |  |

A. Does not include contingently convertible preference shares and perpetual subordinated notes because they do not accrue interest. We include them under 'Other non-

interest-bearing liabilities'.

Annual report 2025427

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Volume and profitability analysis | | | | |
| EUR million | | | | |
|  | 2025 vs. 2024 | | | |
|  | Increase (decrease) due to changes in | | | |
| Interest income | Volume | Rate |  | Total change |
| Cash and deposits on demand and loans and advances to central banks and credit institutions | (231) | (2,246) |  | (2,477) |
| Domestic | 295 | (1,419) |  | (1,124) |
| International - Mature markets | (460) | (829) |  | (1,289) |
| International - Developing markets | (66) | 2 |  | (64) |
|  |  |  |  |  |
| of which: |  |  |  |  |
| Reverse repurchase agreements | (157) | (422) |  | (579) |
| Domestic | 104 | (359) |  | (255) |
| International - Mature markets | (71) | (6) |  | (77) |
| International - Developing markets | (190) | (57) |  | (247) |
|  |  |  |  |  |
| Loans and advances to customers | (65) | (4,005) |  | (4,070) |
| Domestic | 29 | (1,440) |  | (1,411) |
| International - Mature markets | 423 | (2,127) |  | (1,704) |
| International - Developing markets | (517) | (438) |  | (955) |
|  |  |  |  |  |
| of which: |  |  |  |  |
| Reverse repurchase agreements | 1,080 | (1,730) |  | (650) |
| Domestic | (57) | (31) |  | (88) |
| International - Mature markets | 1,130 | (1,715) |  | (585) |
| International - Developing markets | 7 | 16 |  | 23 |
|  |  |  |  |  |
| Debt securities | 1,231 | (772) |  | 459 |
| Domestic | 866 | (369) |  | 497 |
| International - Mature markets | 265 | 100 |  | 365 |
| International - Developing markets | 100 | (503) |  | (403) |
|  |  |  |  |  |
| Income from hedging income | (1,050) | — |  | (1,050) |
| Domestic | 244 | — |  | 244 |
| International - Mature markets | (1,027) | — |  | (1,027) |
| International - Developing markets | (267) | — |  | (267) |
|  |  |  |  |  |
| Other interest | (164) | — |  | (164) |
| Domestic | (185) | — |  | (185) |
| International - Mature markets | (7) | — |  | (7) |
| International - Developing markets | 28 | — |  | 28 |
|  |  |  |  |  |
| Total interest-earning assets | (279) | (7,023) |  | (7,302) |
| Domestic | 1,249 | (3,228) |  | (1,979) |
| International - Mature markets | (806) | (2,856) |  | (3,662) |
| International - Developing markets | (722) | (939) |  | (1,661) |

Annual report 2025428

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Volume and cost analysis |  |  |  |  |
| EUR million |  |  |  |  |
|  | 2025 vs. 2024 | | | |
|  | Increase (decrease) due to changes in | | | |
| Interest expense | Volume | Rate |  | Total change |
| Deposits from central banks and credit institutions | (561) | (669) |  | (1,230) |
| Domestic | 155 | (521) |  | (366) |
| International - Mature markets | (643) | (267) |  | (910) |
| International - Developing markets | (73) | 119 |  | 46 |
|  |  |  |  |  |
| of which: |  |  |  |  |
| Repurchase agreements | 297 | (140) |  | 157 |
| Domestic | 266 | (329) |  | (63) |
| International - Mature markets | (37) | (64) |  | (101) |
| International - Developing markets | 68 | 253 |  | 321 |
|  |  |  |  |  |
| Customer deposits | 277 | (4,256) |  | (3,979) |
| Domestic | 473 | (1,533) |  | (1,060) |
| International - Mature markets | (30) | (2,917) |  | (2,947) |
| International - Developing markets | (166) | 194 |  | 28 |
|  |  |  |  |  |
| of which: |  |  |  |  |
| Repurchase agreements | 172 | (974) |  | (802) |
| Domestic | 550 | (338) |  | 212 |
| International - Mature markets | (191) | (857) |  | (1,048) |
| International - Developing markets | (187) | 221 |  | 34 |
|  |  |  |  |  |
| Marketable debt securities | 158 | 296 |  | 454 |
| Domestic | (409) | (31) |  | (440) |
| International - Mature markets | 460 | (423) |  | 37 |
| International - Developing markets | 107 | 750 |  | 857 |
|  |  |  |  |  |
| of which: |  |  |  |  |
| Commercial paper | (191) | (294) |  | (485) |
| Domestic | (193) | (187) |  | (380) |
| International - Mature markets | (8) | (66) |  | (74) |
| International - Developing markets | 10 | (41) |  | (31) |
|  |  |  |  |  |
| Other interest-bearing liabilities | (26) | 33 |  | 7 |
| Domestic | 17 | (3) |  | 14 |
| International - Mature markets | 0 | 19 |  | 19 |
| International - Developing markets | (43) | 17 |  | (26) |
|  |  |  |  |  |
| Expenses from hedging expenses | (1,304) | — |  | (1,304) |
| Domestic | (539) | — |  | (539) |
| International - Mature markets | (316) | — |  | (316) |
| International - Developing markets | (449) | — |  | (449) |
|  |  |  |  |  |
| Other interest | 189 | — |  | 189 |
| Domestic | 102 | — |  | 102 |
| International - Mature markets | 106 | — |  | 106 |
| International - Developing markets | (19) | — |  | (19) |
|  |  |  |  |  |
| Total interest-bearing liabilities | (1,267) | (4,596) |  | (5,863) |
| Domestic | (201) | (2,088) |  | (2,289) |
| International - Mature markets | (423) | (3,588) |  | (4,011) |
| International - Developing markets | (643) | 1,080 |  | 437 |

Annual report 2025429

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Net interest income. Volume, profitability and cost analysis summary |  |  |  |  |
| EUR million |  |  |  |  |
|  | 2025 vs. 2024 | | | |
|  | Increase (decrease) due to  changes in | |  |  |
|  | Volume | Rate |  | Total change |
| Interest income | (279) | (7,023) |  | (7,302) |
| Domestic | 1,249 | (3,228) |  | (1,979) |
| International - Mature markets | (806) | (2,856) |  | (3,662) |
| International - Developing markets | (722) | (939) |  | (1,661) |
|  |  |  |  |  |
| Interest expense | (1,267) | (4,596) |  | (5,863) |
| Domestic | (201) | (2,088) |  | (2,289) |
| International - Mature markets | (423) | (3,588) |  | (4,011) |
| International - Developing markets | (643) | 1,080 |  | 437 |
|  |  |  |  |  |
| Net interest income | 988 | (2,427) |  | (1,439) |
| Domestic | 1,450 | (1,140) |  | 310 |
| International - Mature markets | (383) | 732 |  | 349 |
| International - Developing markets | (79) | (2,019) |  | (2,098) |

|  |
| --- |
|  |
| Net interest income |
| EUR million |

![4457]()

|  |  |
| --- | --- |
|  |  |
| -3% |  |
| 2025 vs. 2024 | |
|  |  |

|  |
| --- |
|  |
| Net fee income |
| EUR million |

![4463]()

|  |  |
| --- | --- |
|  |  |
| +5% |  |
| 2025 vs. 2024 | |
|  |  |

#### Net fee income

Net fee income totalled EUR 12,976 million in 2025 and grew 5 %

compared to 2024, with good performances across most

businesses, especially in Wealth and Payments, boosted by higher

activity.

For more details, see [note 41](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1174) and [note 42](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1177) to the consolidated

financial statements.

Gains or losses on financial assets and liabilities and

#### exchange differences (net)

Gains on financial transactions and liabilities and exchange

differences (net) stood at EUR 2,362 million (EUR 2,211 million in

2024), mainly due to lower impacts from foreign exchange hedges

in Corporate Centre and results in Portfolio Investments in Wealth.

Gains or losses on financial assets and liabilities stem from mark-

to-market valuations of the trading portfolio and derivative

instruments, which include spot market foreign exchange

transactions, sales of investment securities and liquidation of our

hedging and other derivative positions.

For more details, see [note 43](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1180) to the consolidated financial

statements.

Exchange rate differences primarily show gains and losses from

foreign exchange and the differences that arise from converting

monetary items in foreign currencies to the functional currency,

and from selling non-monetary assets denominated in foreign

currency at the time of their disposal. Given Santander manages

currency exposures with derivative instruments, the changes in this

line should be analysed together with gains or losses on financial

assets and liabilities.

For more details, see [note 44](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1183) to the consolidated financial

statements.

Annual report 2025430

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Dividend income

Dividend income was EUR 715 million in 2025 (EUR 710 million in

2024).

#### Income from companies accounted for by the equity

#### method

The income from companies accounted for by the equity method

reached EUR  665 million in 2025 compared to EUR 687 million in

2024.

#### Other operating income/expenses

Other operating income recorded a loss of EUR 396 million in 2025.

This compares to a EUR 1,391 million loss in 2024 affected by a

larger hyperinflation adjustment in Argentina and the charge

relating to the temporary levy on revenue earned in Spain (EUR 335

million), whereas in 2025 the tax on expected revenue earned in

Spain for the year was recorded under the ‘tax expense or income

from continuing operations' line.

For more details, see [note 45](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1186) to the consolidated financial

statement.

#### Operating expenses

Operating expenses amounted to EUR 24,711 million in 2025, 2 %

lower than 2024, reflecting our progress in transformation.

Our cost management continued to focus on improving our

efficiency ratio and, as a result, we remained among the most

efficient global banks.

Our business transformation plan, ONE Transformation, continued

to progress across our footprint, reflected in increased operational

leverage and better business dynamics.

For more details, see [note 46](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1189) and [note 47](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1204) to the consolidated

financial statements.

#### Provisions or reversal of provisions

Provisions (net of provisions reversals) amounted to EUR 2,729

million in 2025 compared to EUR 3,465 million in 2024 which

included the charges after discontinuing our Superdigital platform

in Latin America in Q2 2024.

Additionally, both in Q4 2025 and Q4 2024 provisions included a

charge from provisions for potential complaints related to motor

finance dealer commissions in the UK (EUR 214 million and EUR 353

million, respectively).

For more details, see [note 25](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1096) to the consolidated financial

statements.

#### Impairment or reversal of impairment of financial assets

#### not measured at fair value through profit or loss (net)

Impairment or reversal of impairment of financial assets not

measured at fair value through profit or loss (net) was EUR 12,546

million in 2025 (EUR 12,136 million in 2024).

#### Impairment on other assets (net)

The impairment on other assets (net) was EUR 251 million in 2025.

In 2024, the impairment amounted to EUR 624 million and

included the charge registered in Q2 2024 in PagoNxt after

discontinuing our merchant platform in Germany.

#### Gains or losses on non-financial assets and investments

#### (net)

No amount was recorded in gains or losses on non-financial assets

and investments (net) in 2025. In 2024, it stood at EUR 368 million

and included the gain recorded in Q2 2024 from an agreement

with Sodexo in Brazil (EUR 352 million).

For more details, see [note 48](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1216) to the consolidated financial

statements.

#### Negative goodwill recognized in results

In 2025, negative goodwill recognized in results was EUR 22

million relating to the acquisition of CrediScotia Financiera from

Scotiabank in Q1 2025 which expands Consumer's presence in

Peru. No negative goodwill was recorded in 2024.

#### Gains or losses on non-current assets held for sale not

#### classified as discontinued operations

This item, which mainly includes impairment of foreclosed assets

recorded and the sale of properties acquired upon foreclosure,

recorded a EUR 226 million gain in 2025 which included a capital

gain of EUR 231 million in Q2 2025 from the sale of Santander’s

remaining 30.5% stake in CACEIS. In 2024, this line recorded a loss

of EUR 27 million.

For more details, see [note 49](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1219) to the consolidated financial

statements.

Annual report 2025431

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Impairment or reversal of impairment of financial assets not measured at fair value through profit or loss (net) | | | |
| EUR million |  |  |  |
|  | 2025 | 2024 | 2023 |
| Financial assets at fair value through other comprehensive income | 29 | (1) | 25 |
| Financial assets at amortized cost | 12,517 | 12,137 | 12,274 |
| Impairment or reversal of impairment of financial assets not measured at fair value through  profit or loss and net gains and losses from changes | 12,546 | 12,136 | 12,299 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Impairment on other assets (net) | | | |
| EUR million |  |  |  |
|  | 2025 | 2024 | 2023 |
| Impairment of investments in subsidiaries, joint ventures and associates, net | — | — | — |
| Impairment on non-financial assets, net | 251 | 624 | 236 |
| Tangible assets | 129 | 382 | 135 |
| Intangible assets | 112 | 231 | 73 |
| Others | 10 | 11 | 28 |
| Impairment on other assets (net) | 251 | 624 | 236 |

#### Profit or loss before tax from continuing operations

Profit before tax was EUR 18,681 million in 2025, +8% year-on-

year, supported by the good performance of net fee income and

cost discipline.

#### Tax expense or income from continuing operations

Total income tax was EUR 4,723 million in 2025 (compared to EUR

4,844 million in 2024) which includes EUR 353 million

corresponding to the expected tax on income obtained in Spain for

the year.

#### Profit or loss after tax from discontinued operations

Profit or loss after tax from discontinued operations totalled EUR

1,542 million in 2025 compared to EUR 1,241 million in 2024. This

line records the results associated with the Poland disposal, which

increased year-on-year driven by a good revenue performance and

lower provisions.

|  |
| --- |
|  |
| Profit attributable to the parent |
| EUR million |

![9768]()

|  |  |
| --- | --- |
|  |  |
| +12% |  |
| 2025 vs. 2024 | |
|  |  |

#### Profit attributable to non-controlling interests

Profit attributable to non-controlling interests stood at EUR 1,399

million in 2025 (EUR 1,170 million in 2024).

For more details, see [note 28](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1126) to the consolidated financial

statements.

#### Profit attributable to the parent

Profit attributable to the parent amounted to EUR 14,101 million in

2025, 12% higher than the EUR  12,574 million in 2024.

|  |
| --- |
|  |
| Earnings per share |
| EUR |

![10360]()

|  |  |
| --- | --- |
|  |  |
| +17% | |
| 2025 vs. 2024 | |
|  |  |

Annual report 2025432

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Underlying income statement

|  |
| --- |
|  |
|  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| → Fourth consecutive year of record revenue, which boosted profit to an all-time high in 2025.  → Efficiency improvement and profitable growth, supported by the operational leverage resulting from the execution of  ONE Transformation.  → Risk indicators were robust,  underpinned by good risk management and low unemployment. | | | | | |
| Attributable profit | |  | RoTE (post-AT1) |  | RoRWA |
| EUR 14,101 million | +12% in euros |  | 16.3% |  | 2.44% |
| +16% in constant euros |  | +0.8 pp |  | +0.3 pp |
| Note: changes vs. 2024. |  |  |  | | |

Below is the condensed income statement adjusted for items

beyond the ordinary course of business and reclassification of

certain items under some headings of the underlying income

statement, as described in [note 52.c](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1237)  to the consolidated financial

statements, where our segments' aggregate underlying

consolidated results are reconciled to the statutory consolidated

results.

In contrast to the statutory income statement, in the underlying

income statement, results obtained in Poland continue to be

reported line by line and disaggregated, for 2025, 2024 and 2023,

as they were in previous disclosures given that the management of

Santander Poland remained unchanged until the Poland disposal

was completed in January 2026.

For the same reason, all management metrics included in this

underlying income statement section have been calculated

including Poland, i.e. maintaining the same perimeter that existed

at the time of the announcement of the Poland disposal. For

further information, see section [6. 'Alternative performance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778)

[measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) of this chapter.

The Group presents, both at the total Group level and for each of

the business units, the changes in euros registered in the income

statement, as well as variations excluding the exchange rate effect

(i.e. in constant euros, except for Argentina and any grouping which

includes it), understanding that the latter provide a better analysis

of the Group’s management. For further information, see section [6.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778)

['Alternative performance measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) of this chapter.

At the Group level, exchange rates had an unfavourable year-on-

year impact of 3.6 pp on total income and a favourable impact of

3.3 pp on administrative expenses and amortizations, mainly due

to the depreciation of the Brazilian real and the Mexican peso.

To better understand the business trends, we reclassified certain

items under some headings of the underlying income statement.

These reclassifications between the statutory and underlying

income statements include:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Condensed underlying income statement | | | | | | |
| EUR million |  |  |  |  |  |  |
|  |  |  | Change | | |  |
|  | 2025 | 2024 | Absolute | % | % excl. FX | 2023 |
| Net interest income | 45,354 | 46,668 | (1,314) | (2.8) | 0.6 | 43,261 |
| Net fee income | 13,661 | 13,010 | 651 | 5.0 | 9.0 | 12,057 |
| Gains (losses) on financial transactions and exchange differences | 2,436 | 2,273 | 163 | 7.2 | 10.5 | 2,633 |
| Other operating income | 939 | 260 | 679 | 261.2 | 269.7 | (304) |
| Total income | 62,390 | 62,211 | 179 | 0.3 | 3.9 | 57,647 |
| Administrative expenses and amortizations | (25,725) | (26,034) | 309 | (1.2) | 2.1 | (25,425) |
| Net operating income | 36,665 | 36,177 | 488 | 1.3 | 5.1 | 32,222 |
| Net loan-loss provisions | (12,411) | (12,333) | (78) | 0.6 | 5.8 | (12,458) |
| Other gains (losses) and provisions | (3,387) | (4,817) | 1,430 | (29.7) | (28.4) | (3,066) |
| Profit before tax | 20,867 | 19,027 | 1,840 | 9.7 | 13.4 | 16,698 |
| Tax on profit | (5,341) | (5,283) | (58) | 1.1 | 4.2 | (4,489) |
| Profit from continuing operations | 15,526 | 13,744 | 1,782 | 13.0 | 16.9 | 12,209 |
| Net profit from discontinued operations | — | — | — | — | — | — |
| Consolidated profit | 15,526 | 13,744 | 1,782 | 13.0 | 16.9 | 12,209 |
| Non-controlling interests | (1,425) | (1,170) | (255) | 21.8 | 24.7 | (1,133) |
| Net capital gains and provisions | — | — | — | — | — | — |
| Profit attributable to the parent | 14,101 | 12,574 | 1,527 | 12.1 | 16.2 | 11,076 |
| Underlying profit attributable to the parent  A | 14,101 | 12,574 | 1,527 | 12.1 | 16.2 | 11,076 |

A. Excluding net capital gains and provisions.

Annual report 2025433

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

• In 2025:

• As previously explained, in the statutory income statement, the

results associated with the business subject to the Poland

disposal are reported in the 'profit/(loss) after tax from

discontinued operations' line.

However, in the underlying income statement, the results from

Poland are disaggregated across the corresponding line items

as they were in previous disclosures.

• In 2024:

• In the statutory income statement, the results associated with

the business subject to the Poland disposal are reported in the

'profit/(loss) after tax from discontinued operations' line.

However, in the underlying income statement, the results from

Poland are disaggregated across the corresponding line items

as they were in previous disclosures.

• The temporary levy on revenue earned in Spain amounted to

EUR 335 million in Q1 2024, which was reclassified from total

income to other gains (losses) and provisions.

• The recognition of provisions to strengthen the balance sheet

in Brazil, amounted to EUR 352 million gross in Q2 2024 (EUR

174 million net of tax and non-controlling interests).

Additionally, regarding results that fall outside the ordinary course

of our business and are therefore excluded from underlying income

statement:

• In 2025:

• The ‘net capital gains and provisions’ line includes the

following two events of the same value but opposite signs:

- A capital gain in Q2 2025 of EUR 231 million from the sale of

Santander’s remaining 30.5% stake in CACEIS.

- A one-off charge of EUR 467 million in Q2 2025 (EUR 231

million, net of tax and minority interests), which strengthens

the balance sheet after having updated macroeconomic

parameters in Brazil’s credit provisioning models, in

accordance with IFRS 9 regulations.

• In 2024:

• There were no impacts outside the ordinary course of our

business and therefore no amount was recorded under the ‘net

capital gains and provisions’ line.

For more details, see [note 52.c](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1237) to the consolidated financial

statements.

As a result, profit attributable to the parent and underlying profit

were the same (EUR 14,101  million in 2025 and EUR 12,574

million in 2024), with both attributable profit and underlying profit

increasing 12% in euros and  16% in constant euros compared to

2024.

This year-on-year comparison was mainly favoured by the charges

in Q2 2024 related to the discontinuation of our merchant platform

in Germany and Superdigital in Latin America (EUR 243 million, net

of tax and minority interests) and the charge in Q4 2025 related to

the provisions recorded for complaints related to motor finance

dealer commissions in the UK that was less than the provision in

Q4 2024.

Total income amounted to EUR 62,390  million in 2025 and was

flat year-on-year. In constant euros, total income rose 4 % year-

on-year, as follows:

• Net interest income (NII) totalled EUR 45,354 million and

increased 1% year-on-year, even after the impact from the sharp

fall in interest rates in Argentina. Excluding Argentina, NII

increased 3%. By business:

• In Retail, which represents 58% of the NII of the total

operating areas, NII decreased 2%. Excluding Argentina, it was

flat, with positive performances across most countries. Of note

were Mexico, due to volumes and a lower cost of deposits,

Chile supported by a lower cost of deposits and the UK, driven

by higher mortgage profitability and a lower cost of deposits.

• NII grew strongly (+5%) in Consumer (24% of the NII of the

total operating areas), with positive trends across almost all of

our footprint, boosted by active margin management and

higher volumes in DCB Europe and Latin America and

additionally favoured by CrediScotia's integration in Peru.

• In CIB,  NII increased 6%, boosted by Global Markets in Europe

and the US.

• In Wealth, NII decreased 14%, affected by some deposit cost

inelasticity to interest rate declines in Private Banking and by

the lower yield on assets in a lower interest rate environment.

• In Payments, NII grew strongly, +21%, with growth in both

Cards and PagoNxt, due to higher activity.

• Net fee income reached EUR  13,661 million, up 9% year-on-

year, achieving a new record, with growth across all businesses.

This excellent net fee income performance was underpinned by

higher customer activity, network benefits and greater

collaboration between our global businesses. By business:

• In Retail, net fee income increased 6%, supported by higher

commercial activity and a larger customer base.

• In Consumer , net fee income was flat, as double-digit growth

in the US and Latin America was offset by lower net fee income

in DCB Europe which was impacted by new insurance

regulation in Germany.

• In CIB, net fee income increased 9%, reaching record levels

with growth in all business lines.

• In Wealth, net fee income rose 17%, particularly due to Private

Banking and Asset Management.

• In Payments, net fee income increased  15%, driven both by

PagoNxt and Cards, boosted by higher activity.

Annual report 2025434

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Net fee income |  |  |  |
| EUR million |  |  |  |
|  |  |  |  |
|  | 2025 | 2024 | 2023 |
| Asset management business, funds and insurance | 4,527 | 4,374 | 3,967 |
| Credit and debit cards | 2,402 | 2,352 | 2,386 |
| Securities and custody services | 1,461 | 1,289 | 1,086 |
| Account management and availability fees | 2,008 | 2,046 | 2,005 |
| Cheques and payment orders | 795 | 842 | 826 |
| Foreign exchange | 976 | 834 | 797 |
| Charges for past-due/unpaid balances and guarantees | 470 | 305 | 297 |
| Bill discounting | 179 | 190 | 208 |
| Other | 843 | 778 | 484 |
| Net fee income | 13,661 | 13,010 | 12,057 |

• Gains on financial transactions and exchange differences

increased 11%, mainly due to lower impacts from foreign

exchange hedges in the Corporate Centre and results in Portfolio

Investments in Wealth.

• Other operating income improved in 2025 compared to 2024,

primarily due to a less negative impact from the hyperinflation

adjustment in Argentina.

This positive revenue performance enabled us to achieve the target

we set for the year of reaching a revenue level of around EUR 62

billion in the year.

|  |
| --- |
|  |
| Total income |
| EUR million |

![6110]()

|  |  |
| --- | --- |
|  |  |
| 0% | A |
| 2025 vs. 2024 | |
|  |  |

A. In constant euros: +4%.

Administrative expenses and amortizations in 2025 totalled EUR

25,725 million, down 1% year-on-year, in line with our cost target

for the year. In constant euros, costs rose 2% year-on-year. In real

terms, excluding the impact of average inflation and in constant

euros, they fell 1% year-on-year (for further information, see

section [6. 'Alternative performance measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) of this chapter).

We continued to progress with our business transformation plan,

ONE Transformation, reflected in greater operational leverage,

better business dynamics and more streamlined and agile

structures. By business and in constant euros:

• In Retail, administrative expenses and amortizations were flat. In

real terms they fell 4%, driven by the transformation efforts

through organizational and process simplification and the

implementation of our global platform. The efficiency ratio

improved to 39.4%.

• In Consumer, administrative expenses and amortizations

increased 4% year-on-year. In real terms, they grew 2%, driven

by our investment in platforms and Openbank, as well as the

CrediScotia integration, which were partially offset by savings

from our efficiency and transformation efforts. The efficiency

ratio stood at 40.6%.

• In CIB, administrative expenses and amortizations increased 5%

(+2% in real terms), due to our investments in new products and

capabilities to support growth. The efficiency ratio stood at

45.5%, maintaining a leading position among peers.

• In Wealth, administrative expenses and amortizations rose 6%

(+3% in real terms), reflecting investments made to strengthen

PB teams and to develop new capabilities to address the increase

in commercial activity. The efficiency ratio improved to 35.3%.

• In Payments, administrative expenses and amortizations grew

1%, decreasing 3% in real terms, even with our investments in

platforms both in Cards and PagoNxt. The efficiency ratio

improved to 39.2%.

|  |
| --- |
|  |
| Efficiency ratio |
| % |

![32435593095861]()

|  |  |
| --- | --- |
|  |  |
| -0.6 | pp |
| 2025 vs. 2024 | |
|  |  |

Our cost management continued to focus on structurally improving

our efficiency. As a result, we remained one of the most efficient

global banks with an efficiency ratio of 41.2%. This is a 0.6 pp

improvement year-on-year.

Annual report 2025435

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Operating expenses |  |  |  |
| EUR million |  |  |  |
|  |  |  |  |
|  | 2025 | 2024 | 2023 |
| Staff costs | 14,177 | 14,328 | 13,726 |
| Other administrative expenses | 8,236 | 8,412 | 8,515 |
| Information technology | 2,425 | 2,622 | 2,471 |
| Communications | 384 | 404 | 414 |
| Advertising | 544 | 540 | 603 |
| Buildings and premises | 747 | 757 | 721 |
| Printed and office material | 104 | 89 | 97 |
| Taxes (other than tax on profits) | 544 | 556 | 570 |
| Other expenses | 3,488 | 3,444 | 3,639 |
| Administrative expenses | 22,413 | 22,740 | 22,241 |
| Depreciation and amortization | 3,312 | 3,294 | 3,184 |
| Operating expenses | 25,725 | 26,034 | 25,425 |

All in all, net operating income reached EUR 36,665 million, up

1% year-on-year. In constant euros, it rose 5%, mainly driven by

the good revenue performance (particularly in net fee income),

which outpaced cost growth.

Net loan-loss provisions in 2025 amounted to EUR 12,411 million,

a 1% increase year-on-year.

In constant euros, they rose 6%, mainly due to: i) higher provisions

in Payments, mainly in Cards, due to strong loan growth in general

and impacted by a less favourable macro environment in some of

our countries; and ii) the increase in the Corporate Centre due to

provisions in H1 2025 related to our plan to accelerate NPL ratio

reductions, improving the Group's credit quality. This was partially

offset by a 2% decrease in Retail (which accounts for around 45%

of the Group's total net loan-loss provisions).

|  |
| --- |
|  |
| Net loan-loss provisions |
| EUR million |

![9141]()

|  |  |
| --- | --- |
|  |  |
| +1% | A |
| 2025 vs. 2024 | |
|  |  |

A. In constant euros: +6%.

The cost of risk stood at 1.15%, meeting the Group’s 2025 target to

maintain the cost of risk around 1.15%.

For more details, see section [2. 'Credit risk'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_808) in the 'Risk

management and compliance' chapter.

Other gains (losses) and provisions recorded a loss of EUR 3,387

million in 2025, compared to a EUR 4,817 million loss 2024.

This year-on-year improvement was favoured by the

aforementioned charges in 2024: i) the discontinuation of our

merchant platforms in Germany and Superdigital in Latin America;

ii) the charge in Q4 2025 related to the provisions recorded for

complaints related to motor finance dealer commissions in the UK

that was less than the provision in Q4 2024; and iii) the temporary

levy on revenue earned in Spain, which was recorded in this line,

whereas in 2025 the expected tax on revenue earned in Spain for

the year was recorded under the ‘tax on profit' line.

Tax on profit amounted to EUR 5,341 million, 1% higher than in

2024. In constant euros, it rose 4%, as a lower tax burden in some

countries, mainly in Brazil, did not fully offset lower benefits from

fiscal incentives for electric vehicles in the US and a EUR 353

million charge in 2025 corresponding to the aforementioned tax on

revenue expected in Spain for the year.

Annual report 2025436

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Profit attributable to the parent in 2025 was EUR 14,101 million,

a new record, and 12% more than in 2024. In constant euros, it

rose 16%, supported by solid total income growth, which

outstripped cost growth, which rose below inflation, and with

controlled cost of risk.

|  |
| --- |
|  |
| Underlying profit attributable to the parent |
| EUR million |

![9897]()

|  |  |
| --- | --- |
|  |  |
| +12% | A |
| 2025 vs. 2024 | |
|  |  |

A. In constant euros: +16%.

RoTE post-AT1 stood at 16.3% (15.5% in 2024), in line with our

full-year target of reaching a ratio close to 16.5%.

RoRWA stood at 2.44% (2.18% in 2024) and earnings per share

stood at EUR 0.91 (EUR 0.77 in 2024).

|  |
| --- |
|  |
| RoTE post-AT1 |
| % |

![10113]()

Annual report 2025437

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 4.3 Balance sheet

Since Q2 2025, the assets associated with the Poland disposal have been classified under the 'non-current assets held for sale' line item in

the Group’s consolidated balance sheet, in accordance with IFRS 5 requirements and as a result of the announcement of the Poland disposal.

The related liabilities have been classified under 'liabilities associated with non-current assets held for sale'. This classification applies solely

to balance sheets from 30 June 2025 onwards and does not affect prior periods, which therefore limits the comparability of the balance

sheets presented below.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Balance sheet | | | | | |
| EUR million | | | | | |
|  |  |  | Change | |  |
| Assets | Dec-25 | Dec-24 | Absolute | % | Dec-23 |
| Cash, cash balances at central banks and other deposits on demand | 152,281 | 192,208 | (39,927) | (20.8) | 220,342 |
| Financial assets held for trading | 252,318 | 230,253 | 22,065 | 9.6 | 176,921 |
| Non-trading financial assets mandatorily at fair value through profit or loss | 7,761 | 6,130 | 1,631 | 26.6 | 5,910 |
| Financial assets designated at fair value through profit or loss | 8,046 | 7,915 | 131 | 1.7 | 9,773 |
| Financial assets at fair value through other comprehensive income | 74,612 | 89,898 | (15,286) | (17.0) | 83,308 |
| Financial assets at amortized cost | 1,202,689 | 1,203,707 | (1,018) | (0.1) | 1,191,403 |
| Hedging derivatives | 3,931 | 5,672 | (1,741) | (30.7) | 5,297 |
| Changes in the fair value of hedged items in portfolio hedges of interest risk | 50 | (704) | 754 | — | (788) |
| Investments | 7,052 | 7,277 | (225) | (3.1) | 7,646 |
| Assets under reinsurance contracts | 223 | 222 | 1 | 0.5 | 237 |
| Tangible assets | 27,438 | 32,087 | (4,649) | (14.5) | 33,882 |
| Intangible assets | 17,308 | 19,259 | (1,951) | (10.1) | 19,871 |
| Tax assets | 30,076 | 30,596 | (520) | (1.7) | 31,390 |
| Other assets | 8,719 | 8,559 | 160 | 1.9 | 8,856 |
| Non-current assets held for sale | 75,011 | 4,002 | 71,009 | — | 3,014 |
| Total assets | 1,867,515 | 1,837,081 | 30,434 | 1.7 | 1,797,062 |
|  |  |  |  |  |  |
| Liabilities and equity |  |  |  |  |  |
| Financial liabilities held for trading | 171,546 | 152,151 | 19,395 | 12.7 | 122,270 |
| Financial liabilities designated at fair value through profit or loss | 42,148 | 36,360 | 5,788 | 15.9 | 40,367 |
| Financial liabilities at amortized cost | 1,421,184 | 1,484,322 | (63,138) | (4.3) | 1,468,703 |
| Hedging derivatives | 4,248 | 4,752 | (504) | (10.6) | 7,656 |
| Changes in the fair value of hedged items in portfolio hedges of interest rate risk | 49 | (9) | 58 | (644.4) | 55 |
| Liabilities under insurance contracts | 18,737 | 17,829 | 908 | 5.1 | 17,799 |
| Provisions | 8,355 | 8,407 | (52) | (0.6) | 8,441 |
| Tax liabilities | 9,568 | 9,598 | (30) | (0.3) | 9,932 |
| Other liabilities | 15,937 | 16,344 | (407) | (2.5) | 17,598 |
| Liabilities associated with non-current assets held for sale | 62,995 | — | 62,995 | — | — |
| Total liabilities | 1,754,767 | 1,729,754 | 25,013 | 1.4 | 1,692,821 |
| Shareholders' equity | 141,144 | 135,196 | 5,948 | 4.4 | 130,443 |
| Other comprehensive income | (37,974) | (36,595) | (1,379) | 3.8 | (35,020) |
| Non-controlling interest | 9,578 | 8,726 | 852 | 9.8 | 8,818 |
| Total equity | 112,748 | 107,327 | 5,421 | 5.1 | 104,241 |
| Total liabilities and equity | 1,867,515 | 1,837,081 | 30,434 | 1.7 | 1,797,062 |

Note: this is a summarized balance sheet. For further information, see ['consolidated balance sheet'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_931)section in the consolidated financial statements.

Annual report 2025438

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | Executive summary  A | | | |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | Gross loans and advances to customers (excluding  reverse repos) | | | | | | | | |  |  |  |  | Customer funds (deposits excluding repos + mutual funds) | | | | | | |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | EUR 1,024 billion | | | | +4% | | | | |  |  |  |  | EUR 1,262 billion | | +6% | | | | |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | è   By segment: | | | |  |  |  |  |  |  |  |  |  | è   By product: | |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | Growth in all businesses, led by double-digit  performance in CIB and Wealth. | | | | | | | | |  | Growth in all products, rising double digits in mutual funds  and with a pickup in demand deposits at the end of the year. | | | | | | | | | |  |  |
|  |  |  |  |  | Retail | Consumer | | | CIB | | | | |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | +1% | +2% | | | +15% | | | | |  | Demand | | | | Time | Mutual funds | | | | |  |  |
|  |  |  |  |  | Wealth | |  | Payments | | | | |  |  | +4% | | | | +7% | +14% | | | | |  |  |
|  |  |  |  |  | +13% | |  | +8% | | | | |  |  |  |  |
|  |  | A.  Includes Poland. 2025 vs. 2024 changes in constant euros. For more information on figures presented in constant euros and the exclusion of repurchase  agreements and reverse repurchase agreements, see section [6. 'Alternative performance measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778). | | | | | | | | | | | | | | | | | | | | | | |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

#### Loans and advances to customers

Loans and advances to customers totalled EUR 1,037,288 million

in December 2025, a 2% decrease year-on-year. The year-on-year

comparison was affected by the Poland disposal as, in accordance

with IFRS 5 requirements and only from 30 June 2025 onwards,

the assets related to the Poland disposal are aggregated under the

'non-current assets held for sale' line, without affecting assets in

previous periods.

For the purpose of analysing traditional commercial banking loans,

the Group uses gross loans and advances to customers excluding

reverse repurchase agreements (repos). We continue to analyse

gross loans and advances to customers excluding reverse repos

including Poland, i.e. maintaining the same perimeter that existed

at the time of the announcement of the Poland disposal. As at end

December 2025, gross loans and advances to customers excluding

reverse repos, including Poland, totalled EUR 1,024,191 million in

December 2025, a 1% increase year-on-year.

To facilitate the analysis of Santander's management, the

comments below do not consider the exchange rate impact (i.e., in

constant euros), except for Argentina and any grouping which

includes it. For further information, see section [6. 'Alternative](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778)

[performance measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) of this chapter.

Gross loans and advances to customers, excluding reverse repos

and in constant euros, grew 4% year-on-year, as follows:

• In Retail,  which represents 59% of the Group's loan portfolio,

gross loans and advances grew 1%, as growth in the mortgage

portfolios in most countries and higher corporate loans in Europe

offset the decrease in SMEs, mainly in Spain, the UK and

Portugal.

• In  Consumer, which represents 21% of the Group's loan

portfolio, they grew 2% driven by good performances in auto

markets in Europe and Latin America.

• In CIB , which represents 15% of the Group's loan portfolio,

lending volumes increased  15%, with double-digit growth in the

three business lines.

• In Wealth, gross loans and advances rose 13% driven by strong

growth in Private Banking.

• In Payments they increased 8%, with increases in Cards across

most of our footprint.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Loans and advances to customers | | | | | |
| EUR million. Including Poland | | | | | |
|  |  |  | Change | |  |
|  | Dec-25 | Dec-24 | Absolute | % | Dec-23 |
| Commercial bills | 52,901 | 53,209 | (308) | (0.6) | 55,628 |
| Secured loans | 551,592 | 557,463 | (5,871) | (1.1) | 554,375 |
| Other term loans | 308,695 | 296,339 | 12,356 | 4.2 | 295,485 |
| Finance leases | 41,084 | 40,120 | 964 | 2.4 | 38,723 |
| Receivable on demand | 10,333 | 10,756 | (423) | (3.9) | 12,277 |
| Credit cards receivable | 26,555 | 24,928 | 1,627 | 6.5 | 24,371 |
| Impaired assets | 33,031 | 33,731 | (700) | (2.1) | 34,094 |
| Gross loans and advances to customers (excluding reverse repos) | 1,024,191 | 1,016,546 | 7,645 | 0.8 | 1,014,953 |
| Reverse repurchase agreements | 74,262 | 59,648 | 14,614 | 24.5 | 44,184 |
| Gross loans and advances to customers | 1,098,453 | 1,076,194 | 22,259 | 2.1 | 1,059,137 |
| Loan-loss allowances | 22,138 | 22,125 | 13 | 0.1 | 22,788 |
| Net loans and advances to customers | 1,076,315 | 1,054,069 | 22,246 | 2.1 | 1,036,349 |

Annual report 2025439

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |
| --- |
|  |
| Gross loans and advances to customers  (excluding reverse repos) |
| EUR billion. Including Poland |

![1532]()

|  |  |
| --- | --- |
|  |  |
| +1% | A |
| 2025 vs. 2024 | |
|  |  |

A. In constant euros: +4%.

As of December 2025, gross loans and advances to customers

excluding reverse repos maintained a diversified structure between

the markets in which the Group operates: Europe (69%), Latin

America (19%) and the US (11%).

At the end of 2025, 64% of loans and advances to customers

maturing in more than one year had a fixed interest rate, while the

other  36% had a floating interest rate:

|  |
| --- |
|  |
| Gross loans and advances to customers  (excluding reverse repos) |
| % of operating areas. December 2025. Including Poland |

![2144]()

• In Spain, 53% of loans and advances to customers were fixed

rate and 47% were floating rate.

• Outside of Spain, 67% of loans and advances to customers were

fixed rate and 33% were floating rate.

For more details on the distribution of loans and advances to

customers by business line, see [note 10.b](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1045) to the consolidated

financial statements.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Loans and advances to customers with maturities exceeding one year as at 31 December 2025 | | | | | | | | |
| EUR million. Including Poland | | | | | | | | |
|  | Domestic | |  | International | |  | TOTAL | |
|  | Amount | Weight as %  of the total |  | Amount | Weight as %  of the total |  | Amount | Weight as %  of the total |
| Fixed | 74,310 | 53% |  | 365,419 | 67% |  | 439,729 | 64% |
| Floating | 66,131 | 47% |  | 183,311 | 33% |  | 249,442 | 36% |
| TOTAL | 140,441 | 100% |  | 548,730 | 100% |  | 689,171 | 100% |

Annual report 2025440

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Total customer funds | | | | | |
| EUR million. Including Polan | | | | | |
|  |  |  | Change | |  |
|  | Dec-25 | Dec-24 | Absolute | % | Dec-23 |
| Demand deposits | 685,961 | 677,818 | 8,143 | 1.2 | 661,262 |
| Time deposits | 312,465 | 299,801 | 12,664 | 4.2 | 307,085 |
| Mutual funds   A | 263,889 | 233,722 | 30,167 | 12.9 | 208,528 |
| Customer funds | 1,262,315 | 1,211,341 | 50,974 | 4.2 | 1,176,875 |
| Pension funds   A | 16,112 | 15,646 | 466 | 3.0 | 14,831 |
| Managed portfolios   A | 50,604 | 43,118 | 7,486 | 17.4 | 36,414 |
| Repurchase agreements | 97,401 | 78,317 | 19,084 | 24.4 | 78,822 |
| Total funds | 1,426,432 | 1,348,422 | 78,010 | 5.8 | 1,306,942 |

A. Including managed and marketed funds.

Customer deposits fell 1% year-on-year to EUR 1,041,200 million

as at 31 December 2025. This year-on-year comparison was also

affected by the Poland disposal as, in accordance with IFRS 5

requirements and only from 30 June 2025 onwards, the liabilities

related to the Poland disposal are aggregated under the 'liabilities

associated with non-current assets held for sale' line, without

affecting liabilities in previous periods.

The Group uses customer funds (customer deposits, excluding

repos, plus mutual funds) to analyse traditional retail banking

funds. We continue to analyse customer funds including Poland,

i.e. maintaining the same perimeter that existed at the time of the

announcement of the Poland disposal. As at 31 December 2025,

they amounted to EUR 1,262,315 million and grew 4% year-on-

year.

To facilitate the analysis of Santander's management, the

comments below do not consider the exchange rate impact (i.e., in

constant euros), except for Argentina and any grouping which

includes it. For further information, see section [6. 'Alternative](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778)

[performance measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) of this chapter.

|  |
| --- |
|  |
| Customer funds (excluding repos) |
| EUR billion. Including Poland |

![3521]()

|  |  |
| --- | --- |
|  |  |
| Dec-25 vs.  Dec-24 | |
| +4% | A |
|  |  |
| +13% |  |
|  |  |
| +2% |  |
|  |  |
| Total | |
| Mutual  fundsB | |
| Deposits  excluding  repos | |
|  |  |

A. In constant euros: +6%.

B. Including managed and marketed funds.

Compared to December 2024, customer funds including Poland

rose 6% in constant euros, as follows:

• By product, customer deposits excluding repos rose 5%, with an

increase in both demand (+4%) and time deposits (+7%). Mutual

funds rose 14%, with widespread increases across most

businesses and countries.

• By business, customer funds increased 6% in Retail, mainly

driven by time deposits in Europe and South America. In

Consumer, customer funds also rose 6%, in line with our deposit

gathering strategy. In CIB, customer funds grew 4%, due to

deposits in Cash Management. In Wealth, they were up 12%,

driven mainly by mutual funds.

Customer funds (including Poland) maintained a diversified

structure across the markets in which the Group operates: Europe

(70%), Latin America (22%) and the US (8%). The weight of

demand deposits was 54% of total customer funds, while time

deposits accounted for 25% and mutual funds 21%.

In addition to capturing customer deposits, for strategic reasons

the Group has a selective policy on issuing securities in

international fixed income markets and strives to adapt the

frequency and volume of its market operations to the structural

liquidity needs of each unit, as well as to the receptiveness of each

market.

For more details on debt issuances and maturities, see section [4.4](#i6ecb2a0d58d04b53bfadfa2a833efaa7_682)

['Liquidity and funding management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_682)' in this chapter.

|  |
| --- |
|  |
| Customer funds (excluding repos) |
| % of operating areas. December 2025. Including Poland |

![4897]()

Annual report 2025441

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 4.4 Liquidity and funding management

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Executive Summary | | | | | | |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Regulatory ratios | | | | | | | | | | | | |  |  |  |  | Debt issuances in 2025 | | | |  |  |
|  |  |  |  |  |  |
|  | The LCR and NSFR ratios amply exceed regulatory  requirements (both 100%) | | | | | | | | | | | | |  |  |  | We issued around EUR 70 billion in debt in 2025, diversified by  product, currency, country and maturity | | | | |  |  |
|  |  | LCR A | | | | |  |  | NSFR | | | | |  |  |  |  | EUR 41.0 bn |  | Medium- and long-term debt | |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | 155% | | | | |  |  | 126% | | | | |  |  |  |  | EUR 27.6 bn |  | Securitizations | |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | vs. 100% regulatory  requirement | | | | |  |  | vs. 100% regulatory  requirement | | | | |  |  |  |  | Comfortable and stable funding structure | | | |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  | High contribution from customer deposits | | | | |  |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  | | | | |  |  |  |  |  |  |  |  |  |  |  | 98% |  | Loan-to-deposit ratio | |  |  |
|  |  | Note: liquidity ratios as of 31 December 2025. | | | | | | | | | |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | A. Group LCR. | | | | |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

#### Liquidity management

Our structural liquidity management aims to optimize maturities

and costs, as well as avoid undesired liquidity risks in funding

Santander’s operations, and is based on these principles:

• Decentralized liquidity model.

• Medium- and long-term (M/LT) funding needs must be covered

by medium- and long-term instruments.

• High contribution from customer deposits due to the retail

nature of the balance sheet.

• Wholesale funding sources diversified by instrument, investor,

market, currency and maturity.

• Limited use of short-term (ST) funding.

• Sufficient liquidity reserves (including standing facilities/discount

windows at central banks) to be used in adverse situations.

• Group and subsidiary-level compliance with regulatory liquidity

requirements.

To apply these principles effectively across the Group, we

developed a unique, three-pronged management framework:

• Organization and governance. Strict organization and

governance that involve subsidiaries’ senior managers in

decision-making and our global strategy. Decisions about

structural risks, including liquidity and funding risk, falls on the

local asset and liability committees (ALCOs), which coordinate

with the global ALCO. The global ALCO is empowered by Banco

Santander, S.A.'s board of directors under the corporate Asset

and Liability Management (ALM) framework.

This enhanced governance model is part of our risk appetite

framework, which meets regulatory and market standards for

strong risk management and control systems.

• Balance sheet and liquidity risk. In-depth analysis that supports

decisions and controls to ensure liquidity levels cover short- and

long-term needs with stable funding sources and optimize

funding costs.

Each subsidiary has a conservative risk appetite framework

(based on their commercial strategy) which sets out the liquidity

risk management framework. Subsidiaries must work within the

framework limits to achieve their strategic objectives.

• Liquidity management adapted to the needs of each unit. We

prepare a liquidity plan every year to achieve:

• a solid balance sheet structure, with a diversified footprint in

wholesale markets;

• stable liquidity buffers and limited asset encumbrance; and

• compliance with regulatory and other metrics included in each

entity’s risk appetite statement.

We monitor all these components of the plan throughout the year.

Santander continues to carry out the Internal Liquidity Adequacy

Assessment Process (ILAAP) as part of its other risk management

and strategic processes to measure liquidity in ordinary and

stressed scenarios. The quantitative and qualitative items we

consider are also inputs for the Supervisory Review and Evaluation

Process (SREP).

Annual report 2025442

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Once a year, we must submit a board-approved ILAAP assessment

to supervisors to demonstrate that our funding and liquidity

structures will remain solid in all scenarios and our internal

processes will ensure sufficient liquidity (based on analyses that

each subsidiary conducts according to local liquidity management

models).

We believe that our governance structure is robust and suited to

identify, manage, monitor and control liquidity risks. It rests on

common frameworks, conservative principles, clearly defined roles

and responsibilities, a consistent committee structure, effective

local lines of defence and well-coordinated corporate supervision.

We produce frequent, detailed liquidity monitoring reports for

management, control and reporting purposes. We also regularly

send the most relevant information to senior managers, the

pertinent ALCOs, the executive committee and the board of

directors.

Over the last few years, Santander and each subsidiary have

developed a comprehensive special situations management

framework that centralizes our governance for such scenarios. It

contains contingency funding plans that form part of our

governance model, including feasible, pre-assessed actions that

follow a defined timeline, are categorized and prioritized, and

provide for sufficient liquidity and execution time to mitigate stress

scenarios. For more details, see the [4.6 'Special situations and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_688)

[resolution'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_688) section in this chapter.

#### Funding strategy and liquidity in 2025

#### Funding strategy and structure

Our funding strategy is focused on extending our management

model to all subsidiaries.

It is based on a model of autonomous subsidiaries that are

responsible for covering their own liquidity needs. This enables us

to better understand the advantages derived from our solid retail

banking model to maintain sound liquidity positions in the Group

and our core local units, even amid market stress.

We have adapted our funding strategies to business trends, market

conditions and new regulations. In 2025, we improved specific

aspects, without significant changes in liquidity management or

funding policies and practices. We believe this will enable us to

start 2026 from a strong position and with no growth restrictions.

Our subsidiaries continue to apply the same funding and liquidity

management strategies to:

• maintain sufficient and stable M/LT wholesale funding levels;

• ensure the right volume of assets that can be discounted in

central banks as part of the liquidity buffer; and

• generate liquidity from the retail business.

These developments provide Santander with a very strong funding

structure with the following characteristics:

• Customer deposits are our main funding source. As at 31

December 2025, they represented just over two thirds of net

liabilities (i.e. of the liquidity balance sheet). They are highly

stable because they mainly arise from retail customer activity.

For more details, see the ['Liquidity in 2025'](#i809540bc7f9b4e76ba09ee053a2f7ed4_20880) section.

|  |
| --- |
|  |
| Group liquidity balance sheet |
| %. December 2025 |

|  |  |
| --- | --- |
|  |  |
|  |  |
|  | Financial assets |
|  | Fixed assets & other |
|  | Loans and advances  to customers |
|  |  |

![5727]()

|  |  |
| --- | --- |
|  |  |
| n | ST funding |
| n | Equity and other |
| n | M/LT debt issuance |
| n | Securitizations  and others |
| n | Customer  deposits |
|  |  |

Note: liquidity balance sheet for management purposes is the consolidated balance

sheet, net of trading derivatives and interbank balances. For more information on

the consolidated balance sheet, see the ['Consolidated financial statements'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) chapter.

• M/LT funding (including M/LT debt issuances and securitizations)

accounted for nearly 18% of net liabilities at the end of 2025

(similar to 2024).

• The outstanding balance of M/LT debt issued (to third parties) at

the end of 2025 was EUR 211,353 million. Our maturity profile is

comfortable and well balanced by instrument, with a weighted

average maturity of 4.3 years (similar levels to 2024 year-end).

These tables show our funding by instrument over the past three

years and their maturity profile:

Annual report 2025443

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Group. Stock of medium- and long-term debt issuances A | | | |
| EUR million | | | |
|  | Dec-25 | Dec-24 | Dec-23 |
| AT1/Preferred shares | 11,528 | 11,254 | 9,892 |
| Tier 2/Subordinated | 16,542 | 23,468 | 20,708 |
| Senior debt | 131,077 | 137,693 | 125,951 |
| Covered bonds | 52,206 | 50,207 | 49,639 |
| Total | 211,353 | 222,623 | 206,190 |

A. Placed in markets. Does not include securitizations, agribusiness notes and real estate credit notes.

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Group. Distribution by contractual maturity | | | | | | | | | |
| EUR million. December 2025 | | | | | | | | | |
|  | 0-1  month | 1-3  months | 3-6  months | 6-9  months | 9-12  months | 12-24  months | 2-5  years | more than  5 years | Total |
| AT1/Preferred shares | — | — | — | — | — | — | — | 11,528 | 11,528 |
| Tier 2/Subordinated | — | — | — | 187 | 8 | 241 | 4,288 | 11,819 | 16,542 |
| Senior debt | 4,275 | 2,018 | 2,182 | 2,589 | 3,213 | 24,779 | 57,084 | 34,937 | 131,077 |
| Covered bonds | 3,598 | 4,958 | 1,033 | 1,285 | 222 | 11,813 | 19,227 | 10,071 | 52,206 |
| Total | 7,872 | 6,976 | 3,215 | 4,061 | 3,443 | 36,833 | 80,599 | 68,354 | 211,353 |

Note: There are no additional guarantees for any of the debt issued by the Group’s subsidiaries.

In addition to M/LT wholesale debt issuances, we have

securitizations placed in the market as well as collateralized and

other specialist funding totalling EUR 70,007 million as at 31

December 2025, including EUR 13,613 million in debt instruments

placed with private banking clients in Brazil.

This chart shows the similarity of the geographic breakdown of our

loans and advances to customers and M/LT wholesale funding

across our footprint. This distribution is very similar to 2024, both

in loans and in M/LT wholesale funding.

|  |
| --- |
|  |
| Loans and advances to customers and M/LT  wholesale funding |
| %. December 2025 |

![Loans eng.jpg]()

Wholesale funding from short-term issuance programmes is a

residual part of Santander’s funding structure, which is related to

treasury activities and is comfortably covered by liquid assets.

The outstanding short-term wholesale funding balance at 31

December 2025 was EUR 43,074 million, of which: 58% was in

European Commercial Paper, US Commercial Paper and domestic

programmes issued by Banco Santander, S.A.; 11% in certificates of

deposit and commercial paper programmes in the UK; 18% in

Santander Consumer Finance commercial paper programmes; and

13% in issuance programmes in other subsidiaries.

#### Liquidity in 2025

The key liquidity takeaways from 2025 were:

• basic liquidity ratios remained at comfortable levels;

• regulatory liquidity ratios were well above minimum

requirements; and

• our asset encumbrance from funding operations was moderate.

The Group's liquidity position in 2025 is set in the context of a

gradual normalization of monetary policy at the global level.

Following the tightening cycle implemented in 2023–2024 to

contain inflationary pressures, most major economies have begun

a transition towards more neutral monetary stances, aided by

more contained inflation and better anchored expectations.

In Latin American economies, this process has resulted in gradual

interest rate cuts, contributing to more stable funding conditions.

Annual report 2025444

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

In the US, monetary policy began to show signs of easing, amid

more moderate inflation and recent changes in macroeconomic

conditions.

Likewise, the Bank of England continued to loosen its monetary

policy, setting the benchmark rate at 3.75%. Exposure to the Term

Funding Scheme with additional incentives for SMEs (TFSME) in

the UK stood at GBP 11 billion as at 31 December 2024. During

2025, we repaid GBP 7.1 billion, bringing the outstanding balance

at year-end to approximately GBP 3.9 billion.

This more stable macroeconomic and monetary environment

contributed to the Group's commercial activity not generating

significant liquidity consumption during the year.

Overall, subsidiaries have neither required nor provided material

contributions, as credit growth was offset by deposits. However, in

Spain, the increase in deposits was driven by active acquisition and

retention management, while in the US, liquidity improved due to

the increase in Openbank deposits.

#### i) Basic liquidity ratios at comfortable levels

As at 31 December 2025, Santander recorded:

• A credit to net assets ratio (i.e., total assets minus trading

derivatives and inter-bank balances) of 68%, a similar level to

previous years.

• A net loan-to-deposit ratio (LTD) of 98%, a very comfortable level

(well below 120%), similar level to 100% at 31 December 2024.

• A customer deposits and M/LT funding to net loans and advances

ratio of 128%, broadly in line with last year.

• Limited recourse to short-term wholesale funding (3% of total

funding), in line with previous years.

• An average structural surplus balance, defined as the excess of

structural funding sources (deposits, M/LT funding and capital)

against structural liquidity needs from fixed assets and loans, of

EUR 379,488 million in the year.

The consolidated structural surplus stood at EUR 391,124 million

as at 31 December 2025. Fixed-income assets (EUR 317,794

million), equities (EUR 30,314 million) and net interbank and

central bank deposits (EUR 130,385 million) were partly offset by

short-term wholesale funding (-EUR 43,074 million) and short

positions (-EUR 44,074 million). This totalled around 25% of our

net liabilities (similar to previous years).

This table shows Santander’s basic liquidity monitoring metrics in

recent years:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Group’s liquidity monitoring metrics | | | |
| % | | | |
|  | Dec-25 | Dec-24 | Dec-23 |
| Loans A / Net assets | 68% | 68% | 68% |
| Loan A -to-deposit ratio (LTD) | 98% | 100% | 99% |
| Customer deposits and medium- and  long-term funding / Loans   A | 128% | 128% | 127% |
| Short-term wholesale funding / Net  liabilities | 3% | 2% | 3% |
| Structural liquidity surplus (% of net  liabilities) | 25% | 24% | 23% |

A. Net loans and advances to customers.

The table below shows the principal liquidity ratios of our

secondary segments as at 31 December 2025:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Secondary segments' liquidity metrics | | |
| %. December 2025 | | |
|  | LTD ratio  (loans A /  deposits) | Deposits + M/  LT funding /  Loans  A |
| Spain | 75% | 145% |
| UK | 107% | 111% |
| Portugal | 102% | 112% |
| Poland | 74% | 143% |
| Digital Consumer Bank | 169% | 85% |
| US | 109% | 112% |
| Mexico | 86% | 123% |
| Brazil | 95% | 134% |
| Chile | 135% | 94% |
| Argentina | 81% | 125% |
| Group | 98% | 128% |

A. Net loans and advances to customers.

In 2025, the key drivers of Santander's and its subsidiaries' liquidity

were:

• Commercial activity provided liquidity during the year.

• Issuance activity remained strong, focused on covering upcoming

maturities and, in the case of the UK, on repaying central bank

funding. The subsidiaries completed the funding plan established

for 2025.

Annual report 2025445

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

In 2025, Santander issued EUR 68,633 million in M/LT funding (at

year-average exchange rates).

By instrument, issuances of M/LT fixed income debt (i.e., covered

bonds, senior debt, subordinated debt and capital hybrid

instruments) stood at EUR 41,019 million in 2025 (a 22% decrease

year-on-year). Securitizations and structured finance totalled EUR

27,614 million in 2025, a 6% increase year-on-year.

Spain issued the most M/LT fixed income debt (excluding

securitizations), followed by the UK. In a context of lower issuance

activity, Spain also recorded the largest decline, particularly in

senior debt issuances, Tier 2 and senior non-preferred, while

covered bonds increased. In the US, the decline is mainly explained

by both issuances and lower securitization activity. The main

issuers of securitizations were the US and Santander Consumer

Finance.

The charts below show issuances in 2025 by instrument and

region:

|  |
| --- |
|  |
| Distribution of issuances by instrument and country |
| %. 2025 |

![32435593106139]()

![32435593106140]()

The issuance of eligible hybrid instruments, such as AT1 or

subordinated debt, depends in part on risk-weighted asset growth.

In 2025, the weight of these hybrid instruments was less than in

2024. Similarly, the weight of senior debt and covered bonds

declined while securitization increased.

In 2025, the Group issued, valued at the average exchange rate for

the year, EUR 14,722 million in senior non-preferred and

subordinated debt instruments, of which: EUR 12,505 million was

senior non-preferred debt from Banco Santander, S.A., the US, the

UK and Poland; EUR 717 million was subordinated debt issued by

Banco Santander, S.A. and Brazil; and EUR 1,500 million of AT1

eligible hybrid instruments were issued by Banco Santander, S.A.

In summary, in 2025, we retained comfortable access to all our

markets having issued and securitized debt in 24 currencies,

involving 30 major issuers from more than 10 countries and with

an average maturity of 4.3 years.

#### ii) Compliance with regulatory ratios

Within the liquidity management model, Santander manages

implementation, monitoring and compliance with the liquidity

requirements established under international financial regulations.

Liquidity Coverage Ratio (LCR)

As the regulatory LCR requirement has been at 100% since 2018,

we set a risk appetite of 110% at the consolidated and subsidiary

level.

Our good baseline short-term position liquidity, combined with the

autonomous management of the ratio in all the main units,

enabled us to maintain levels of over 100% throughout the year,

both at the consolidated and individual levels.

The Consolidated LCR ratio as at end December 2025 was 145%,

comfortably exceeding internal and regulatory requirements. This

ratio is calculated, at the request of the ECB, using a consolidation

methodology that does not take into account any excess liquidity in

excess of 100% of the LCR outflows and that is subject to

transferability restrictions (legal or operational) in third countries,

even if such excess liquidity can be used to cover additional

outflows within the country itself, which is not subject to any

restrictions.

The Group LCR ratio as at end December 2025 was 155%. This ratio

is calculated using an internal methodology that determines the

common minimum percentage of simultaneous coverage in all

Group jurisdictions, taking into account all existing restrictions on

the transfer of liquidity in third countries. This methodology

reflects more accurately the Group’s resilience to liquidity risk.

However, given that the Group manages liquidity in a decentralized

approach, the consolidated metrics are not considered a

representative indicator of its liquidity position.

This table shows that all our subsidiaries substantially exceeded

the required minimum in 2025 and the comparison versus 2024.

Santander UK’s figures only include activities that the Financial

Services and Markets Act 2000 leaves within the Ring-Fenced

Bank.

Annual report 2025446

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Liquidity Coverage Ratio (LCR) | | |
| % | | |
|  | December 2025 | December 2024 |
| Parent bank | 144% | 162% |
| United Kingdom | 162% | 154% |
| Portugal | 133% | 142% |
| Poland | 219% | 220% |
| Santander Consumer Finance | 212% | 263% |
| US | 157% | 179% |
| Mexico | 157% | 212% |
| Brazil | 180% | 168% |
| Chile | 185% | 181% |
| Argentina | 186% | 226% |
| Group LCR | 155% | 168% |
| Consolidated LCR | 145% | 153% |

Net Stable Funding Ratio (NSFR)

Regulation (EU) 2019/876 of the European Parliament dictated

that entities must have a net stable funding ratio greater than

100% from June 2021.

The NSFR is a structural measure that gives banks an incentive to

ensure long-term stability and proper management of maturity

mismatches by funding long-term assets with long-term liabilities.

It is the quotient of available stable funding (ASF) and required

stable funding (RSF).

ASF comprises sources of funding (i.e., capital and other liabilities)

considered stable over one year. As RSF primarily refers to any

asset deemed illiquid over one year, it needs to be matched with

stable sources of funding.

The risk appetite limit for the NSFR is set at 103% at the

consolidated and subsidiary level.

The high weight of customer deposits (which are more stable),

permanent liquidity needs deriving from commercial activity

funded by medium- and long-term instruments and limited

recourse to short-term funding help maintain our balanced

liquidity structure as reflected in our consolidated and subsidiary

NSFRs which all exceeded 100% in December 2025.

The following table provides details by entity as well as a

comparison with 2024. Santander UK’s figures only include

activities that the Financial Services and Markets Act 2000 leaves

within the Ring-Fenced Bank. All figures were calculated using

European regulations.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Net Stable Funding Ratio (NSFR) | | |
| % | |  |
|  | December 2025 | December 2024 |
| Parent bank | 121% | 122% |
| United Kingdom | 135% | 137% |
| Portugal | 120% | 120% |
| Poland | 156% | 156% |
| Santander Consumer Finance | 116% | 116% |
| US | 122% | 120% |
| Mexico | 122% | 128% |
| Brazil | 118% | 114% |
| Chile | 112% | 112% |
| Argentina | 153% | 181% |
| Group | 126% | 126% |

#### iii) Asset Encumbrance

Santander’s use of assets as collateral in structural balance sheet

funding sources is moderate.

Per the 2014 European Banking Authority (EBA) guidelines on

disclosure of encumbered and unencumbered assets, the concept

of asset encumbrance includes on-balance-sheet assets pledged as

collateral in operations to obtain liquidity, off-balance-sheet assets

received and reused for a similar purpose, and other assets with

liabilities for reasons other than funding.

The tables below show the asset encumbrance data we must

submit to the EBA as of December 2025.

On-balance-sheet encumbered assets amounted to EUR 304.9

billion, of which 50% were loans and advances (e.g., mortgages

and corporate loans). Off-balance-sheet encumbrance stood at

EUR 185.2 billion and mainly related to debt securities received as

collateral in reverse repos and reused ('rehypothecated').

In total, encumbered assets amounted to EUR 490.1 billion, giving

rise to associated liabilities of EUR 472.0 billion.

At the end of 2025, total asset encumbrance in funding operations

was 23.1% of the Group's extended balance sheet under EBA

criteria (total assets plus guarantees received: EUR 2,122.9 billion),

similar percentage to 2024.

Annual report 2025447

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Group. Disclosure on asset encumbrance as at 31 December 2025 | | | | |
| EUR billion | | | | |
|  | Carrying amount of  encumbered assets | Fair value of  encumbered assets | Carrying amount of  unencumbered assets | Fair value of  unencumbered assets |
| Assets | 299.8 | — | 1,537.2 | — |
| Loans and advances | 168.8 | — | 1,181.0 | — |
| Equity instruments | 9.6 | 9.6 | 13.9 | — |
| Debt instruments | 93.8 | 94.3 | 189.7 | 190.6 |
| Other assets | 27.6 | — | 152.8 | — |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Group. Collateral received as at 31 December 2025 | | |
| EUR billion | | |
|  | Fair value of encumbered collateral  received or own debt securities issued | Fair value of collateral received or own debt  securities issued available for encumbrance |
| Collateral received | 161.0 | 49.6 |
| Loans and advances | 1.2 | 0.0 |
| Equity instruments | 7.0 | 7.5 |
| Debt instruments | 152.8 | 41.9 |
| Other collateral received | — | 0.2 |
| Own debt securities issued other than own covered  bonds or ABSs | 0.1 | 2.3 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Group. Encumbered assets/collateral received and associated liabilities as at 31 December 2025 | | |
| EUR billion | | |
|  | Matching liabilities,  contingent liabilities  or securities lent | Assets, collateral received and own  debt securities issued other than  covered bonds and ABSs encumbered |
| Total sources of encumbrance (carrying amount) | 363.0 | 460.9 |

#### Rating agencies

Rating agencies influence Santander’s access to wholesale funding

markets and the cost of its issuances.

The agencies listed below regularly review our ratings. Debt

ratings depend on several internal factors (business model,

strategy, capital, income generation capacity, liquidity,

sustainability related factors, etc.) but also on external factors

related to economic conditions, the industry and sovereign risk

across our footprint.

Sometimes the methodology applied by the rating agencies limits a

bank's rating to the sovereign rating of the country where it is

headquartered. As at end 2025, Banco Santander, S.A. was rated

above the sovereign debt rating of the Kingdom of Spain in long-

term senior debt by Moody's and Fitch, and rated at the same level

by Standard & Poor's (S&P) and DBRS. These ratings above the

sovereign demonstrate our financial strength and the benefits

derived from our diversification.

At the end of 2025, the ratings from the main agencies were:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Rating agencies | | | |
|  | Long term | Short term | Outlook |
| DBRS | A (High) | R-1 (Middle) | Stable |
| Fitch Ratings | A (Senior A+) | F1 (Senior F1) | Stable |
| Moody's | A1 | P-1 | Stable |
| Standard & Poor's | A+ | A-1 | Stable |

Following the upgrade of the Kingdom of Spain’s rating in

September 2025, Moody’s upgraded Santander’s long-term rating

to A1 and maintained the short-term rating at P-1 in October.

Fitch upgraded the rating on senior long-term debt issuances to A+

in Q1 2025.

In Q3 2024, S&P confirmed Santander’s credit rating at A+ for long-

term debt issuances and at A1 for short term. It has maintained the

rating of our AT1 instruments at BBB- (investment grade) since Q2

2024.

Finally, all four agencies set the outlooks as stable, in line with the

sovereign rating.

Annual report 2025448

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Funding outlook for 2026

Grupo Santander has begun 2026 in a comfortable position and

with a good funding outlook for the year, despite some uncertainty

stemming from the global macroeconomic and geopolitical

situation.

We expect a moderate lending increase across our footprint,

together with a good performance of deposits, which should not

put pressure on liquidity in the retail business.

Maturities in the coming quarters are expected to be manageable,

aided by limited recourse to short-term funding and an active

medium- and long-term issuance dynamic. We will manage each

country and optimize liquidity to maintain a solid balance sheet

structure across our footprint.

Our funding plans consider costs and diversification by instrument,

country and market as well as the construction of liability buffers

with loss-absorbing capacity in resolution (whether capital eligible

or not). We design them to ensure Santander and its subsidiaries

satisfy regulatory requirements and those stemming from our risk

appetite framework.

Santander has been active at the beginning of 2026. Banco

Santander, S.A. pre-funded approximately EUR 3.2 billion in 2025.

In January 2026, the main issuers in the Group (Banco Santander,

S.A., Santander UK and Santander Holdings USA) had already

issued EUR 3.0 billion, which, together with the pre-funding,

amounts to around EUR 6.2 billion.

Due to the recent announcement of the USD 12.2 billion acquisition

of Webster in the US, the financial plans of the Parent Company

and the US will be reassessed to account for any necessary

changes, though it is not expected to have a significant impact on

our liquidity metrics.

Annual report 2025449

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

4.5 Capital management and adequacy. Solvency ratios

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
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|  |  |  |  |  | Executive summary | | |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
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|  |  |  |  |  | Capital ratios | | | | | | | |  |  |  |  |  |  |  | CET1 | | | |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | The CET1 ratio increased 0.7 pp in the year to 13.5%, well  ahead of our 13% year-end target and above our operating  range of 12-13% | | | | | | | | | | | |  |  |  |  | Strong organic generation driven by higher profit and risk  transfer and balance sheet mobilization initiatives | | | | | | | | | | | | |  |  |
|  |  | % | | | Imagen1.jpg | | | | | | | | |  |  |  |  |  |  | Attributable profit  generation in 2025 | | | | +223 bps | | | | |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
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|  |  |  |  |  |  |  |  |  |  |  | TNAV per share | | | |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  | The TNAV per share was EUR 5.76, +14% year-on-year  including cash dividends paid in 2025 | | | | | | | | | | | | | |  |  |
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|  |  |  |  |  | Note: December 2024 ratios are reported on a fully-loaded basis, excluding the transitional arrangements under IFRS 9 and CRR2. | | | | | | | | | | | | | | | | | | | | | | | | | |  |  |
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Capital management and adequacy at Santander aims to guarantee

solvency and maximize profitability, while complying with

regulatory requirements and internal capital targets.

Capital management is a key strategic tool for decision-making at

both the subsidiary and corporate levels.

We have a common framework that covers capital management

actions, criteria, policies, functions, metrics and processes. We

have a team in charge of our capital analysis, adequacy and

management that coordinates with subsidiaries on all matters

related to capital and monitors and measures shareholder returns.

Our most notable capital management activities are:

• Establishing capital adequacy and capital contribution targets

that align with minimum regulatory requirements, internal

policies and the budget, to guarantee robust capital levels

consistent with our risk profile and efficient use of capital.

• Drawing up a capital plan to meet our strategic plan objectives.

• Monitoring the capital ratio in both regulatory and economic

terms and the efficient capital allocation to country units and

global businesses. Assessing capital adequacy to ensure the

capital plan is consistent with our risk profile and risk appetite

framework in baseline and stress scenarios.

• Integrating capital metrics into management at the  business,

ensuring alignment with the Group’s objectives. Continuously

monitoring stock and new business profitability as well as new

business pricing at the country unit, global business, segment

and customer levels, in addition to tracking businesses, portfolios

and customers with profitability below the minimum target.

• Coordinating and promoting the bank’s asset mobilization plan

(e.g., securitizations, guarantees, sales).

• Preparing internal capital reports, and reports for the supervisory

authorities and the market (ICAAP, Pillar 3 reports and stress

tests).

• Planning and managing other loss-absorbing instruments other

than regulatory capital instruments (MREL and TLAC).

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Santander's capital function has the following aims: | | | |
|  |  |  |  |
| Capital allocation | Maximize profitability in the  economic cycle | | Shift towards a fee-based,  capital-light model |
| capital allocation.jpg | ciclo economico.jpg | | capital light.jpg |
| Capital allocation based on  shareholder  value creation  by measuring profitability on a  full cost allocation basis | Sustain  profitability improvements in a  changing macroeconomic environment | | Continue to embrace a fee-based,  capital-light  model, given intense competition from peers  operating with lighter capital models  with  more competitive pricing |
|  |  |  |  |
| Imagen1.jpg | | Imagen2.jpg | |
| Provide economic value to shareholders | | Continue building a sound capital base | |
| Improve  free capital generation by  increasing profitability per unit of  capital  deployed as well as by mitigating impacts that hinder free  capital generation | | Continuously improve the Group’s capital base,  while cautiously following the  profitable RWA growth mandate | |
|  | Imagen3.jpg | |  |
| Santander’s goal is to generate capital growth and value creation for shareholders | | | |

Annual report 2025450

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

The main measures we took in 2025 were:

Issuances of hybrid capital and other loss-

#### absorbing instruments

In 2025, Banco Santander, S.A. issued EUR 1.5 billion in

contingently convertible preferred shares (CoCos), which replaced

an AT1 issuance of the same amount that was called in a tender

offer, and a EUR 360 million issuance of subordinated tier 2 debt.

Additionally, Banco Santander, S.A. issued around EUR 6.5 billion in

senior non-preferred debt and EUR 2.4 billion of senior preferred

debt.

#### Dividends and shareholder remuneration

The board applied the current shareholder remuneration policy to

the 2025 results. This policy sets a target to allocate approximately

50% of the Group's net reported profit (excluding non-cash, non-

capital ratios impact items) distributed almost evenly to cash

dividends and share buybacks.

Additionally, on 5 February 2025, Banco Santander signalled its

objective to allocate up to EUR 10 billion to share buybacks in

relation to the 2025 and 2026 results, as well as expected capital

excess. As part of this target, on 5 May 2025 Banco Santander

announced its intention to distribute approximately 50% of the

capital that will be released upon completion of the sale of its 49%

stake in Santander Bank Polska S.A., through a share buyback of

approximately EUR 3.2 billion in early 2026 and that, as a result, it

could exceed the EUR 10 billion target. Upon announcing the

agreements to acquire TSB and Webster on 1 July 2025 and 3

February 2026 respectively, Banco Santander confirmed its goal to

distribute at least EUR 10 billion in share buybacks with regard to

the 2025 and 2026 results and excess capital.

In execution of the above, shareholder remuneration for financial

year 2025 comprised the following:

• Interim remuneration.

• On 30 July 2025, the board resolved to execute the First 2025

Buyback Programme worth up to EUR 1,700 million

(equivalent to approximately 25% of the Group's net reported

profit in H1’25). For further details, see ['First 2025 Buyback](#i74972a41bd0e4a4d813da306e4585962_9019)

[Programme'](#i74972a41bd0e4a4d813da306e4585962_9019) in the 'Corporate governance' chapter.

• On 30 September 2025, the board resolved to pay an interim

cash dividend in relation to the 2025 results of 11.5 euro cents

per share entitled to the dividend (equivalent to approximately

25% of the Group's net reported profit in H1’25), which was

paid from 3 November 2025.

• Final remuneration.

• On 3 February 2026, the board of directors resolved to

implement the Second 2025 Buyback Programme worth up to

EUR 5,030 million and for which the required regulatory

authorization had been obtained. The programme started on 4

February 2026. For more details, see ['Second 2025 Buyback](#i74972a41bd0e4a4d813da306e4585962_9020)

[Programme'](#i74972a41bd0e4a4d813da306e4585962_9020) in the 'Corporate governance' chapter.

• On 24 February 2026, the board of directors resolved to submit

to the 2026 AGM the approval of a final cash dividend in the

gross amount of 12.5 euro cents per share entitled to dividend.

Subject to AGM approval, the dividend will be payable from 5

May 2026.

Once these actions are completed, total shareholder remuneration

in relation to the 2025 results will be EUR 7,050 million

(approximately 50% of the Group's 2025 net reported profit,

excluding non-cash, non-capital ratios impact items), split almost

evenly between cash dividends (EUR 3,520 million) and share

buybacks (EUR 3,530 million). For more details, see section [3.3](#i6ecb2a0d58d04b53bfadfa2a833efaa7_496)

['Dividends and shareholder remuneration'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_496)in the 'Corporate

governance' chapter.

#### Strengthening our active capital management

#### culture

We continue to focus on disciplined capital allocation and

shareholder remuneration after achieving our 2025 objective of

maintaining a CET1 ratio in our 12-13% operating range and

ending the year above 13%.

In 2026, our operating range remains between 12-13% and we

have set the objective of ending the year between 12.8-13%

following the acquisition of Webster.

Continuous improvement of our capital ratios reflects our

profitable growth strategy and a culture of active capital

management at all levels.

The Capital and Profitability Management team is in charge of our

capital analysis, adequacy and management, coordination with

subsidiaries on all matters related to capital and monitoring and

measuring returns.

Every country and business unit has drawn up individual capital

plans that focus on maximizing return on equity.

Santander places high value on its long-term sustainability and the

efficient use of capital in the incentives of the Group's main

executives. We considered certain aspects relating to capital

management and returns when setting senior managers' 2025

variable remuneration including return on risk-weighted assets

(RoRWA), return on tangible equity (RoTE) and other relevant

capital metrics (capital generation or CET1). For more information,

see section [6.3 'Remuneration of directors for executive duties'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_571) in

the Corporate governance chapter.

A.  Phased-in CRR 3.

Annual report 2025451

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |
| --- |
|  |
| CET1 ratioA |
| % |

![6553]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Regulatory phased-in CET1 ratioB | | | |  |
| % | | | |  |
|  | 12.3 | 12.8 | 13.5 |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Main capital data and solvency ratios | | | | |
| EUR million | | | | |
|  | Dec-25 |  | Dec-24 | |
|  | Phased inB |  | Phased inB | Fully loadedC |
| Common equity (CET1) | 84,739 |  | 79,800 | 79,705 |
| Tier1 (T1) | 94,385 |  | 90,170 | 90,076 |
| Eligible capital | 111,845 |  | 108,589 | 107,106 |
| Risk-weighted assets | 629,430 |  | 624,503 | 624,477 |
| CET1 capital ratio | 13.5% |  | 12.8% | 12.8% |
| T1 capital ratio | 15.0% |  | 14.4% | 14.4% |
| Total capital ratio | 17.8% |  | 17.4% | 17.2% |
| Leverage ratio | 4.90% |  | 4.78% | 4.78% |

A. 2023 and 2024 ratios are fully loaded, while the 2025 ratio is phased in.

B. The phased-in ratios include the transitory treatment of IFRS 9, calculated in accordance with article 473 bis of the Regulation on Capital Requirements (CRR) and

subsequent amendments introduced by Regulation 2020/873 of the European Union. Additionally, the Tier 1 and total phased-in capital ratios include the transitory

treatment according to chapter 2, title 1, part 10 of the aforementioned CRR.

C. CRR 3 fully-loaded criteria are not yet fully defined. However, our estimate for the fully-loaded CET1 ratio is comfortably above our >12% Investor Day target for 2025.

#### Capital ratios in

2025

After applying the transitory CRR provisions, the phased-in CET1

ratio at the end of 2025 was 13.5%, a 0.7 pp increase in the yearA.

The growth in the CET1 ratio was driven by 223 bps of capital

generation from attributable profit and by positive impacts from

markets and others (mostly HTC&S portfolio valuations). These

were partially offset by a -121 bp impact related to capital

distributions, including the deduction for the accrual of shareholder

remuneration against profit earned in 2025 (in line with our 50%

payout target) and AT1 costs.

Net RWA growth in the year resulted in a 25 bp charge (risk

transfer initiatives partly compensated organic RWA growth).

Additionally, we recorded -16 bps related to regulatory headwinds.

In January 2026, Santander completed the disposal of Santander

Poland (see section 2. 'Significant events in 2025' in this chapter)

which generated c.95 bps of additional capital, deployed to

shareholders via an additional share buyback (which commenced

on 4 February 2026) and towards the acquisition of TSB, once

completed, with impacts estimated at c.-55 bps and c.-50 bps,

respectively.

|  |
| --- |
|  |
| CET1 ratio in 2025 |
| % |

![8025]()

A. The December 2024 ratio is reported on a fully-loaded basis, excluding the transitional arrangements under IFRS 9 and CRR 2.

B. Deduction for expected shareholder remuneration and AT1 costs. Our target payout for 2025 results is approximately 50% of Group reported profit (excluding non-cash,

non-capital ratios impact items), divided approximately equally between cash dividends and share buybacks. The implementation of the shareholder remuneration policy is

subject to future corporate and regulatory decisions and approvals.

Annual report 2025452

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Regulatory capital ratios (phased-in)

The phased-in ratios are calculated by applying the CRR transitory

schedules. In general terms, the CRR 2 transitory schedule ended

on 31 December 2024 while the CRR 3 phase applies from 1

January 2025.

On a consolidated basis, the minimum levels required by the

European Central Bank in 2025 were 9.8% for the CET1 ratio and

14.1% for the total capital ratio.

Our capital requirements increased in 2025 compared to 2024 due

to:

• higher countercyclical buffer requirements by the competent

authorities in the countries in which we operate (+0.17 pp),

mainly due to the activation of a countercyclical buffer of 0.50%

of exposures in Spain; and

• a greater systemic risk buffer requirement (+0.03 pp).

At year end, the phased-in CET1 ratio was 13.5%, resulting in a

CET1 management buffer of 362 bps. This shows our ability to

generate capital organically, our solid position to be able to pay

dividends and our strong capital management.

The total phased-in capital ratio was 17.8%. Taking into account

the shortfall in AT1, Santander exceeded the 2025 minimum

regulatory requirements (i.e. distance to the maximum

distributable amount - MDA) by 333 bps.

The phased-in leverage ratio stood at 4.90%.

![CET1 eng.jpg]()

A. Countercyclical buffer.

B. Systemic risk buffer.

C. Global systemically important banks (G-SIB) buffer.

D. Capital conservation buffer.

|  |  |
| --- | --- |
|  |  |
| Regulatory capital (phased-in). Flow statement | |
| EUR million | |
|  | 2025 |
| Capital Core Tier 1 (CET 1) |  |
| Starting amount (31/12/2024) | 79,800 |
| Shares issued in the year and share premium | (3,519) |
| Treasury shares and own shares financed | (198) |
| Reserves | (1,376) |
| Attributable profit net of dividends | 10,576 |
| Other retained earnings | (1,301) |
| Minority interests | 558 |
| Decrease/(increase) in goodwill and other  intangible assets | 920 |
| Other | (722) |
| Ending amount (31/12/2025) | 84,739 |
| Additional Capital Tier 1 (AT1) |  |
| Starting amount (31/12/2024) | 10,371 |
| AT1 eligible instruments | (788) |
| AT1 excesses - subsidiaries | 63 |
| Residual value of intangible assets | — |
| Deductions | — |
| Ending amount (31/12/2025) | 9,645 |
| Capital Tier 2 (T2) |  |
| Starting amount (31/12/2024) | 18,418 |
| T2 eligible instruments | (1,115) |
| Generic funds and surplus loan-loss provisions-IRB | — |
| T2 excesses - subsidiaries | 157 |
| Deductions | — |
| Ending amount (31/12/2025) | 17,460 |
| Deductions from total capital | — |
| Total capital ending amount (31/12/2025) | 111,845 |

Annual report 2025453

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

These tables show the total risk-weighted assets (comprising the denominator of capital requirements based on risk) as well as their

geographic distribution.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Risk-weighted assets (phased-in CRR, phased-in IFRS 9) | | | | |
| EUR million | | | | |
|  | RWAs | |  | Minimum  capital  requirements |
|  | Dec-25 | Dec-24 |  | Dec-25 |
| Credit risk (excluding CCR) A | 471,745 | 499,560 |  | 37,740 |
| Of which: standardized approach (SA) | 280,993 | 283,612 |  | 22,479 |
| Of which: the foundation IRB (FIRB) approach | 52,965 | 59,981 |  | 4,237 |
| Of which: slotting approach B | 15,018 | 13,840 |  | 1,201 |
| Of which: IRB equities under the simple risk-weighted approach | 3,250 | 4,724 |  | 260 |
| Of which: the advanced IRB (AIRB) approach | 114,036 | 129,919 |  | 9,123 |
| Counterparty credit risk (CCR) | 14,081 | 18,089 |  | 1,127 |
| Of which: standardized approach | 11,816 | 15,035 |  | 945 |
| Of which: internal model method (IMM) | — | — |  | — |
| Of which: exposures to a CCP | 372 | 294 |  | 30 |
| Of which: other CCR | 1,894 | 2,761 |  | 152 |
| Credit valuation adjustments risk - CVA risk | 2,461 | 679 |  | 197 |
| Of which the basic approach (F-BA and R-BA) | 2,461 | 679 |  | 197 |
| Settlement risk | 555 | 173 |  | 44 |
| Securitization exposure in the banking book (after the cap) | 16,683 | 15,705 |  | 1,335 |
| Of which: SEC-IRBA approach | 7,547 | 7,285 |  | 604 |
| Of which: SEC-ERBA approach | 2,454 | 2,484 |  | 196 |
| Of which: SEC-SA approach B | 6,682 | 5,935 |  | 535 |
| Of which: 1,250% deduction C | — | — |  | — |
| Position, foreign exchange and commodities risks (Market risk) | 21,478 | 17,946 |  | 1,718 |
| Of which: standardized approach | 11,853 | 10,693 |  | 948 |
| Of which: internal model approach (IMA) | 9,625 | 7,253 |  | 770 |
| Large exposures | — | — |  | — |
| Operational risk | 102,427 | 72,351 |  | 8,194 |
| Amounts below the thresholds for deduction (subject to 250% risk weight) | 24,315 | 22,656 |  | 1,945 |
| Output floor applied (%) | 50% | N/A |  | N/A |
| Total B | 629,430 | 624,503 |  | 50,354 |

A. Includes equities under the PD/LGD approach.

B. For more detail, see Pillar 3 report.

C. Information prepared following the update of the EBA (24.05.22, 'ITS on institutions’ Pillar 3 public disclosures'). Banco Santander, S.A. deducts from capital those

securitizations that meet the deduction requirements, and therefore does not apply a 1,250% weighting to these exposures. This row does not include the EUR 7,742 million

in 2025 and EUR 8,367 million in 2024 that would result from applying this weighting to these exposures.

Annual report 2025454

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| RWAs by geographical distribution (phased-in CRR, phased-in IFRS 9) | | | |  | | | | |
| EUR billion | | | | | | | | |
|  | TOTAL | EUROPE | o/w:  Spain | o/w:  United  Kingdom | NORTH  AMERICA | o/w: US | SOUTH  AMERICA | o/w:  Brazil |
| Credit risk (excluding CRR) | 505 | 313 | 169 | 55 | 78 | 52 | 114 | 80 |
| of which, standardised approach (SA) | 280 | 122 | 47 | 18 | 67 | 50 | 91 | 59 |
| of which, internal rating-based (IRB) approach | 183 | 156 | 95 | 33 | 8 | 0 | 18 | 17 |
| of which, securitizations A | 17 | 14 | 10 | 2 | 2 | 2 | 0 | 0 |
| of which, rest | 26 | 20 | 17 | 1 | 2 | 1 | 5 | 3 |
| Market risk | 21 | 16 | 16 | 0 | 1 | 1 | 4 | 2 |
| Operational risk | 102 | 52 | 25 | 12 | 21 | 16 | 23 | 8 |
| Total | 629 | 381 | 210 | 68 | 100 | 70 | 142 | 90 |

Note: breakdown according to debtor’s residency, except operational risk (management criteria). Counterparty RWAs are included in the IRB/STD approaches. The amounts

shown in the table are presented in EUR billion, therefore, the amounts have been rounded. Consequently, in certain instances, the sum of the numbers in a column or a row in

tables contained in this report may not conform exactly to the total figure given for that column or row.

A. It does not include 1,250% deductions. See footnote C in the previous table.

![Mapa capital ing.jpg]()

Note: EUR 6 billion allocated to other countries (1% of total Group RWAs).

Annual report 2025455

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

This table presents the main changes to capital requirements from

credit risk:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Credit risk capital movements  A | | |
| EUR million | | |
|  | RWAs | Capital  requirements |
| Starting amount (31/12/2024) | 533,207 | 42,657 |
| Asset size | 11,960 | 957 |
| Asset quality | (1,814) | (145) |
| Model updates | 2,636 | 211 |
| Methodology and policy | (26,227) | (2,098) |
| Acquisitions and disposals | 470 | 38 |
| Foreign exchange movements | (17,564) | (1,405) |
| Other | — | — |
| Ending amount (31/12/2025) | 502,668 | 40,213 |

A. Includes capital requirements from equity, securitizations and counterparty risk

(excluding CVA and CCP).

Credit risk RWAs decreased EUR 30,539 million in 2025. This was

largely due to 'Methodology and policy' driven by changes

introduced by the new CRR 3 capital regulation, which resulted in

an impact of -EUR 27,310 million (primarily in advanced models

due to the removal of the scaling factor, the application of the

effective maturity (M) in F-IRB and the reduction of unsecured LGD

in corporate exposures under the F-IRB approach). Risk-weighted

assets also declined due to the impact of exchange rates, -EUR

17,564 million (mainly the US dollar and the pound sterling) and,

to a lesser extent, to 'Asset quality'.

These reductions were partially offset by increases in 'Asset size',

with generalized growth across businesses, mitigated, in part, by

securitizations (-EUR 24,621 million in the year). 'Model updates'

also contributed to RWA growth (+EUR 2,636 million).

#### Economic capital

Economic capital is the capital required to cover all risks from our

activity with a certain level of solvency. We measure it using an

internal model. To calculate the required capital, we determine our

solvency level based on our long-term rating target of 'A' (in line

with the Kingdom of Spain); this represents a confidence level of

99.95% (above the regulatory level of 99.90%).

Our economic capital model measurements cover all significant

risks incurred in our activity (concentration risk, structural interest

rate risk, business risk, pensions risk, deferred tax assets (DTAs),

goodwill and others that are beyond the scope of regulatory Pillar

1). It also considers diversification, which is key to determining and

understanding our risk profile and solvency in view of our

multinational operations and businesses.

Our total risk and related economic capital are less than the sum of

the risk and capital of all individual units combined. Because our

business spans several countries in a structure of separate legal

entities with different customer and product segments and risk

types, our earnings are less vulnerable to adverse situations for

any given market, portfolio, customer type or risk. Despite

increasing economic globalization, economic cycles and their

impact differ by country. Groups with a global presence tend to

have more stable results and are more resistant to market or

portfolio crises, which translates into lower risk.

In contrast to regulatory criteria, we consider such intangible

assets as DTAs and goodwill to retain value (even in a hypothetical

resolution), owing to the geographic structure of our subsidiaries.

Thus, we can value assets and estimate their unexpected loss and

capital impact.

Economic capital is an essential internal management tool that

helps us develop our strategy, assess solvency and manage

portfolio and business risk. As such, it is a key part of the

Supervisory Review and Evaluation Process (SREP).

Regarding Basel Pillar 2, we use our economic model for the

internal capital adequacy assessment process (ICAAP). We plan

business progression and capital needs under a baseline scenario

and alternative stress scenarios to make sure we meet our

solvency objectives, even in adverse scenarios.

Economic capital-derived metrics help us assess risk-return

objectives, price operations based on risk, determine how

economically viable projects are, and value country units and

business lines to fulfil our overriding objective of maximizing

shareholder value.

As a homogeneous risk measure, we can use economic capital to

explain how we distribute risk throughout Santander, bringing

together several activities and risk types under a single metric.

Given its relevance to internal management, Santander includes

several economic capital-derived metrics from both a capital needs

and a risk-return point of view, within a conservative risk appetite

framework established at both Group and subsidiary levels.

Required economic capital in December 2025 amounted to EUR

70,594 million. Compared to the available economic capital base of

EUR 101,053 million, this implies a capital surplus of EUR 30,459

million.

Annual report 2025456

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Reconciliation of economic and regulatory capital | | |
| EUR million | | |
|  | Dec-25 | Dec-24 |
| Net capital and issuance premiums | 42,245 | 45,961 |
| Reserves and retained profits | 95,237 | 85,979 |
| Valuation adjustments | (40,445) | (38,323) |
| Minority interests | 9,037 | 8,485 |
| Prudential filters | (797) | (912) |
| Other | (4,224) | (4,847) |
| Base economic capital available | 101,053 | 96,342 |
| Deductions | (16,484) | (17,379) |
| Goodwill | (12,905) | (13,664) |
| Other intangible assets | (2,132) | (2,293) |
| DTAs | (1,447) | (1,423) |
| Other | 170 | 743 |
| Base regulatory (CET1) capital  available A | 84,739 | 79,705 |
|  |  |  |
| Base economic capital available | 101,053 | 96,342 |
| Economic capital required B | 70,594 | 69,984 |
| Capital surplus | 30,459 | 26,358 |

|  |
| --- |
|  |
| A.2024 data fully loaded, 2025 phased in. |
| B. For a better comparison with regulatory capital, the differences in goodwill due  to FX changes are included in the required economic capital. All figures  according to EC 2025 methodology. |

The main difference compared to regulatory CET1 is the treatment

of goodwill, other intangible assets and DTAs; we consider them

additional capital requirements rather than a deduction from

available capital.

#### Profitability metrics and Economic Value Added

One of the Group's primary priorities is to manage capital by

ensuring that we make a profitable allocation of capital in all our

activities.

Our strategy includes investing capital in markets, country units,

global businesses and portfolios with the highest returns on

capital, ensuring strong and sustainable shareholder value

creation. Metrics such as RoTE, RoRWA and RoRAC are part of

approvals and monitoring policies. These metrics help us compare

the return on operations, customers, portfolios and businesses on a

like-for-like basis. We can identify what is obtaining a risk-adjusted

return higher than its cost of capital and thus align risk and

business management to maximize economic value added (EVA).

We regularly assess the level and progression of EVA across the

Group's country units and global businesses, both from a

regulatory and economic capital point of view. EVA is the profit

generated above the cost of capital employed.

The minimum return on capital a transaction must obtain is

determined by the cost of capital (i.e. the minimum compensation

required by shareholders). We calculate it by adding the premium

shareholders demand to invest in Santander to the risk-free return.

The premium depends essentially on the degree of volatility in our

share price with respect to market performance. Santander's cost

of capital in 2025 was 12.0% (similar to 2024).

On top of reviewing the cost of capital every year, we also estimate

a cost of capital for each business unit based on its features (under

the philosophy that subsidiaries manage capital and liquidity

autonomously) to determine whether each business is capable of

creating value on a standalone basis.

In 2025, we generated EUR 6.2 billion EVA for our shareholders.

The following table shows the Group's economic value added and

RoRAC at the end of December 2025.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Economic Value Added and RoRAC | | | | | |
| EUR million | | | | | |
|  | 2025 | |  | 2024 | |
|  | RoRAC | EVA |  | RoRAC | EVA |
| Total Group | 19.9% | 6,160 |  | 17.5% | 4,332 |

Additionally, we also internally use a Shareholder Value Added

(SVA) view which adjusts components that affect shareholder

value creation but are not reflected in results.

Identifying and managing businesses with low profitability is part

of the Group's capital optimization process. We dynamically target

and actively monitor customers, portfolios, global businesses and

markets with attractive returns on capital.

To ensure improved profitability and maximize capital productivity,

we must focus on capital efficiency from origination. Pricing is an

objective process based on the characteristics of the transaction,

product, borrower, segment and market. Furthermore, it should

ensure that the price exceeds a minimum threshold covering at

least funding, operating, credit and capital costs, as well as an

additional spread that takes into account demand sensitivity to

prices and value generation. Therefore, pricing should aim to

maximize profitability, with positive EVA for every transaction,

customer, portfolio and/or global business, and ensure compliance

with minimum return on capital targets.

Annual report 2025457

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Santander has granular approval tools for the CIB and corporate

segments which it uses to calculate the return on both regulatory

and economic capital (RoRWA and RoRAC) and determine

appropriate pricing. For retail segments, tools are locally

developed by the units, tailoring them to the individual

characteristics of each market. We also employ a granular tool to

track returns on capital on a like-for-like basis between units.

Our approval tools enable us to identify and justify any new loans

with a pricing below the minimum threshold and our monitoring

tools enable us to identify operations with profitability below the

cost of capital, thereby recurrently destroying value. To try to

ensure that all customer relationships add value, we regularly

monitor and actively manage low performing customers through

specific action plans.

Both approvals and profitability monitoring have a robust approval

and review governance which: i) ensures the consideration of

minimum pricing thresholds are properly integrated into capital

processes; ii) establishes a timely scaling/authorizing process; and

iii) that detailed follow-ups are carried out for operations approved

below the minimum threshold.

#### Capital planning and stress tests

Capital stress test exercises are a key tool in banks' dynamic

assessments of their risks and solvency. These forward-looking

reviews are based on unlikely-but-plausible macroeconomic and

idiosyncratic scenarios. They require robust planning models that

can translate the effects defined in the projected scenarios to

elements that affect solvency.

The ultimate aim of these exercises is to assess risks and solvency

thoroughly to determine capital requirements if a bank fails to

meet its regulatory and internal capital objectives.

Santander has an internal capital stress and planning process to

respond to various regulatory exercises and is a key tool integrated

within management and strategy. They aim to ensure sufficient

current and future capital, even in unlikely-but-plausible economic

scenarios. We estimate results in various business environments

(including severe recessions as well as expected macroeconomic

environments), based on our initial situation (defined using

financial statements, capital base, risk parameters and regulatory

and economic ratios) to determine our solvency ratios, usually for a

three-year period.

Planning offers a comprehensive view of our capital for the

analysed period and in each of the defined scenarios based on

regulatory capital and economic capital metrics.

This chart describes the structure in place:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
| 1 | Macroeconomic  scenario |  | • Central and recession  • Idiosyncratic:  based on specific risks the entity faces  • Multi-year  horizon  • Reverse stress tests |  |
|  |  |  |
|  |  |  |  |
| 2 | Balance sheet  and income statement forecasts | • Projection of  volumes . Business  strategy  • Margins and  funding costs  • Fees and operating  expenses  • Market  shocks and  operational  losses  • Credit losses and  provisions . PIT LGD and PD models  • IFRS 9 models and migration among stages |  |
|  |  |  |
|  |  |  |  |
| 3 | Capital requirements  forecasts | • Consistent  with projected balance sheet  • Regulatory and economic risk parameters  (PD, LGD and EAD) |  |
|  |  |  |  |
| 4 | Solvency analysis | • Available  capital base. Profits and dividends  • Regulatory and legislative impacts  • Capital and solvency ratios  • Compliance  with capital  objectives  • Regulatory and economic view |  |
|  |  |  |
|  |  |  |  |
| 5 | Action plan | • In the event of failure to comply with internal objectives or regulatory requirements |  |
|  |  |  |  |  |

Annual report 2025458

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

This structure supports the ultimate objective of capital planning,

by making it an important strategic component that:

• ensures current and future solvency, even in adverse economic

scenarios;

• facilitates communication with the market and supervisors;

• ensures comprehensive capital management, analyses specific

effects and integrates them into strategic planning;

• enables a more efficient use of capital; and

• helps formulate our capital management strategy.

Senior managers are fully involved in and closely oversee capital

planning under a framework that ensures proper governance and is

subject to robust challenge, review and analysis.

In capital planning and stress analysis exercises, calculating the

required provisions under stress scenarios is key, especially to

cover losses on credit portfolios. It is particularly important for

income statement forecasts under adverse scenarios.

To calculate loan-loss provisions of the credit portfolio, we use a

methodology that ensures provisions cover loan losses projected

by internal expected loss models, based on exposure at default

(EAD), probability of default (PD) and loss given default (LGD)

parameters, at all times.

In 2018, we adapted this methodology to incorporate changes

brought in by the new IFRS 9 regulations, with models to calculate

balances by stages (S1, S2, S3) as well as the movements between

them and the loan-loss provisions in accordance with the new

standards.

Our capital planning and stress analysis culminate in an analysis of

solvency under various scenarios over a set period to measure

capital adequacy and ensure we meet all internal capital and

regulatory requirements.

Should we fail to meet our capital objectives, we would draw up an

action plan with the measures needed to attain the minimum

capital desired. We analyse and quantify those measures as part of

internal exercises even if we don't need to use them as we exceed

the minimum capital thresholds.

Santander carries out its internal stress and capital planning

transversally throughout the Group, at the consolidated and local

levels. Our subsidiaries use it as an internal management tool,

particularly to respond to local regulatory requirements.

We have undergone 10 external stress tests since the beginning of

the economic crisis in 2008. Every test proved our strength and

solvency in the most extreme and severe macroeconomic scenarios

showing that, owing to our business model and geographic

diversification, we would still be capable of generating a profit for

shareholders while satisfying the most demanding regulatory

requirements.

The ECB determines and sets Pillar 2 Guidance (P2G) according to

the results of the adverse scenario in these supervisory stress tests,

including the EU-level stress tests carried out by the EBA. When

determining the P2G, the ECB considers the maximum impact

expected on the CET1 ratio, which, for this purpose, is the

difference between the lowest CET1 ratio in the adverse scenario

over the projection horizon and the real CET1 ratio at the starting

point. The following section details the result of the latest ECB and

EBA stress test in 2025.

We have also conducted internal stress tests every year since 2008

as part of our ICAAP (Basel Pillar 2). Every test has proven our

capacity to confront the most difficult exercises globally and

locally. We carry out these capital planning processes using tools

shared throughout the Group.

We incorporate an analysis of the potential impact of climate risks

(transition risk and physical risk) into internal stress exercises in

addition to expressly considering them in the macroeconomic

scenario definitions, in line with industry best practices and

supervisory expectations.

In 2022, Santander participated in the ECB's first climate risk stress

test comprising three parts: i) the supervisor assessed entities’

internal capacities; ii) the entities provided information on their

main customers' emissions and revenue shares by activity sector to

the supervisor; and iii) the ECB made projections under various

transition risk, heat wave risk and flood risk scenarios. The ECB

published aggregate results for the industry as a whole.

Annual report 2025459

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### ECB and EBA 2025 stress test

In August 2025, the European Banking Authority (EBA) published the results of its 2025 EU-wide stress test, which involved the major

European banks, in coordination with the European Central Bank (ECB) and the European Systemic Risk Board (ESRB).

This exercise assesses the resilience of these banks' main balance

sheet and income statement items under two different

macroeconomic scenarios (baseline and adverse).

The balance sheets as at 31 December 2024 were taken as a

starting point and the expected behaviours of business models of

each of the banks were compared in order to gauge the expected

losses and the ability of the balance sheet to withstand such losses

without requiring external support.

On this occasion, as with previous exercises, there was no

minimum capital threshold to meet. Instead, results will be taken

into account when determining the SREP requirements.

The baseline scenario assumes the most likely economic

performance according to the models used by the supervisor. The

very unlikely adverse scenario assumes a severe deterioration in

both macroeconomic and global financial market conditions. This

year's adverse scenario assumes a severe global downturn caused

by a hypothetical escalation in geopolitical tensions leading to a

contraction in GDP, sustained inflation and a rise in

unemployment.

The GDP scenarios used to project the evolution of the Group's

main countries were as follows:

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Gross Domestic Product (GDP) | | |  | | |  | | |  | | |  | | |  | | |
| Change (%) | | |  | | |  | | |  | | |  | | |  | | |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Spain | |  | UK | |  | US | |  | Mexico | |  | Brazil | |  | Chile | |
|  | 2025 | 2025-27 |  | 2025 | 2025-27 |  | 2025 | 2025-27 |  | 2025 | 2025-27 |  | 2025 | 2025-27 |  | 2025 | 2025-27 |
| Baseline scenario | 2.5 | 6.1 |  | 1.5 | 4.5 |  | 2.2 | 6.3 |  | 1.3 | 5.6 |  | 2.2 | 6.9 |  | 2.4 | 7.3 |
| Adverse scenario | (2.5) | (4.0) |  | (4.5) | (10.3) |  | (5.1) | (3.3) |  | (4.7) | (7.0) |  | (3.3) | (2.9) |  | (5.1) | (3.2) |

Since 2008, the Group has undergone 10 stress tests and

demonstrated in all of them the strength of its business model

and, consequently, that its solvency levels are sufficient to face the

most severe macroeconomic scenarios.

Our business and geographic diversification provides us with more

stable and non-interrelated sources of income, so that even if the

macroeconomic situation were to deteriorate globally, we would

be capable of generating profit for our shareholders while

satisfying the most demanding regulatory requirements, and

thereby ensure an adequate capital position in line with regulatory

requirements.

|  |
| --- |
|  |
| Fully-loaded CET1 ratio 2027 vs. 2024 |
| Adverse scenario. Basis points |

![Imagen2.jpg]()

According to the results obtained from this stress test, under the

adverse scenario, Santander would destroy just 173 bps of fully-

loaded capital. This compares to a peer average of 231 bps and the

average of European banking system of more than 300 bps.

This implies that, in absolute terms, the Group at the end of the

stressed horizon in the adverse scenario, would have a fully-

loaded CET1 ratio that is 50 bps better than the average of its

European peers.

Even in the adverse scenario, Santander was forecasted to

generate a cumulative profit of EUR 10,769 million, well above its

peers (average projected profit of EUR 805 million) and the system

(averaging a projected loss of EUR 278 million).

|  |
| --- |
|  |
| Profit after tax (2025-2027) |
| Adverse scenario. EUR million |

![PAT stress test.jpg]()

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|  |  |  | Peer average |  |  | System |  |  |
|  |  |  |  |  |  |  |  |  |

Annual report 2025460

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Total Loss-Absorbing Capacity (TLAC) and

Minimum Requirement for own funds and

Eligible Liabilities (MREL)

In November 2015, the FSB published the TLAC term sheet based

on the previously published principles for crisis management

frameworks. It aims to ensure global systemically important banks

(G-SIBs) will have the capacity to absorb losses and recapitalize as

required to maintain critical functions during and immediately after

resolution proceedings without compromising public funds or

financial stability.

From 1 January 2022, the TLAC term sheet requires each G-SIB to

have an individually set minimum TLAC level that is the greater of

18% of RWAs and 6.75% of the Basel III Tier 1 leverage ratio

exposure.

Some jurisdictions have already transposed the TLAC term sheet

into law (as is the case in Europe, the US and Mexico as of 1

January 2023); however, other jurisdictions where we operate (e.g.

Brazil) have yet to do so.

In Europe, the final texts of CRR 2 and BRRD 2, which amend the

resolution framework, were published in June 2019. One of the

main objectives of this revision was to implement the TLAC

requirement in Europe.

The CRR 2, which came into force in June 2019, dictates the 18% of

RWAs minimum requirement for G-SIBs as set in the TLAC term

sheet. It must be made up of subordinated liabilities (with the

exception of a percentage of senior debt of maximum of 3.5% or

RWAs, with the resolution authority's authorization).

As of 31 December 2025, the TLAC of the resolution group headed

by Banco Santander, S.A. stood at 27.2% of RWAs and 8.1% of the

leverage ratio exposure.

The BRRD 2 was transposed into law in Spain in 2021.

G-SIBs also have a Pillar 2 requirement in addition to the minimum

CRR TLAC requirement, owing to the MREL methodology in the

BRRD 2.

In May 2025, Banco de España formally communicated the

(binding) MREL requirement for the Banco Santander, S.A.

Resolution Group (sub-consolidated):

• Until 7 May 2025, the Group needed to meet the minimum

requirement set at the highest of 32.39% of the Resolution

Group’s RWAs and 12.23% of the Resolution Group’s leverage

ratio exposure. Of the total MREL requirement, a minimum

subordination level was fixed as the highest of 11.30% of RWAs

and 6.22% of the leverage ratio exposure. However, the

Resolution Group headed by Banco Santander, S.A.'s minimum

subordination is determined by TLAC, not by MREL, as the TLAC

subordination requirement is greater. This MREL requirement

was based on December 2022 data.

• From 7 May 2025 until a new official communication by Banco

de España, the Group must meet the minimum requirement set

at the highest of 31.92% of the Resolution Group’s RWAs and

12.75% of the Resolution Group’s leverage ratio exposure. Of the

total MREL requirement, a minimum subordination level was

fixed as the highest of 10.95% of RWAs and 6.27% of the

leverage ratio exposure. This MREL requirement is based on

December 2023 data.

• As at 31 December 2025, Banco Santander, S.A.'s MREL was

39.7% of RWAs and 15.2% of the leverage ratio exposure and

subordinated MREL was 34.0% of RWAs and 13.1% of the

leverage ratio exposure. As a result, Banco Santander, S.A. met

its MREL requirements.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| TLAC |  | MREL |
| %. 31 December 2025 |  | %. 31 December 2025 |
| TLAC eng.jpg |  | MREL eng.jpg |
| A. CBR: Combined Buffer Requirement, comprising a capital conservation buffer (2.5%), a G-SII buffer (1.25%), a countercyclical capital buffer (0.59%) and a systemic risk  buffer (0.08%). | | |

Annual report 2025461

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#### 4.6 Special situations and resolution

Corporate special situations and resolution

framework: crisis management, recovery and

resolution planning

This section summarizes the main developments in the year

relating to preparing and strengthening mechanisms for a

potential crisis, recovery plans and preparing and executing

initiatives to improve resolvability plans.

#### Corporate framework for special situations and resolution

The framework enables our units and global businesses to

aggregate and clearly interpret the various mechanisms for

monitoring, escalating and managing both financial and non-

financial events as well as governance. It helps link the action

plans (e.g. contingency plans, business continuity plans, recovery

plans) to be executed in each phase.

We base crisis governance on a collective decision-making model

that is organized into and operated under severity levels to

facilitate flexibility and sequential decision-making. For instance, in

the most severe stages of a hypothetical crisis, the Gold

committee, composed of the Group’s top executives supported by

the Silver forum and other specialists such as the Bronze teams,

would be the leading decision-making body.

The framework aims to encourage the sharing of best practices

across the Group and continuous collaboration between

subsidiaries and corporate teams (including coordination in the

recovery planning and resolution preparation phases) to continue

to effectively develop our management and control model.

Two of Santander's key processes are the recovery plan and the

bail-in playbook, which describes the resolution tool's execution.

#### Crisis management

During 2025, we managed several important events, including: i)

operational incidents, such as the major power blackout across the

Iberian peninsula and the outage of the TARGET2 payment system,

which settles euro-denominated wholesale transactions; ii)

geopolitical and/or macroeconomic events, including the armed

conflict in the Middle East and tariff-related tensions; and iii)

natural disasters, such as the floods in Bahía Blanca, Argentina.

These events and the lessons derived from them underscored

certain considerations, including:

• Responsiveness and resilience. The power blackout in Spain and

Portugal demonstrated the Group's ability to maintain

operational continuity in highly complex situations. Preparation

and adequate contingency mechanisms help to limit disruptions

to banking and financial services and thus, contribute to overall

system stability.

• The importance of real-time information. In an increasingly

dynamic financial environment, with factors such as instant

payments and exposure to unpredictable events —including

cyberattacks and technology failures— having real-time

monitoring tools is essential to detect anomalies or spikes in

activity that may signal the onset of critical situations.

• The benefits of ex ante preparation. Crisis simulation and

management exercises conducted over the past few years

continue to demonstrate their effectiveness by fostering swift

and coordinated responses, based on prior experiences.

• Global coordination as a strength. Collaboration between the

Group's subsidiaries and its five global businesses was a

determining factor in the management of the events experienced

in 2025. Mechanisms such as the ability to summon global crisis

governance bodies, including the Bronze teams and the global

Silver forum, close coordination between Crisis Management

Directors (CMDs) and the relevant functions, as well as corporate

guidelines, strengthened the effectiveness of the response.

To further strengthen and improve our crisis prevention and

management model, we carried out several initiatives in 2025:

• We strengthened controls against internal threats, through

specific programmes aimed at expanding preventive and

response capabilities.

• We updated protocols related to disinformation and emerging

threats, to adapt them to an increasingly complex environment in

media and technology.

• We enhanced business continuity and operational resilience,

through the review and expansion of the continuity plans in

critical units, as well as the assessment of alternative solutions

to ensure connectivity and operational continuity under adverse

scenarios.

In conclusion, despite the very different nature and complexity of

the challenges faced during 2025, the Group's crisis management

model once again demonstrated its strength. Nevertheless, in an

increasingly dynamic global environment, the Group remains

firmly committed to further strengthening its mechanisms,

capabilities and management tools in order to anticipate and

effectively address potential challenges in the future.

#### Recovery plans

Context. During 2025, Santander drew up its 16th corporate

recovery plan. It sets out measures we have at our disposal to

survive a very severe crisis without extraordinary public aid, in

accordance with article 5.3 of the BRRD.

Two of its primary aims are to test: i) the feasibility, effectiveness

and credibility of the recovery measures; and ii) the suitability of

the recovery indicators and their respective thresholds, above

which decision-making would be escalated to address stress

situations.

It sets out different macroeconomic and/or financial crisis

scenarios that could materialize in idiosyncratic, systemic and/or

combined events that could lead the Group to trigger the plan.

The recovery plan should not be considered an instrument separate

from our structural mechanisms to measure, manage and

supervise risk. It is aligned with the risk appetite framework (RAF),

the risk appetite statement (RAS), the risk profile assessment

(RPA), the business continuity management system (BCMS) and

the internal assessments of capital and liquidity (ICAAP and ILAAP,

respectively), among other tools. It is also integrated into the

Group's strategic plans.

Progress in 2025.  As we do every year, in 2025 we improved the

recovery plan further, having included the following during the

year:

• Dynamic thresholds and a more conservative calibration of

certain indicators, enhanced scenario descriptions and a more

detailed analysis of the entity's risk profile in each scenario.

Annual report 2025462

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• Further detail on the process and the feasibility assessment of

partial and full disposals.

• The execution of two additional recovery measure simulations:

the reduction of lending activity and the disposal of corporate

and investment banking portfolios.

The key takeaways from our review of the 2025 corporate recovery

plan were:

• There are no material interdependencies between our different

subsidiaries and each has sufficient capacity to emerge from a

recovery situation on its own. This strengthens the Group's

model based on units that are autonomous with respect to

liquidity and capital.

• Amid a serious financial or solvency crisis, no subsidiary is

important enough to trigger the corporate recovery plan by

causing the severest recovery indicator levels to be breached.

• Available measures ensure we have ample recovery capacity in

all scenarios and we have sufficiently robust governance to

manage stresses that vary in nature and intensity.

These factors prove our business model and geographic

diversification strategy continue to represent a strength from a

recovery standpoint.

Regulation and governance. Santander’s recovery plan complies

with EU regulations and follows the non-binding recommendations

of the Financial Stability Board (FSB) and other international

bodies.

We submitted our latest plan to the Single Supervisory Mechanism

in October 2025; the EBA has a six month window to make formal

considerations.

Santander's recovery plan comprises the corporate plan (Banco

Santander, S.A.), local plans for the UK, Brazil, Mexico, the US,

Germany, Argentina, Chile, Portugal, Norway and Peru and a

recovery plan summary for Santander Bank Polska S.A. and

Santander Consumer Bank S.A. -Poland-. All subsidiaries (except

Santander Chile and Santander Peru) must draw up a local plan in

compliance with local regulations and corporate requirements.

Though the board of Banco Santander, S.A. approves the corporate

plan, relevant content and figures are previously submitted to and

discussed by the Silver forum, Gold committee, risk control

committee and the risk supervision, regulation and compliance

committee. Local plans are approved by local bodies in

coordination with the Group (as they are included in the Group's

corporate plan).

#### Resolution plans

The relevant authorities prepare the resolution plans1, and

Santander cooperates with them by providing all requested

information. During 2025, the supervisory and resolution

authorities that form part of the Crisis Management Group (CMG),

a forum focused on crisis management in systemically important

international banks, reaffirmed their decision to apply a multiple

point of entry (MPE) strategy in a hypothetical resolution. Under

this strategy, which is structured around 11 different resolution

groups, the parent company, Banco Santander, S.A., along with the

rest of its subsidiaries within the Banking Union, constitutes the

main resolution group (Banking Union Resolution Group - BURG).

This strategy is consistent with our legal and business structure, as

the 11 resolution groups can be resolved independently without

involving other parts of the organization, given the low level of

interconnection.

In 2025, we prepared our annual work plan to continue to meet

resolution planning requirements. Banco Santander, S.A.’s board of

directors approved it in February 2026, prior to its definitive

submission to the Single Resolution Board (SRB). The plan defined,

among others, the following actions:

1. With the exception of the US, where individual entities draw up their own resolution plans.

Annual report 2025463

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1) Continue to conduct simulation and testing exercises

In 2025, we performed different exercises:

• In June, we carried out a dry-run simulation to ensure that the

bank is able to list and provide additional information on the

financial market infrastructures (FMIs) used by the units which

compose the BURG, within a maximum timeframe of 24 hours.

• In June, we reviewed the contingency plans of three FMIs, to

verify that they contain all the information required by the

resolution authority.

• In July, we conducted a pilot study of the Minimum Bail-in Data

Template (MBDT).

• In November, we carried out a dry-run simulation on the

execution of the resolution tool (i.e. bail-in), with the aim of

demonstrating that the bank is familiar with the steps to be

followed in the event of resolution, including the internal and

external execution of the tool, communication, governance and

related processes. Santander Consumer Bank AS (in Norway) was

included for the first time in this exercise.

• Also in November, we carried out a week-long simulation

consisting of the daily generation of relevant information on

intraday liquidity. This exercise's aim was to demonstrate the

bank’s ability to generate this information before, during and

after resolution.

2) Continue to work on the separability of important subsidiaries

in the resolution group headed by Banco Santander, S.A.

During 2025, we continued with the work on separability, focusing

on improving our ability to implement alternative business

disposal tools in the event of resolution, through the development

of an advanced separability analysis report. In addition, we

prepared business transferability manuals for several relevant

entities within the resolution group, with the aim of understanding

how to execute the sale of a business from an operational

perspective in a resolution scenario.

3) Guarantee operational continuity in resolution situations

In 2025, we continued to work on ensuring operational continuity

in resolution, by focusing on enhancing the information systems

used to capture data on services, suppliers, operational assets and

personnel which are relevant in a resolution scenario.

4) Conduct an in-depth analysis on the calculation of the

Minimum Requirement for Own Funds and Eligible Liabilities

(MREL)

In June, the SRB carried out an on-site exercise at the Santander, to

verify the calculation of own funds and eligible liabilities. Over a

five-day period, the SRB and other national resolution authorities

met with all the teams involved, who set out the methodology

applied in the process.

Annual report 2025464

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5. Financial information by segment

#### 5.1 Description of segments during

2025

We base segment reporting on financial information presented to

the chief operating decision maker, which excludes certain

statutory results items that distort year-on-year comparisons and

are not considered for management reporting. This financial

information (underlying basis) is computed by adjusting reported

results for the effects of certain gains and losses (e.g. capital gains,

write-downs, impairment of goodwill, etc.). These gains and losses

are items that management and investors ordinarily identify and

consider separately to better understand the underlying trends in

the business. For more details, see [note 52.c](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1237) to the consolidated

financial statements.

Santander has aligned the information in this chapter with the

underlying information used internally for management reporting

and with that presented in the Group's other public documents.

The executive committee of Santander's board of directors has

been selected to be its chief operating decision maker. The Group's

operating segments reflect its organizational and managerial

structures. The executive committee reviews internal reporting

based on these segments to assess performance and allocate

resources.

The segments are split by global business and by country in which

profits are earned. We prepare the financial information by

aggregating the figures for Group’s global businesses and

countries, relating it to both the accounting data of the business

units integrated in each segment and that provided by

management information systems. The same general principles as

those used in the Group are applied.

#### Main changes to the composition of Santander's

#### segments in 2025

The main changes we applied from 1 January 2025 to the

management information for all periods included in the

consolidated financial statements were:

• To better align reporting with the changes to the management

structure in Wealth Management & Insurance, investment

platforms (Investment Platforms Unit) and certain stakes in

companies, mainly in the real estate sector, that were previously

recorded in Retail & Commercial Banking or Corporate &

Investment Banking were incorporated into Wealth Management

& Insurance. We therefore incorporated a new vertical, Portfolio

Investments, focusing on the management of said investment

platforms and stakes that complement Wealth's traditional

business, enhancing the product and service offering for our

clients.

• Some profit sharing criteria between Retail & Commercial

Banking and Cards were improved, aligning criteria across the

Group.

• Additionally, we completed the usual annual adjustment of the

perimeter of the Global Customer Relationship Model between

Retail & Commercial Banking and Corporate & Investment

Banking and between Retail & Commercial Banking and Wealth

Management & Insurance.

• In secondary segments, as part of our transformation strategy

and after a year with our five global businesses in full operation,

the board of directors approved the dissolution of the regional

structures, having fulfilled their mission to support the transition

to the global operating model. As a result, we no longer report

regional information and the secondary segments are structured

into the 10 main units (nine countries and DCB Europe), the

Corporate Centre and ‘Rest of the Group’, which includes

everything that is not already included in the mentioned units.

None of the changes described above impact the Group's reported

global figures in the consolidated financial statements.

#### Primary segments

This primary level of segmentation, comprises six reportable

segments: five global businesses plus the Corporate Centre. The

global businesses are:

Retail & Commercial Banking (Retail): area that integrates the

retail banking business and commercial banking (individuals, SMEs

and corporates), except private banking clients and business

originated in the consumer finance and the cards businesses.

Detailed financial information is provided on Spain (Retail Spain),

the UK (Retail UK), Mexico (Retail Mexico) and Brazil (Retail Brazil),

which represent most of the total Retail business.

Digital Consumer Bank (Consumer): comprises all business

originated in the consumer finance companies, plus Openbank,

Open Digital Services (ODS) and SBNA Consumer. Detailed

financial information is provided on Europe (DCB Europe) and the

US (DCB US).

Corporate & Investment Banking (CIB): this business, which

includes Global Transaction Banking, Global Banking (Global Debt

Financing and Corporate Finance) and Global Markets, offers

products and services on a global scale to corporate and

institutional customers, and collaborates with other global

businesses to better serve our broad customer base.

Annual report 2025465

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Wealth Management & Insurance (Wealth):  includes the

corporate unit of Private Banking and International Private Banking

in Miami and Switzerland (Santander Private Banking), the asset

management business (Santander Asset Management), the

insurance business (Santander Insurance) and the unit that

manages the investment platforms and stakes that complement

Wealth's traditional business (the new vertical, Portfolio

Investments).

Payments:  comprises the Group's digital payments solutions,

providing global technological solutions for our banks and new

customers in the open market. It is structured in two businesses:

PagoNxt (Getnet, Ebury and PagoNxt Payments) and Cards (cards

platform and business in the countries where we operate).

#### Secondary segments

Following the dissolution of the regional management structures

at the beginning of 2025, this secondary level includes our main

geographical units. Detailed financial information is provided on

Spain, the UK, Portugal, Poland, DCB Europe, which includes

Santander Consumer Finance (the entire consumer finance

business in Europe), Openbank in Europe and ODS, the US, which

includes the holding company (SHUSA) and the businesses of

Santander Bank (SBNA), Santander Consumer USA (SC USA), the

specialized business unit Banco Santander International, the New

York branch and Santander US Capital Markets (SanCap), Mexico,

Brazil, Chile and Argentina. Information is also provided on the

Corporate Centre and ‘Rest of the Group’, which brings together

everything that is not included in the aforementioned geographical

units or the Corporate Centre.

The Corporate Centre includes the centralized activities relating to

equity stakes in financial companies, financial management of the

structural exchange rate position, assumed within the sphere of

the Group’s asset and liability committee, as well as management

of liquidity and of shareholders’ equity via issuances.

As the Group’s holding entity, this area manages all capital and

reserves and allocations of capital and liquidity with the other

businesses. It also incorporates goodwill impairments but not the

costs related to the Group’s central services (charged to the areas),

except for corporate and institutional expenses related to the

Group’s functioning.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | The information included on each of the segments in this report and the accounting principles under which their results are  presented here may differ from the accounting principles applied and the financial information separately prepared and disclosed  by our subsidiaries (some of which are publicly listed) which in name or geographical description may seem to correspond to the  segments covered in this report. Accordingly, the results of operations and trends shown for our segments in this document may  differ materially from those of such subsidiaries.  As described in section [4. 'Group financial performance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_664), the results of our segments presented below are only provided on the basis  of underlying results in accordance with IFRS 8. Therefore, the information included in this section, at both the Group and the  primary and secondary segment levels, includes Poland's results reported line by line as they were in previous disclosures. This is  because the management of Santander Poland remained unchanged until the Poland disposal was completed in January 2026, and  the following information relates to periods before the Poland disposal was completed. This reporting approach is consistent with  the information used internally in management reporting, as well as with other public Group disclosures. For the same reason, all  management metrics included in this section have been calculated including Poland, i.e. maintaining the same perimeter that  existed at the time of the announcement of the Poland disposal. For further information, see the [6. 'Alternative performance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778)  [measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) section.  The results of our segments presented below are provided on the basis of underlying results only and include the impact of foreign  exchange rate fluctuations. However, for a better understanding of the changes in the performance of our business areas, we also  provide and discuss the year-on-year changes to our results excluding such exchange rate impacts (i.e. in constant euros), except for  Argentina, and any grouping which includes it, where the variations in constant euros have been calculated considering the  Argentine peso exchange rate on the last working day for each of the periods presented. For further information, see the [6.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778)  ['Alternative performance measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) section.  The statements included in this section regarding Santander's competitiveness and that of its subsidiaries have been produced by  the Group based on public information (corporate websites of competing entities and information published by national banking  institutions).  Certain figures contained in this chapter have been subject to rounding to enhance their presentation. Accordingly, in certain  instances, the sum of the numbers in a column or a row in tables contained in this report may not conform exactly to the total figure  given for that column or row. |  |
|  |  |  |

Annual report 2025466

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 5.2 Summary of the Group's main business areas' income statements

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |
| Main items of the underlying income statement |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |
| Primary segments | Net interest  income | Net fee  income | Total  income | Net operating  income | Profit before  tax | Underlying  profit  attributable to  the parent |
| Retail & Commercial Banking | 26,409 | 4,784 | 31,216 | 18,902 | 11,167 | 7,666 |
| Digital Consumer Bank | 11,036 | 1,479 | 13,015 | 7,728 | 2,566 | 1,741 |
| Corporate & Investment Banking | 4,047 | 2,713 | 8,488 | 4,622 | 4,210 | 2,834 |
| Wealth Management & Insurance | 1,445 | 1,703 | 4,239 | 2,742 | 2,713 | 2,063 |
| Payments | 2,907 | 3,008 | 6,013 | 3,654 | 1,486 | 883 |
| PagoNxt | 167 | 1,059 | 1,373 | 235 | 134 | 96 |
| Cards | 2,740 | 1,949 | 4,640 | 3,419 | 1,353 | 787 |
| Corporate Centre | (490) | (27) | (581) | (983) | (1,275) | (1,085) |
| TOTAL GROUP | 45,354 | 13,661 | 62,390 | 36,665 | 20,867 | 14,101 |
|  |  |  |  |  |  |  |
| Secondary segments |  |  |  |  |  |  |
| Spain | 7,305 | 3,022 | 11,990 | 7,706 | 6,083 | 4,272 |
| UK | 5,008 | 369 | 5,280 | 2,509 | 1,794 | 1,307 |
| Portugal | 1,346 | 506 | 1,959 | 1,411 | 1,417 | 1,010 |
| Poland | 2,953 | 733 | 3,724 | 2,687 | 1,930 | 949 |
| DCB Europe | 4,685 | 804 | 5,925 | 3,314 | 1,398 | 772 |
| US | 5,888 | 1,328 | 7,929 | 4,116 | 1,748 | 1,541 |
| Mexico | 4,554 | 1,454 | 6,305 | 3,685 | 2,336 | 1,705 |
| Brazil | 9,380 | 3,193 | 12,602 | 8,493 | 3,224 | 2,168 |
| Chile | 1,917 | 582 | 2,714 | 1,802 | 1,232 | 729 |
| Argentina | 1,727 | 788 | 2,235 | 1,271 | 650 | 433 |
| Corporate Centre | (490) | (27) | (581) | (983) | (1,275) | (1,085) |
| Rest of the Group | 1,080 | 908 | 2,309 | 654 | 329 | 300 |
| TOTAL GROUP | 45,354 | 13,661 | 62,390 | 36,665 | 20,867 | 14,101 |

|  |
| --- |
|  |
| Underlying profit attributable to the parent 2025 distribution |
| Distribution A  by primary segment |

![74]()

A.  As a % of operating areas. Excluding the Corporate Centre.

|  |
| --- |
|  |
| Underlying profit attributable to the parent. 2025 |
| EUR million. % change YoY |

|  |  |
| --- | --- |
|  |  |
|  |  |
|  | Retail |
|  |  |
|  | Consumer |
|  |  |
|  | CIB |
|  |  |
|  | Wealth |
|  |  |
|  | Payments |
|  |  |

![32435593019600]()

|  |  |
| --- | --- |
|  |  |
| Var | Var B |
| +6% | +9% |
| +5% | +8% |
| +3% | +7% |
| +23% | +27% |
| +119% | +155% |

B. Changes in constant euros.

Annual report 2025467

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2024 | | | | | | |
| Main items of the underlying income statement | | | | | | |
| EUR million |  |  |  |  |  |  |
| Primary segments | Net interest  income | Net fee  income | Total  income | Net operating  income | Profit before  tax | Underlying  profit  attributable to  the parent |
| Retail & Commercial Banking | 27,937 | 4,707 | 32,374 | 19,578 | 10,857 | 7,247 |
| Digital Consumer Bank | 10,777 | 1,508 | 12,912 | 7,729 | 2,228 | 1,659 |
| Corporate & Investment Banking | 3,988 | 2,548 | 8,338 | 4,544 | 4,019 | 2,747 |
| Wealth Management & Insurance | 1,706 | 1,497 | 3,803 | 2,351 | 2,284 | 1,671 |
| Payments | 2,567 | 2,759 | 5,459 | 3,030 | 955 | 404 |
| PagoNxt | 132 | 958 | 1,240 | 80 | (233) | (299) |
| Cards | 2,436 | 1,801 | 4,220 | 2,950 | 1,188 | 703 |
| Corporate Centre | (308) | (11) | (676) | (1,055) | (1,317) | (1,154) |
| TOTAL GROUP | 46,668 | 13,010 | 62,211 | 36,177 | 19,027 | 12,574 |
|  |  |  |  |  |  |  |
| Secondary segments |  |  |  |  |  |  |
| Spain | 7,256 | 2,867 | 11,974 | 7,703 | 5,440 | 3,762 |
| UK | 4,950 | 283 | 5,216 | 2,299 | 1,794 | 1,306 |
| Portugal | 1,548 | 467 | 2,100 | 1,553 | 1,481 | 1,001 |
| Poland | 2,844 | 674 | 3,555 | 2,591 | 1,650 | 800 |
| DCB Europe | 4,361 | 902 | 5,679 | 3,075 | 1,131 | 642 |
| US | 5,693 | 1,152 | 7,580 | 3,750 | 1,053 | 1,109 |
| Mexico | 4,631 | 1,385 | 6,278 | 3,613 | 2,274 | 1,671 |
| Brazil | 10,121 | 3,414 | 13,536 | 9,184 | 3,830 | 2,422 |
| Chile | 1,822 | 551 | 2,592 | 1,659 | 1,111 | 629 |
| Argentina | 2,919 | 602 | 2,487 | 1,465 | 827 | 665 |
| Corporate Centre | (308) | (11) | (676) | (1,055) | (1,317) | (1,154) |
| Rest of the Group | 832 | 723 | 1,888 | 341 | (248) | (280) |
| TOTAL GROUP | 46,668 | 13,010 | 62,211 | 36,177 | 19,027 | 12,574 |

Annual report 2025468

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 5.3 Primary segments

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | Retail & Commercial Banking | Underlying attributable profit | EUR 7,666 mn |
|  |  | → In 2025, we continued to drive our ONE Transformation programme to support our vision of becoming a digital bank with  branches, through the implementation of a common operating model and the rollout of our global technological platform. | | |
|  |  | → Loans increased 1% in constant euros year-on-year, driven by mortgages. Deposits and mutual funds rose 4% and 16%,  respectively, in constant euros, with positive dynamics across most of our footprint, as a result of our customer centric  model. | | |
|  |  | → Underlying attributable profit was EUR 7,666 million , up 6% year-on-year and +9% in constant euros, driven by net fee income  due to good commercial dynamics in value added products, stable costs supported by the transformation of our common  operating model and prudent risk management. | | |

#### Strategy

In 2025, we made decisive progress in transforming our business,

to support our vision of becoming a digital bank with branches,

combining leading technology with proximity and expert advice.

We focused on three strategic priorities:

• Transformation of our operating model based on three pillars:

• Customer experience.  During 2025, we continued to drive

product digitalization and customer journey optimization,

resulting in double-digit year-on-year growth in digital sales. In

addition, we launched the global app which provided a more

uniform and high-quality experience through digital channels.

At the same time, we implemented the new branch and Work

Café model, having opened new branches in our main

countries, consolidating their role as community and advisory

hubs and strengthening our omnichannel offering.

• Operational leverage.  We continue to increase product

simplification (24% fewer products year-on-year, -61% since

the beginning of transformation) and automate process at

scale. These initiatives, together with our push towards more

agile structures, enabled us to reduce the number of non-

commercial FTEs per million customers by 17% year-on-year,

freeing up capacity for higher value-added commercial

activities. Additionally, by incorporating AI in key processes, we

are reducing operational tasks, maintenance costs and

execution times, improving customer experience and reducing

the cost per active customer (-4% year-on-year).

• Global technology platform. In 2025, we accelerated the

convergence towards a common platform. Gravity, our back-

end technology, is fully implemented in Spain, Mexico and

Chile, enabling us to reduce transaction costs and improve

response times. The new global app is currently available in

Brazil and Spain and is being rolled out in Mexico and Chile. Our

assisted channel solution is already being used in over half of

our branches and in all of our contact centres in Mexico,

enhancing productivity and sales. Lastly, the new customer

interaction platform in Brazil, the UK, Argentina and Chile,

supports effective hyper-personalization across all channels

and segments, increasing sales conversion and strengthening

relationships with our customers.

• Transformation of the business model. We remain focused on

value creation and positioning the customer at the centre of our

management:

• We provide better customer experience, a simpler offering

tailored to our key segments and advanced hyper-

personalization tools which enable us to build stronger

relationships with our customers.

• By taking advantage of the Group's capabilities, we can offer

our customers a complete value proposition and improve

customer service. A good example was the incorporation of

products and services from Ebury and Tresmares Capital into

our corporate offering. Our continued business growth with

multinational companies is another example of how our scale

enables us to offer integrated and differentiated solutions.

• Structural efficiency and profitability improvement. The

transformation of our operating and business model continue to

drive structural efficiency improvements and commercial

capacity, that, together with prudent risk management and strict

capital distribution, support our profitable growth.

|  |
| --- |
|  |
| Retail. Customers |
| Thousands and year-on-year change |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Retail | Spain.jpg | UK.jpg | Mexico.jpg | Brazil.jpg |
| Total customers | 153,134 | 15,174 | 22,676 | 21,826 | 73,346 |
| +4% | 0% | +1% | +3% | +6% |
|  |  |  |  |  |  |
| Active customers | 81,045 | 9,069 | 13,512 | 11,226 | 33,365 |
| +2% | +4% | -1% | +4% | +2% |

Annual report 2025469

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Business performance

Gross loans and advances to customers, excluding reverse repos

and in constant euros rose 1% year-on-year, mainly due to the

increase in mortgages, which amply offset the decrease in SMEs.

The mortgage portfolio increased across most countries. Personal

loans, however, were flat, as growth in Spain, Chile and Poland,

offset the decline in Brazil.

Corporate loans rose, mainly due to generalized growth across

Europe. SME loans were affected by lower volumes in Spain, the

UK and Portugal.

Customer deposits, excluding repos and in constant euros, rose

4%, driven by broad-based growth across countries in Europe and

in South America, particularly in Spain, the UK and Brazil, especially

in time deposits. Mutual funds rose 16% in constant euros, with

positive performances across most countries. As a result, customer

funds increased 6 % in constant euros.

|  |
| --- |
|  |
| Retail. 2025 business performance |
| EUR billion and YoY % change in constant euros |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 601 | +1% |  | 778 | +6% |  |

|  |
| --- |
|  |
|  |
|  |
|  |
|  |
| Other |

![32435593077731]()

|  |
| --- |
|  |
|  |
|  |
|  |
|  |
| Other |

![32435593077736]()

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
| Gross loans and advances to  customer excl. reverse repos | | | | | |  | Customer deposits excl. repos +  mutual funds | | | | | |

#### Results

Underlying attributable profit in 2025 was EUR 7,666 million

(50% of the Group's total operating areas), up 6% compared to

2024. In constant euros, it rose 9% year-on-year, as follows:

• Total income was flat, as the decrease in net interest income was

offset by growth in net fee income and other income.

Net interest income decreased 2% year-on-year heavily

impacted by Argentina, where interest rates declined

significantly over the year. However, if we exclude Argentina, net

interest income was flat, in a less favourable interest rate

environment, with positive performances across the board. Of

note, Mexico due to volumes and a lower cost of deposits, Chile

supported by a lower cost of deposits and the UK driven by

higher mortgage profitability and a lower cost of deposits.

Greater commercial activity and a larger loyal customer base

contributed to net fee income growth (+6%). The most

significant increases were in Mexico, the UK and Argentina and

by product, in insurance, mutual funds and FX.

|  |
| --- |
|  |
| Retail. Total income |
| EUR million and YoY % change in constant euros |

|  |
| --- |
|  |
|  |
|  |
|  |
|  |
|  |
| Other |

![5467]()

|  |
| --- |
|  |
| Var |
| -1% |
| +3% |
| +8% |
| -6% |
| 0% |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Retail | 31,216 | | 0% |

• Administrative expenses and amortizations were flat. In real

terms, costs declined 4% reflecting our transformation efforts

through organizational simplification, process automation and

the deployment of the global platform. As a result, net operating

income was also flat and efficiency improved to 39.4%.

• Net loan-loss provisions showed a solid performance, decreasing

2% year-on-year, as declines in Poland, Spain and Brazil more

than offset the increases in Argentina and in the UK due to the

normalization of provisioning levels.

• Other gains (losses) and provisions line recorded a 17% lower

loss than in 2024, benefitting from the fact that in 2024 the

temporary levy on revenue earned in Spain was recorded under

this line, whereas the expected tax on income obtained in Spain

was recorded in the tax line in 2025. The comparison was also

supported by lower charges related to the Swiss franc mortgage

portfolio in Poland.

Overall, RoTE (post-AT1) in 2025 was 17.7%.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Retail. Underlying income statement | | | | |
| EUR million and % change | | | | |
|  |  |  | / | 2024 |
|  | 2025 | 2024 | % | % excl. FX |
|  |  |  |  |  |
| Revenue | 31,216 | 32,374 | (4) | 0 |
| Expenses | (12,314) | (12,796) | (4) | 0 |
| Net operating income | 18,902 | 19,578 | (3) | 0 |
| LLPs | (5,416) | (5,846) | (7) | (2) |
| PBT | 11,167 | 10,857 | +3 | +5 |
| Underlying attrib.  profit | 7,666 | 7,247 | +6 | +9 |

Detailed financial information in section [5.4 'Appendix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_763).

Annual report 2025470

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| banderaESP.jpg | Retail Spain | Profit before tax |
| EUR 3,250 mn |

#### Business performance

In 2025, commercial activity remained solid, supported by strong

new customer acquisition during the year, improved customer

engagement and higher digital adoption, with 78% of our products

and services digitally available. We also increased our market

share in payrolls, pensions and Bizum registrations.

Gross loans and advances to customers, excluding reverse repos

and in constant euros, were flat year-on-year as the increase in

personal loans, consistent with our customer engagement

strategy, and higher corporate loans offset a decrease in SMEs, due

to ICO maturities and our focus on active risk management and

balance sheet optimization.

Customer deposits excluding repos, increased 4% year-on-year,

driven by our new value proposition for Select customers,

supporting customer acquisition and improving our funding mix.

Mutual funds increased  15% year-on-year. As a result, customer

funds increased 6% year-on-year.

#### Results

Profit before tax in 2025 reached EUR 3,250 million, 16% higher

than in 2024. By line item:

• Total income was down 1% mainly due to a decline in net

interest income in a lower interest rate environment. Net fee

income was flat, as an increase in mutual fund and insurance net

fee income due to higher volumes were offset securitization

fees.

• Administrative expenses and amortizations decreased  1%, driven

by the progress achieved in product simplification and process

automation, as well as by the savings from the rollout of global

platforms such as Gravity. As a result, the efficiency ratio stood at

32.4%.

• Net loan-loss provisions decreased  9%, which resulted in an

improvement in the cost of risk and NPL ratio to 0.64% and

3.01%, respectively.

• The other gains (losses) and provisions line recorded a 45%

lower loss, as in 2024 it was impacted by the temporary levy,

whereas the expected tax on income obtained in Spain was

recorded in the tax line in 2025.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Retail Spain. Underlying income statement | | | |
| EUR million and % change | | | |
|  |  |  | / 2024 |
|  | 2025 | 2024 | % |
|  |  |  |  |
| Revenue | 7,007 | 7,071 | (1) |
| Expenses | (2,268) | (2,288) | (1) |
| Net operating income | 4,739 | 4,783 | (1) |
| LLPs | (996) | (1,092) | (9) |
| PBT | 3,250 | 2,797 | +16 |

Detailed financial information in section [5.4 'Appendix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_763).

|  |  |  |
| --- | --- | --- |
|  |  |  |
| UK.jpg | Retail UK | Profit before tax |
| EUR 1,603 mn |

#### Business performance

During the year, we advanced in our transformation programme

through the digitalization and automation of processes, which

helped to continue to deliver sustained improvements in

operational efficiency and productivity.

Gross loans and advances to customers, excluding reverse repos

and in constant euros increased 2% year-on-year, driven by an

increase in mortgages and corporates. The trend in mortgages was

positive throughout the year, with a progressive recovery in new

business volumes.

Customer deposits excluding repos and in constant euros increased

4% mainly driven by time deposits. Mutual funds increased 5%

year-on-year in constant euros. As a result, customer funds

increased 4% in constant euros.

#### Results

Profit before tax was EUR 1,603 million, flat year-on-year. In

constant euros, it increased  1%, by line:

• Total income increased 3%, driven by a positive performance in

net interest income, supported both by higher loan yields and a

lower cost of deposits, and higher net fee income, driven by

transactional and FX fees.

• Administrative expenses and amortizations decreased 4%

reflecting our efforts in process simplification and automation.

Net operating income increased 11% and the efficiency ratio

improved by 3.7 pp to 52.6%.

• Net loan-loss provisions continued to normalize, though they

remained at low levels, with a cost of risk of only 5 bps.

• The other gains (losses) and provisions line recorded losses of

EUR 494 million, a 24% greater loss year-on-year, due to charges

related to transformation.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Retail United Kingdom. Underlying income statement | | | | |
| EUR million and % change | | | | |
|  |  |  | / | 2024 |
|  | 2025 | 2024 | % | % excl. FX |
|  |  |  |  |  |
| Revenue | 4,681 | 4,618 | +1 | +3 |
| Expenses | (2,463) | (2,601) | (5) | (4) |
| Net operating income | 2,218 | 2,017 | +10 | +11 |
| LLPs | (122) | (14) | +789 | +800 |
| PBT | 1,603 | 1,600 | 0 | +1 |

Detailed financial information in section  [5.4 'Appendix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_763).

Annual report 2025471

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Mexico.jpg | Retail Mexico | Profit before tax |
| EUR 1,354 mn |

#### Business performance

During the year, we made progress in transforming our operating

model, driving digitalization (7% increase year-on-year in digital

customers), and enhancing customer experience through

optimized digital onboarding processes, which resulted in greater

efficiency.

Gross loans and advances to customers, excluding reverse repos

and in constant euros, grew 3% year-on-year, mainly due to

growth in mortgages, supporting by our enhanced commercial

offering.

Customer deposits, excluding repos and in constant euros,

increased 8% year-on-year, with growth in both demand and time

deposits. This reflects increased transactional activity due to our

focus on customer primacy. During the year, we also increased

inflows into investment funds, which rose 16% in constant euros.

As a result, customer funds grew 10% in constant euros.

#### Results

Profit before tax reached EUR 1,354 million in 2025 up  3% year-

on-year. In constant euros, it increased 13%, as follows:

• Total income rose 8%, mainly driven by a good net interest

income performance, supported by higher activity and a lower

cost of deposits, and by an increase in net fee income,

particularly from higher volumes in mutual funds.

• Administrative expenses and amortizations rose  4% in line with

inflation. As a result, net operating income increased 12% and

the efficiency ratio improved by 1.7 pp to 44.9%.

• Net loan-loss provisions increased  5%, partially due to loan

growth, with a cost of risk of 1.94% and an NPL ratio of 3.40%.

• The other gains (losses) and provisions line recorded losses of

EUR 70 million, a 95% greater loss year-on-year.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Retail Mexico. Underlying income statement | | | | |
| EUR million and % change | | | | |
|  |  |  | / | 2024 |
|  | 2025 | 2024 | % | % excl. FX |
|  |  |  |  |  |
| Revenue | 3,719 | 3,769 | (1) | +8 |
| Expenses | (1,669) | (1,757) | (5) | +4 |
| Net operating income | 2,049 | 2,011 | +2 | +12 |
| LLPs | (626) | (654) | (4) | +5 |
| PBT | 1,354 | 1,318 | +3 | +13 |

Detailed financial information in section  [5.4 'Appendix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_763).

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Brazil.jpg | Retail Brazil | Profit before tax |
| EUR 813 mn |

#### Business performance

In 2025, our commercial strategy was focused on driving growth in

the affluent and corporate segments, offering a personalized and

global experience. In the mass segment, we continue to advance

towards a more integrated multichannel experience and a simpler

product offering to increase customer engagement and

satisfaction.

Gross loans and advances to customers, excluding reverse repos

and in constant euros, declined 3%, as growth in mortgages and

SMEs did not fully offset declines in personal loans, in line with our

strategy to focus on more profitable growth and capital

optimization.

Customer deposits increased 9% excluding repos and in constant

euros, driven by time deposits, which rose double-digits,

particularly individuals. Mutual funds increased 18% in constant

euros. As a result, customer funds grew 11% in constant euros.

#### Results

Profit before tax was EUR 813 million in 2025, a 40% decrease

year-on-year. In constant euros, it declined 35%, as follows:

• Total income was 6% lower, impacted by the negative sensitivity

of the balance sheet to higher interest rates, lower net fee

income and gains on financial transactions, in an environment

with lower activity.

• Administrative expenses and amortizations increased  1%, below

inflation, reflecting our transformation efforts in simplification,

automation and digitalization. The efficiency ratio stood at

41.1%.

• Net loan-loss provisions decreased  3%, supported by our prudent

risk management and a charge in the portfolio mix to strengthen

the balance sheet. This more than offset higher provisions in the

corporate and agribusiness segments, both of which were

heavily impacted by the macroeconomic and regulatory

environment.

• The other gains (losses) and provisions line recorded losses of

EUR 742 million, an 8% greater loss year-on-year.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Retail Brazil. Underlying income statement | | | | |
| EUR million and % change | | | | |
|  |  |  | / | 2024 |
|  | 2025 | 2024 | % | % excl. FX |
|  |  |  |  |  |
| Revenue | 7,146 | 8,220 | (13) | (6) |
| Expenses | (2,938) | (3,152) | (7) | +1 |
| Net operating income | 4,209 | 5,068 | (17) | (10) |
| LLPs | (2,653) | (2,973) | (11) | (3) |
| PBT | 813 | 1,352 | (40) | (35) |

Detailed financial information in section  [5.4 'Appendix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_763).

Annual report 2025472

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | Consumer | Underlying attributable profit | EUR 1,741 mn |
|  |  | → We continue to advance in our priority to become the preferred choice of our partners and end customers and maximize  profitability and value creation for our shareholders, while being the most cost competitive player in the industry. | | |
|  |  | → Loans increased  2% year-on-year in constant euros, +4% in auto, especially in Europe and Latin America. Deposits grew 5% in  constant euros, driven by solid performances in both Europe and the Americas, supported by Openbank, in line with our  strategy to lower funding costs and reduce net interest income volatility across the cycle. | | |
|  |  | → Underlying attributable profit reached EUR 1,741 million in 2025, up 5% year-on-year, +8% in constant euros, mainly underpinned  by higher revenue, driven by improvements in net interest income across most of our footprint, and by lower provisions for potential  complaints related to motor finance dealer commissions in the UK. | | |

#### Strategy

Digital Consumer Bank (Consumer) is a leading consumer finance

company globally, with operations spanning auto financing,

consumer lending and digital banking services (Openbank). It

operates in 26 countries in Europe and the Americas and serves the

financing needs of 27 million customers.

Our vision is to become the preferred choice of our partners and

end customers, and offer greater profitability and value creation to

our shareholders, while being the most cost competitive player.

To respond to the increasingly competitive mobility and consumer

finance ecosystem while delivering on our vision, during 2025 we

worked on transforming our operating model into a full-service

digital consumer banking model with customers at the heart of our

management, by focusing on the following strategic priorities:

• Converge towards global platforms. We are developing our

auto leasing platform and our check-out lending platform by

leveraging new technologies and cross-regional agreements,

while also building our global digital platform in our core

markets (currently live in the US, Mexico, Germany and Spain).

• Grow and consolidate partnerships and acquisitions. To retain

and consolidate our leadership in mobility finance, we continued

to offer global and best-in-class solutions integrated into our

partners' ecosystems. We also worked on expanding our

partnership base by capitalizing on existing agreements across

Openbank and our consumer finance and auto businesses.

• Promote the network effect. We continued to work on aligning

the business with the Group's operating model and becoming

more agile by embracing AI-driven tools to simplify processes

and boost productivity, in order to reduce time-to-market,

increase scalability and improve customer experience.

During the year, we progressed in these priorities through the

following initiatives:

• In mobility finance, we continued to enhance our digital and

operational capabilities, our sales and post-sales journeys and

our leasing platform, available in Spain, Italy and Germany. We

also continued to pursue global commercial opportunities,

reinforcing our existing partnerships and engaging with new

entrants across Europe. In the US, we maintained pricing

discipline and prudent capital management to drive profitable

growth across the credit spectrum. In Latin America, we

remained leaders in new vehicle financing across our footprint as

we focused on developing strategic alliances and new products

to further strengthen our franchise.

• In consumer lending, Zinia (to be rebranded as Openbank Pay in

2026), our check-out lending platform, leveraged strong

partnerships. We launched a co-branded card with Amazon in

Austria and instalment payments for Amazon customers in Spain

and became Vodafone's finance provider in Germany, adding to

our existing collaborations with Amazon and Apple in Germany.

We also furthered the integration of CrediScotia in Peru,

following its acquisition in Q1 2025.

• As part of our profitable growth strategy, we continued to: i)

boost customer deposits, with close to EUR 7 billion captured in

constant euros in 2025, supported by targeted pricing actions

and the Openbank launches; and ii) manage our balance sheet to

optimize capital, focusing on risk-adjusted returns and

sustainable growth.

Following the rollout in the US last year, we launched Openbank

in Mexico and opened a branch in Germany in 2025. We saw

solid results, both in the US, backed by our partnership with

Verizon, and in Mexico. In total, Openbank captured around EUR

7.5 billion in deposits and more than 900,000 new customers. In

Europe, we expanded our product offering with a broker

platform supported by AI, now live in Germany and Spain.

In Q4 2025, we announced the merger of Santander Consumer

Finance and Openbank in Europe into a single legal entity under

the Openbank brand. This is a significant step towards simplifying

our business structure and enhancing our value proposition for

partners and customers.

|  |  |
| --- | --- |
|  |  |
| Consumer. Total customers | |
| Millions | |

|  |
| --- |
|  |
| 7% |

|  |
| --- |
|  |
|  |

![51127290754184]()

|  |
| --- |
|  |
|  |

Annual report 2025473

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Business performance

Gross loans and advances to customers, excluding reverse repos

and in constant euros, rose 2% year-on-year. This was driven by

auto (+4%), which saw continuous growth in Europe, in a market

that picked up from a weak start at the beginning of 2025, and

double-digit increases across most of Latin America.

The new lending performance (-8% year-on-year in constant

euros) continued to reflect our focus on prioritizing profitability

over volumes as we remained prudent in terms of originations in

an environment marked by volatility and geopolitical uncertainty.

Our EUR 13.3 billion leasing portfolio decreased 15% year-on-year

in constant euros, as growth in Europe was more than offset by a

decline in the US, due to the wind down of business through our

relationship with Stellantis, lower demand for electric vehicles and

our strategy to prioritize profitability over growth.

In terms of liabilities, our access to wholesale funding markets

remained strong and diversified. Customer deposits accounted for

61% of Consumer's total funding. Excluding repos and in constant

euros, deposits were up 5% year-on-year (+11% in the US and +1%

in Europe), as a result of our focus on deposit gathering, supported

by Openbank. Including mutual funds (which rose 17%, albeit from

low levels), customer funds grew 6% year-on-year in constant

euros.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Consumer. 2025 business performance | | | | | | | | | | |
| EUR billion and YoY % change in constant euros | | | | | | | | | | |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  | 212 | +2% | | | |  | 139 | +6% | |

|  |  |
| --- | --- |
|  |  |
| DCB  Europe |  |
| DCB US |  |

![51127290754197]()

|  |  |
| --- | --- |
|  |  |
| DCB  Europe |  |
| DCB US |  |

![51127290754202]()

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
| Gross loans and advances to  customer excl. reverse repos | | | | | |  | Customer deposits excl. repos +  mutual funds | | | | | |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Consumer. Leasing portfolio | | | | | | | | | | |
| EUR billion and YoY % change in constant euros | | | | | | | | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Total leasing | 13 | -15% |  |

![4189]()

#### Results

Underlying attributable profit in 2025 was EUR 1,741 million, up

5% year-on-year, representing 11% of the Group's total operating

areas. In constant euros, profit increased 8%, as follows:

• Total income rose 4%, mainly driven by net interest income,

which grew 5%, with positive trends across almost all of our

footprint, underpinned by our active margin management and

higher volumes, as well as the CrediScotia integration in Peru.

Net fee income was flat, as double-digit growth in the US and

Latin America was offset by DCB Europe, which was impacted by

new insurance regulation in Germany and weaker car

registration trends, especially in H1 2025.

Other income declined, mainly due to lower leasing results in the

US, driven by reduced volumes and lower residual values.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Consumer. Total income | | | | | | | | | | |
| EUR million and YoY % change in constant euros | | | | | | | | | | |

|  |  |
| --- | --- |
|  |  |
|  |  |
| DCB Europe |  |
| DCB US |  |
| Other |  |

![5071]()

|  |
| --- |
|  |
| Var |
| +4% |
| 0% |
| +12% |

• Administrative expenses and amortizations rose 4% year-on-

year (+2% in real terms), driven by our investments in platforms,

Openbank and the CrediScotia integration, which were partially

offset by savings from our efficiency and transformation efforts.

• Net loan-loss provisions grew 1%, as an excellent performance in

auto in the US nearly offset increases in other units, mainly in

DCB Europe, and the impact of the CrediScotia integration. Credit

quality remained controlled with the cost of risk improving 7 bps

to 2.10%, while the NPL ratio stood at 5.32%.

• Other gains (losses) and provisions registered a loss of EUR  704

million in 2025 compared to a EUR 939 million loss in 2024,

mainly due to lower provisions for potential complaints related

to motor finance dealer commissions in the UK and the

temporary levy on revenue earned in Spain recorded in 2024.

• The effective tax rate normalized as the benefit from fiscal

incentives for electric vehicles decreased, following a decline in

leasing volumes for these vehicles in the US during 2025.

As a result, RoTE (post-AT1) stood at 8.6% in 2025.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Consumer. Underlying income statement | | | | |
| EUR million and % change | | | | |
|  |  |  | / | 2024 |
|  | 2025 | 2024 | % | % excl.  FX |
|  |  |  |  |  |
| Revenue | 13,015 | 12,912 | +1 | +4 |
| Expenses | (5,287) | (5,183) | +2 | +4 |
| Net operating income | 7,728 | 7,729 | 0 | +3 |
| LLPs | (4,457) | (4,562) | (2) | +1 |
| PBT | 2,566 | 2,228 | +15 | +18 |
| Underlying attrib. profit | 1,741 | 1,659 | +5 | +8 |

Detailed financial information in section [5.4 'Appendix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_763).

Annual report 2025474

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| DCB | DCB Europe | Profit before tax |
| EUR 1,398 mn |

#### Business performance

New car registrations saw weaker trends at the beginning of the

year, with declines in normally strong months, but they picked up

towards the end of the year. This performance and our focus on

prioritizing profitability over growth were reflected in a 3% year-

on-year drop in new business volumes in constant euros.

However, gross loans and advances to customers, excluding

reverse repos and in constant euros, grew 2% year-on-year, driven

by auto balances.

Customer deposits, excluding repos and in constant euros, rose 1%

year-on-year, supported by demand deposits, in line with our

strategy to increase the weight of retail funding. Mutual funds

grew 16% in constant euros, albeit from low levels.

#### Results

In 2025, profit before tax reached EUR 1,398 million, 24% higher

than in 2024. In constant euros, it rose 23%, as follows:

• Total income grew 4%, mainly driven by strong net interest

income (+8%), underpinned by our margin management and

volumes growth, which more than offset the impact on net fee

income from new insurance regulation in Germany and weaker

car registration trends, particularly in the first half of the year.

• Administrative expenses and amortizations were flat ( -2% in real

terms), as savings from the transformation of our operating

model offset our strategic investments in platforms and business

growth. As a result, net operating income increased 8% and the

efficiency ratio improved to 44.1%.

• Net loan-loss provisions grew  13%, especially in Germany,

impacted by the macro environment and worse credit quality in

corporates (which is in run-off). However, cost of risk remained

below 1%.

• Other gains (losses) and provisions posted a loss of EUR 554

million, compared to a EUR 735 million loss in 2024, mainly due

to a decline in provisions for potential complaints related to

motor finance dealer commissions in the UK and the temporary

levy on revenue earned in Spain recorded in 2024.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| DCB Europe. Underlying income statement | | | | |
| EUR million and % change | | | | |
|  |  |  | / | 2024 |
|  | 2025 | 2024 | % | % excl. FX |
|  |  |  |  |  |
| Revenue | 5,925 | 5,679 | +4 | +4 |
| Expenses | (2,611) | (2,604) | 0 | 0 |
| Net operating income | 3,314 | 3,075 | +8 | +8 |
| LLPs | (1,363) | (1,209) | +13 | +13 |
| PBT | 1,398 | 1,131 | +24 | +23 |

Detailed financial information in section [5.4 'Appendix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_763).

|  |  |  |
| --- | --- | --- |
|  |  |  |
| US.jpg | DCB US | Profit before tax |
| EUR 699 mn |

#### Business performance

Since its launch in October 2024, Openbank has welcomed over

200,000 new customers and captured USD 7.8 billion in deposit

balances. Our partnership with Verizon, launched in April 2025,

also delivered strong results, with around 36,000 accounts opened

and USD 800 million in deposits gathered.

The stock of gross loans and advances to customers, excluding

reverse repos and in constant euros, declined 5% year-on-year,

mainly due to asset rotation initiatives (in line with our capital light

strategy) and reduced new business activity, as we maintained our

focus on profitability over growth. The leasing portfolio fell 28% in

constant euros, impacted by the wind down of business through

our relationship with Stellantis and a lower demand for electric

vehicles.

Customer deposits, excluding repos and in constant euros, rose

11% year-on-year, driven by demand deposits, reflecting strong

momentum in Openbank. Mutual funds also grew in constant

euros, contributing to an 11% increase in customer funds in

constant euros.

#### Results

In 2025, profit before tax was 27% higher year-on-year, reaching

EUR 699 million. In constant euros, it increased 32%, as follows:

• Total income was flat, as stronger net interest income (higher

auto loan margins) and net fee income (higher activity in auto

servicing for third parties), offset a decline in leasing income,

primarily due to lower volumes and residual values.

• Administrative expenses and amortizations increased  3%, driven

by our strategic investment in Openbank, which was partially

offset by savings from our transformation initiatives.

• Net loan-loss provisions improved  9%, underpinned by resilient

consumer behaviour, used car prices stable at high levels, and

capital relief measures. As a result, cost of risk improved 26 bps,

reaching 4.17%.

• The other gains (losses) and provisions line recorded a loss of

EUR 92 million compared to a EUR 121 million loss in 2024.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| DCB US. Underlying income statement | | | | |
| EUR million and % change | | | | |
|  |  |  | / | 2024 |
|  | 2025 | 2024 | % | % excl. FX |
|  |  |  |  |  |
| Revenue | 5,072 | 5,297 | (4) | 0 |
| Expenses | (2,141) | (2,159) | (1) | +3 |
| Net operating income | 2,931 | 3,138 | (7) | (3) |
| LLPs | (2,140) | (2,466) | (13) | (9) |
| PBT | 699 | 551 | +27 | +32 |

Detailed financial information in section [5.4 'Appendix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_763).

Annual report 2025475

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | Corporate & Investment Banking | Underlying attributable profit | EUR 2,834 mn |
|  |  | → Our enhanced centres of expertise and Global Markets and US Banking Build-Out (US BBO) initiatives have resulted in deeper  partnerships with our clients, as evidenced by the deals and roles executed during the year. | | |
|  |  | → Good activity levels year-on-year, benefitting from our diversification in a complex environment. Global Markets (GM) and  Global Banking (GB) were the main contributors supported by our growth initiatives. | | |
|  |  | → Underlying attributable profit reached EUR 2,834 million, a 3% increase year-on-year (+7% in constant euros), driven by a good  revenue performance, due to strong net fee income across business lines. We maintained a leading position in efficiency and  profitability reflected in the efficiency ratio at 45.5% and RoTE (post-AT1) at 19.1%. | | |

#### Strategy

Our Corporate & Investment Banking (CIB) business is a global

franchise that is well diversified by business line, unit and client

type, providing a balanced model that supported another year of

sustainable and profitable growth.

In 2025, we made solid progress in our strategic priorities,

consolidating the results of the investments over the past two years

and reinforcing the foundations of our long-term plan:

• Fully leveraging our centres of expertise and expanded

coverage to strengthen our positioning in our core markets,

while gaining traction in the new areas where we have invested.

Of note during the year were the new equity research

partnerships that strengthen our ECM franchise and the

increased activity and mandates in Leveraged Finance, among

others.

• Deepening our client relationships. In the year, we progressed in

our advisory capabilities and value-added solutions, particularly

in fee-driven and capital-light businesses in the US. The execution

of our US growth plan resulted in stronger client penetration and

more important roles in our Investment Banking activity.

Meanwhile, collaboration between our businesses increased

further, as we improved connectivity and created additional

business opportunities between Global Banking, Global Markets

and Global Transaction Banking (GTB).

• Maximizing the impact of our US BBO initiative by leveraging

our expanded coverage and product capabilities to generate new

opportunities across markets and Group global businesses.

During the year, CIB further strengthened collaboration with the

other global businesses. For example, we provide FX solutions to

Retail, a full suite of products to Commercial, product

development and structuring to Wealth, and capital markets

solutions and advisory to Consumer, among others. This

continues to position CIB as a key engine of value creation and an

essential pillar of the Group’s global strategy.

• Continuing to advance in the execution of our automation and

digitalization initiatives, exploring practical applications of AI to

strengthen controls and support business productivity. Our data

science and AI teams increased their collaboration with sales and

product areas to support the development of new solutions, such

as improved generation of client pitches or enhanced data

analysis to increase bankers' and support functions' productivity.

These efforts are helping to establish a more advanced and

scalable operating model and enhance how we deliver services

across the franchise.

• Further evolving CIB's global operating model, strengthening

our global platforms, enhancing support functions, promoting

team specialization and capturing synergies across regions,

supporting more effective cost management.

We continued to improve our originate-to-share model, with a

focus on capital efficiency, active management and profitability.

The progress achieved throughout the year, driven by the

expansion of our presence in the US, advances in our digital and AI

agenda and improvement of global capabilities, strengthened our

competitive position and places us in a strong situation to continue

growing profitably in the long term.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Recent awards | |  | Ranking in 2025 League Tables | | | | top3.jpg |
| Euromoney | Crisil |  | Project Finance | | Debt Capital Markets | | |
| World’s Best Transaction  Banking Partnership (Invensa)  Latin America’s Best FX Bank | Best Bank – Corporate Trade  Finance in Europe |  | Imagen1.jpg | | DCM.jpg | | |
| LatinFinance | |  | Equity Capital Markets | | M&A | ECAs A | |
| Infrastructure Bank of the Year: Latin America  Loan of the Year: Vaca Muerta Oil Sur | |  | ECM.jpg | | M&A.jpg | ECAS.jpg | |
|  |  |  | Source: Dealogic, Infralogic, Bloomberg; specific filters apply. | | | | |
|  |  |  | A. US ECAs as of H1 2025. | | | | |

Annual report 2025476

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Business performance

We remain focused on capital-light activity and actively managing

our balance sheet. As a result, our total revenue to risk-weighted

assets ratio improved 1 pp year-on-year to 7.8%.

Gross loans and advances to customers, excluding reverse repos

and in constant euros, increased 15% year-on-year, boosted by

double-digit growth in GTB, GB and GM. Customer deposits,

excluding repos and in constant euros, rose 5% year-on-year,

driven by Cash Management.

Global Transaction Banking recorded good activity levels year-on-

year in a challenging environment:

• In Trade & Working Capital Solutions (T&WCS), activity grew

year-on-year, supported by the expansion into new segments

and partnerships, such as Invensa, a new global inventory

finance platform, in alliance with Pemberton, and the

implementation of innovative, tailored solutions to address new

client demands.

• Export Finance activity, which increased in our main markets,

was impacted by Argentina. We achieved a fourth consecutive

year as a global leader and strengthened our leadership in

Sustainability through transactions carried out together with the

Structured Finance team.

• Cash Management activity was affected by interest rates easing

across most of our markets. Nevertheless, we expanded real-time

payment solutions and strengthened treasury connectivity, in line

with our ambition to build a stronger European franchise while

preserving our leadership in Spain, Portugal and Latin America.

In Global Banking, activity rose in the year, especially on the back

of our US BBO initiative.

• In Corporate Finance (CF), strong growth was driven by M&A in

the US and Europe, reflected in transactions such as with Orange,

where we acted as financial advisor on the acquisition of its

remaining stake in MasOrange. ECM activity recovered during

the second half of the year. Leveraged Finance activity increased,

especially in the US, with key mandates such as Advent’s

leveraged buyout of Reckitt Essential Homes and with more

important roles such as our lead arranger role in Partners Group’s

acquisition of Middle River Power.

• In Debt Finance, DCM performed well, supported by strong

investor demand and refinancing-driven issuances in the US,

Europe and Latin America. However, Syndicated Loans activity

softened, though we maintained leading bookrunner roles in Latin

American sovereign and corporate deals, with important clients

such as the Republic of Colombia and Metro de Rio de Janeiro.

• Structured Finance activity was broadly flat year-on-year despite

challenging conditions during the first half of the year. We

achieved notable growth in the US, reinforcing our leadership in

Liquefied Natural Gas and Renewables sectors and gaining

traction in Digital and Data Centres infrastructure. We are also

expanding our business in the UK and Asia and maintaining a top

global position in Project Finance advisory.

In Global Markets, strong institutional client activity, particularly

in the US, with disciplined risk management supported growth.

Fixed income and FX products performed particularly well,

offsetting weaker activity in Cash Equity.

#### Results

Underlying attributable profit in 2025 was EUR 2,834 million (19%

of the Group's total operating areas), up 3% year-on-year. In

constant euros, profit grew 7 %, as follows:

• Total income rose 5% year-on-year, on the back of net interest

income growth (+6%), mainly due to GM in Europe and the US,

and record levels in net fee income (+9%) which grew across

business lines. Other income was fairly stable year-on-year.

By country, there was double-digit revenue growth in the US,

Mexico and our branch in the UK.

By business line, revenue rose 11% in GM and in GB, there was

double-digit growth in CF, mainly in the US. GTB revenue

decreased slightly, as growth in Trade & Working Capital

Solutions was offset by lower results in Cash Management and

Export Finance.

|  |
| --- |
|  |
| CIB. Total income by business |
| EUR million and % change in constant euros |

![6982]()

Note: total income includes revenue from other activities which are less material

(EUR 163 million in 2024 and EUR 123 million in 2025).

• Administrative expenses and amortizations increased 5% due to

our investments in new products and capabilities to drive growth.

As a result, net operating income increased 5% year-on-year and

the efficiency ratio was 45.5%, one of the best in the sector.

• Net loan-loss provisions have a limited impact on results due to

the nature of the business. They increased year-on-year, though

the cost of risk remained low at just 0.15%.

• Other gains (losses) and provisions recorded a EUR 121 million

loss compared to a EUR 354 million loss in 2024.

RoTE (post-AT1) was 19.1%.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CIB. Underlying income statement | | | | |
| EUR million and % change | | | | |
|  |  |  | / | 2024 |
|  | 2025 | 2024 | % | % excl. FX |
|  |  |  |  |  |
| Revenue | 8,488 | 8,338 | +2 | +5 |
| Expenses | (3,866) | (3,794) | +2 | +5 |
| Net operating income | 4,622 | 4,544 | +2 | +5 |
| LLPs | (291) | (171) | +70 | +71 |
| PBT | 4,210 | 4,019 | +5 | +9 |
| Underlying attrib. profit | 2,834 | 2,747 | +3 | +7 |

Detailed financial information in section  [5.4 'Appendix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_763).

Annual report 2025477

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | Wealth Management & Insurance | Underlying attributable profit | EUR 2,063 mn |
|  |  | → During the year, we continued building the best wealth and insurance manager in Europe and the Americas, supported by our  leading global private banking platform and our fund and insurance factories that leverage our scale and global capabilities to  offer the best value proposition to our customers. | | |
|  |  | → Total assets under management exceeded EUR 558 billion,+14% year-on-year in constant euros, on the back of excellent  commercial dynamics. In Insurance, gross written premiums reached EUR 10.7 billion, +4% year-on-year in constant euros. | | |
|  |  | → Underlying attributable profit amounted to EUR 2,063 million, 23% higher year-on-year (+27% in constant euros) with  revenue increasing across all business lines and RoTE (post-AT1) at 68.5%. | | |

#### Strategy

Since its launch in 2017, our Wealth Management & Insurance

business has remained one of the Group's main growth drivers. In

2025, we added a fourth business line, Portfolio Investments, to

the three existing business lines: Private Banking, Santander Asset

Management and Insurance. It integrates the investment

platforms unit and other equity stakes in companies. In 2025, they

all demonstrated the strength and scalability of our model,

contributing to sustained double-digit growth.

In 2025, we focused on the following strategic initiatives:

• In Private Banking (PB), we reinforced our global position in key

markets by enhancing our value proposition through greater

specialization and stronger connectivity across Latin America,

Europe and the US. We improved our global product offering and

expanded internationally, for example in the Middle East, by

strengthening partnerships, achieving our first milestones in

business volumes and expanding our client base.

This year, we strengthened our global ultra-high-net-worth

(UHNW) team, offering a more specialized service and better

access to sophisticated investment opportunities. We launched

Beyond Wealth, our global family office service, completing its

rollout in Spain and initiating the first phase in the US.

We expanded our private markets offering, giving broader access

to top-tier private equity, private debt and non-traditional

strategies. We reinforced our product and advisory capabilities

with an open structured products architecture, while our advisory

service continued to grow, due to strong momentum in Spain and

new initiatives in Brazil and Mexico. All of this contributed to a

more comprehensive and sophisticated offering, with more

predictable revenue that is less dependent on interest rates.

|  |  |
| --- | --- |
|  |  |
| Private Banking clients | |
| Thousands | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |

![32435593121543]()

In 2025, Euromoney named Santander the Best International

Private Bank in Latin America and Best International Private Bank

in six countries, alongside additional distinctions.

• In Santander Asset Management (SAM), our global asset

manager, which provides investment solutions for retail and

institutional customers, we continued transforming and

globalizing our investment platform and streamlining our product

offering to deliver a more focused and scalable proposition.

Key milestones included the integration of Santander Private

Banking Gestión and the incorporation of SAM Spain into our

global operating model, further strengthening capabilities under

a unified structure. Additionally, we completed the acquisition of

the majority stake of Tresmares Capital, reinforcing our direct

lending capabilities, and launched the Real Estate Coliving

Opportunities fund, expanding our presence in real estate assets.

We accelerated process automation, redesigning workflows to

enhance efficiency. As part of this, we deployed an AI-based

platform that supports automation and re-engineering

opportunities across investment and distribution activities.

• In Insurance, our bancassurance business is present in more than

20 countries through the Group's global businesses. In 2025, we

reorganized our business around two verticals, Life & Pensions

and Property & Casualty:

• In Life & Pensions, we developed a new retirement offering,

focused on savings and post-retirement income solutions. We

launched a new life product for senior customers in Brazil and

a new annuities product for private banking and affluent

segments in Spain. We strengthened our unit-linked our

proposition in Mexico.

• In Property & Casualty, we expanded in high-growth areas: i)

Health, with a new health product with Bupa in Chile; ii) SMEs,

through enhanced protection products in collaboration with

Getnet; and iii) Auto, leveraging Autocompara, our auto

insurance comparison platform, adding insurers such as Suhai

in Brazil, and deploying a phygital model for incomplete

purchases in Brazil and Mexico.

We remain focused on expanding Retirement Solutions,

maximizing value from existing joint ventures, enhancing

lifetime customer value across markets and driving sales and

operational excellence to increase share of wallet.

Since 2023, Insurance has operated under a single holding

company, enabling unified governance, risk and control. In 2025,

we strengthened strategic oversight by adding new board

members and bringing new expertise into key leadership roles.

• Portfolio Investments. We focused on capturing synergies and

enhancing our value proposition and the service provided to our

customers in its first year within Wealth.

Annual report 2025478

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Business performance

During 2025, solid commercial activity and a positive market

performance enabled us to reach a total volume of assets under

management (AuMs) of EUR 558 billion, +14% year-on-year in

constant euros. By business and in constant euros, volumes

performed as follows:

• In PB, customer assets and liabilities reached a record of EUR 376

billion (+18% year-on-year), with all products growing, as we

focus on offering products with greater added value, such as

alternatives and discretionary portfolio management. Net new

money totalled EUR 20.0 billion, increasing 11% year-on-year.

Private asset commitments grew 39% year-on-year and our new

global family office service reached EUR 5.7 billion in AuMs.

Assets of advisory platforms grew 34% year-on-year.

Our focus on offering our customers the benefits of our scale and

international presence helped us expand our Private Banking

customer base by 5% year-on-year to nearly 314,000.

• In SAM, total AuMs reached an all-time high of EUR 256 billion,

+9% year-on-year, on the back of the solid commercial activity,

confirming strong client engagement and the attractive product

offering. Net sales in 2025 reached EUR 3.7 billion.

• In Insurance, gross written premiums reached EUR 10.7 billion in

2025, +4% year-on-year, mainly driven by life savings business.

|  |  |
| --- | --- |
|  |  |
| Wealth. 2025 business performance | |
| EUR billion and % change in constant euros. December 2025 | |

![5520]()

|  |
| --- |
|  |
| / 2024 |
| +14% |
| +11% |
| +9% |
| +19% |
| +24% |
| +6% |
| +13% |
| +4% |

Note: total products marketed, advised, under custody and/or managed.

\*Excluding overlaps between PB and SAM (PB clients with investment funds

managed by SAM).

#### Results

Underlying attributable profit was EUR 2,063 million (14% of the

Group's total operating areas), up 23% compared to 2024. In

constant euros, it was  27 % higher, by line item:

• Total income increased 14% year-on-year, as a result of our focus

on value-added solutions to expand our fee business and improve

revenue recurrency and predictability.

Net interest income decreased 14% year-on-year affected by

Private Banking deposit cost inelasticity to interest rate cuts and

a decline in the yield on assets in a lower interest rate

environment in most of our markets.

Net fee income rose 17% year-on-year, with nottable

performances in Private Banking and SAM, driven by solid

commercial activity, a positive market performance and our focus

on promoting fee-generating activities and products.

Other income improved year-on-year, boosted by the good

performances of our joint ventures in Insurance and of the stakes

managed by our Portfolio Investments business line.

Including the fees ceded to our commercial network, total

revenue reached EUR 6,775 million, up 13%, on the back of

higher customer activity in PB, higher volumes in SAM and the

good performance of Insurance-related businesses.

|  |  |
| --- | --- |
|  |  |
| Wealth. 2025 total income | |
| EUR million and % change year-on-year in constant euros | |

|  |  |
| --- | --- |
|  |  |
|  |  |
| PB |  |
| SAM |  |
| Insurance |  |

![6610]()

|  |  |
| --- | --- |
|  |  |
| Total  income | Total  income +  ceded fees |
| +2% | +2% |
| +19% | +15% |
| +21% | +12% |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Total income |  | Fees ceded to the commercial network |

Note: additionally, Wealth's total income included EUR 195 million in 2024 and

EUR 485 million in 2025 corresponding to Portfolio Investments. Information

excludes overlaps between Wealth businesses and also insurance fees recorded

in Consumer (EUR 972 million).

• Administrative expenses and amortizations were 6% higher year-

on-year, growing less than total income, reflecting investments

made to strengthen PB teams and develop new capabilities to

address the increase in commercial activity.

• Net loan-loss provisions improved EUR 22 million compared to

2024.

• The other gains (losses) and provisions improved EUR 16 million

compared to 2024.

When considering ceded fees along with our PAT, the total

contribution to Group profit (PAT+Fees) reached EUR 3,796 million,

up 19% year-on-year.

RoTE (post-AT1) in 2025 was 68.5%.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Wealth. Underlying income statement | | | | |
| EUR million and % change | | | | |
|  |  |  | / | 2024 |
|  | 2025 | 2024 | % | % excl. FX |
|  |  |  |  |  |
| Revenue | 4,239 | 3,803 | +11 | +14 |
| Expenses | (1,497) | (1,452) | +3 | +6 |
| Net operating income | 2,742 | 2,351 | +17 | +19 |
| LLPs | (22) | (44) | (50) | (50) |
| PBT | 2,713 | 2,284 | +19 | +22 |
| Underlying attrib. profit | 2,063 | 1,671 | +23 | +27 |

Detailed financial information in section [5.4 'Appendix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_763).

Annual report 2025479

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | Payments | Underlying attributable profit | EUR 883 mn |
|  |  | → PagoNxt and Cards bring a unique position in the payments industry to the Group, covering both sides of the value chain of  card payments (issuing and acquiring businesses) and account-to-account payments. | | |
|  |  | → Activity increased in both businesses supported by global platform development, enabling further scale gains. In PagoNxt,  Getnet's total payments volume increased 14% year-on-year and the number of transactions rose 7%. In Cards, both  spending (in constant euros) and transactions grew 6% year-on-year. | | |
|  |  | → Underlying attributable profit was EUR 883 million. Excluding charges related to the discontinuation of our merchant platform in  Germany and Superdigital in Latin America in Q2 2024, profit increased 37% year-on-year, +50% in constant euros. PagoNxt's  EBITDA margin improved 7.0 pp year-on-year to 34.5%. | | |

#### PagoNxt and Cards strategy

In 2025, we consolidated our unique position in the payments

industry, with a sharp increase in activity in PagoNxt and Cards.

In  PagoNxt, we made progress in our strategic priorities:

• In  Getnet, we focused on strengthening our position in Spain,

Portugal and Latin America through the implementation of a

single API in these regions. We opened commercial offices in the

US and China.

• In  Ebury, we made progress in: i) growing our customer base by

expanding our online offering, including the launch of a new app

for customers; ii) expanding geographically with a focus on

emerging markets; and iii) introducing tailored products to

capture business in new verticals, such as mass payments.

Together with Getnet, we deployed a commercial proposition for

acquiring services and cross-border payments with FX

capabilities for large corporates in Latin America, and launched a

collections and FX service for SMEs and corporates in Spain.

• In PagoNxt Payments, we continued to deploy our technological

platform for A2A payments processing, foreign exchange, fraud

detection and other value-added services.

In Cards, we focused on the following priorities in 2025:

• Expand profitably our credit card business,  strengthening our

leadership position in Europe and South America, while also

accelerating the debit-to-credit strategy with initiatives such as

Pay Smarter, launched in all countries to enhance security,

control and customer benefits.

Our Cards Data Lab ended the year with more than 1.6 million

new pre-approved customers, operating across nine countries,

with new capabilities to improve customer experience.

In corporates, we expanded our value proposition with Getnet,

following the distribution of 185,000 bundles that include point

of sale (PoS) terminals and credit cards, available in Spain and

Latin America.

• Improve customer payment experience, offering solutions to

facilitate the use of our cards and digital interactions, and

increase security. Key initiatives include the centralized

management of tokenized payments, roll out of Click to Pay

across several markets, improved incident management across

digital channels and the ability to add our cards to Apple Pay and

Google Pay across our countries.

• Implement our global card platform, Plard, now live in our main

countries. At year-end, it managed over 22 million debit and

credit cards in Brazil, capturing new debit card sales in Chile for

individuals and corporates and processing more than 450 million

transactions per month in Brazil, Mexico, Chile, Spain and the UK.

#### Business performance

Gross loans and advances to customers, excluding reverse repos

and in constant euros, rose 8%, driven by Cards.

Payments has a small volume of deposits, concentrated in

PagoNxt. Excluding repos and in constant euros they rose 30%.

#### Results

Underlying attributable profit was EUR 883 million in 2025 (6% of

the Group's total operating areas), a 119% increase year-on-year.

Excluding the charges in 2024 related to the discontinuation of

platforms, profit grew 37% year-on-year, 50% up in constant

euros. By line item and in constant euros:

• Total income grew 17%, with double-digit growth in net interest

income and net fee income, driven by higher activity.

• Administrative expenses and amortizations rose 1% and

decreased 3% in real terms, even after our investments in

platforms in both Cards and PagoNxt.

• Net loan-loss provisions, mainly related to Cards, increased 28%

driven primarily by South America.

• Other gains (losses) and provisions registered a lower loss, EUR

140 million compared to EUR 360 million in 2024, which was

affected by the charges from the discontinuation of platforms.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Payments. Underlying income statement | | | | |
| EUR million and % change | | | | |
|  |  |  | / | 2024 |
|  | 2025 | 2024 | % | % excl. FX |
|  |  |  |  |  |
| Revenue | 6,013 | 5,459 | +10 | +17 |
| Expenses | (2,360) | (2,430) | (3) | +1 |
| Net operating income | 3,654 | 3,030 | +21 | +30 |
| LLPs | (2,027) | (1,714) | +18 | +28 |
| PBT | 1,486 | 955 | +56 | +74 |
| Underlying attrib. profit | 883 | 404 | +119 | +155 |

Detailed financial information in section [5.4 'Appendix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_763).

Annual report 2025480

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### PagoNxt

#### Business performance

In 2025, activity increased sharply. The total number of

transactions in Getnet reached 10.5 billion, 7% higher year-on-

year, and the total payments volume (TPV) was EUR 238 billion,

14% more than in 2024 in constant euros, driven by the good

performances across countries, especially in Latin America.

In PagoNxt Payments, the significant increase in the volume of

payments processed enabled us to operate with greater efficiency,

achieving a very competitive cost per transaction.

|  |
| --- |
|  |
| PagoNxt. Activity. TPV (Getnet) |
| EUR billion and % change year-on-year in constant euros |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | +14% |  |  |

![4147]()

#### Results

Underlying attributable profit of EUR 96 million in 2025, compared

to a EUR 299 million loss in 2024 (EUR 56 million loss excluding

the charges related to the discontinuation of platforms). In

constant euros:

• Total income rose 16% year-on-year, driven by the increase in

revenue across the three business lines, boosted by higher

activity.

• Administrative expenses and amortizations only rose 1%, even

after our investments to further develop our global platforms.

• Net loan-loss provisions increased, mainly due to Getnet in Brazil.

• Other gains (losses) and provisions recorded a loss of EUR 77

million, a significantly lower loss than a year ago due to the

aforementioned charges related to the discontinuation of our

platforms in 2024.

EBITDA margin was 34.5%, 7.0 pp higher than in 2024.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| PagoNxt. Underlying income statement | | | | |
| EUR million and % change | | | | |
|  |  |  | / | 2024 |
|  | 2025 | 2024 | % | % excl. FX |
|  |  |  |  |  |
| Revenue | 1,373 | 1,240 | +11 | +16 |
| Expenses | (1,138) | (1,160) | (2) | +1 |
| Net operating income | +235 | +80 | +195 | +346 |
| LLPs | (24) | (16) | +49 | +55 |
| PBT | +134 | (233) | — | — |
| Underlying attrib. profit | +96 | (299) | — | — |

Detailed financial information in section [5.4 'Appendix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_763).

#### Cards

#### Business performance

In the year, customer card activity continued to increase across all

payment types. The number of transactions grew 6% year-on-year,

reaching EUR 15.5 billion. Spending also rose 6% year-on-year in

constant euros, mainly driven by credit cards (+10%), increasing

across all our countries. This growth was accompanied by an

improvement in the quality of service, resulting in increases in our

share of wallet.

Gross loans and advances to customers, excluding reverse repos

and in constant euros, rose 9%, with increases across most of our

footprint, especially in Brazil, with grew double digits.

|  |
| --- |
|  |
| Cards. Activity. Spending |
| EUR billion and % change year-on-year  in constant euros |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | +6% |  |  |

![5595]()

#### Results

In 2025, underlying attributable profit was EUR 787 million, 12%

higher compared to 2024. In constant euros, it rose 19%, by line

item:

• Total income increased 17%, driven by higher activity. Net

interest income and net fee income rose 21% and 14%,

respectively, mainly due to greater activity in credit cards.

• Administrative expenses and amortizations were flat, due to our

cost-control efforts.

• Net loan-loss provisions rose 27%, driven by generalized loan

growth and due to a less favourable macro environment in some

of our countries.

• Other gains (losses) and provisions recorded a EUR 63 million

loss compared to a EUR 64 million loss in 2024.

In 2025, RoTE (post-AT1) in Cards was 30.1% (28.5% in 2024).

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Cards. Underlying income statement | | | | |
| EUR million and % change | | | | |
|  |  |  | / | 2024 |
|  | 2025 | 2024 | % | % excl. FX |
|  |  |  |  |  |
| Revenue | 4,640 | 4,220 | +10 | +17 |
| Expenses | (1,221) | (1,270) | (4) | 0 |
| Net operating income | 3,419 | 2,950 | +16 | +24 |
| LLPs | (2,003) | (1,698) | +18 | +27 |
| PBT | 1,353 | 1,188 | +14 | +21 |
| Underlying attrib. profit | 787 | 703 | +12 | +19 |

Detailed financial information in section [5.4 'Appendix'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_763).

Annual report 2025481

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | Corporate Centre | Underlying attributable profit | -EUR 1,085 mn |
|  |  | → The Corporate Centre continued to fulfil its support role for the Group by defining, developing and coordinating the Group's  strategy, as well as providing services to the operating units, adding value.  → It carries out the corporate oversight and control functions, coordinates interactions with the Group's supervisors and  regulators and also carries out functions related to financial and capital management.  → Underlying attributable loss was EUR 1,085 million, a 6% lower loss than in 2024 due to a lower impact from exchange rate  hedges, which more than offset the negative effects from lower interest rates and higher net loan-loss provisions. | | |

#### Strategy and functions

The Corporate Centre contributes value to the Group, through the

following functions, among others:

• Implementing global control frameworks and supervision.

• Fostering the exchange of best practices in cost management,

which enables us to be maintain an efficiency level that ranks

among the best in the industry.

• Collaborating in the definition and execution of the global

strategy, corporate development operations and projects that

ensure we meet the business plan.

• Contributing to the launch of projects that will be developed by

our global businesses, aimed at leveraging our worldwide

presence to generate economies of scale.

• Ensuring open and constructive communication with

shareholders, analysts, investors, bondholders, rating agencies

and other market players.

• Adding value to our businesses, countries and divisions by

encouraging the exchange of best practices, driving and

managing innovative global initiatives and defining corporate

policies to improve process efficiency and customer service

quality.

Additionally, it coordinates the relationship with European

regulators and supervisors and carries out functions related to

financial and capital management, as follows:

• Financial Management:

• Structural management of liquidity risk associated with

funding the Group’s recurring activity and stakes of a financial

nature. As at 31 December 2025, the liquidity buffer was EUR

338 billion.

This is done by ensuring the diversification of funding sources

(issuances and others), maintaining an adequate profile in

volumes, maturities and costs.

The price of these transactions with other Group units is the

market rate that includes all liquidity concepts (which the

Group supports by immobilizing funds during the term of the

transaction) and regulatory requirements (TLAC/MREL).

• We also actively manage interest rate risk to dampen the

impact of interest rate changes on net interest income,

conducted via high credit quality, very liquid and low capital

consumption derivatives.

• Strategic management of exposure to exchange rates in equity

and dynamic management of the FX hedges related to the

units’ next 12 months results in euros. The net investments in

equity currently hedged totalled EUR 16,842 million (mainly in

the UK, Mexico, Chile and Poland) with different FX

instruments (spots and forwards).

• Management of capital and reserves: analysis, adequacy and

management of the Group's capital including coordination with

subsidiaries, monitoring profitability to maximize shareholder

returns, setting solvency targets and capital contributions,

monitoring the capital ratio in both regulatory and economic

terms, and efficient capital allocation to the units.

Annual report 2025482

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Results

The underlying attributable loss in 2025 was  EUR 1,085 million, a

6% lower than in 2024 (loss of EUR 1,154 million),  with the

following breakdown by lines:

• Net interest income declined EUR 182 million as lower interest

rates impacted the balance sheet which has positive sensitivity to

rate rises.

• Losses on financial transactions improved by EUR 325 million,

due to a lower impact from foreign currency hedges.

• Administrative expenses  and amortizations were 6% higher year-

on-year, primarily impacted by higher IT expenses.

• Net loan-loss provisions increased by EUR 200 million due to

LLPs recorded in the first half of the year related to our plan to

accelerate NPL ratio reductions, improving the Group's credit

quality.

• Other gains (losses) and provisions showed an improvement of

EUR 171 million compared to 2024.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Corporate Centre. Underlying income statement | | | | |
| EUR million |  |  |  |  |
|  |  | 2025 | 2024 | % |
| Net interest income |  | (490) | (308) | 59.1 |
| Net fee income |  | (27) | (11) | 156.5 |
| Gains (losses) on financial  transactions  A |  | (82) | (408) | (79.8) |
| Other operating income |  | 19 | 50 | (63.0) |
| Total income |  | (581) | (676) | (14.0) |
| Administrative expenses and  amortizations |  | (402) | (379) | 6.2 |
| Net operating income |  | (983) | (1,055) | (6.8) |
| Net loan-loss provisions |  | (198) | 3 | — |
| Other gains (losses) and provisions |  | (94) | (265) | (64.5) |
| Profit before tax |  | (1,275) | (1,317) | (3.2) |
| Tax on profit |  | 190 | 162 | 16.9 |
| Profit from continuing operations |  | (1,085) | (1,155) | (6.0) |
| Net profit from discontinued  operations |  | — | — | — |
| Consolidated profit |  | (1,085) | (1,155) | (6.0) |
| Non-controlling interests |  | 0 | 1 | (99.7) |
| Profit attributable to the parent |  | (1,085) | (1,154) | (6.0) |
|  |  |  |  |  |
|  |  |  |  |  |
|  |  | | | |
|  |  | | | |
|  |  | | | |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Corporate Centre. Balance sheet and operating means | | | | |
| EUR million | | | | |
|  |  | 2025 | 2024 | % |
| Loans and advances to customers |  | 6,289 | 5,778 | 8.8 |
| Cash, central banks and credit  institutions |  | 101,481 | 104,379 | (2.8) |
| Debt instruments |  | 11,076 | 10,923 | 1.4 |
| Other financial assets |  | 1,612 | 1,444 | 11.6 |
| Other asset accounts |  | 113,826 | 118,425 | (3.9) |
| Total assets |  | 234,284 | 240,948 | (2.8) |
| Customer deposits |  | 1,387 | 1,430 | (3.0) |
| Central banks and credit institutions |  | 21,640 | 21,730 | (0.4) |
| Marketable debt securities |  | 112,521 | 121,122 | (7.1) |
| Other financial liabilities |  | 773 | 48 | — |
| Other liabilities accounts |  | 6,662 | 7,256 | (8.2) |
| Total liabilities |  | 142,983 | 151,585 | (5.7) |
| Total equity |  | 91,301 | 89,363 | 2.2 |
|  |  |  |  |  |
| Memorandum items: |  |  |  |  |
| Gross loans and advances to  customers  B |  | 6,349 | 5,853 | 8.5 |
| Customer funds |  | 1,387 | 1,299 | 6.7 |
| Customer deposits   C |  | 1,387 | 1,299 | 6.7 |
| Mutual funds |  | — | — | — |
|  |  |  |  |  |
| Operating means |  |  |  |  |
| Number of employees |  | 1,901 | 1,825 | 4.2 |

|  |
| --- |
|  |
| A. Includes exchange differences. |
| B. Excluding reverse repos. |
| C. Excluding repos. |

Annual report 2025483

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 5.4 Appendix

In this appendix, results are presented on an underlying basis and the balance sheet figures, ratios and other metrics include Poland, as they

did in previous disclosures, i.e. maintaining the same perimeter as prior to the announcement of the Poland disposal. However, if we were

to exclude Poland, the Group's main management ratios would not be materially affected. For further information, see sections  2.

'Significant events in 2025' and  [6. 'Alternative performance measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) of this chapter.

For Argentina and any grouping which includes it, the variations in constant euros have been calculated considering the Argentine peso

exchange rate on the last working day for each of the periods presented. For further information, see section [6. 'Alternative performance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778)

[measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_778) of this chapter.

#### Primary segments

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| RETAIL & COMMERCIAL BANKING |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 26,409 | 27,937 | (5.5) | (2.2) |
| Net fee income | 4,784 | 4,707 | 1.6 | 6.1 |
| Gains (losses) on financial transactions ᴬ | 617 | 738 | (16.4) | (15.0) |
| Other operating income | (594) | (1,008) | (41.1) | (39.8) |
| Total income | 31,216 | 32,374 | (3.6) | (0.1) |
| Administrative expenses and amortizations | (12,314) | (12,796) | (3.8) | 0.0 |
| Net operating income | 18,902 | 19,578 | (3.4) | (0.2) |
| Net loan-loss provisions | (5,416) | (5,846) | (7.3) | (2.2) |
| Other gains (losses) and provisions | (2,320) | (2,875) | (19.3) | (17.5) |
| Profit before tax | 11,167 | 10,857 | 2.9 | 5.4 |
| Tax on profit | (2,812) | (3,088) | (8.9) | (7.0) |
| Profit from continuing operations | 8,354 | 7,769 | 7.5 | 10.3 |
| Net profit from discontinued operations | — | — | — | — |
| Consolidated profit | 8,354 | 7,769 | 7.5 | 10.3 |
| Non-controlling interests | (689) | (522) | 32.0 | 33.8 |
| Underlying profit attributable to the parent | 7,666 | 7,247 | 5.8 | 8.6 |
|  |  |  |  |  |
| Balance sheet and activity metrics |  |  |  |  |
| Loans and advances to customers | 604,870 | 608,828 | (0.7) | 1.9 |
| Customer deposits | 674,133 | 660,748 | 2.0 | 4.0 |
|  |  |  |  |  |
| Memorandum items: |  |  |  |  |
| Gross loans and advances to customers ᴮ | 600,686 | 609,372 | (1.4) | 1.0 |
| Customer funds | 777,742 | 748,855 | 3.9 | 5.6 |
| Customer deposits  C | 662,388 | 649,214 | 2.0 | 4.0 |
| Mutual funds | 115,354 | 99,641 | 15.8 | 16.2 |
| Risk-weighted assets | 294,948 | 288,782 | 2.1 |  |
|  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |
| RoTE | 18.5 | 18.9 | (0.5) |  |
| RoTE (post-AT1) | 17.7 | 18.2 | (0.4) |  |
| Efficiency ratio | 39.4 | 39.5 | (0.1) |  |
| NPL ratio | 2.97 | 3.18 | (0.21) |  |
| NPL coverage ratio | 61 | 58 | 2 |  |
| Number of employees | 123,836 | 131,653 | (5.9) |  |
| Number of total customers (thousands) | 153,134 | 147,140 | 4.1 |  |
| Number of active customers (thousands) | 81,045 | 79,079 | 2.5 |  |
|  |  |  |  |  |
| A.  Includes exchange differences. |  |  |  |  |
| B.  Excluding reverse repos. |  |  |  |  |
| C.  Excluding repos. |  |  |  |  |

Annual report 2025484

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Retail Spain |  |  |  |
| EUR million |  |  |  |
| Underlying income statement | 2025 | 2024 | % |
| Net interest income | 5,796 | 5,869 | (1.2) |
| Net fee income | 1,076 | 1,074 | 0.2 |
| Total income | 7,007 | 7,071 | (0.9) |
| Administrative expenses and amortizations | (2,268) | (2,288) | (0.9) |
| Net operating income | 4,739 | 4,783 | (0.9) |
| Net loan-loss provisions | (996) | (1,092) | (8.8) |
| Profit before tax | 3,250 | 2,797 | 16.2 |
|  |  |  |  |
| Balance sheet and activity metrics |  |  |  |
| Loans and advances to customers | 152,013 | 151,105 | 0.6 |
| Customer deposits | 230,850 | 222,092 | 3.9 |
|  |  |  |  |
| Memorandum items: |  |  |  |
| Gross loans and advances to customers ᴬ | 154,764 | 154,580 | 0.1 |
| Customer funds | 281,486 | 266,230 | 5.7 |
| Customer deposits ᴮ | 230,850 | 222,089 | 3.9 |
| Mutual funds | 50,636 | 44,141 | 14.7 |
|  |  |  |  |
| A.  Excluding reverse repos. |  |  |  |
| B.  Excluding repos. |  |  |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Retail UK |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 4,728 | 4,672 | 1.2 | 2.4 |
| Net fee income | 50 | (33) | — | — |
| Total income | 4,681 | 4,618 | 1.4 | 2.6 |
| Administrative expenses and amortizations | (2,463) | (2,601) | (5.3) | (4.2) |
| Net operating income | 2,218 | 2,017 | 10.0 | 11.3 |
| Net loan-loss provisions | (122) | (14) | 789.4 | 800.1 |
| Profit before tax | 1,603 | 1,600 | 0.2 | 1.4 |
|  |  |  |  |  |
| Balance sheet and activity metrics |  |  |  |  |
| Loans and advances to customers | 235,994 | 239,787 | (1.6) | 3.6 |
| Customer deposits | 215,695 | 219,293 | (1.6) | 3.5 |
|  |  |  |  |  |
| Memorandum items: |  |  |  |  |
| Gross loans and advances to customers ᴬ | 221,464 | 229,645 | (3.6) | 1.5 |
| Customer funds | 215,472 | 217,765 | (1.1) | 4.1 |
| Customer deposits ᴮ | 209,427 | 211,720 | (1.1) | 4.1 |
| Mutual funds | 6,046 | 6,045 | 0.0 | 5.3 |
|  |  |  |  |  |
| A.  Excluding reverse repos. |  |  |  |  |
| B.  Excluding repos. |  |  |  |  |

Annual report 2025485

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Retail Mexico |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 3,041 | 3,134 | (3.0) | 6.5 |
| Net fee income | 723 | 699 | 3.4 | 13.5 |
| Total income | 3,719 | 3,769 | (1.3) | 8.4 |
| Administrative expenses and amortizations | (1,669) | (1,757) | (5.0) | 4.3 |
| Net operating income | 2,049 | 2,011 | 1.9 | 11.9 |
| Net loan-loss provisions | (626) | (654) | (4.4) | 5.1 |
| Profit before tax | 1,354 | 1,318 | 2.7 | 12.8 |
|  |  |  |  |  |
| Balance sheet and activity metrics |  |  |  |  |
| Loans and advances to customers | 32,588 | 30,981 | 5.2 | 3.1 |
| Customer deposits | 42,799 | 38,042 | 12.5 | 10.2 |
|  |  |  |  |  |
| Memorandum items: |  |  |  |  |
| Gross loans and advances to customers ᴬ | 33,375 | 31,724 | 5.2 | 3.1 |
| Customer funds | 54,278 | 48,220 | 12.6 | 10.3 |
| Customer deposits ᴮ | 38,864 | 35,245 | 10.3 | 8.1 |
| Mutual funds | 15,414 | 12,975 | 18.8 | 16.4 |
|  |  |  |  |  |
| A.  Excluding reverse repos. |  |  |  |  |
| B.  Excluding repos. |  |  |  |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Retail Brazil |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 5,957 | 6,795 | (12.3) | (4.9) |
| Net fee income | 1,364 | 1,531 | (10.9) | (3.3) |
| Total income | 7,146 | 8,220 | (13.1) | (5.7) |
| Administrative expenses and amortizations | (2,938) | (3,152) | (6.8) | 1.1 |
| Net operating income | 4,209 | 5,068 | (17.0) | (9.9) |
| Net loan-loss provisions | (2,653) | (2,973) | (10.8) | (3.2) |
| Profit before tax | 813 | 1,352 | (39.9) | (34.7) |
|  |  |  |  |  |
| Balance sheet and activity metrics |  |  |  |  |
| Loans and advances to customers | 50,883 | 53,227 | (4.4) | (4.0) |
| Customer deposits | 58,286 | 54,658 | 6.6 | 7.1 |
|  |  |  |  |  |
| Memorandum items: |  |  |  |  |
| Gross loans and advances to customers ᴬ | 54,571 | 56,663 | (3.7) | (3.2) |
| Customer funds | 80,749 | 72,993 | 10.6 | 11.1 |
| Customer deposits ᴮ | 58,241 | 53,865 | 8.1 | 8.6 |
| Mutual funds | 22,508 | 19,128 | 17.7 | 18.2 |
|  |  |  |  |  |
| A.  Excluding reverse repos. |  |  |  |  |
| B.  Excluding repos. |  |  |  |  |

Annual report 2025486

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| DIGITAL CONSUMER BANK |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 11,036 | 10,777 | 2.4 | 5.4 |
| Net fee income | 1,479 | 1,508 | (2.0) | 0.4 |
| Gains (losses) on financial transactions ᴬ | (11) | (4) | 168.4 | 126.4 |
| Other operating income | 511 | 631 | (19.0) | (17.0) |
| Total income | 13,015 | 12,912 | 0.8 | 3.6 |
| Administrative expenses and amortizations | (5,287) | (5,183) | 2.0 | 4.4 |
| Net operating income | 7,728 | 7,729 | 0.0 | 3.1 |
| Net loan-loss provisions | (4,457) | (4,562) | (2.3) | 1.4 |
| Other gains (losses) and provisions | (704) | (939) | (25.0) | (23.8) |
| Profit before tax | 2,566 | 2,228 | 15.2 | 18.2 |
| Tax on profit | (489) | (294) | 66.2 | 69.4 |
| Profit from continuing operations | 2,077 | 1,934 | 7.4 | 10.4 |
| Net profit from discontinued operations | — | — | — | — |
| Consolidated profit | 2,077 | 1,934 | 7.4 | 10.4 |
| Non-controlling interests | (336) | (275) | 22.1 | 23.5 |
| Underlying profit attributable to the parent | 1,741 | 1,659 | 4.9 | 8.2 |
|  |  |  |  |  |
| Balance sheet and activity metrics |  |  |  |  |
| Loans and advances to customers | 203,857 | 207,107 | (1.6) | 1.7 |
| Customer deposits | 129,946 | 128,975 | 0.8 | 5.3 |
|  |  |  |  |  |
| Memorandum items: |  |  |  |  |
| Gross loans and advances to customers ᴮ | 211,894 | 215,164 | (1.5) | 1.9 |
| Customer funds | 138,999 | 137,122 | 1.4 | 6.0 |
| Customer deposits  C | 129,909 | 128,933 | 0.8 | 5.3 |
| Mutual funds | 9,089 | 8,189 | 11.0 | 17.1 |
| Risk-weighted assets | 155,664 | 151,102 | 3.0 |  |
|  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |
| RoTE | 9.4 | 9.8 | (0.4) |  |
| RoTE (post-AT1) | 8.6 | 8.9 | (0.3) |  |
| Efficiency ratio | 40.6 | 40.1 | 0.5 |  |
| NPL ratio | 5.32 | 5.07 | 0.24 |  |
| NPL coverage ratio | 71 | 74 | (2) |  |
| Number of employees | 30,751 | 29,903 | 2.8 |  |
| Number of total customers (thousands) | 26,709 | 25,041 | 6.7 |  |
|  |  |  |  |  |
| A.  Includes exchange differences. |  |  |  |  |
| B.  Excluding reverse repos. |  |  |  |  |
| C.  Excluding repos. |  |  |  |  |

Annual report 2025487

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| DCB Europe |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 4,685 | 4,361 | 7.4 | 7.5 |
| Net fee income | 804 | 902 | (10.9) | (10.8) |
| Total income | 5,925 | 5,679 | 4.3 | 4.4 |
| Administrative expenses and amortizations | (2,611) | (2,604) | 0.3 | 0.4 |
| Net operating income | 3,314 | 3,075 | 7.8 | 7.9 |
| Net loan-loss provisions | (1,363) | (1,209) | 12.7 | 12.9 |
| Profit before tax | 1,398 | 1,131 | 23.6 | 23.4 |
|  |  |  |  |  |
| Balance sheet and activity metrics |  |  |  |  |
| Loans and advances to customers | 139,322 | 137,038 | 1.7 | 2.1 |
| Customer deposits | 82,359 | 81,376 | 1.2 | 1.3 |
|  |  |  |  |  |
| Memorandum items: |  |  |  |  |
| Gross loans and advances to customers ᴬ | 142,477 | 139,927 | 1.8 | 2.3 |
| Customer funds | 87,559 | 85,876 | 2.0 | 2.0 |
| Customer deposits ᴮ | 82,359 | 81,376 | 1.2 | 1.3 |
| Mutual funds | 5,200 | 4,500 | 15.6 | 15.6 |
|  |  |  |  |  |
| A.  Excluding reverse repos. |  |  |  |  |
| B.  Excluding repos. |  |  |  |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| DCB US |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 4,581 | 4,651 | (1.5) | 2.8 |
| Net fee income | 339 | 303 | 11.8 | 16.6 |
| Total income | 5,072 | 5,297 | (4.2) | (0.1) |
| Administrative expenses and amortizations | (2,141) | (2,159) | (0.8) | 3.5 |
| Net operating income | 2,931 | 3,138 | (6.6) | (2.6) |
| Net loan-loss provisions | (2,140) | (2,466) | (13.2) | (9.5) |
| Profit before tax | 699 | 551 | 26.9 | 32.4 |
|  |  |  |  |  |
| Balance sheet and activity metrics |  |  |  |  |
| Loans and advances to customers | 43,887 | 52,256 | (16.0) | (5.0) |
| Customer deposits | 46,481 | 47,583 | (2.3) | 10.5 |
|  |  |  |  |  |
| Memorandum items: |  |  |  |  |
| Gross loans and advances to customers ᴬ | 47,402 | 56,266 | (15.8) | (4.7) |
| Customer funds | 50,333 | 51,230 | (1.8) | 11.2 |
| Customer deposits ᴮ | 46,444 | 47,541 | (2.3) | 10.5 |
| Mutual funds | 3,889 | 3,689 | 5.4 | 19.3 |
|  |  |  |  |  |
| A.  Excluding reverse repos. |  |  |  |  |
| B.  Excluding repos. |  |  |  |  |

Annual report 2025488

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CORPORATE & INVESTMENT BANKING |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 4,047 | 3,988 | 1.5 | 5.7 |
| Net fee income | 2,713 | 2,548 | 6.4 | 9.3 |
| Gains (losses) on financial transactions ᴬ | 1,358 | 1,629 | (16.7) | (14.3) |
| Other operating income | 370 | 172 | 114.9 | 111.6 |
| Total income | 8,488 | 8,338 | 1.8 | 5.2 |
| Administrative expenses and amortizations | (3,866) | (3,794) | 1.9 | 5.1 |
| Net operating income | 4,622 | 4,544 | 1.7 | 5.3 |
| Net loan-loss provisions | (291) | (171) | 70.3 | 70.9 |
| Other gains (losses) and provisions | (121) | (354) | (65.8) | (65.2) |
| Profit before tax | 4,210 | 4,019 | 4.7 | 8.7 |
| Tax on profit | (1,171) | (1,068) | 9.6 | 14.0 |
| Profit from continuing operations | 3,039 | 2,951 | 3.0 | 6.8 |
| Net profit from discontinued operations | — | — | — | — |
| Consolidated profit | 3,039 | 2,951 | 3.0 | 6.8 |
| Non-controlling interests | (205) | (204) | 0.2 | 4.9 |
| Underlying profit attributable to the parent | 2,834 | 2,747 | 3.2 | 6.9 |
|  |  |  |  |  |
| Balance sheet and activity metrics |  |  |  |  |
| Loans and advances to customers | 210,245 | 184,834 | 13.7 | 18.3 |
| Customer deposits | 224,981 | 202,360 | 11.2 | 15.2 |
|  |  |  |  |  |
| Memorandum items: |  |  |  |  |
| Gross loans and advances to customers ᴮ | 151,894 | 136,697 | 11.1 | 15.0 |
| Customer funds | 152,903 | 150,736 | 1.4 | 3.8 |
| Customer deposits  C | 140,438 | 136,677 | 2.8 | 5.4 |
| Mutual funds | 12,465 | 14,059 | (11.3) | (10.8) |
| Risk-weighted assets | 109,153 | 122,697 | (11.0) |  |
|  |  |  |  |  |
| Ratios (%) and operating means |  |  |  |  |
| RoTE | 19.8 | 18.0 | 1.8 |  |
| RoTE (post-AT1) | 19.1 | 17.3 | 1.8 |  |
| Efficiency ratio | 45.5 | 45.5 | 0.0 |  |
| NPL ratio | 0.69 | 0.83 | (0.14) |  |
| NPL coverage ratio | 48 | 39 | 9 |  |
| Number of employees | 14,009 | 13,385 | 4.7 |  |
|  |  |  |  |  |
| A.  Includes exchange differences. |  |  |  |  |
| B.  Excluding reverse repos. |  |  |  |  |
| C.  Excluding repos. |  |  |  |  |

Annual report 2025489

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| WEALTH MANAGEMENT & INSURANCE |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 1,445 | 1,706 | (15.3) | (13.7) |
| Net fee income | 1,703 | 1,497 | 13.8 | 16.8 |
| Gains (losses) on financial transactions ᴬ | 512 | 257 | 99.6 | 104.5 |
| Other operating income | 579 | 343 | 68.6 | 78.8 |
| Total income | 4,239 | 3,803 | 11.4 | 14.3 |
| Administrative expenses and amortizations | (1,497) | (1,452) | 3.1 | 6.0 |
| Net operating income | 2,742 | 2,351 | 16.6 | 19.5 |
| Net loan-loss provisions | (22) | (44) | (49.8) | (49.7) |
| Other gains (losses) and provisions | (7) | (23) | (69.2) | (68.9) |
| Profit before tax | 2,713 | 2,284 | 18.8 | 21.7 |
| Tax on profit | (555) | (534) | 4.0 | 5.9 |
| Profit from continuing operations | 2,158 | 1,750 | 23.3 | 26.6 |
| Net profit from discontinued operations | — | — | — | — |
| Consolidated profit | 2,158 | 1,750 | 23.3 | 26.6 |
| Non-controlling interests | (95) | (79) | 20.3 | 23.2 |
| Underlying profit attributable to the parent | 2,063 | 1,671 | 23.4 | 26.7 |
|  |  |  |  |  |
| Balance sheet and activity metrics |  |  |  |  |
| Loans and advances to customers | 26,585 | 24,526 | 8.4 | 13.4 |
| Customer deposits | 63,964 | 61,337 | 4.3 | 6.8 |
|  |  |  |  |  |
| Memorandum items: |  |  |  |  |
| Gross loans and advances to customers ᴮ | 26,749 | 24,691 | 8.3 | 13.3 |
| Customer funds | 189,870 | 172,243 | 10.2 | 12.4 |
| Customer deposits  C | 62,888 | 60,409 | 4.1 | 6.7 |
| Mutual funds | 126,982 | 111,833 | 13.5 | 15.4 |
| Risk-weighted assets | 19,027 | 12,123 | 56.9 |  |
| Assets under management | 558,403 | 497,188 | 12.3 | 14.1 |
| Gross written premiums | 10,745 | 10,880 | (1.2) | 4.3 |
|  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |
| RoTE | 69.2 | 77.6 | (8.4) |  |
| RoTE (post-AT1) | 68.5 | 76.8 | (8.4) |  |
| Efficiency ratio | 35.3 | 38.2 | (2.9) |  |
| NPL ratio | 0.86 | 0.93 | (0.08) |  |
| NPL coverage ratio | 71 | 71 | 0 |  |
| Number of employees | 7,531 | 7,707 | (2.3) |  |
| Number of Private Banking customers (thousands) | 314 | 299 | 5.1 |  |
|  |  |  |  |  |
| A.  Includes exchange differences. |  |  |  |  |
| B.  Excluding reverse repos. |  |  |  |  |
| C.  Excluding repos. |  |  |  |  |

Annual report 2025490

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| PAYMENTS |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 2,907 | 2,567 | 13.2 | 21.4 |
| Net fee income | 3,008 | 2,759 | 9.0 | 14.8 |
| Gains (losses) on financial transactions ᴬ | 44 | 61 | (28.1) | (21.8) |
| Other operating income | 55 | 72 | (24.2) | (27.6) |
| Total income | 6,013 | 5,459 | 10.1 | 16.9 |
| Administrative expenses and amortizations | (2,360) | (2,430) | (2.9) | 0.6 |
| Net operating income | 3,654 | 3,030 | 20.6 | 30.5 |
| Net loan-loss provisions | (2,027) | (1,714) | 18.3 | 27.7 |
| Other gains (losses) and provisions | (140) | (360) | (61.1) | (60.7) |
| Profit before tax | 1,486 | 955 | 55.6 | 73.6 |
| Tax on profit | (503) | (462) | 8.9 | 18.1 |
| Profit from continuing operations | 984 | 493 | 99.3 | 128.5 |
| Net profit from discontinued operations | — | — | — | — |
| Consolidated profit | 984 | 493 | 99.3 | 128.5 |
| Non-controlling interests | (101) | (90) | 12.0 | 18.8 |
| Underlying profit attributable to the parent | 883 | 404 | 118.8 | 155.5 |
|  |  |  |  |  |
| Balance sheet and activity metrics |  |  |  |  |
| Loans and advances to customers | 24,469 | 22,995 | 6.4 | 7.2 |
| Customer deposits | 1,415 | 1,086 | 30.3 | 30.3 |
|  |  |  |  |  |
| Memorandum items: |  |  |  |  |
| Gross loans and advances to customers ᴮ | 26,618 | 24,768 | 7.5 | 8.3 |
| Customer funds | 1,415 | 1,086 | 30.3 | 30.3 |
| Customer deposits  C | 1,415 | 1,086 | 30.3 | 30.3 |
| Mutual funds | — | — | — | — |
| Risk-weighted assets | 22,883 | 22,795 | 0.4 |  |
|  |  |  |  |  |
| Ratios (%) and operating means |  |  |  |  |
| RoTE | 28.8 | 14.1 | 14.7 |  |
| RoTE (post-AT1) | 28.0 | 13.3 | 14.7 |  |
| NPL ratio | 87.60 | 97.50 | (9.90) |  |
| NPL coverage ratio | 127 | 137 | (11) |  |
| Number of employees | 20,375 | 22,280 | (8.6) |  |
|  |  |  |  |  |
| A.  Includes exchange differences. |  |  |  |  |
| B.  Excluding reverse repos. |  |  |  |  |
| C.  Excluding repos. |  |  |  |  |

Annual report 2025491

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| PAGONXT |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 167 | 132 | 27.0 | 35.7 |
| Net fee income | 1,059 | 958 | 10.5 | 16.4 |
| Gains (losses) on financial transactions ᴬ | (24) | 0 | — | — |
| Other operating income | 171 | 150 | 14.3 | 14.9 |
| Total income | 1,373 | 1,240 | 10.8 | 16.2 |
| Administrative expenses and amortizations | (1,138) | (1,160) | (1.9) | 0.8 |
| Net operating income | 235 | 80 | 194.6 | 345.7 |
| Net loan-loss provisions | (24) | (16) | 48.5 | 55.1 |
| Other gains (losses) and provisions | (77) | (296) | (74.0) | (73.8) |
| Profit before tax | 134 | (233) | — | 0.0 |
| Tax on profit | (19) | (57) | (65.9) | (60.1) |
| Profit from continuing operations | 115 | (290) | 0.0 | 0.0 |
| Net profit from discontinued operations | — | — | — | — |
| Consolidated profit | 115 | (290) | 0.0 | 0.0 |
| Non-controlling interests | (19) | (9) | 101.1 | 120.7 |
| Underlying profit attributable to the parent | 96 | (299) | 0.0 | 0.0 |
|  |  |  |  |  |
| Balance sheet and activity metrics |  |  |  |  |
| Loans and advances to customers | 977 | 1,066 | (8.3) | (8.4) |
| Customer deposits | 1,392 | 1,038 | 34.2 | 34.2 |
|  |  |  |  |  |
| Memorandum items: |  |  |  |  |
| Gross loans and advances to customers ᴮ | 1,002 | 1,087 | (7.8) | (7.9) |
| Customer funds | 1,392 | 1,038 | 34.2 | 34.2 |
| Customer deposits  C | 1,392 | 1,038 | 34.2 | 34.2 |
| Mutual funds | — | — | — | — |
| Risk-weighted assets | 4,421 | 4,898 | (9.7) |  |
| Total transactions (Getnet, million) | 10,549 | 9,837 | 7.2 |  |
| Total payments volume (Getnet) | 237,912 | 221,787 | 7.3 | 13.6 |
|  |  |  |  |  |
| Ratios (%) |  |  |  |  |
| EBITDA margin | 34.5 | 27.5 | 7.0 |  |
| Efficiency ratio | 82.9 | 93.6 | (10.7) |  |
|  |  |  |  |  |
| A.  Includes exchange differences. |  |  |  |  |
| B.  Excluding reverse repos. |  |  |  |  |
| C.  Excluding repos. |  |  |  |  |

Annual report 2025492

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CARDS |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 2,740 | 2,436 | 12.5 | 20.7 |
| Net fee income | 1,949 | 1,801 | 8.2 | 13.9 |
| Gains (losses) on financial transactions ᴬ | 68 | 61 | 11.5 | 21.3 |
| Other operating income | (117) | (78) | 50.0 | 58.7 |
| Total income | 4,640 | 4,220 | 10.0 | 17.1 |
| Administrative expenses and amortizations | (1,221) | (1,270) | (3.8) | 0.5 |
| Net operating income | 3,419 | 2,950 | 15.9 | 24.4 |
| Net loan-loss provisions | (2,003) | (1,698) | 18.0 | 27.4 |
| Other gains (losses) and provisions | (63) | (64) | (0.8) | 0.8 |
| Profit before tax | 1,353 | 1,188 | 13.8 | 21.5 |
| Tax on profit | (484) | (405) | 19.4 | 28.1 |
| Profit from continuing operations | 869 | 783 | 10.9 | 18.1 |
| Net profit from discontinued operations | — | — | — | — |
| Consolidated profit | 869 | 783 | 10.9 | 18.1 |
| Non-controlling interests | (82) | (81) | 1.6 | 7.3 |
| Underlying profit attributable to the parent | 787 | 703 | 12.0 | 19.3 |
|  |  |  |  |  |
| Balance sheet and activity metrics |  |  |  |  |
| Loans and advances to customers | 23,491 | 21,929 | 7.1 | 8.0 |
| Customer deposits | 23 | 49 | — | (53.3) |
|  |  |  |  |  |
| Memorandum items: |  |  |  |  |
| Gross loans and advances to customers ᴮ | 25,616 | 23,681 | 8.2 | 9.0 |
| Customer funds | 23 | 49 | — | (53.3) |
| Customer deposits  C | 23 | 49 | — | (53.3) |
| Mutual funds | — | — | — | — |
| Risk-weighted assets | 18,462 | 17,897 | 3.2 |  |
| Number of total cards (millions) | 108 | 106 | 2.3 |  |
|  |  |  |  |  |
| Ratios (%) |  |  |  |  |
| RoTE | 30.7 | 29.2 | 1.5 |  |
| RoTE (post-AT1) | 30.1 | 28.5 | 1.5 |  |
| Efficiency ratio | 26.3 | 30.1 | (3.8) |  |
| NPL ratio | 6.43 | 5.31 | 1.12 |  |
| NPL coverage ratio | 129 | 139 | (11) |  |
|  |  |  |  |  |
| A.  Includes exchange differences. |  |  |  |  |
| B.  Excluding reverse repos. |  |  |  |  |
| C.  Excluding repos. |  |  |  |  |

Annual report 2025493

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Secondary segments |  |  |  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |  |  |  |
|  |  | Spain | | |  |  | UK | | | |
| Underlying income statement |  | 2025 | 2024 | % |  |  | 2025 | 2024 | % | % excl. FX |
| Net interest income |  | 7,305 | 7,256 | 0.7 |  |  | 5,008 | 4,950 | 1.2 | 2.4 |
| Net fee income |  | 3,022 | 2,867 | 5.4 |  |  | 369 | 283 | 30.3 | 31.8 |
| Gains (losses) on financial transactions  A |  | 841 | 1,100 | (23.6) |  |  | (100) | (18) | 445.8 | 452.4 |
| Other operating income |  | 823 | 751 | 9.6 |  |  | 3 | 2 | 81.6 | 83.8 |
| Total income |  | 11,990 | 11,974 | 0.1 |  |  | 5,280 | 5,216 | 1.2 | 2.4 |
| Administrative expenses and amortizations |  | (4,284) | (4,271) | 0.3 |  |  | (2,771) | (2,918) | (5.0) | (3.9) |
| Net operating income |  | 7,706 | 7,703 | 0.0 |  |  | 2,509 | 2,299 | 9.1 | 10.5 |
| Net loan-loss provisions |  | (1,142) | (1,259) | (9.3) |  |  | (177) | (64) | 177.4 | 180.7 |
| Other gains (losses) and provisions |  | (482) | (1,003) | (52.0) |  |  | (539) | (441) | 22.1 | 23.5 |
| Profit before tax |  | 6,083 | 5,440 | 11.8 |  |  | 1,794 | 1,794 | 0.0 | 1.2 |
| Tax on profit |  | (1,811) | (1,678) | 7.9 |  |  | (486) | (488) | (0.3) | 0.9 |
| Profit from continuing operations |  | 4,272 | 3,763 | 13.5 |  |  | 1,307 | 1,306 | 0.1 | 1.3 |
| Net profit from discontinued operations |  | — | — | — |  |  | — | — | — | — |
| Consolidated profit |  | 4,272 | 3,763 | 13.5 |  |  | 1,307 | 1,306 | 0.1 | 1.3 |
| Non-controlling interests |  | 0 | 0 | (2.5) |  |  | — | — | — | — |
| Profit attributable to the parent |  | 4,272 | 3,762 | 13.5 |  |  | 1,307 | 1,306 | 0.1 | 1.3 |
|  |  |  |  |  |  |  |  |  |  |  |
| Balance sheet |  |  |  |  |  |  |  |  |  |  |
| Loans and advances to customers |  | 264,950 | 246,897 | 7.3 |  |  | 242,624 | 246,453 | (1.6) | 3.6 |
| Cash, central banks and credit institutions |  | 90,438 | 99,657 | (9.3) |  |  | 55,335 | 54,787 | 1.0 | 6.3 |
| Debt instruments |  | 120,671 | 94,519 | 27.7 |  |  | 10,570 | 15,120 | (30.1) | (26.4) |
| Other financial assets |  | 51,675 | 48,132 | 7.4 |  |  | 270 | 390 | (30.8) | (27.2) |
| Other asset accounts |  | 14,773 | 17,521 | (15.7) |  |  | 4,048 | 3,382 | 19.7 | 26.0 |
| Total assets |  | 542,507 | 506,725 | 7.1 |  |  | 312,846 | 320,132 | (2.3) | 2.9 |
| Customer deposits |  | 354,943 | 323,425 | 9.7 |  |  | 225,708 | 230,408 | (2.0) | 3.1 |
| Central banks and credit institutions |  | 54,996 | 57,218 | (3.9) |  |  | 18,326 | 25,665 | (28.6) | (24.8) |
| Marketable debt securities |  | 29,957 | 27,385 | 9.4 |  |  | 51,231 | 47,933 | 6.9 | 12.5 |
| Other financial liabilities |  | 63,188 | 59,976 | 5.4 |  |  | 2,441 | 2,500 | (2.4) | 2.8 |
| Other liabilities accounts |  | 22,268 | 21,163 | 5.2 |  |  | 2,277 | 1,733 | 31.4 | 38.3 |
| Total liabilities |  | 525,352 | 489,168 | 7.4 |  |  | 299,984 | 308,239 | (2.7) | 2.4 |
| Total equity |  | 17,155 | 17,557 | (2.3) |  |  | 12,863 | 11,893 | 8.2 | 13.8 |
|  |  |  |  |  |  |  |  |  |  |  |
| Memorandum items: |  |  |  |  |  |  |  |  |  |  |
| Gross loans and advances to customers B |  | 237,385 | 225,759 | 5.1 |  |  | 228,273 | 236,496 | (3.5) | 1.6 |
| Customer funds |  | 429,464 | 399,999 | 7.4 |  |  | 227,160 | 230,479 | (1.4) | 3.7 |
| Customer deposits  C |  | 322,070 | 306,389 | 5.1 |  |  | 219,440 | 222,835 | (1.5) | 3.7 |
| Mutual funds |  | 107,394 | 93,609 | 14.7 |  |  | 7,719 | 7,643 | 1.0 | 6.3 |
|  |  |  |  |  |  |  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |  |  |  |  |  |  |
| RoTE |  | 25.1 | 21.7 | 3.4 |  |  | 10.7 | 11.1 | (0.4) |  |
| RoTE (post-AT1) |  | 24.3 | 20.9 | 3.4 |  |  | 10.2 | 10.6 | (0.4) |  |
| Efficiency ratio |  | 35.7 | 35.7 | 0.1 |  |  | 52.5 | 55.9 | (3.5) |  |
| NPL ratio |  | 1.96 | 2.68 | (0.73) |  |  | 1.08 | 1.33 | (0.25) |  |
| NPL coverage ratio |  | 55 | 53 | 2 |  |  | 33 | 29 | 3 |  |
| Number of branches |  | 1,630 | 1,827 | (10.8) |  |  | 363 | 444 | (18.2) |  |
| Number of total customers (thousands) |  | 15,362 | 15,307 | 0.4 |  |  | 22,720 | 22,541 | 0.8 |  |
| Number of active customers (thousands) |  | 9,242 | 8,842 | 4.5 |  |  | 13,547 | 13,646 | (0.7) |  |
|  |  |  |  |  |  |  |  |  |  |  |
| A. Includes exchange differences. |  |  |  |  |  |  |  |  |  |  |
| B. Excluding reverse repos. |  |  |  |  |  |  |  |  |  |  |
| C. Excluding repos. |  |  |  |  |  |  |  |  |  |  |

Annual report 2025494

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |  |  |  |
|  |  | Portugal | | |  |  | Poland | | | |
| Underlying income statement |  | 2025 | 2024 | % |  |  | 2025 | 2024 | % | % excl. FX |
| Net interest income |  | 1,346 | 1,548 | (13.0) |  |  | 2,953 | 2,844 | 3.8 | 2.2 |
| Net fee income |  | 506 | 467 | 8.2 |  |  | 733 | 674 | 8.8 | 7.1 |
| Gains (losses) on financial transactions  A |  | 70 | 45 | 56.9 |  |  | 82 | 57 | 43.3 | 41.1 |
| Other operating income |  | 36 | 40 | (9.0) |  |  | (44) | (20) | 121.4 | 118.0 |
| Total income |  | 1,959 | 2,100 | (6.7) |  |  | 3,724 | 3,555 | 4.7 | 3.1 |
| Administrative expenses and amortizations |  | (548) | (548) | 0.1 |  |  | (1,036) | (965) | 7.4 | 5.8 |
| Net operating income |  | 1,411 | 1,553 | (9.2) |  |  | 2,687 | 2,591 | 3.7 | 2.1 |
| Net loan-loss provisions |  | 8 | (11) | — |  |  | (283) | (511) | (44.5) | (45.4) |
| Other gains (losses) and provisions |  | (2) | (61) | (97.2) |  |  | (473) | (429) | 10.3 | 8.6 |
| Profit before tax |  | 1,417 | 1,481 | (4.3) |  |  | 1,930 | 1,650 | 17.0 | 15.2 |
| Tax on profit |  | (405) | (478) | (15.2) |  |  | (402) | (431) | (6.7) | (8.2) |
| Profit from continuing operations |  | 1,011 | 1,003 | 0.8 |  |  | 1,528 | 1,219 | 25.4 | 23.4 |
| Net profit from discontinued operations |  | — | — | — |  |  | — | — | — | — |
| Consolidated profit |  | 1,011 | 1,003 | 0.8 |  |  | 1,528 | 1,219 | 25.4 | 23.4 |
| Non-controlling interests |  | (2) | (2) | (18.9) |  |  | (580) | (419) | 38.4 | 36.3 |
| Profit attributable to the parent |  | 1,010 | 1,001 | 0.9 |  |  | 949 | 800 | 18.5 | 16.7 |
|  |  |  |  |  |  |  |  |  |  |  |
| Balance sheet |  |  |  |  |  |  |  |  |  |  |
| Loans and advances to customers |  | 41,260 | 38,410 | 7.4 |  |  | 40,203 | 38,042 | 5.7 | 4.3 |
| Cash, central banks and credit institutions |  | 2,744 | 3,873 | (29.2) |  |  | 13,002 | 10,283 | 26.4 | 24.8 |
| Debt instruments |  | 15,998 | 15,010 | 6.6 |  |  | 21,610 | 17,489 | 23.6 | 22.0 |
| Other financial assets |  | 1,243 | 1,129 | 10.1 |  |  | 635 | 493 | 28.7 | 27.0 |
| Other asset accounts |  | 1,090 | 1,109 | (1.7) |  |  | 2,736 | 1,961 | 39.6 | 37.8 |
| Total assets |  | 62,334 | 59,530 | 4.7 |  |  | 78,186 | 68,269 | 14.5 | 13.1 |
| Customer deposits |  | 40,576 | 38,304 | 5.9 |  |  | 54,627 | 50,331 | 8.5 | 7.1 |
| Central banks and credit institutions |  | 9,357 | 8,813 | 6.2 |  |  | 7,974 | 5,020 | 58.8 | 56.8 |
| Marketable debt securities |  | 5,809 | 4,973 | 16.8 |  |  | 3,819 | 2,744 | 39.1 | 37.4 |
| Other financial liabilities |  | 304 | 339 | (10.3) |  |  | 1,509 | 1,656 | (8.9) | (10.0) |
| Other liabilities accounts |  | 2,916 | 3,056 | (4.6) |  |  | 2,451 | 1,688 | 45.3 | 43.4 |
| Total liabilities |  | 58,961 | 55,485 | 6.3 |  |  | 70,380 | 61,439 | 14.6 | 13.1 |
| Total equity |  | 3,373 | 4,046 | (16.6) |  |  | 7,806 | 6,830 | 14.3 | 12.8 |
|  |  |  |  |  |  |  |  |  |  |  |
| Memorandum items: |  |  |  |  |  |  |  |  |  |  |
| Gross loans and advances to customers B |  | 41,980 | 39,143 | 7.2 |  |  | 40,913 | 38,729 | 5.6 | 4.3 |
| Customer funds |  | 46,201 | 43,186 | 7.0 |  |  | 62,518 | 56,581 | 10.5 | 9.1 |
| Customer deposits  C |  | 40,576 | 38,304 | 5.9 |  |  | 54,017 | 50,086 | 7.8 | 6.5 |
| Mutual funds |  | 5,625 | 4,882 | 15.2 |  |  | 8,501 | 6,495 | 30.9 | 29.2 |
|  |  |  |  |  |  |  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |  |  |  |  |  |  |
| RoTE |  | 30.8 | 25.4 | 5.4 |  |  | 23.8 | 20.2 | 3.6 |  |
| RoTE (post-AT1) |  | 30.3 | 25.0 | 5.3 |  |  | 23.1 | 19.6 | 3.5 |  |
| Efficiency ratio |  | 28.0 | 26.1 | 1.9 |  |  | 27.8 | 27.1 | 0.7 |  |
| NPL ratio |  | 2.08 | 2.40 | (0.32) |  |  | 3.34 | 3.66 | (0.32) |  |
| NPL coverage ratio |  | 83 | 79 | 3 |  |  | 65 | 62 | 3 |  |
| Number of branches |  | 308 | 374 | (17.6) |  |  | 359 | 368 | (2.4) |  |
| Number of total customers (thousands) |  | 2,971 | 2,989 | (0.6) |  |  | 6,024 | 5,979 | 0.8 |  |
| Number of active customers (thousands) |  | 1,945 | 1,905 | 2.1 |  |  | 4,759 | 4,632 | 2.8 |  |
|  |  |  |  |  |  |  |  |  |  |  |
| A. Includes exchange differences. |  |  |  |  |  |  |  |  |  |  |
| B. Excluding reverse repos. |  |  |  |  |  |  |  |  |  |  |
| C. Excluding repos. |  |  |  |  |  |  |  |  |  |  |

Annual report 2025495

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million |  |  |  |  |  |
|  |  | DCB Europe | | | |
| Underlying income statement |  | 2025 | 2024 | % | % excl. FX |
| Net interest income |  | 4,685 | 4,361 | 7.4 | 7.5 |
| Net fee income |  | 804 | 902 | (10.9) | (10.8) |
| Gains (losses) on financial transactions  A |  | (39) | (24) | 60.8 | 61.9 |
| Other operating income |  | 474 | 440 | 7.7 | 8.1 |
| Total income |  | 5,925 | 5,679 | 4.3 | 4.4 |
| Administrative expenses and amortizations |  | (2,611) | (2,604) | 0.3 | 0.4 |
| Net operating income |  | 3,314 | 3,075 | 7.8 | 7.9 |
| Net loan-loss provisions |  | (1,363) | (1,209) | 12.7 | 12.9 |
| Other gains (losses) and provisions |  | (554) | (735) | (24.6) | (24.4) |
| Profit before tax |  | 1,398 | 1,131 | 23.6 | 23.4 |
| Tax on profit |  | (322) | (255) | 25.9 | 25.2 |
| Profit from continuing operations |  | 1,076 | 876 | 22.9 | 22.9 |
| Net profit from discontinued operations |  | — | — | — | — |
| Consolidated profit |  | 1,076 | 876 | 22.9 | 22.9 |
| Non-controlling interests |  | (304) | (234) | 30.3 | 30.3 |
| Profit attributable to the parent |  | 772 | 642 | 20.2 | 20.2 |
|  |  |  |  |  |  |
| Balance sheet |  |  |  |  |  |
| Loans and advances to customers |  | 139,322 | 137,038 | 1.7 | 2.1 |
| Cash, central banks and credit institutions |  | 16,078 | 19,185 | (16.2) | (15.6) |
| Debt instruments |  | 8,510 | 6,310 | 34.9 | 34.6 |
| Other financial assets |  | 126 | 128 | (1.3) | (1.3) |
| Other asset accounts |  | 12,088 | 11,115 | 8.8 | 9.6 |
| Total assets |  | 176,125 | 173,775 | 1.4 | 1.8 |
| Customer deposits |  | 82,359 | 81,376 | 1.2 | 1.3 |
| Central banks and credit institutions |  | 26,820 | 28,120 | (4.6) | (2.5) |
| Marketable debt securities |  | 45,494 | 43,137 | 5.5 | 5.6 |
| Other financial liabilities |  | 2,014 | 1,918 | 5.0 | 5.2 |
| Other liabilities accounts |  | 6,208 | 5,714 | 8.7 | 9.0 |
| Total liabilities |  | 162,896 | 160,264 | 1.6 | 2.1 |
| Total equity |  | 13,229 | 13,512 | (2.1) | (1.6) |
|  |  |  |  |  |  |
| Memorandum items: |  |  |  |  |  |
| Gross loans and advances to customers B |  | 142,477 | 139,927 | 1.8 | 2.3 |
| Customer funds |  | 87,559 | 85,876 | 2.0 | 2.0 |
| Customer deposits  C |  | 82,359 | 81,376 | 1.2 | 1.3 |
| Mutual funds |  | 5,200 | 4,500 | 15.6 | 15.6 |
|  |  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |  |
| RoTE |  | 7.6 | 6.4 | 1.2 |  |
| RoTE (post-AT1) |  | 6.7 | 5.5 | 1.2 |  |
| Efficiency ratio |  | 44.1 | 45.9 | (1.8) |  |
| NPL ratio |  | 2.53 | 2.50 | 0.03 |  |
| NPL coverage ratio |  | 87 | 83 | 5 |  |
| Number of branches |  | 298 | 326 | (8.6) |  |
| Number of total customers (thousands) |  | 19,893 | 19,550 | 1.8 |  |
|  |  |  |  |  |  |
| A. Includes exchange differences. |  |  |  |  |  |
| B. Excluding reverse repos. |  |  |  |  |  |
| C. Excluding repos. |  |  |  |  |  |

Annual report 2025496

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |  |  |  |  |
|  |  | US | | | |  |  | Mexico | | | |
| Underlying income statement |  | 2025 | 2024 | % | % excl. FX |  |  | 2025 | 2024 | % | % excl. FX |
| Net interest income |  | 5,888 | 5,693 | 3.4 | 7.9 |  |  | 4,554 | 4,631 | (1.7) | 8.0 |
| Net fee income |  | 1,328 | 1,152 | 15.3 | 20.3 |  |  | 1,454 | 1,385 | 5.0 | 15.3 |
| Gains (losses) on financial transactions  A |  | 547 | 371 | 47.7 | 54.1 |  |  | 427 | 396 | 7.7 | 18.3 |
| Other operating income |  | 165 | 365 | (54.7) | (52.7) |  |  | (130) | (133) | (2.5) | 7.1 |
| Total income |  | 7,929 | 7,580 | 4.6 | 9.1 |  |  | 6,305 | 6,278 | 0.4 | 10.3 |
| Administrative expenses and amortizations |  | (3,812) | (3,830) | (0.5) | 3.8 |  |  | (2,620) | (2,665) | (1.7) | 8.0 |
| Net operating income |  | 4,116 | 3,750 | 9.8 | 14.5 |  |  | 3,685 | 3,613 | 2.0 | 12.0 |
| Net loan-loss provisions |  | (2,244) | (2,507) | (10.5) | (6.6) |  |  | (1,239) | (1,277) | (3.0) | 6.5 |
| Other gains (losses) and provisions |  | (124) | (190) | (34.5) | (31.6) |  |  | (110) | (62) | 78.1 | 95.6 |
| Profit before tax |  | 1,748 | 1,053 | 66.0 | 73.2 |  |  | 2,336 | 2,274 | 2.7 | 12.8 |
| Tax on profit |  | (207) | 56 | — | — |  |  | (627) | (598) | 4.9 | 15.2 |
| Profit from continuing operations |  | 1,541 | 1,109 | 39.0 | 45.0 |  |  | 1,709 | 1,676 | 2.0 | 12.0 |
| Net profit from discontinued operations |  | — | — | — | — |  |  | — | — | — | — |
| Consolidated profit |  | 1,541 | 1,109 | 39.0 | 45.0 |  |  | 1,709 | 1,676 | 2.0 | 12.0 |
| Non-controlling interests |  | 0 | — | — | — |  |  | (4) | (5) | (9) | — |
| Profit attributable to the parent |  | 1,541 | 1,109 | 39.0 | 45.0 |  |  | 1,705 | 1,671 | 2.0 | 12.0 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Balance sheet |  |  |  |  |  |  |  |  |  |  |  |
| Loans and advances to customers |  | 132,659 | 134,856 | (1.6) | 11.3 |  |  | 48,083 | 45,054 | 6.7 | 4.6 |
| Cash, central banks and credit institutions |  | 21,318 | 28,200 | (24.4) | (14.5) |  |  | 11,569 | 10,945 | 5.7 | 3.6 |
| Debt instruments |  | 38,411 | 27,042 | 42.0 | 60.7 |  |  | 32,066 | 30,092 | 6.6 | 4.4 |
| Other financial assets |  | 3,159 | 2,821 | 12.0 | 26.7 |  |  | 4,731 | 5,785 | (18.2) | (19.9) |
| Other asset accounts |  | 11,171 | 16,058 | (30.4) | (21.3) |  |  | 5,778 | 5,745 | 0.6 | (1.5) |
| Total assets |  | 206,718 | 208,978 | (1.1) | 11.9 |  |  | 102,227 | 97,621 | 4.7 | 2.6 |
| Customer deposits |  | 122,000 | 125,403 | (2.7) | 10.1 |  |  | 55,595 | 49,836 | 11.6 | 9.3 |
| Central banks and credit institutions |  | 34,934 | 26,794 | 30.4 | 47.5 |  |  | 17,984 | 17,260 | 4.2 | 2.1 |
| Marketable debt securities |  | 26,433 | 31,783 | (16.8) | (5.9) |  |  | 9,316 | 9,632 | (3.3) | (5.2) |
| Other financial liabilities |  | 6,255 | 5,223 | 19.8 | 35.5 |  |  | 7,586 | 9,640 | (21.3) | (22.9) |
| Other liabilities accounts |  | 3,085 | 3,683 | (16.2) | (5.2) |  |  | 3,258 | 3,115 | 4.6 | 2.5 |
| Total liabilities |  | 192,707 | 192,886 | (0.1) | 13.0 |  |  | 93,740 | 89,483 | 4.8 | 2.7 |
| Total equity |  | 14,011 | 16,091 | (12.9) | (1.5) |  |  | 8,487 | 8,138 | 4.3 | 2.2 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Memorandum items: |  |  |  |  |  |  |  |  |  |  |  |
| Gross loans and advances to customers B |  | 108,950 | 117,511 | (7.3) | 4.9 |  |  | 49,442 | 44,715 | 10.6 | 8.4 |
| Customer funds |  | 103,178 | 108,246 | (4.7) | 7.9 |  |  | 68,201 | 61,160 | 11.5 | 9.3 |
| Customer deposits  C |  | 87,686 | 93,545 | (6.3) | 6.1 |  |  | 45,498 | 41,528 | 9.6 | 7.4 |
| Mutual funds |  | 15,492 | 14,702 | 5.4 | 19.2 |  |  | 22,703 | 19,632 | 15.6 | 13.3 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |  |  |  |  |  |  |  |
| RoTE |  | 10.8 | 7.5 | 3.2 |  |  |  | 22.4 | 20.0 | 2.3 |  |
| RoTE (post-AT1) |  | 10.2 | 6.9 | 3.2 |  |  |  | 22.0 | 19.6 | 2.3 |  |
| Efficiency ratio |  | 48.1 | 50.5 | (2.4) |  |  |  | 41.6 | 42.5 | (0.9) |  |
| NPL ratio |  | 4.85 | 4.72 | 0.14 |  |  |  | 2.65 | 2.71 | (0.05) |  |
| NPL coverage ratio |  | 55 | 64 | (9) |  |  |  | 105 | 100 | 4 |  |
| Number of branches |  | 376 | 405 | (7.2) |  |  |  | 1,314 | 1,356 | (3.1) |  |
| Number of total customers (thousands) |  | 4,369 | 4,474 | (2.4) |  |  |  | 22,577 | 21,289 | 6.1 |  |
| Number of active customers (thousands) |  | 4,169 | 4,308 | (3.2) |  |  |  | 11,976 | 10,871 | 10.2 |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| A. Includes exchange differences. |  |  |  |  |  |  |  |  |  |  |  |
| B. Excluding reverse repos. |  |  |  |  |  |  |  |  |  |  |  |
| C. Excluding repos. |  |  |  |  |  |  |  |  |  |  |  |

Annual report 2025497

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Brazil | | | |  |  | Chile | | | |
| Underlying income statement |  | 2025 | 2024 | % | % excl. FX |  |  | 2025 | 2024 | % | % excl. FX |
| Net interest income |  | 9,380 | 10,121 | (7.3) | 0.6 |  |  | 1,917 | 1,822 | 5.2 | 10.7 |
| Net fee income |  | 3,193 | 3,414 | (6.5) | 1.5 |  |  | 582 | 551 | 5.8 | 11.2 |
| Gains (losses) on financial transactions  A |  | (64) | (37) | 71.7 | 86.3 |  |  | 230 | 238 | (3.4) | 1.6 |
| Other operating income |  | 93 | 39 | 139.5 | 160.0 |  |  | (15) | (18) | (16.4) | (12.1) |
| Total income |  | 12,602 | 13,536 | (6.9) | 1.0 |  |  | 2,714 | 2,592 | 4.7 | 10.1 |
| Administrative expenses and amortizations |  | (4,109) | (4,352) | (5.6) | 2.5 |  |  | (912) | (933) | (2.3) | 2.7 |
| Net operating income |  | 8,493 | 9,184 | (7.5) | 0.4 |  |  | 1,802 | 1,659 | 8.7 | 14.3 |
| Net loan-loss provisions |  | (4,409) | (4,487) | (1.7) | 6.6 |  |  | (531) | (497) | 6.9 | 12.4 |
| Other gains (losses) and provisions |  | (859) | (867) | (0.9) | 7.5 |  |  | (39) | (51) | (23.8) | (19.8) |
| Profit before tax |  | 3,224 | 3,830 | (15.8) | (8.6) |  |  | 1,232 | 1,111 | 11.0 | 16.7 |
| Tax on profit |  | (836) | (1,165) | (28.2) | (22.1) |  |  | (189) | (211) | (10.5) | (5.9) |
| Profit from continuing operations |  | 2,388 | 2,665 | (10.4) | (2.8) |  |  | 1,043 | 899 | 16.0 | 22.0 |
| Net profit from discontinued operations |  | — | — | — | — |  |  | — | — | — | — |
| Consolidated profit |  | 2,388 | 2,665 | (10.4) | (2.8) |  |  | 1,043 | 899 | 16.0 | 22.0 |
| Non-controlling interests |  | (220) | (243) | (9.3) | (1.6) |  |  | (314) | (271) | 16.0 | 22.0 |
| Profit attributable to the parent |  | 2,168 | 2,422 | (10.5) | (2.9) |  |  | 729 | 629 | 16.0 | 22.0 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Balance sheet |  |  |  |  |  |  |  |  |  |  |  |
| Loans and advances to customers |  | 87,653 | 88,620 | (1.1) | (0.6) |  |  | 39,924 | 40,332 | (1.0) | 1.6 |
| Cash, central banks and credit institutions |  | 49,450 | 46,745 | 5.8 | 6.3 |  |  | 5,218 | 5,759 | (9.4) | (7.0) |
| Debt instruments |  | 46,658 | 45,670 | 2.2 | 2.6 |  |  | 9,385 | 7,993 | 17.4 | 20.5 |
| Other financial assets |  | 11,772 | 10,632 | 10.7 | 11.2 |  |  | 11,489 | 13,554 | (15.2) | (13.0) |
| Other asset accounts |  | 13,919 | 13,844 | 0.5 | 1.0 |  |  | 2,189 | 2,796 | (21.7) | (19.7) |
| Total assets |  | 209,453 | 205,510 | 1.9 | 2.4 |  |  | 68,205 | 70,434 | (3.2) | (0.6) |
| Customer deposits |  | 92,256 | 93,994 | (1.8) | (1.4) |  |  | 29,503 | 30,181 | (2.2) | 0.3 |
| Central banks and credit institutions |  | 32,377 | 30,878 | 4.9 | 5.3 |  |  | 8,778 | 8,133 | 7.9 | 10.8 |
| Marketable debt securities |  | 29,161 | 25,351 | 15.0 | 15.6 |  |  | 9,703 | 10,403 | (6.7) | (4.3) |
| Other financial liabilities |  | 33,757 | 34,215 | (1.3) | (0.9) |  |  | 12,322 | 14,323 | (14.0) | (11.7) |
| Other liabilities accounts |  | 5,829 | 5,582 | 4.4 | 4.9 |  |  | 2,299 | 1,942 | 18.4 | 21.5 |
| Total liabilities |  | 193,380 | 190,020 | 1.8 | 2.2 |  |  | 62,604 | 64,983 | (3.7) | (1.1) |
| Total equity |  | 16,073 | 15,490 | 3.8 | 4.2 |  |  | 5,601 | 5,451 | 2.8 | 5.5 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Memorandum items: |  |  |  |  |  |  |  |  |  |  |  |
| Gross loans and advances to customers B |  | 93,030 | 93,785 | (0.8) | (0.3) |  |  | 40,986 | 41,405 | (1.0) | 1.6 |
| Customer funds |  | 132,580 | 129,881 | 2.1 | 2.6 |  |  | 42,256 | 43,383 | (2.6) | 0.0 |
| Customer deposits  C |  | 80,449 | 81,378 | (1.1) | (0.7) |  |  | 28,293 | 30,060 | (5.9) | (3.4) |
| Mutual funds |  | 52,132 | 48,503 | 7.5 | 8.0 |  |  | 13,963 | 13,324 | 4.8 | 7.6 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |  |  |  |  |  |  |  |
| RoTE |  | 16.0 | 17.5 | (1.5) |  |  |  | 20.5 | 17.0 | 3.4 |  |
| RoTE (post-AT1) |  | 15.3 | 16.8 | (1.5) |  |  |  | 19.7 | 16.3 | 3.4 |  |
| Efficiency ratio |  | 32.6 | 32.1 | 0.5 |  |  |  | 33.6 | 36.0 | (2.4) |  |
| NPL ratio |  | 6.82 | 6.14 | 0.68 |  |  |  | 5.73 | 5.37 | 0.36 |  |
| NPL coverage ratio |  | 83 | 83 | 1 |  |  |  | 48 | 50 | (2) |  |
| Number of branches |  | 1,618 | 2,202 | (26.5) |  |  |  | 228 | 237 | (3.8) |  |
| Number of total customers (thousands) |  | 73,948 | 69,455 | 6.5 |  |  |  | 4,608 | 4,311 | 6.9 |  |
| Number of active customers (thousands) |  | 33,966 | 33,123 | 2.5 |  |  |  | 2,693 | 2,556 | 5.4 |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| A. Includes exchange differences. |  |  |  |  |  |  |  |  |  |  |  |
| B. Excluding reverse repos. |  |  |  |  |  |  |  |  |  |  |  |
| C. Excluding repos. |  |  |  |  |  |  |  |  |  |  |  |

Annual report 2025498

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |  |  |  |
|  |  | Argentina | | |  |  | Rest of the Group | | | |
| Underlying income statement |  | 2025 | 2024 | % |  |  | 2025 | 2024 | % | % excl. FX |
| Net interest income |  | 1,727 | 2,919 | (40.8) |  |  | 1,080 | 832 | 29.8 | 36.1 |
| Net fee income |  | 788 | 602 | 30.9 |  |  | 908 | 723 | 25.6 | 28.8 |
| Gains (losses) on financial transactions  A |  | 229 | 229 | 0.1 |  |  | 296 | 326 | (9.0) | (6.1) |
| Other operating income |  | (510) | (1,263) | (59.6) |  |  | 25 | 8 | 218.6 | 173.0 |
| Total income |  | 2,235 | 2,487 | (10.2) |  |  | 2,309 | 1,888 | 22.3 | 26.6 |
| Administrative expenses and amortizations |  | (964) | (1,022) | (5.7) |  |  | (1,656) | (1,547) | 7.0 | 9.3 |
| Net operating income |  | 1,271 | 1,465 | (13.3) |  |  | 654 | 341 | 91.6 | 112.3 |
| Net loan-loss provisions |  | (574) | (284) | 101.8 |  |  | (260) | (230) | 13.0 | 17.7 |
| Other gains (losses) and provisions |  | (46) | (353) | (86.9) |  |  | (65) | (359) | (81.9) | (81.8) |
| Profit before tax |  | 650 | 827 | (21.4) |  |  | 329 | (248) | 0.0 | 0.0 |
| Tax on profit |  | (216) | (161) | 34.6 |  |  | (29) | (36) | (20.6) | (9.4) |
| Profit from continuing operations |  | 434 | 666 | (34.9) |  |  | 300 | (284) | 0.0 | 0.0 |
| Net profit from discontinued operations |  | — | — | — |  |  | — | — | — | — |
| Consolidated profit |  | 434 | 666 | (34.9) |  |  | 300 | (284) | 0.0 | 0.0 |
| Non-controlling interests |  | (1) | (1) | (39.8) |  |  | 0 | 4 | (98.4) | (98.6) |
| Profit attributable to the parent |  | 433 | 665 | (34.9) |  |  | 300 | (280) | 0.0 | 0.0 |
|  |  |  |  |  |  |  |  |  |  |  |
| Balance sheet |  |  |  |  |  |  |  |  |  |  |
| Loans and advances to customers |  | 8,032 | 7,684 | 4.5 |  |  | 25,315 | 24,905 | 1.6 | 8.2 |
| Cash, central banks and credit institutions |  | 3,724 | 4,901 | (24.0) |  |  | 12,912 | 8,178 | 57.9 | 64.7 |
| Debt instruments |  | 2,230 | 2,654 | (16.0) |  |  | 4,452 | 10,677 | (58.3) | (57.8) |
| Other financial assets |  | 16 | 23 | (28.5) |  |  | 2,387 | 3,041 | (21.5) | (16.9) |
| Other asset accounts |  | 1,078 | 978 | 10.2 |  |  | 3,157 | 2,930 | 7.7 | 8.1 |
| Total assets |  | 15,080 | 16,240 | (7.1) |  |  | 48,222 | 49,732 | (3.0) | 1.3 |
| Customer deposits |  | 9,959 | 11,293 | (11.8) |  |  | 26,913 | 19,955 | 34.9 | 42.5 |
| Central banks and credit institutions |  | 685 | 852 | (19.5) |  |  | 8,249 | 19,309 | (57.3) | (55.8) |
| Marketable debt securities |  | 258 | 158 | 63.4 |  |  | 4,508 | 898 | 401.8 | 408.3 |
| Other financial liabilities |  | 1,060 | 968 | 9.5 |  |  | 2,402 | 2,694 | (10.9) | (4.5) |
| Other liabilities accounts |  | 547 | 476 | 14.9 |  |  | 1,543 | 1,514 | 1.9 | 2.3 |
| Total liabilities |  | 12,510 | 13,746 | (9.0) |  |  | 43,614 | 44,371 | (1.7) | 2.7 |
| Total equity |  | 2,570 | 2,494 | 3.1 |  |  | 4,608 | 5,360 | (14.0) | (10.3) |
|  |  |  |  |  |  |  |  |  |  |  |
| Memorandum items: |  |  |  |  |  |  |  |  |  |  |
| Gross loans and advances to customers B |  | 8,611 | 7,938 | 8.5 |  |  | 25,796 | 25,285 | 2.0 | 8.5 |
| Customer funds |  | 15,894 | 17,047 | (6.8) |  |  | 45,916 | 34,204 | 34.2 | 40.8 |
| Customer deposits  C |  | 9,959 | 11,293 | (11.8) |  |  | 26,691 | 19,527 | 36.7 | 44.6 |
| Mutual funds |  | 5,934 | 5,754 | 3.1 |  |  | 19,225 | 14,677 | 31.0 | 35.9 |
|  |  |  |  |  |  |  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |  |  |  |  |  |  |
| RoTE |  | 20.9 | 34.8 | (13.9) |  |  |  |  |  |  |
| RoTE (post-AT1) |  | 20.2 | 34.5 | (14.3) |  |  |  |  |  |  |
| Efficiency ratio |  | 43.1 | 41.1 | 2.0 |  |  |  |  |  |  |
| NPL ratio |  | 7.68 | 2.06 | 5.62 |  |  |  |  |  |  |
| NPL coverage ratio |  | 90 | 177 | (87) |  |  |  |  |  |  |
| Number of branches D |  | 391 | 409 | (4.4) |  |  |  |  |  |  |
| Number of total customers (thousands) |  | 5,412 | 5,117 | 5.8 |  |  |  |  |  |  |
| Number of active customers (thousands) |  | 3,772 | 3,674 | 2.7 |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
| A. Includes exchange differences. |  |  |  |  |  |  |  |  |  |  |
| B. Excluding reverse repos. |  |  |  |  |  |  |  |  |  |  |
| C. Excluding repos. |  |  |  |  |  |  |  |  |  |  |
| D. In Argentina, we have included the CartaSur points of sale and the banking service points in 2025 and 2024 figures. | | | | | | | | | | |

Annual report 2025499

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

6. Alternative performance measures (APMs)

In addition to the financial information prepared under IFRS, this

consolidated directors’ report contains financial measures that

constitute alternative performance measures (APMs) to comply

with the guidelines on alternative performance measures issued by

the European Securities and Markets Authority on 5 October 2015

and non-IFRS measures.

The financial measures contained in this consolidated directors’

report that qualify as APMs and non-IFRS measures have been

calculated using our financial information but are not defined or

detailed in the applicable financial information framework or under

IFRS and therefore have neither been audited nor are susceptible to

being fully audited.

We use these APMs and non-IFRS measures when planning,

monitoring and evaluating our performance. We consider these

APMs and non-IFRS financial measures to be useful metrics for

management and investors to facilitate operating performance

comparisons from period to period. While we believe that these

APMs and non-IFRS financial measures are useful in evaluating our

business, this information should be considered as supplemental in

nature and is not meant as a substitute of IFRS measures. In

addition, the way in which Santander defines and calculates these

APMs and non-IFRS measures may differ from the calculations

used by other companies with similar measures and, therefore,

may not be comparable.

Additional APMs to those included in this section are presented in

section [SN 9. 'Alternative Performance Measures'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_268) of the

'Sustainability statement' chapter.

The APMs and non-IFRS measures we use in this document can be

categorized as follows:

#### Underlying results

In addition to IFRS results measures, we present some results

measures which are non-IFRS and which we refer to as underlying

measures. These measures allow, in our view, a better year-on-

year comparability given that they exclude items outside the

ordinary performance of our business (e.g. capital gains, write-

downs, impairment of goodwill) or certain line items have been

reclassified in the underlying ('adjusted') income statement, as

their impact on profit is zero, to better understand the trends in the

business.

Similarly, we report some line items, such as net operating income,

gains on financial transactions, net loan-loss provisions and other

results and provisions which, despite not coinciding exactly with

the statutory line items, can be derived directly from the

consolidated financial statements prepared in accordance with

IFRS. For further information, see section [4.2 'Results'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_676) in this

chapter.

In addition, in section  [5. 'Financial information by segment'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_691)

covering the primary and secondary segments, results are

presented only on an underlying basis in accordance with IFRS 8

and is the information used by the Group’s governance bodies. A

reconciliation on an aggregate basis to our IFRS consolidated

results as well as the definitions of the aforementioned line items

can be found in [note 52.c](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1237) to our consolidated financial statements.

As a result of the Poland disposal and in accordance with IFRS 5

requirements, in the statutory income statement, the results

associated with the business subject to the Poland disposal are

reported under a single line item in the consolidated income

statement — 'profit or loss after tax from discontinued operations'

— for 2025, 2024 and 2023.

However, in the underlying income statement, the results from

Poland continue to be reported line by line and disaggregated, as

they were in previous disclosures, given the management of

Santander Poland remained unchanged until the Poland disposal

was completed in January 2026. This reporting approach is

consistent with the information used internally in management

reporting, as well as with other public Group disclosures.

Annual report 2025500

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Ratios

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | All profitability, efficiency, credit quality and other metrics included in this 'Alternative performance measures' section have  been calculated including Poland, as they were in disclosures prior to the announcement of the operation given the  management of Santander Poland remained unchanged until the Poland disposal was completed in January 2026. This  reporting approach is consistent with the information used internally in management reporting, as well as with other public  Group disclosures. However, if we were to exclude Poland, the Group's main management ratios would not be materially  affected. |  |
|  |  |  |

#### Profitability and efficiency ratios

The purpose of the profitability ratios is to measure the ratio of profit to equity, to tangible equity, to assets and to risk-weighted assets.

The efficiency ratio measures how much general administrative expenses (personnel and other) and amortization costs are needed to

generate revenue.

Additionally, goodwill adjustments have been removed from the RoTE numerator as, since they are not considered in the denominator, we

believe this calculation is more correct.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Ratio |  | Formula |  | Relevance of the metric |
| RoE |  | Profit attributable to the parent |  | This ratio measures the return that shareholders obtain on  the funds invested in the bank and as such measures the  bank’s ability to pay shareholders. |
| (Return on Equity) |  | Average stockholders’ equity  A (excl. minority  interests) |  |
| RoTE |  | Profit attributable to the parent  B |  | This is used to evaluate the profitability of the company as a  percentage of its tangible equity. It is measured as the return  that shareholders receive as a percentage of the funds  invested in the bank less intangible assets. |
| (Return on Tangible Equity) |  | Average stockholders’ equity  A (excl. minority  interests) - intangible assets |  |
| RoTE (post-AT1) |  | Profit attributable to the parent minus AT1  costs B |  | As with RoTE, this indicator is used to assess the profitability  of a company as a percentage of its tangible equity, but the  cost of AT1 issuances is deducted from the numerator. This is  the definition of RoTE that is commonly used as a measure of  profitability over tangible equity. |
| (Return on tangible equity) |  | Average stockholders' equity A (excl. minority  interests) - intangible assets |  |
| RoA |  | Consolidated profit |  | This metric measures the profitability of a company as a  percentage of its total assets. It is an indicator that reflects  the efficiency of the bank’s total assets in generating profit  over a given period. |
| (Return on Assets) |  | Average total assets |  |
| RoRWA |  | Consolidated profit |  | The return adjusted for risk is a derivative of the RoA metric.  The difference is that RoRWA measures profit in relation to  the bank’s risk-weighted assets. |
| (Return on Risk-Weighted  Assets) |  | Average risk-weighted assets |  |
| RoRAC |  | Underlying consolidated profit |  | This is the return on economic capital required internally  (necessary to support all risks inherent in our activity). |
| (Return on Risk-Adjusted  Capital) |  | Average economic capital |  |
| Economic Value Added |  | Underlying consolidated profit – (average  economic capital x cost of capital) |  | Economic value added is the profit generated in excess of the  cost of economic capital employed. This measures risk-  adjusted returns in absolute terms, complementing the  RoRAC approach. |
| Efficiency |  | Operating expenses C |  | One of the most commonly used indicators when comparing  productivity of different financial entities. It measures the  amount of resources used to generate the bank’s total  income. |
| (Cost-to-income) |  | Total income |  |

A. Stockholders’ equity = Capital and Reserves + Accumulated other comprehensive income + Profit attributable to the parent + Dividends.

B. Excluding the adjustment to the valuation of goodwill,  since they are not considered in the denominator, we believe this calculation is more correct.

C. Operating expenses = Administrative expenses + amortizations.

Annual report 2025501

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Profitability and efficiency A  (EUR million and %) |  |  |  |
|  | 2025 | 2024 | 2023 |
| RoE | 13.9% | 13.0% | 11.9% |
| Profit attributable to the parent | 14,101 | 12,574 | 11,076 |
| Average stockholders' equity (excluding minority interests) | 101,497 | 96,744 | 93,035 |
|  |  |  |  |
| RoTE | 17.1% | 16.3% | 15.1% |
| Profit attributable to the parent | 14,101 | 12,574 | 11,076 |
| (-) Goodwill impairment | (4) | (4) | (20) |
| Profit attributable to the parent (excluding goodwill impairment) | 14,105 | 12,578 | 11,096 |
| Average stockholders' equity (excluding minority interests) | 101,497 | 96,744 | 93,035 |
| (-) Average intangible assets | 18,865 | 19,428 | 19,361 |
| Average stockholders' equity (excl. minority interests) - intangible assets | 82,631 | 77,316 | 73,675 |
|  |  |  |  |
| RoTE post-AT1 | 16.3% | 15.5% | 14.4% |
| Profit attributable to the parent | 14,101 | 12,574 | 11,076 |
| (-) AT1 costs | 622 | 620 | 492 |
| Profit attributable to the parent excluding AT1 costs | 13,479 | 11,955 | 10,583 |
| (-) Goodwill impairment | (4) | (4) | (20) |
| Profit attributable to the parent minus AT1 costs (excluding goodwill impairment) | 13,483 | 11,958 | 10,603 |
| Average stockholders' equity (excluding minority interests) | 101,497 | 96,744 | 93,035 |
| (-) Average intangible assets | 18,865 | 19,428 | 19,361 |
| Average stockholders' equity (excl. minority interests) - intangible assets | 82,631 | 77,316 | 73,675 |
|  |  |  |  |
| RoA | 0.84% | 0.76% | 0.69% |
| Consolidated profit | 15,500 | 13,744 | 12,183 |
| Average total assets | 1,843,112 | 1,803,272 | 1,773,103 |
|  |  |  |  |
| RoRWA | 2.44% | 2.18% | 1.96% |
| Consolidated profit | 15,500 | 13,744 | 12,209 |
| Average risk-weighted assets B | 634,020 | 630,494 | 624,031 |
|  |  |  |  |
| RoRAC | 19.89% | 17.52% | 15.30% |
| Consolidated profit | 15,500 | 13,744 | 12,209 |
| (-) Adjustments to consolidated profit for items outside ordinary course of businesses | (26) | — | 26 |
| Underlying consolidated profit | 15,526 | 13,744 | 12,183 |
| Average economic capital | 78,052 | 78,430 | 79,605 |
|  |  |  |  |
| Economic value added | 6,160 | 4,332 | 3,259 |
| Underlying consolidated profit | 15,526 | 13,744 | 12,183 |
| (-) Average economic capital x cost of capital | (9,366) | (9,412) | (8,924) |
| Average economic capital | 78,052 | 78,430 | 79,605 |
| Cost of capital | 12.00% | 12.00% | 11.21% |
|  |  |  |  |
| Efficiency ratio | 41.2% | 41.8% | 44.1% |
| Underlying operating expenses | 25,725 | 26,034 | 25,425 |
| Operating expenses | 24,711 | 25,149 | 24,632 |
| Adjustments to operating expenses for items outside ordinary course of businesses | 1,014 | 885 | 793 |
| Underlying total income | 62,390 | 62,211 | 57,647 |
| Total income | 58,670 | 58,380 | 54,251 |
| Adjustments to total income for items outside ordinary course of businesses | 3,720 | 3,831 | 3,396 |

A. Averages included in the RoE, RoTE, RoTE (post-AT1), RoA and RoRWA denominators are calculated using the monthly average over the period, which we believe should not

differ materially from using daily balances.

B. The risk-weighted assets included in the denominator of the RoRWA metric are calculated in line with the criteria laid out in the CRR (Capital Requirements Regulation).

Annual report 2025502

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Ratio |  | Formula |  | Relevance of the metric |
| Global business RoTE |  | Profit attributable to the parent excluding goodwill  impairment |  | This indicator is used to evaluate the profitability of the  company as a percentage of its tangible equity. It's measured as  the return that shareholders receive as a percentage of the  funds invested in the entity less intangible assets. |
|  | Average stockholders' equity (excl. minority interests) -  intangible assets A |  |
| Global business and  country RoTE (post-  AT1) |  | Profit attributable to the parent minus AT1 costsB  (excluding goodwill impairment) |  | As with RoTE, this indicator is used to assess the profitability of a  company as a percentage of its tangible equity, but the cost of  AT1 issuances is deducted from the numerator. This is the  definition of RoTE that is commonly used as a measure of  profitability over tangible equity. |
|  | Average stockholders' equity(excl. minority interests) -  intangible assets A |  |

A. For global businesses, tangible equity is allocated according to RWA consumption.

B. For both global businesses and countries, AT1 costs are allocated according to RWA consumption.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| RoTE (EUR million and %) | | | | | | | |
|  | 2025 | | |  | 2024 | | |
|  | % | Numerator | Denominator |  | % | Numerator | Denominator |
| Retail & Commercial Banking | 18.5 | 7,670 | 41,568 |  | 18.9 | 7,249 | 38,280 |
| Digital Consumer Bank | 9.4 | 1,741 | 18,532 |  | 9.8 | 1,659 | 16,931 |
| Corporate & Investment Banking | 19.8 | 2,834 | 14,297 |  | 18.0 | 2,747 | 15,224 |
| Wealth Management & Insurance | 69.2 | 2,063 | 2,980 |  | 77.6 | 1,671 | 2,153 |
| Payments | 28.8 | 883 | 3,068 |  | 14.1 | 405 | 2,883 |
| PagoNxt |  |  |  |  |  |  |  |
| Cards | 30.7 | 787 | 2,562 |  | 29.2 | 703 | 2,405 |
|  |  |  |  |  |  |  |  |
| Spain | 25.1 | 4,272 | 17,009 |  | 21.7 | 3,762 | 17,347 |
| UK | 10.7 | 1,307 | 12,200 |  | 11.1 | 1,306 | 11,781 |
| Portugal | 30.8 | 1,010 | 3,282 |  | 25.4 | 1,001 | 3,948 |
| Poland | 23.8 | 949 | 3,984 |  | 20.2 | 800 | 3,956 |
| DCB Europe | 7.6 | 772 | 10,212 |  | 6.4 | 642 | 10,055 |
| US | 10.8 | 1,541 | 14,311 |  | 7.5 | 1,109 | 14,742 |
| Mexico | 22.4 | 1,705 | 7,616 |  | 20.0 | 1,671 | 8,343 |
| Brazil | 16.0 | 2,169 | 13,545 |  | 17.5 | 2,424 | 13,853 |
| Chile | 20.5 | 729 | 3,567 |  | 17.0 | 629 | 3,693 |
| Argentina | 20.9 | 433 | 2,072 |  | 34.8 | 665 | 1,909 |

Numerator: profit attributable to the parent (excluding the adjustment to the valuation of goodwill).

Denominator: average stockholders' equity (excluding minority interests) - intangible assets.

PagoNxt's RoTE is not provided as we do not consider it a relevant metric to measure performance in this type of business.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| RoTE (post-AT1) (EUR million and %) | | | | | | | |
|  | 2025 | | |  | 2024 | | |
|  | % | Numerator | Denominator |  | % | Numerator | Denominator |
| Retail & Commercial Banking | 17.7 | 7,375 | 41,568 |  | 18.2 | 6,959 | 38,280 |
| Digital Consumer Bank | 8.6 | 1,585 | 18,532 |  | 8.9 | 1,506 | 16,931 |
| Corporate & Investment Banking | 19.1 | 2,728 | 14,297 |  | 17.3 | 2,627 | 15,224 |
| Wealth Management & Insurance | 68.5 | 2,041 | 2,980 |  | 76.8 | 1,654 | 2,153 |
| Payments | 28.0 | 860 | 3,068 |  | 13.3 | 385 | 2,883 |
| PagoNxt | 0.0 | 0 | 0 |  | 0.0 | 0 | 0 |
| Cards | 30.1 | 770 | 2,562 |  | 28.5 | 686 | 2,405 |
|  |  |  |  |  |  |  |  |
| Spain | 24.3 | 4,133 | 17,009 |  | 20.9 | 3,620 | 17,347 |
| UK | 10.2 | 1,248 | 12,200 |  | 10.6 | 1,247 | 11,781 |
| Portugal | 30.3 | 994 | 3,282 |  | 25.0 | 985 | 3,948 |
| Poland | 23.1 | 921 | 3,984 |  | 19.6 | 775 | 3,956 |
| DCB Europe | 6.7 | 685 | 10,212 |  | 5.5 | 556 | 10,055 |
| US | 10.2 | 1,454 | 14,311 |  | 6.9 | 1,024 | 14,742 |
| Mexico | 22.0 | 1,674 | 7,616 |  | 19.6 | 1,638 | 8,343 |
| Brazil | 15.3 | 2,074 | 13,545 |  | 16.8 | 2,323 | 13,853 |
| Chile | 19.7 | 703 | 3,567 |  | 16.3 | 602 | 3,693 |
| Argentina | 20.2 | 419 | 2,072 |  | 34.5 | 658 | 1,909 |

Numerator: profit attributable to the parent minus AT1 costs (excluding goodwill impairment).

Denominator: average stockholders' equity (excluding minority interests) - intangible assets.

PagoNxt's RoTE is not provided as we do not consider it a relevant metric to measure performance in this type of business.

Annual report 2025503

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Efficiency ratio  (EUR million and %) | | | | | | | |
|  | 2025 | | |  | 2024 | | |
|  | % | Numerator | Denominator |  | % | Numerator | Denominator |
| Retail & Commercial Banking | 39.4 | 12,314 | 31,216 |  | 39.5 | 12,796 | 32,374 |
| Digital Consumer Bank | 40.6 | 5,287 | 13,015 |  | 40.1 | 5,183 | 12,912 |
| Corporate & Investment Banking | 45.5 | 3,866 | 8,488 |  | 45.5 | 3,794 | 8,338 |
| Wealth Management & Insurance | 35.3 | 1,497 | 4,239 |  | 38.2 | 1,452 | 3,803 |
| Payments | 39.2 | 2,360 | 6,013 |  | 44.5 | 2,430 | 5,459 |
| PagoNxt | 82.9 | 1,138 | 1,373 |  | 93.6 | 1,160 | 1,240 |
| Cards | 26.3 | 1,221 | 4,640 |  | 30.1 | 1,270 | 4,220 |
|  |  |  |  |  |  |  |  |
| Spain | 35.7 | 4,284 | 11,990 |  | 35.7 | 4,271 | 11,974 |
| UK | 52.5 | 2,771 | 5,280 |  | 55.9 | 2,918 | 5,216 |
| Portugal | 28.0 | 548 | 1,959 |  | 26.1 | 548 | 2,100 |
| Poland | 27.8 | 1,036 | 3,724 |  | 27.1 | 965 | 3,555 |
| DCB Europe | 44.1 | 2,611 | 5,925 |  | 45.9 | 2,604 | 5,679 |
| US | 48.1 | 3,812 | 7,929 |  | 50.5 | 3,830 | 7,580 |
| Mexico | 41.6 | 2,620 | 6,305 |  | 42.5 | 2,665 | 6,278 |
| Brazil | 32.6 | 4,109 | 12,602 |  | 32.1 | 4,352 | 13,536 |
| Chile | 33.6 | 912 | 2,714 |  | 36.0 | 933 | 2,592 |
| Argentina | 43.1 | 964 | 2,235 |  | 41.1 | 1,022 | 2,487 |

Numerator: underlying operating expenses.

Denominator: underlying total income.

#### Credit risk indicators

The credit risk indicators measure the quality of the credit portfolio and the percentage of non-performing loans covered by provisions.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Ratio |  | Formula |  | Relevance of the metric |
| NPL ratio  (Non-performing loans  ratio) |  | Credit impaired customer loans and advances, guarantees  and undrawn balances |  | The NPL ratio is an important variable regarding financial  institutions' activity since it gives an indication of the  level of credit risk the entities are exposed to. It  calculates risks that are, in accounting terms, declared to  be credit impaired as a percentage of the total  outstanding amount of customer credit and contingent  liabilities. |
|  | Total Risk A |  |
| NPL coverage ratio |  | Total allowances to cover impairment losses on customer  loans and advances, guarantees and undrawn balances |  | The NPL coverage ratio is a fundamental metric in the  financial sector. It reflects the level of provisions as a  percentage of the credit impaired assets. Therefore, it is a  good indicator of the entity's solvency against customer  defaults both present and future. |
|  | Credit impaired customer loans and advances, guarantees  and undrawn balances |  |
| Cost of risk |  | Allowances for loan-loss provisions over the last 12 months |  | This ratio quantifies loan-loss provisions arising from  credit risk over a defined period of time for a given loan  portfolio. As such, it acts as an indicator of credit quality. |
|  | Average loans and advances to customers over the last 12  months |  |

A. Total risk = non-impaired and impaired customer loans and advances and guarantees + impaired undrawn customer balances.

Annual report 2025504

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Credit risk (I)  (EUR million and %) |  |  |  |
|  | Dec-25 | Dec-24 | Dec-23 |
| NPL ratio | 2.91% | 3.05% | 3.14% |
| Credit impaired customer loans and advances, guarantees and undrawn balances | 34,393 | 35,265 | 35,620 |
| Gross loans and advances to customers registered under the headings 'financial assets  measured at amortized cost' and 'financial assets designated at fair value through profit or loss'  classified in stage 3 (OCI), excluding POCI (Purchased or Originated Credit Impaired) | 32,887 | 33,568 | 33,821 |
| POCI exposure (Purchased or Originated Credit Impaired) that is additionally impaired | 144 | 163 | 273 |
| Customer guarantees and undrawn balances classified in stage 3 | 1,345 | 1,521 | 1,517 |
| Doubtful exposure of loans and advances to customers at fair value through profit or loss | 17 | 13 | 9 |
| Total risk | 1,181,945 | 1,157,274 | 1,133,898 |
| Impaired and non-impaired gross loans and advances to customers | 1,098,453 | 1,076,195 | 1,059,135 |
| Impaired and non-impaired customer guarantees and impaired undrawn customer balances | 83,492 | 81,079 | 74,763 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Credit risk (II)  (EUR million and %) |  |  |  |
|  | Dec-25 | Dec-24 | Dec-23 |
| NPL coverage ratio | 66.5% | 64.8% | 65.9% |
| Total allowances to cover impairment losses on customer loans and advances, guarantees and  undrawn balances | 22,869 | 22,835 | 23,490 |
| Total allowances to cover impairment losses on loans and advances to customers measured at  amortized cost and designated at fair value through OCI | 22,138 | 22,125 | 22,788 |
| Total allowances to cover impairment losses on customer guarantees and undrawn balances | 731 | 710 | 702 |
| Credit impaired customer loans and advances, guarantees and undrawn balances | 34,393 | 35,265 | 35,620 |
| Gross loans and advances to customers registered under the headings 'financial assets  measured at amortized cost' and 'financial assets designated at fair value through profit or loss'  classified in stage 3 (OCI), excluding POCI (Purchased or Originated Credit Impaired) | 32,887 | 33,568 | 33,821 |
| POCI exposure (Purchased or Originated Credit Impaired) that is additionally impaired | 144 | 163 | 273 |
| Customer guarantees and undrawn balances classified in stage 3 | 1,345 | 1,521 | 1,517 |
| Doubtful exposure of loans and advances to customers at fair value through profit or loss | 17 | 13 | 9 |
|  |  |  |  |
| Cost of risk | 1.15% | 1.15% | 1.18% |
| Underlying allowances for loan-loss provisions over the last 12 months | 12,411 | 12,333 | 12,458 |
| Allowances for loan-loss provisions over the last 12 months | 12,596 | 12,183 | 12,260 |
| Adjustments to loan-loss provisions for items outside ordinary course of businesses | (185) | 150 | 198 |
| Average loans and advances to customers over the last 12 months | 1,082,829 | 1,075,821 | 1,059,566 |

Annual report 2025505

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| NPL ratio  (EUR million and %) | | | |  |  | | |
|  | Dec-25 | | |  | Dec-24 | | |
|  | % | Numerator | Denominator |  | % | Numerator | Denominator |
| Retail & Commercial Banking | 2.97 | 18,998 | 640,483 |  | 3.18 | 20,441 | 643,530 |
| Digital Consumer Bank | 5.32 | 11,351 | 213,525 |  | 5.07 | 10,993 | 216,616 |
| Corporate & Investment Banking | 0.69 | 1,842 | 267,492 |  | 0.83 | 2,002 | 241,061 |
| Wealth Management & Insurance | 0.86 | 235 | 27,395 |  | 0.93 | 237 | 25,303 |
| Payments | 6.35 | 1,695 | 26,695 |  | 5.20 | 1,290 | 24,804 |
| PagoNxt |  |  |  |  |  |  |  |
| Cards | 6.43 | 1,652 | 25,693 |  | 5.31 | 1,259 | 23,716 |
|  |  |  |  |  |  |  |  |
| Spain | 1.96 | 5,915 | 302,271 |  | 2.68 | 7,672 | 285,883 |
| UK | 1.08 | 2,645 | 244,303 |  | 1.33 | 3,299 | 248,061 |
| Portugal | 2.08 | 928 | 44,674 |  | 2.40 | 993 | 41,418 |
| Poland | 3.34 | 1,549 | 46,427 |  | 3.66 | 1,636 | 44,704 |
| DCB Europe | 2.53 | 3,642 | 144,039 |  | 2.50 | 3,527 | 141,312 |
| US | 4.85 | 7,150 | 147,303 |  | 4.72 | 7,012 | 148,643 |
| Mexico | 2.65 | 1,420 | 53,476 |  | 2.71 | 1,352 | 49,927 |
| Brazil | 6.82 | 7,192 | 105,410 |  | 6.14 | 6,418 | 104,519 |
| Chile | 5.73 | 2,528 | 44,146 |  | 5.37 | 2,394 | 44,590 |
| Argentina | 7.68 | 677 | 8,813 |  | 2.06 | 173 | 8,411 |

Numerator: credit impaired customer loans and advances, guarantees and undrawn balances.

Denominator: total risk.

PagoNxt's NPL ratio is not provided as we do not consider it a relevant metric for this type of business.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| NPL coverage ratio  (EUR million and %) | | |  |  |  |  |  |
|  | Dec-25 | | |  | Dec-24 | | |
|  | % | Numerator | Denominator |  | % | Numerator | Denominator |
| Retail & Commercial Banking | 61 | 11,530 | 18,998 |  | 58 | 11,948 | 20,441 |
| Digital Consumer Bank | 71 | 8,075 | 11,351 |  | 74 | 8,088 | 10,993 |
| Corporate & Investment Banking | 48 | 880 | 1,842 |  | 39 | 780 | 2,002 |
| Wealth Management & Insurance | 71 | 168 | 235 |  | 71 | 168 | 237 |
| Payments | 127 | 2,150 | 1,695 |  | 137 | 1,774 | 1,290 |
| PagoNxt |  |  |  |  |  |  |  |
| Cards | 129 | 2,125 | 1,652 |  | 139 | 1,752 | 1,259 |
|  |  |  |  |  |  |  |  |
| Spain | 55 | 3,252 | 5,915 |  | 53 | 4,039 | 7,672 |
| UK | 33 | 860 | 2,645 |  | 29 | 967 | 3,299 |
| Portugal | 83 | 766 | 928 |  | 79 | 789 | 993 |
| Poland | 65 | 1,011 | 1,549 |  | 62 | 1,013 | 1,636 |
| DCB Europe | 87 | 3,181 | 3,642 |  | 83 | 2,910 | 3,527 |
| US | 55 | 3,934 | 7,150 |  | 64 | 4,471 | 7,012 |
| Mexico | 105 | 1,488 | 1,420 |  | 100 | 1,358 | 1,352 |
| Brazil | 83 | 5,996 | 7,192 |  | 83 | 5,311 | 6,418 |
| Chile | 48 | 1,211 | 2,528 |  | 50 | 1,196 | 2,394 |
| Argentina | 90 | 607 | 677 |  | 177 | 307 | 173 |

Numerator: total allowances to cover impairment losses on customer loans and advances, guarantees and undrawn balances.

Denominator: credit impaired customer loans and advances, guarantees and undrawn balances.

PagoNxt's coverage ratio is not provided as we do not consider it a relevant metric for this type of business.

Annual report 2025506

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Cost of risk  (EUR million and %) | | | |  |  |  |  |
|  | Dec-25 | | |  | Dec-24 | | |
|  | % | Numerator | Denominator |  | % | Numerator | Denominator |
| Retail & Commercial Banking | 0.88 | 5,416 | 617,251 |  | 0.92 | 5,846 | 632,218 |
| Digital Consumer Bank | 2.10 | 4,457 | 212,551 |  | 2.16 | 4,562 | 210,748 |
| Corporate & Investment Banking | 0.15 | 291 | 195,936 |  | 0.09 | 171 | 180,462 |
| Wealth Management & Insurance | 0.09 | 22 | 25,482 |  | 0.19 | 44 | 23,342 |
| Payments | 7.91 | 2,027 | 25,623 |  | 7.36 | 1,714 | 23,288 |
| PagoNxt |  |  |  |  |  |  |  |
| Cards | 8.22 | 2,003 | 24,369 |  | 7.60 | 1,698 | 22,331 |
|  |  |  |  |  |  |  |  |
| Spain | 0.44 | 1,142 | 260,878 |  | 0.50 | 1,259 | 249,759 |
| United Kingdom | 0.07 | 177 | 244,442 |  | 0.03 | 64 | 251,348 |
| Portugal | (0.02) | (8) | 40,351 |  | 0.03 | 11 | 38,454 |
| Poland | 0.71 | 283 | 40,152 |  | 1.38 | 511 | 37,138 |
| DCB Europe | 0.97 | 1,363 | 140,504 |  | 0.88 | 1,209 | 137,165 |
| US | 1.63 | 2,244 | 137,603 |  | 1.82 | 2,507 | 137,581 |
| Mexico | 2.69 | 1,239 | 46,067 |  | 2.64 | 1,277 | 48,439 |
| Brazil | 4.73 | 4,409 | 93,197 |  | 4.51 | 4,487 | 99,532 |
| Chile | 1.32 | 531 | 40,181 |  | 1.19 | 497 | 41,582 |
| Argentina | 7.34 | 574 | 7,820 |  | 4.59 | 284 | 6,190 |

Numerator: underlying allowances for loan-loss provisions over the last 12 months.

Denominator: average loans and advances to customers over the last 12 months.

PagoNxt's cost of risk is not provided as we do not consider it a relevant metric for this type of business.

#### Other indicators

The Group has a series of additional financial metrics which facilitate analysis of the underlying business trends and performance.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Ratio |  | Formula |  | Relevance of the metric |
| TNAV per share  (Tangible net asset  value per share) |  | Tangible book value  A |  | This is a very commonly used ratio used to measure the  company’s accounting value per share having deducted the  intangible assets. It is useful in evaluating the amount each  shareholder would receive if the company were to enter into  liquidation and had to sell all the company’s tangible assets. |
|  | Number of shares excluding treasury stock |  |
| Price to tangible book  value per share  (X) |  | Share price |  | This is one of the most commonly used ratios by market  participants for the valuation of listed companies both in  absolute terms and relative to other entities. This ratio  measures the relationship between the price paid for a  company and its accounting equity value. |
|  | TNAV per share |  |
| LTD ratio B  (Loan-to-deposit) |  | Net loans and advances to customers |  | This is an indicator of the bank's liquidity. It measures the  total loans and advances to customers net of loan-loss  provisions as a percentage of customer deposits. |
|  | Customer deposits |  |
| Loans and advances  (excl. reverse repos) B |  | Gross loans and advances to customers excluding reverse  repos |  | In order to aid analysis of the commercial banking activity,  reverse repos are excluded as they are highly volatile treasury  products. |
| Deposits (excl. repos) B |  | Customer deposits excluding repos |  | In order to aid analysis of the commercial banking activity,  repos are excluded as they are highly volatile treasury  products. |
| PAT + After tax fees (in  Wealth Management  & Insurance) B |  | Net profit + fees ceded by Santander Asset Management and  Santander Insurance to the branch network, net of taxes,  excluding Private Banking customers |  | Metric to assess Wealth Management & Insurance’s total  contribution to the Group’s profit. |

A. Tangible book value = Stockholders’ equity (excl. minority interests) - intangible assets.

B. Including Poland.

Annual report 2025507

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Others (EUR million and %) |  |  |  |
|  | Dec-25 | Dec-24 | Dec-23 |
| TNAV (tangible book value) per share | 5.76 | 5.24 | 4.76 |
| Tangible book value | 84,527 | 79,342 | 75,552 |
| Number of shares excl. treasury stock (million) | 14,678 | 15,137 | 15,886 |
|  |  |  |  |
| Price to tangible book value per share (X) | 1.75 | 0.85 | 0.79 |
| Share price (euros) | 10.070 | 4.465 | 3.780 |
| TNAV (tangible book value) per share | 5.76 | 5.24 | 4.76 |
|  |  |  |  |
| Loan-to-deposit ratio | 98% | 100% | 99% |
| Net loans and advances to customers | 1,076,315 | 1,054,069 | 1,036,349 |
| Customer deposits | 1,095,827 | 1,055,936 | 1,047,169 |
|  |  |  |  |
|  | 2025 | 2024 |  |
| PAT + After tax fees (in Wealth) (Constant EUR million) | 3,796 | 3,195 |  |
| Profit after tax | 2,158 | 1,705 |  |
| Net fee income net of tax | 1,639 | 1,490 |  |

#### Local currency measures

We make use of certain financial measures in local currency to help

in the assessment of our ongoing operating performance. These

non-IFRS financial measures include the results of operations of

our subsidiary banks located outside the eurozone, excluding the

impact of foreign exchange. Because changes in foreign currency

exchange rates do not have an operating impact on the results, we

believe that evaluating their performance on a local currency basis

provides an additional and meaningful assessment of performance

to both management and the company’s investors.

The Group presents, at both the Group and business unit levels, the

real changes in euros in the income statement as well as the

changes excluding the exchange rate effect (i.e., 'excluding FX' or

'constant euros'), as it considers the latter facilitates analysis, since

it enables business movements to be identified without taking into

account the impact of converting each local currency into euros.

Said variations, excluding the impact of exchange rate movements,

are calculated by converting income statement lines for the

different business units comprising the Group into our presentation

currency, the euro, applying the average exchange rate for 2025 to

all periods contemplated in the analysis. We use this method for

all countries with the exception of Argentina, where we use the

exchange rate on the last working day of each period presented,

given it is a hyperinflationary economy, to mitigate the distortions

caused by the hyperinflation.

The Group presents, at both the Group level as well as the business

unit level, the changes in euros as well as the changes excluding

the exchange rate effect ('excluding FX' or 'constant euros') for

loans and advances to customers excluding reverse repurchase

agreements (repos) and customer funds (which comprise deposits

and mutual funds) excluding repos. Additionally, we present

changes in the main balance sheet lines of the Group's countries

both in euros as well as the changes excluding the exchange rate

effect. As with the income statement, the reason is to facilitate

analysis by isolating the changes in the balance sheet that are not

caused by converting each local currency into euros.

These changes excluding the impact of exchange rate movements

are calculated by converting the balances, into our presentation

currency, the euro, applying the closing exchange rate on the last

working day of December 2025 to all periods contemplated in the

analysis. We use this method to calculate the variations for all

countries with the exception of Argentina, where we use the

exchange rate on the last working day of each period presented,

given it is a hyperinflationary economy, to mitigate the distortions

caused by the hyperinflation.

Due to the significant divergence between the official Argentine

peso exchange rate and other macroeconomic magnitudes, mainly

inflation, we applied an alternative exchange rate to 2024 results

which reflected the exchange rate observed in transactions ordered

between market participants under the prevailing economic

conditions, such as the repatriation of dividends from businesses in

Argentina. This alternative exchange rate tock the dollar contado

con liquidación rate (CCL) as a reference, which is the exchange rate

resulting from the sale of local bonds denominated in Argentine

pesos in US dollars (dual denomination peso/dollar bonds). At the

end of 2024, the value of this exchange rate did not significantly

differ from other market rates or the official exchange rate.

Annual report 2025508

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

However, for data relating to 2025, we apply the official exchange

rate given that the value of the dollar CCL exchange rate did not

significantly differ from other market rates or the official exchange

rate following the lifting of currency controls and the removal of

restrictions on the purchase of foreign currency for individuals in

Argentina.

The average and period-end exchange rates for the main currencies

in which the Group operates are set out in the table below.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Exchange rates: 1 euro/currency parity | | | | | |
|  | Average (income statement) | |  | Period-end (balance sheet) | |
|  | 2025 | 2024 |  | 2025 | 2024 |
| US dollar | 1.129 | 1.082 |  | 1.176 | 1.039 |
| Pound sterling | 0.857 | 0.846 |  | 0.873 | 0.829 |
| Brazilian real | 6.304 | 5.809 |  | 6.458 | 6.427 |
| Mexican peso | 21.662 | 19.723 |  | 21.122 | 21.554 |
| Chilean peso | 1,073.108 | 1,020.473 |  | 1,059.750 | 1,032.560 |
| Argentine peso  A |  |  |  | 1,706.383 | 1,232.389 |
| Polish zloty | 4.239 | 4.305 |  | 4.220 | 4.275 |

A. Average exchange rates for the Argentine peso are not included since we use the exchange rate on the last working day of each period presented given it is a

hyperinflationary economy. For 2024 data, we applied an alternative exchange rate for the Argentine peso that better reflects the evolution of inflation. We apply the

official ARS exchange rate to all other periods.

#### Impact of inflation on operating expenses

Santander presents, for both the Group and the business units

included in the primary and secondary segments: i) the changes in

operating expenses in euros; ii) the changes excluding the

exchange rate effect with the exception of Argentina which is

calculated as described above; and iii) the changes excluding the

exchange rate effect minus the effect of average inflation over the

year except for Argentina as cost growth in euros should already

largely reflect the effect of hyperinflation on exchange rates. The

reason is that the two latter facilitate analysis for management

purposes.

Inflation is calculated as the arithmetic average of the last 12

months for each country and, for the global businesses, as the

weighted average of the inflation rate of each country comprising

the global business, weighted by each country's operating

expenses in the global business. For the Group and the global

businesses, we exclude the impact of inflation in Argentina from

the calculation as cost growth in euros should already largely

reflect the effect of hyperinflation on exchange rates.

The table below shows the average inflation rates calculated as

indicated.

|  |  |
| --- | --- |
|  |  |
| Average inflation 2025 (%) |  |
|  | Average inflation  last 12 months |
| Retail & Commercial Banking A | 3.6 |
| Digital Consumer Bank  A | 2.5 |
| Corporate & Investment Banking A | 3.0 |
| Wealth Management & Insurance  A | 3.0 |
| PaymentsA | 3.2 |
|  |  |
| Spain | 2.7 |
| UK | 3.4 |
| Portugal | 2.3 |
| Poland | 3.6 |
| DCB Europe | 2.1 |
| US | 2.7 |
| Mexico | 3.8 |
| Brazil | 5.0 |
| Chile | 4.2 |
| Total Group A | 3.2 |

A. Excluding the impact of inflation in Argentina.

Annual report 2025509

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

7. Technological innovation: artificial

intelligence, cybersecurity and fintech

ecosystem

Technological innovation is one of the fundamental pillars

underpinning the Group’s strategy. In an environment of constant

disruption, technology, data and artificial intelligence (AI) are

essential to anticipate customer needs, drive operational efficiency

and generate new opportunities for sustainable growth. We

continue to evolve from a traditional banking model towards a

digital ecosystem, with the aim of becoming the best financial

services platform.

The adoption of AI, the rollout of a robust and efficient

technological infrastructure, the continuous strengthening of

cybersecurity and collaboration within the fintech ecosystem act as

key levers to enhance customer experience, promote operational

excellence and simplify the ecosystem, contributing to the creation

of sustainable long-term value.

This approach reinforces our commitment to innovation, technical

excellence and global collaboration, aligned with the highest

standards of security and compliance, to offer secure and

personalized experiences for both customers and Group

professionals.

During 2025, Santander took a decisive step with the creation of

the Global Data and Artificial Intelligence (Data & AI) function,

aimed at extracting maximum value from data and accelerating

transformation by using AI as a lever. It is a cross-cutting function

across all global businesses and countries, enabling us to scale

capabilities, strengthen collaboration and accelerate the impact of

innovation.

EUR 1,713 million was allocated during the year to digital

transformation activities demonstrating the Group's firm and

ongoing commitment to investment in technology and innovation.

For more information, see [note 18](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1069) to the consolidated annual

accounts.

7.1 Data and artificial intelligence

The global Data and AI function is structured around three pillars:

1. Transform customer experience and operations, by integrating

AI and advanced automation capabilities into key processes.

2. Improve decision-making with reliable data, based on

common standards of quality, traceability and governance.

3. Accelerate the business impact, driving the development of

analytical models and scalable solutions that generate tangible

and sustainable results.

To make this transformation possible, we continued to implement

data governance from its point of origin and throughout its entire

lifecycle, while progressing towards a unified data architecture.

This eliminates silos, facilitates the efficient and global

reutilization of data and enables the secure scaling of AI

capabilities across the organization.

The rollout of the Data & AI function is structured under a business-

led model: each initiative stems from a specific business need and

is supported by a global network of Data & AI leaders across

businesses and countries. We have a unique portfolio with more

than 1,000 initiatives, prioritizing projects with the greatest

impacts on efficiency, automation and customer experience

thereby focusing development on a limited set of global, reusable

and scalable capabilities.

This is carried out by multidisciplinary teams working under agile

methodology, combining business, data, advanced analytics,

technology, risk and compliance capabilities. Our approach ensures

that each solution is designed under criteria covering security,

responsibility and value-creation from the outset, while promoting

technical consistency and reusability across countries.

The Group internally develops strategic capabilities but also  works

with external partners when they provide speed or specialization,

always under strict governance and data protection standards,

within the framework of a secure and ethical global ecosystem.

Specifically, we develop solutions that incorporate machine

learning and advanced analytics techniques, which contribute

directly to revenue growth and improvements in operational

efficiency. Their application spans areas such as process

simplification, enhanced customer acquisition and retention, fraud

prevention, and the strengthening of the cards business

throughout its entire life cycle.

Governance, ethics and responsible use of

artificial intelligence

The governance of Data and AI within the Group is based on a

robust global model that ensures the security, proper lifecycle

management and ethical use of these technologies. This model is

included in the corporate data and AI framework, approved by the

board of directors, and is complemented by the AI management

Annual report 2025510

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

and governance policy, which regulates the full lifecycle of the

Group's AI use cases.

The governance framework ranges from data quality to model

control and supervision is based on a structure of three lines of

defence that ensures independent oversight proportionate to the

level of risk.

It also incorporates the principles of responsible AI, which guide

the design and delivery of all solutions: transparency, fairness and

reduction of biases, accountability, privacy and security, as well as

contributing to value creation which guide the design and

operation of solutions. As part of the Group’s firm commitment to

the responsible use of AI, we implemented mandatory training.

We apply these principles across common processes for

identifying, classifying, inventorying and controlling AI use cases,

which makes it possible to assess their potential impact and

establish appropriate controls at each stage. This approach ensures

a centralized view, comprehensive follow-up and regulatory

compliance across all Group units and countries.

Talent

Advances in the use of data and AI require the development of new

capabilities and a cultural shift. Therefore, the Group promotes a

global talent strategy that combines the strengthening of internal

capabilities, the attraction of specialized profiles and the

consolidation of a culture based on controlled experimentation,

rigorous analysis and the responsible use of technology.

In 2025, we completed the formation of the Data & AI team,

strengthening the second line of defence and the function’s

operating model with end-to-end execution capabilities. In

addition, we improved upskilling and reskilling programmes on AI,

data science and data governance and we integrated specialized

profiles in data engineering, advanced analytics and AI operations,

driving the execution of key initiatives.

Furthermore, a structured AI training programme was launched to

foster adoption and maximize the value derived from employees’

use of these tools.

Adoption of AI

In 2025, we significantly accelerated the adoption of AI among our

employees, driving improvements in productivity, operational

efficiency and service quality. Implementation was carried out

safely and progressively, prioritizing use cases with tangible

impacts and guaranteeing data protection and traceability of the

models at all times. The most important applications were the

following:

• AI Assistants: approximately 30,000 employees are using

advanced AI tools and over 7,000 active agents have improved

document writing, information analysis and automation of lower

value-added tasks.

• Intelligent automation: the Group has built more than 100

agents for processes automation and trained more than 800

engineers in automation tools, resulting in faster, more reliable

and scalable operations.

• Software lifecycle: more than 30 use cases (for example,

functional testing, documentation and code maintenance) have

been delivered, used by over 6,000 developers through coding

agents to reduce delivery times and improve software quality.

• Customer service: the Group is moving towards a new

generation of experiences based on conversational AI. The first

AI-based voice solutions are currently in the testing phase and

represent a significant leap from traditional systems, designed to

enable  faster and more efficient interactions.

Preparing for the future: next steps

Looking ahead to the next stages, the Group will accelerate its

comprehensive AI strategy to transform the financial services of

the future in a secure and responsible manner. The objective is to

scale capabilities, differentiate ourselves and capture value by

combining in-house development, strategic partnerships and

investment.

Research and experimentation capabilities will be strengthened by

intensifying the exploration of emerging technologies, the early

validation of use cases and the monitoring of global trends. In

addition, partnerships with leading technology companies will

continue to establish co-design and deploy high-impact solutions,

combining their scale with the Group’s business expertise, data

assets and regulatory experience.

The Group will expand collaboration with specialized startups and

will continue with its investment strategy, with more than 20 deals

completed to date, to accelerate capabilities, incorporate

differentiated innovation and reduce time-to-market.

In parallel, we will move forward with the creation of our own AI

Studio to develop, train and adapt models based on specific data

and needs, thereby strengthening technological autonomy and

personalization.

All of this will be underpinned by a global network of academic

partnerships to foster cutting-edge research, talent development

and the generation of advanced knowledge in AI and data. Through

this approach, we will consolidate the responsible adoption of AI

on the basis of evidence, impact and sustainable value creation.

7.2 Technological infrastructure

Santander has migrated more than 97% of its technological

infrastructure to the cloud, with the aim of boosting

standardization, maximizing scalability and strengthening service

availability. It has also accelerated the deployment of next-

generation infrastructure based on the on-premise private cloud,

supported by an architecture with greater capacity, resilience and

efficiency. All of this contributes to reducing energy consumption

and advancing the Group's sustainability goals achieving an

estimated reduction in its carbon footprint of 49.5 tonnes of CO₂.

The Group has a network of paired, high-quality data processing

centres (CPDs), interconnected through a redundant

communications system and distributed in strategic locations to

support and ensure the continuity of the Group's activity.

These centres combine traditional IT systems with on-premise

private cloud capabilities, enabling the integration of technological

management across business areas, accelerating digitalization and

achieving significant efficiencies through the standardization and

simplification of operations.

Annual report 2025511

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

7.3 Cybersecurity

Cybersecurity remains one of the Group’s priorities. During 2025,

we faced a dynamic and increasingly sophisticated threat

landscape, including more ransomware attacks, intensified

hacktivism and supply chain threats, together with the growing use

of social engineering and AI techniques by attackers.

To face these challenges, Santander has continued to evolve its

defences in line with the cybersecurity strategy, centred on three

pillars:

• Shift-left. The principles of security by design were

strengthened, incorporating risk management and the definition

of security architectures from the early stages of each initiative.

Among the most important advances were: i) the strengthening

of controls related to critical environments and identification of

people who interact with our banks' systems; ii) the

strengthening of security controls to mitigate risks associated

with supply chains; and iii) the consolidation of the Cyber Pro

culture, that reinforces employee training, with special attention

to groups with the greatest exposure to risk.

• Increased cyberdefence. Santander continued to harness the

potential of AI and automation to strengthen threat prevention,

detection and response. We implemented new solutions that

improved threat detection and response times. Likewise, we

significantly increased the early detection of online scams and

fraud by analysing user behaviour in real time, enabling us to

distinguish legitimate from fraudulent activities.

• Operational resilience. The Group strengthened its capacity to

anticipate, resist and recover from potential cyber scenarios,

strengthening response preparedness and continuity of essential

services. Among the main improvements are the global

expansion of the Cyber Emergency Response Team, which is

permanently operational and the expansion of resilience and

recovery tests in line with the DORA Regulation.

The Santander Fusion Centre, which integrates the Cybersecurity

and IT Monitoring teams, performs detection, monitoring and

response functions to operational failures and cybersecurity

events for Group entities.

Information systems are reviewed regularly through internal and

external audits. The Group identifies IT assets, systems and

information (including those managed by third parties) and

periodically assesses the associated risks and protection levels.

Additionally, it has a permanent testing ecosystem, including

(vulnerability analysis, penetration testing, red teaming exercises

and cyberattack simulations) which enable potential weaknesses

to be identified and proactively mitigated, prioritizing remediation

according to criticality and potential impacts on the business.

Independent entities review and certify critical cybersecurity

processes. Certifications include ISO 27001:2022 and ISO 27017,

SSAE 18 and Payment Card Industry Data Security Standard (PCI

DSS) 4.0, which are reviewed and updated regularly, incorporating

new processes and controls every year.

For more information on cybersecurity initiatives carried out during

the year, see section [3.3.3 'Privacy, data protection and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_196)

[cybersecurity'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_196) in the [‘Sustainability statement'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) chapter. For the

measurement, monitoring and control of cybersecurity-related

risks and their mitigation plans, see [5.2 'Operational risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_868)

[management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_868) in the ['Risk management and compliance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) chapter.

#### 7.4 Fintech ecosystem

Santander actively participates in the fintech ecosystem across all

global businesses and countries in which it operates, and with all

the global units.

As part of our efforts to foster and channel innovation while

improving customer experience and efficiency, we partner with

technology companies.

Through our Fintech Station programme, we work with startups

and scale-ups in pilot programmes and implement or co-create

new products and services with them.

In 2025, Santander Fintech Station worked on eight proofs of

concept (PoC) and also collaborated on the implementation of six

production initiatives. The Group also provided banking services to

these fintech companies, such as advice on financing rounds,

buying and selling processes and IPOs.

We are an active investor in the fintech sector, sometimes directly,

through our programme focused on investments in startups with

high strategic value for the Group or through funds promoted by

the Group, such as Mouro Capital, a global venture capital fund

that invests in fintechs, and has already launched a second fund. To

date, the programme focused on investments in strategically

valuable startups has invested directly in more than 20 companies

globally, and Mouro has a portfolio of more than 40 investments in

technology companies across Europe, North America and South

America.

These investments, together with commercial collaboration with

participating companies, continue to be a key tool for driving

innovation within the Group. Santander works with companies in

these portfolios, for example with Colektia, an AI solution for

automated recovery services in Latin America; Elliptic, in blockchain

analytics and regulatory compliance for digital assets; and Drive

Revel, to provide a flexible, digital vehicle leasing offering in Spain.

In addition, the Group invests in the field of cybersecurity through

Forgepoint Capital International, a venture capital manager that is

raising its first fund outside the US and which, with the Group’s

support, has already made six investments.

Annual report 2025512

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8. Significant events since year end

• On 9 January 2026, Banco Santander and Erste Group Bank AG

(Erste) announced the completion of the sale of Santander Bank

Polska (Santander Poland), following the receipt of all required

regulatory approvals and fulfilling the conditions for closing. This

sale had been disclosed in May 2025.

Erste acquired approximately 49% of the share capital of

Santander Poland and 50% of the asset management company

(TFI) which was not integrated within Santander Poland, for a

total cash consideration of approximately EUR 7 billion. The all-

cash transaction at 584 zlotys per share values the bank at 2.2

times first-quarter 2025 tangible book value per share and

represents a premium of 7.5% versus Santander Poland's closing

price on 2 May 2025, excluding the dividend paid in May 2025.

The transaction resulted in a net capital gain of approximately

EUR 1.9 billion for Santander, increasing its CET1 ratio by c.95

basis points, equivalent to around EUR 6 billion. The financial

impacts on both results and capital from this transaction will be

recorded in Q1 2026.

• On 3 February 2026, a EUR 5 billion share buyback was approved

for which regulatory approvals have been received, comprising

approximately EUR 1.8 billion against H2 2025 results, as well as

approximately EUR 3.2 billion linked to excess capital from the

sale of 49% of Santander Poland. This share buyback programme

commenced on 4 February 2026.

• On 3 February 2026, Santander also announced that it had

reached an agreement to acquire 100% of Webster Financial

Corporation’s (Webster) share capital, a US retail and commercial

bank, complementary to our US business. The transaction is

subject to customary closing conditions, including the

corresponding regulatory approvals and approvals by Webster's

and Santander's shareholders. Once completed, we expect that

this acquisition, valued at USD 12.2 billion (approximately EUR

10.3 billion), will enable us to improve our positioning and

market share in the country.

• Webster shareholders will receive USD 48.75 per Webster share

in cash (approximately 65% of the consideration mix) and 2.0548

Santander shares in the form of American Depositary Shares per

Webster share, representing USD 26.25 per Webster share based

on the volume-weighted average price of EUR 10.79 per

Santander share for the three-day period ended on 2 February

2026, and a EUR/USD exchange ratio of 1.1840 as of 2 February

2026 (approximately 35% of the consideration mix).

Annual report 2025513

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9. New reporting structure from 1 January

2026

#### 9.1 Changes in reporting from 2026

#### Introduction

In addition to what has already been set out in the previous

sections of this chapter of the Annual report, on 10 February 2026

the Group announced that it will implement a series of changes to

its reporting structure. They do not change the Group’s attributable

profit nor do they affect the Group's targets announced in the Q4

2025 results presentation but rather, they are intended to improve

the transparency and comparability of the metrics and financial

statements, as well as to align the reporting with the way the bank

has been managed since the beginning of 2026.

These changes, which affect the underlying income statements

and certain management metrics, will be applied to the

information reported from Q1 2026.

This section explains these changes and includes the financial and

management information for 2024 and 2025 in accordance with

said changes to enable comparisons across periods.

These changes do not affect Group’s consolidated balance sheet.

For further information about the Group's balance sheet, see

section [4.3. 'Balance sheet'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_679) of this chapter.

#### Main changes

The main changes are as follows:

a. Poland disposal

In the underlying income statement, the results associated with

the business subject to the Poland disposal will be recorded in a

single line item under 'non-recurring items'. Consequently, the

global businesses, which, in accordance with IFRS 8, are reported

only on an underlying basis, will also exclude Poland.

Likewise, the underlying ratios, management metrics and business

volumes will not include the activity affected by the Poland

disposal.

b. Classification of certain costs

Certain charges that, until 2025, were recorded under the 'other

results and provisions' line item will be presented in different lines

of the underlying income statement.

Particularly, charges mainly relating to bank levies and specific

taxes applicable to the banking sector, will now be recorded under

'other operating income'.

In addition, certain recurring operating charges, primarily related to

labour (mainly in Brazil) and legal processes, will be recorded in

'total costs' (comprising 'administrative expenses and

amortizations' and 'other operating costs').

c.

#### Reporting of the Cards business within Retail &

#### Commercial Banking (Retail)

Given that our payments platform strategy is now largely

established, we are positioning Payments, renamed Payment

Solutions, as the Group’s payments platform business.

In this context, from 1 January 2026, the income statement and

balance sheet items relating to the Cards business will be

reclassified to Retail (previously recorded in Payments), to better

align reporting with the management structure in these businesses

in 2026.

Plard, the Group’s card processing platform, will remain in

Payment Solutions and will charge market-based fees to the global

businesses for card processing.

d. Cost of risk, NPL ratio and NPL coverage ratio

The definitions of the cost of risk, the non-performing loan (NPL)

ratio and the NPL coverage ratio will be enhanced to include

corporate exposures originated through private fixed income

products. This adjustment provides a more accurate view of our

credit exposure and quality.

e. RoTE Spain

The Santander Spain secondary segment does not have its own

accounting tangible equity since it is booked under Banco

Santander, S.A. with other units such as the Corporate Centre. For

this reason, a theoretical tangible equity is allocated to the

segment.

The methodology for allocating such tangible equity to Spain will

be updated to increase accuracy, taking into account: i) the amount

required to reach a 13% CET1 ratio; and ii) the allocation of

deductions and other capital adjustments (add-ons).

f. Other changes within the primary segments

In addition to the change in the Payments business described in

section c, two minor adjustments will be introduced to the primary

segments: i) the Digital Consumer Bank (Consumer) business will

be renamed Openbank; and ii) Wealth Management & Insurance

will be reorganized into two business lines: Private Banking, which

comprises the corporate private banking unit and International

Annual report 2025514

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Private Banking in the US, Switzerland and the UAE; and Insurance

& Asset Management Solutions, which will bring together the

insurance business and liquid and illiquid asset management

activities, and will include the investment platforms and holdings

that complement the traditional Wealth business. These changes

will not impact figures at the Group or primary segment levels.

#### Description of segments for 2026

Taking into account all of the changes detailed above, from 2026

the primary and secondary segments will be structured as follows:

#### Primary segments

This primary level of segmentation, will comprise six reportable

segments: five global businesses plus the Corporate Centre.

Retail & Commercial Banking (Retail): area that integrates the

retail banking and commercial banking businesses (individuals,

SMEs and corporates), except private banking clients and business

originated in the consumer finance businesses. Detailed financial

information will be provided on Spain (Retail Spain), the UK (Retail

UK), Mexico (Retail Mexico) and Brazil (Retail Brazil), which

represent most of the total Retail business.

Openbank, formerly Digital Consumer Bank (Consumer):

comprises all business originated by consumer finance companies,

plus our digital bank (formerly Openbank), Open Digital Services

(ODS) and SBNA Consumer. Detailed financial information will be

provided on Europe (Openbank Europe) and the US (Openbank US).

Corporate & Investment Banking (CIB): this business, which

includes Global Transaction Banking, Global Banking (Global Debt

Financing and Corporate Finance) and Global Markets, offers

products and services on a global scale to corporate and

institutional customers, and collaborates with other global

businesses to better serve our broad customer base.

Wealth Management & Insurance (Wealth): will comprise two

business lines: i) Private Banking, which includes the corporate

private banking unit and International Private Banking in the US,

Switzerland and the UAE; and ii) Insurance & Asset Management

Solutions, which will bring together the insurance business and

liquid and illiquid asset management activities and will include the

investment platforms and holdings that complement the

traditional Wealth business.

Payment Solutions: will bring together the Group’s digital

payment solutions, providing global technological solutions to

Group entities and new customers in the open market. It will

comprise Getnet, Getnet Platforms and Ebury.

Corporate Centre: includes the centralized activities relating to

equity stakes in financial companies, financial management of the

structural exchange rate position, assumed within the sphere of

the Group’s asset and liability committee, as well as management

of liquidity and of shareholders’ equity via issuances.

As the Group’s holding entity, this area manages all capital and

reserves and allocations of capital and liquidity with the other

businesses. It also incorporates goodwill impairments but not the

costs related to the Group’s central services (charged to the areas),

except for corporate and institutional expenses related to the

Group’s functioning.

#### Secondary segments

This secondary level includes our main geographical units and the

Corporate Centre, as described in the primary segments.

Detailed financial information will be provided on Spain, the UK,

Portugal, Openbank Europe (previously referred to as DCB

Europe), which includes all consumer business, our digital bank in

Europe and ODS, the US, Mexico, Brazil, Chile and Argentina.

Information is also provided for the 'Rest of the Group', the

grouping which brings together everything that is not included in

the aforementioned geographical units or the Corporate Centre.

Annual report 2025515

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|  | As explained in section '[a. Poland disposal](#i2a4e490f3b0a4ed7bd8df16a0e874de2_71317)' and unless otherwise stated, the following underlying income statements, underlying  ratios, management metrics and business volumes exclude balances related to the Poland disposal in all periods presented. |  |
|  |  |  |

#### Group

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Condensed underlying income statement | | | | | |
| EUR million |  |  |  |  |  |
|  |  | Change | | |
| 2025 | 2024 | Absolute | % | % excl. FX |
| Net interest income | 42,401 | 43,824 | (1,423) | (3.2) | 0.5 |
| Net fee income | 12,928 | 12,335 | 593 | 4.8 | 9.1 |
| Gains (losses) on financial transactions and exchange differences | 2,354 | 2,216 | 138 | 6.2 | 9.7 |
| Other operating income | 625 | (391) | 1,016 | — | — |
| Total income | 58,308 | 57,984 | 324 | 0.6 | 4.5 |
| Total costs | (26,410) | (27,354) | 944 | (3.5) | 0.0 |
| Net operating income | 31,898 | 30,630 | 1,268 | 4.1 | 8.6 |
| Net loan-loss provisions | (12,128) | (11,822) | (306) | 2.6 | 8.1 |
| Other gains (losses) and provisions | (834) | (1,431) | 597 | (41.7) | (41.3) |
| Profit before tax | 18,936 | 17,377 | 1,559 | 9.0 | 13.2 |
| Tax on profit | (4,939) | (4,853) | (86) | 1.8 | 5.3 |
| Profit from continuing operations | 13,997 | 12,524 | 1,473 | 11.8 | 16.2 |
| Net profit from discontinued operations | — | — | — | — | — |
| Consolidated profit | 13,997 | 12,524 | 1,473 | 11.8 | 16.2 |
| Non-controlling interests | (845) | (750) | (95) | 12.7 | 17.7 |
| Underlying profit attributable to the parent A | 13,152 | 11,774 | 1,378 | 11.7 | 16.1 |
| Non-recurring items | 949 | 800 | 149 | 18.6 | 18.6 |
| Profit attributable to the parent | 14,101 | 12,574 | 1,527 | 12.1 | 16.3 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Underlying EPS, profitability and efficiency B (%) | 2025 | 2024 | %  2025 vs. 2024 |
| Underlying earnings per share (euro) | 0.84 | 0.72 | 16.9 |
| Underlying RoE | 13.0 | 12.2 |  |
| Underlying RoTE (post-AT1) | 15.2 | 14.4 |  |
| Underlying RoA | 0.79 | 0.72 |  |
| Underlying RoRWA | 2.31 | 2.07 |  |
| Efficiency ratio | 45.3 | 47.2 |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Credit quality (%) B | Dec-25 | Dec-24 |
| Cost of risk C | 1.14 | 1.12 |
| NPL ratio | 2.91 | 3.03 |
| NPL coverage ratio | 66 | 64 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Operating data | Dec-25 | Dec-24 | % Dec-25 vs. Dec-24 |
| Number of employees | 187,539 | 196,088 | (4.4) |
| Number of branches | 6,765 | 7,718 | (12.3) |

Note: Including Poland, as at 31 December 2025, number of employees: 198,403; number of branches: 7,124. As at 31 December 2024, number of employees: 206,753;

number of branches: 8,086.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Customers (thousands) | Dec-25 | Dec-24 | % Dec-25 vs. Dec-24 |
| Total customers | 174,197 | 166,559 | 4.6 |
| Active customers D | 101,651 | 98,631 | 3.1 |
| Digital customers E | 59,040 | 55,553 | 6.3 |

Note: Including Poland, as at 31 December 2025, total customers: 180,221; active customers: 106,410; digital customers: 62,982. As at 31 December 2024, total customers:

172,537; active customers: 103,262; digital customers: 59,317.

A. Excluding non-recurring items.

B. In addition to IFRS measures, we present non-IFRS measures including some which we refer to as underlying measures. These non-IFRS measures exclude items outside the

ordinary course of business and reclassify certain items under some headings of the underlying income statement.

C. Allowances for loan-loss provisions over the last 12 months / Average loans and advances to customers over the last 12 months and debt securities issued by non-financial

institutions over the last 12 months.

D. Those customers who comply with the minimum balance and/or transactionality requirements as defined according to the business area.

E. Every physical or legal person, that, being part of a commercial bank, has logged in to its personal area of internet banking or mobile phone or both in the last 30 days.

Annual report 2025516

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Business volumes

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Loans and advances to customers | | | | |
| EUR million | | | | |
|  |  |  | Change | |
|  | Dec-25 | Dec-24 | Absolute | % |
| Commercial bills | 51,110 | 51,429 | (319) | (0.6) |
| Secured loans | 530,749 | 538,218 | (7,469) | (1.4) |
| Other term loans | 295,998 | 284,136 | 11,862 | 4.2 |
| Finance leases | 38,540 | 37,643 | 897 | 2.4 |
| Receivable on demand | 10,313 | 10,737 | (424) | (3.9) |
| Credit cards receivable | 26,179 | 24,563 | 1,616 | 6.6 |
| Impaired assets | 31,577 | 32,235 | (658) | (2.0) |
| Gross loans and advances to customers (excluding reverse repos) | 984,466 | 978,961 | 5,505 | 0.6 |
| Reverse repurchase agreements | 73,980 | 59,344 | 14,636 | 24.7 |
| Gross loans and advances to customers | 1,058,446 | 1,038,305 | 20,141 | 1.9 |
| Loan-loss allowances | 21,158 | 21,145 | 13 | 0.1 |
| Net loans and advances to customers | 1,037,288 | 1,017,160 | 20,128 | 2.0 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Total customer funds | | | | |
| EUR million | | | | |
|  |  |  | Change | |
|  | Dec-25 | Dec-24 | Absolute | % |
| Demand deposits | 646,125 | 641,237 | 4,888 | 0.8 |
| Time deposits | 298,284 | 286,296 | 11,988 | 4.2 |
| Mutual funds | 255,389 | 227,226 | 28,163 | 12.4 |
| Customer funds | 1,199,798 | 1,154,759 | 45,039 | 3.9 |
| Pension funds | 16,112 | 15,646 | 466 | 3.0 |
| Managed portfolios | 50,459 | 42,969 | 7,490 | 17.4 |
| Repurchase agreements | 96,791 | 78,072 | 18,719 | 24.0 |
| Total funds | 1,363,160 | 1,291,446 | 71,714 | 5.6 |

Annual report 2025517

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Primary segments

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| RETAIL & COMMERCIAL BANKING |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 26,528 | 27,854 | (4.8) | (0.7) |
| Net fee income | 6,222 | 6,022 | 3.3 | 8.6 |
| Gains (losses) on financial transactions ᴬ | 680 | 805 | (15.5) | (13.7) |
| Other operating income | (983) | (1,617) | (39.2) | (38.1) |
| Total income | 32,447 | 33,064 | (1.9) | 2.5 |
| Total costs | (13,913) | (14,704) | (5.4) | (1.3) |
| Net operating income | 18,534 | 18,359 | 1.0 | 5.5 |
| Net loan-loss provisions | (7,150) | (7,064) | 1.2 | 8.0 |
| Other gains (losses) and provisions | (385) | (545) | (29.3) | (28.8) |
| Profit before tax | 10,998 | 10,750 | 2.3 | 5.8 |
| Tax on profit | (2,974) | (3,132) | (5.0) | (2.0) |
| Profit from continuing operations | 8,024 | 7,619 | 5.3 | 9.0 |
| Net profit from discontinued operations | — | — | — | — |
| Consolidated profit | 8,024 | 7,619 | 5.3 | 9.0 |
| Non-controlling interests | (314) | (273) | 14.9 | 22.4 |
| Underlying profit attributable to the parent | 7,710 | 7,345 | 5.0 | 8.5 |
|  |  |  |  |  |
| Business volumes |  |  |  |  |
| Gross loans and advances to customers ᴮ | 591,287 | 600,230 | (1.5) | 1.1 |
| Customer funds | 726,779 | 706,505 | 2.9 | 4.8 |
| Customer deposits  C | 616,402 | 607,094 | 1.5 | 3.7 |
| Mutual funds | 110,377 | 99,411 | 11.0 | 11.5 |
| Risk-weighted assets | 290,080 | 285,525 | 1.6 |  |
|  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |
| RoTE (post-AT1) | 17.1 | 17.6 | (0.6) |  |
| Efficiency ratio | 42.9 | 44.5 | (1.6) |  |
| NPL ratio | 3.09 | 3.21 | (0.12) |  |
| NPL coverage ratio | 66 | 63 | 3 |  |
| Number of employees | 126,299 | 135,901 | (7.1) |  |
| Number of total customers (thousands) | 147,129 | 141,179 | 4.2 |  |
| Number of active customers (thousands) | 76,305 | 74,465 | 2.5 |  |
|  |  |  |  |  |
| A.  Includes exchange differences. |  |  |  |  |
| B.  Excluding reverse repos. |  |  |  |  |
| C.  Excluding repos. |  |  |  |  |

Annual report 2025518

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Retail Spain |  |  |  |
| EUR million |  |  |  |
| Underlying income statement | 2025 | 2024 | % |
| Net interest income | 5,877 | 5,930 | (0.9) |
| Net fee income | 1,223 | 1,199 | 2.0 |
| Total income | 7,143 | 6,915 | 3.3 |
| Total costs | (2,605) | (2,606) | (0.1) |
| Net operating income | 4,538 | 4,309 | 5.3 |
| Net loan-loss provisions | (1,036) | (1,121) | (7.6) |
| Profit before tax | 3,316 | 2,824 | 17.4 |
|  |  |  |  |
| Business volumes |  |  |  |
| Gross loans and advances to customers ᴬ | 156,497 | 156,118 | 0.2 |
| Customer funds | 281,486 | 266,230 | 5.7 |
| Customer deposits ᴮ | 230,850 | 222,089 | 3.9 |
| Mutual funds | 50,636 | 44,141 | 14.7 |
|  |  |  |  |
| A.  Excluding reverse repos. |  |  |  |
| B.  Excluding repos. |  |  |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Retail UK |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 4,846 | 4,760 | 1.8 | 3.0 |
| Net fee income | 313 | 233 | 34.4 | 36.1 |
| Total income | 4,812 | 4,766 | 1.0 | 2.2 |
| Total costs | (2,853) | (2,965) | (3.8) | (2.6) |
| Net operating income | 1,959 | 1,801 | 8.8 | 10.1 |
| Net loan-loss provisions | (177) | (64) | 177.3 | 180.7 |
| Profit before tax | 1,658 | 1,633 | 1.5 | 2.7 |
|  |  |  |  |  |
| Business volumes |  |  |  |  |
| Gross loans and advances to customers ᴬ | 225,043 | 233,033 | (3.4) | 1.6 |
| Customer funds | 215,472 | 217,765 | (1.1) | 4.1 |
| Customer deposits ᴮ | 209,427 | 211,720 | (1.1) | 4.1 |
| Mutual funds | 6,046 | 6,045 | 0.0 | 5.3 |
|  |  |  |  |  |
| A.  Excluding reverse repos. |  |  |  |  |
| B.  Excluding repos. |  |  |  |  |

Annual report 2025519

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Retail Mexico |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 3,901 | 3,974 | (1.8) | 7.8 |
| Net fee income | 929 | 910 | 2.1 | 12.1 |
| Total income | 4,820 | 4,861 | (0.8) | 8.9 |
| Total costs | (2,055) | (2,114) | (2.8) | 6.8 |
| Net operating income | 2,765 | 2,746 | 0.7 | 10.6 |
| Net loan-loss provisions | (1,136) | (1,222) | (7.0) | 2.1 |
| Profit before tax | 1,628 | 1,524 | 6.9 | 17.4 |
|  |  |  |  |  |
| Business volumes |  |  |  |  |
| Gross loans and advances to customers ᴬ | 37,284 | 35,721 | 4.4 | 2.3 |
| Customer funds | 54,278 | 48,220 | 12.6 | 10.3 |
| Customer deposits ᴮ | 38,864 | 35,245 | 10.3 | 8.1 |
| Mutual funds | 15,414 | 12,975 | 18.8 | 16.4 |
|  |  |  |  |  |
| A.  Excluding reverse repos. |  |  |  |  |
| B.  Excluding repos. |  |  |  |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Retail Brazil |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 7,190 | 7,811 | (7.9) | (0.1) |
| Net fee income | 2,188 | 2,327 | (6.0) | 2.0 |
| Total income | 9,172 | 9,992 | (8.2) | (0.4) |
| Total costs | (3,936) | (4,159) | (5.4) | 2.7 |
| Net operating income | 5,237 | 5,833 | (10.2) | (2.6) |
| Net loan-loss provisions | (3,762) | (3,857) | (2.5) | 5.8 |
| Profit before tax | 1,464 | 1,975 | (25.9) | (19.6) |
|  |  |  |  |  |
| Business volumes |  |  |  |  |
| Gross loans and advances to customers ᴬ | 65,589 | 66,406 | (1.2) | (0.8) |
| Customer funds | 80,749 | 72,993 | 10.6 | 11.1 |
| Customer deposits ᴮ | 58,241 | 53,865 | 8.1 | 8.6 |
| Mutual funds | 22,508 | 19,128 | 17.7 | 18.2 |
|  |  |  |  |  |
| A.  Excluding reverse repos. |  |  |  |  |
| B.  Excluding repos. |  |  |  |  |

Annual report 2025520

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| OPENBANK |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 11,036 | 10,777 | 2.4 | 5.4 |
| Net fee income | 1,479 | 1,508 | (2.0) | 0.4 |
| Gains (losses) on financial transactions ᴬ | (11) | (4) | 168.4 | 126.4 |
| Other operating income | 511 | 596 | (14.2) | (12.0) |
| Total income | 13,015 | 12,877 | 1.1 | 3.9 |
| Total costs | (5,680) | (5,576) | 1.9 | 4.2 |
| Net operating income | 7,335 | 7,302 | 0.5 | 3.7 |
| Net loan-loss provisions | (4,457) | (4,562) | (2.3) | 1.4 |
| Other gains (losses) and provisions | (312) | (512) | (39.0) | (38.2) |
| Profit before tax | 2,566 | 2,228 | 15.2 | 18.2 |
| Tax on profit | (489) | (294) | 66.2 | 69.4 |
| Profit from continuing operations | 2,077 | 1,934 | 7.4 | 10.4 |
| Net profit from discontinued operations | — | — | — | — |
| Consolidated profit | 2,077 | 1,934 | 7.4 | 10.4 |
| Non-controlling interests | (336) | (275) | 22.1 | 23.5 |
| Underlying profit attributable to the parent | 1,741 | 1,659 | 4.9 | 8.2 |
|  |  |  |  |  |
| Business volumes |  |  |  |  |
| Gross loans and advances to customers ᴮ | 211,894 | 215,164 | (1.5) | 1.9 |
| Customer funds | 138,999 | 137,122 | 1.4 | 6.0 |
| Customer deposits  C | 129,909 | 128,933 | 0.8 | 5.3 |
| Mutual funds | 9,089 | 8,189 | 11.0 | 17.1 |
| Risk-weighted assets | 155,664 | 151,102 | 3.0 |  |
|  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |
| RoTE (post-AT1) | 8.5 | 8.8 | (0.3) |  |
| Efficiency ratio | 43.6 | 43.3 | 0.3 |  |
| NPL ratio | 5.32 | 5.07 | 0.24 |  |
| NPL coverage ratio | 71 | 74 | (2) |  |
| Number of employees | 30,751 | 29,903 | 2.8 |  |
| Number of total customers (thousands) | 26,709 | 25,041 | 6.7 |  |
|  |  |  |  |  |
| A.  Includes exchange differences. |  |  |  |  |
| B.  Excluding reverse repos. |  |  |  |  |
| C.  Excluding repos. |  |  |  |  |

Annual report 2025521

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Openbank Europe |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 4,685 | 4,361 | 7.4 | 7.5 |
| Net fee income | 804 | 902 | (10.9) | (10.8) |
| Total income | 5,925 | 5,644 | 5.0 | 5.1 |
| Total costs | (2,899) | (2,848) | 1.8 | 1.8 |
| Net operating income | 3,026 | 2,796 | 8.2 | 8.4 |
| Net loan-loss provisions | (1,363) | (1,209) | 12.7 | 12.9 |
| Profit before tax | 1,398 | 1,131 | 23.6 | 23.4 |
|  |  |  |  |  |
| Business volumes |  |  |  |  |
| Gross loans and advances to customers ᴬ | 142,477 | 139,927 | 1.8 | 2.3 |
| Customer funds | 87,559 | 85,876 | 2.0 | 2.0 |
| Customer deposits ᴮ | 82,359 | 81,376 | 1.2 | 1.3 |
| Mutual funds | 5,200 | 4,500 | 15.6 | 15.6 |
|  |  |  |  |  |
| A.  Excluding reverse repos. |  |  |  |  |
| B.  Excluding repos. |  |  |  |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Openbank US |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 4,581 | 4,651 | (1.5) | 2.8 |
| Net fee income | 339 | 303 | 11.8 | 16.6 |
| Total income | 5,072 | 5,297 | (4.2) | (0.1) |
| Total costs | (2,188) | (2,225) | (1.7) | 2.6 |
| Net operating income | 2,884 | 3,072 | (6.1) | (2.0) |
| Net loan-loss provisions | (2,140) | (2,466) | (13.2) | (9.5) |
| Profit before tax | 699 | 551 | 26.9 | 32.4 |
|  |  |  |  |  |
| Business volumes |  |  |  |  |
| Gross loans and advances to customers ᴬ | 47,402 | 56,266 | (15.8) | (4.7) |
| Customer funds | 50,333 | 51,230 | (1.8) | 11.2 |
| Customer deposits ᴮ | 46,444 | 47,541 | (2.3) | 10.5 |
| Mutual funds | 3,889 | 3,689 | 5.4 | 19.3 |
|  |  |  |  |  |
| A.  Excluding reverse repos. |  |  |  |  |
| B.  Excluding repos. |  |  |  |  |

Annual report 2025522

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CORPORATE & INVESTMENT BANKING |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 3,824 | 3,779 | 1.2 | 5.7 |
| Net fee income | 2,552 | 2,415 | 5.7 | 8.8 |
| Gains (losses) on financial transactions ᴬ | 1,281 | 1,568 | (18.3) | (15.9) |
| Other operating income | 359 | 136 | 164.5 | 159.1 |
| Total income | 8,016 | 7,897 | 1.5 | 5.2 |
| Total costs | (3,752) | (3,922) | (4.3) | (1.3) |
| Net operating income | 4,264 | 3,975 | 7.3 | 11.5 |
| Net loan-loss provisions | (278) | (141) | 96.5 | 97.9 |
| Other gains (losses) and provisions | (37) | (19) | 98.1 | 99.3 |
| Profit before tax | 3,949 | 3,815 | 3.5 | 7.8 |
| Tax on profit | (1,114) | (1,023) | 8.9 | 13.6 |
| Profit from continuing operations | 2,835 | 2,792 | 1.5 | 5.6 |
| Net profit from discontinued operations | — | — | — | — |
| Consolidated profit | 2,835 | 2,792 | 1.5 | 5.6 |
| Non-controlling interests | (127) | (153) | (17.2) | (11.6) |
| Underlying profit attributable to the parent | 2,708 | 2,639 | 2.6 | 6.6 |
|  |  |  |  |  |
| Business volumes |  |  |  |  |
| Gross loans and advances to customers ᴮ | 146,065 | 130,840 | 11.6 | 15.8 |
| Customer funds | 149,731 | 147,492 | 1.5 | 4.0 |
| Customer deposits  C | 137,267 | 133,433 | 2.9 | 5.6 |
| Mutual funds | 12,464 | 14,059 | (11.3) | (10.8) |
| Risk-weighted assets | 103,485 | 117,010 | (11.6) |  |
|  |  |  |  |  |
| Ratios (%), and operating means |  |  |  |  |
| RoTE (post-AT1) | 17.8 | 16.3 | 1.6 |  |
| Efficiency ratio | 46.8 | 49.7 | (2.9) |  |
| NPL ratio | 0.72 | 0.86 | (0.14) |  |
| NPL coverage ratio | 47 | 39 | 8 |  |
| Number of employees | 13,266 | 12,652 | 4.9 |  |
|  |  |  |  |  |
| A.  Includes exchange differences. |  |  |  |  |
| B.  Excluding reverse repos. |  |  |  |  |
| C.  Excluding repos. |  |  |  |  |

Annual report 2025523

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| WEALTH MANAGEMENT & INSURANCE |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 1,335 | 1,591 | (16.0) | (14.2) |
| Net fee income | 1,642 | 1,442 | 13.8 | 17.0 |
| Gains (losses) on financial transactions ᴬ | 512 | 256 | 100.2 | 105.2 |
| Other operating income | 552 | 298 | 85.4 | 98.7 |
| Total income | 4,042 | 3,587 | 12.7 | 15.9 |
| Total costs | (1,444) | (1,403) | 2.9 | 6.0 |
| Net operating income | 2,598 | 2,183 | 19.0 | 22.2 |
| Net loan-loss provisions | (20) | (42) | (51.4) | (51.2) |
| Other gains (losses) and provisions | (14) | (8) | 66.6 | 67.9 |
| Profit before tax | 2,564 | 2,134 | 20.2 | 23.5 |
| Tax on profit | (532) | (509) | 4.4 | 6.5 |
| Profit from continuing operations | 2,032 | 1,624 | 25.1 | 28.9 |
| Net profit from discontinued operations | — | — | — | — |
| Consolidated profit | 2,032 | 1,624 | 25.1 | 28.9 |
| Non-controlling interests | (50) | (40) | 23.5 | 31.5 |
| Underlying profit attributable to the parent | 1,983 | 1,584 | 25.2 | 28.9 |
|  |  |  |  |  |
| Business volumes |  |  |  |  |
| Gross loans and advances to customers ᴮ | 26,680 | 24,643 | 8.3 | 13.2 |
| Customer funds | 181,509 | 161,304 | 12.5 | 15.0 |
| Customer deposits  C | 58,051 | 55,736 | 4.2 | 7.1 |
| Mutual funds | 123,458 | 105,568 | 16.9 | 19.1 |
| Risk-weighted assets | 18,447 | 11,709 | 57.6 |  |
| Assets under management | 540,585 | 483,695 | 11.8 | 13.6 |
| Gross written premiums | 10,632 | 10,752 | (1.1) | 4.5 |
|  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |
| RoTE (post-AT1) | 61.5 | 68.2 | (6.7) |  |
| Efficiency ratio | 35.7 | 39.1 | (3.4) |  |
| NPL ratio | 0.86 | 0.98 | (0.12) |  |
| NPL coverage ratio | 71 | 68 | 4 |  |
| Number of employees | 7,263 | 7,425 | (2.2) |  |
| Number of Private Banking customers (thousands) | 297 | 283 | 5.0 |  |
|  |  |  |  |  |
| A.  Includes exchange differences. |  |  |  |  |
| B.  Excluding reverse repos. |  |  |  |  |
| C.  Excluding repos. |  |  |  |  |

Annual report 2025524

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| PAYMENT SOLUTIONS |  |  |  |  |
| EUR million |  |  |  |  |
| Underlying income statement | 2025 | 2024 | % | % excl. FX |
| Net interest income | 167 | 132 | 27.0 | 35.7 |
| Net fee income | 1,059 | 958 | 10.5 | 16.4 |
| Gains (losses) on financial transactions ᴬ | (24) | 0 | — | — |
| Other operating income | 171 | 150 | 14.3 | 14.9 |
| Total income | 1,373 | 1,240 | 10.8 | 16.2 |
| Total costs | (1,203) | (1,209) | (0.5) | 2.4 |
| Net operating income | 170 | 31 | 451.7 | — |
| Net loan-loss provisions | (24) | (16) | 48.5 | 55.1 |
| Other gains (losses) and provisions | (12) | (247) | (95.2) | (95.2) |
| Profit before tax | 134 | (233) | — | — |
| Tax on profit | (19) | (57) | (65.9) | (60.1) |
| Profit from continuing operations | 115 | (290) | — | — |
| Net profit from discontinued operations | — | — | — | — |
| Consolidated profit | 115 | (290) | — | — |
| Non-controlling interests | (19) | (9) | 101.1 | 120.7 |
| Underlying profit attributable to the parent | 96 | (299) | — | — |
|  |  |  |  |  |
| Business volumes |  |  |  |  |
| Gross loans and advances to customers ᴮ | 1,002 | 1,087 | (7.8) | (7.9) |
| Customer funds | 1,392 | 1,038 | 34.2 | 34.2 |
| Customer deposits  C | 1,392 | 1,038 | 34.2 | 34.2 |
| Mutual funds | — | — | — | — |
| Risk-weighted assets | 4,421 | 4,898 | (9.7) |  |
|  |  |  |  |  |
| Ratios (%) and operating means |  |  |  |  |
| EBITDA margin | 34.5 | 27.5 | 7.0 |  |
| NPL ratio | 87.6 | 97.5 | (9.9) |  |
| Number of employees | 8,059 | 8,382 | (3.9) |  |
|  |  |  |  |  |
| A.  Includes exchange differences. |  |  |  |  |
| B.  Excluding reverse repos. |  |  |  |  |
| C.  Excluding repos. |  |  |  |  |

Annual report 2025525

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Secondary segments

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |  |  |  |
|  |  | Spain | | |  |  | UK | | | |
| Underlying income statement |  | 2025 | 2024 | % |  |  | 2025 | 2024 | % | % excl. FX |
| Net interest income |  | 7,305 | 7,256 | 0.7 |  |  | 5,008 | 4,950 | 1.2 | 2.4 |
| Net fee income |  | 3,022 | 2,867 | 5.4 |  |  | 369 | 283 | 30.3 | 31.8 |
| Gains (losses) on financial transactions  A |  | 841 | 1,100 | (23.6) |  |  | (100) | (18) | 445.8 | 452.4 |
| Other operating income |  | 720 | 358 | 101.4 |  |  | (245) | (203) | 20.8 | 22.2 |
| Total income |  | 11,887 | 11,580 | 2.6 |  |  | 5,032 | 5,011 | 0.4 | 1.6 |
| Total costs |  | (4,465) | (4,509) | (1.0) |  |  | (2,937) | (3,050) | (3.7) | (2.5) |
| Net operating income |  | 7,423 | 7,071 | 5.0 |  |  | 2,095 | 1,962 | 6.8 | 8.1 |
| Net loan-loss provisions |  | (1,142) | (1,259) | (9.3) |  |  | (177) | (64) | 177.4 | 180.7 |
| Other gains (losses) and provisions |  | (198) | (372) | (46.8) |  |  | (124) | (104) | 19.4 | 20.8 |
| Profit before tax |  | 6,083 | 5,440 | 11.8 |  |  | 1,794 | 1,794 | 0.0 | 1.2 |
| Tax on profit |  | (1,811) | (1,678) | 7.9 |  |  | (486) | (488) | (0.3) | 0.9 |
| Profit from continuing operations |  | 4,272 | 3,763 | 13.5 |  |  | 1,307 | 1,306 | 0.1 | 1.3 |
| Net profit from discontinued operations |  | — | — | — |  |  | — | — | — | — |
| Consolidated profit |  | 4,272 | 3,763 | 13.5 |  |  | 1,307 | 1,306 | 0.1 | 1.3 |
| Non-controlling interests |  | 0 | 0 | (2.5) |  |  | — | — | — | — |
| Underlying profit attributable to the parent |  | 4,272 | 3,762 | 13.5 |  |  | 1,307 | 1,306 | 0.1 | 1.3 |
|  |  |  |  |  |  |  |  |  |  |  |
| Balance sheet |  |  |  |  |  |  |  |  |  |  |
| Loans and advances to customers |  | 264,950 | 246,897 | 7.3 |  |  | 242,624 | 246,453 | (1.6) | 3.6 |
| Cash, central banks and credit institutions |  | 88,904 | 97,838 | (9.1) |  |  | 55,335 | 54,787 | 1.0 | 6.3 |
| Debt instruments |  | 120,671 | 94,519 | 27.7 |  |  | 10,570 | 15,120 | (30.1) | (26.4) |
| Other financial assets |  | 51,675 | 48,132 | 7.4 |  |  | 270 | 390 | (30.8) | (27.2) |
| Other asset accounts |  | 19,361 | 22,341 | (13.3) |  |  | 4,048 | 3,382 | 19.7 | 26.0 |
| Total assets |  | 545,561 | 509,726 | 7.0 |  |  | 312,846 | 320,132 | (2.3) | 2.9 |
| Customer deposits |  | 354,943 | 323,425 | 9.7 |  |  | 225,708 | 230,408 | (2.0) | 3.1 |
| Central banks and credit institutions |  | 54,996 | 57,218 | (3.9) |  |  | 18,326 | 25,665 | (28.6) | (24.8) |
| Marketable debt securities |  | 29,957 | 27,385 | 9.4 |  |  | 51,231 | 47,933 | 6.9 | 12.5 |
| Other financial liabilities |  | 63,188 | 59,976 | 5.4 |  |  | 2,441 | 2,500 | (2.4) | 2.8 |
| Other liabilities accounts |  | 22,268 | 21,163 | 5.2 |  |  | 2,277 | 1,733 | 31.4 | 38.3 |
| Total liabilities |  | 525,352 | 489,168 | 7.4 |  |  | 299,984 | 308,239 | (2.7) | 2.4 |
| Total equity |  | 20,209 | 20,558 | (1.7) |  |  | 12,863 | 11,893 | 8.2 | 13.8 |
|  |  |  |  |  |  |  |  |  |  |  |
| Memorandum items: |  |  |  |  |  |  |  |  |  |  |
| Gross loans and advances to customers B |  | 237,385 | 225,759 | 5.1 |  |  | 228,273 | 236,496 | (3.5) | 1.6 |
| Customer funds |  | 429,464 | 399,999 | 7.4 |  |  | 227,160 | 230,479 | (1.4) | 3.7 |
| Customer deposits  C |  | 322,070 | 306,389 | 5.1 |  |  | 219,440 | 222,835 | (1.5) | 3.7 |
| Mutual funds |  | 107,394 | 93,609 | 14.7 |  |  | 7,719 | 7,643 | 1.0 | 6.3 |
|  |  |  |  |  |  |  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |  |  |  |  |  |  |
| RoTE (post-AT1) |  | 20.4 | 18.3 | 2.2 |  |  | 10.2 | 10.6 | (0.4) |  |
| Efficiency ratio |  | 37.6 | 38.9 | (1.4) |  |  | 58.4 | 60.9 | (2.5) |  |
| NPL ratio |  | 1.94 | 2.66 | (0.73) |  |  | 1.08 | 1.33 | (0.25) |  |
| NPL coverage ratio |  | 55 | 53 | 2 |  |  | 33 | 29 | 3 |  |
| Number of branches |  | 1,630 | 1,827 | (10.8) |  |  | 363 | 444 | (18.2) |  |
| Number of total customers (thousands) |  | 15,362 | 15,307 | 0.4 |  |  | 22,720 | 22,541 | 0.8 |  |
| Number of active customers (thousands) |  | 9,242 | 8,842 | 4.5 |  |  | 13,547 | 13,646 | (0.7) |  |
|  |  |  |  |  |  |  |  |  |  |  |
| A. Includes exchange differences. |  |  |  |  |  |  |  |  |  |  |
| B. Excluding reverse repos. |  |  |  |  |  |  |  |  |  |  |
| C. Excluding repos. |  |  |  |  |  |  |  |  |  |  |

Annual report 2025526

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |  |  |  |
|  |  | Portugal | | |  |  | Openbank Europe | | | |
| Underlying income statement |  | 2025 | 2024 | % |  |  | 2025 | 2024 | % | % excl. FX |
| Net interest income |  | 1,346 | 1,548 | (13.0) |  |  | 4,685 | 4,361 | 7.4 | 7.5 |
| Net fee income |  | 506 | 467 | 8.2 |  |  | 804 | 902 | (10.9) | (10.8) |
| Gains (losses) on financial transactions  A |  | 70 | 45 | 56.9 |  |  | (39) | (24) | 60.8 | 61.9 |
| Other operating income |  | 33 | 5 | 569.5 |  |  | 474 | 405 | 17.1 | 17.5 |
| Total income |  | 1,956 | 2,065 | (5.3) |  |  | 5,925 | 5,644 | 5.0 | 5.1 |
| Total costs |  | (544) | (574) | (5.2) |  |  | (2,899) | (2,848) | 1.8 | 1.8 |
| Net operating income |  | 1,412 | 1,492 | (5.4) |  |  | 3,026 | 2,796 | 8.2 | 8.4 |
| Net loan-loss provisions |  | 8 | (11) | — |  |  | (1,363) | (1,209) | 12.7 | 12.9 |
| Other gains (losses) and provisions |  | (3) | — | — |  |  | (266) | (456) | (41.7) | (41.1) |
| Profit before tax |  | 1,417 | 1,481 | (4.3) |  |  | 1,398 | 1,131 | 23.6 | 23.4 |
| Tax on profit |  | (405) | (478) | (15.2) |  |  | (322) | (255) | 25.9 | 25.2 |
| Profit from continuing operations |  | 1,011 | 1,003 | 0.8 |  |  | 1,076 | 876 | 22.9 | 22.9 |
| Net profit from discontinued operations |  | — | — | — |  |  | — | — | — | — |
| Consolidated profit |  | 1,011 | 1,003 | 0.8 |  |  | 1,076 | 876 | 22.9 | 22.9 |
| Non-controlling interests |  | (2) | (2) | (18.9) |  |  | (304) | (234) | 30.3 | 30.3 |
| Underlying profit attributable to the parent |  | 1,010 | 1,001 | 0.9 |  |  | 772 | 642 | 20.2 | 20.2 |
|  |  |  |  |  |  |  |  |  |  |  |
| Balance sheet |  |  |  |  |  |  |  |  |  |  |
| Loans and advances to customers |  | 41,260 | 38,410 | 7.4 |  |  | 139,322 | 137,038 | 1.7 | 2.1 |
| Cash, central banks and credit institutions |  | 2,744 | 3,873 | (29.2) |  |  | 16,078 | 19,185 | (16.2) | (15.6) |
| Debt instruments |  | 15,998 | 15,010 | 6.6 |  |  | 8,510 | 6,310 | 34.9 | 34.6 |
| Other financial assets |  | 1,243 | 1,129 | 10.1 |  |  | 126 | 128 | (1.3) | (1.3) |
| Other asset accounts |  | 1,090 | 1,109 | (1.7) |  |  | 12,088 | 11,115 | 8.8 | 9.6 |
| Total assets |  | 62,334 | 59,530 | 4.7 |  |  | 176,125 | 173,775 | 1.4 | 1.8 |
| Customer deposits |  | 40,576 | 38,304 | 5.9 |  |  | 82,359 | 81,376 | 1.2 | 1.3 |
| Central banks and credit institutions |  | 9,357 | 8,813 | 6.2 |  |  | 26,820 | 28,120 | (4.6) | (2.5) |
| Marketable debt securities |  | 5,809 | 4,973 | 16.8 |  |  | 45,494 | 43,137 | 5.5 | 5.6 |
| Other financial liabilities |  | 304 | 339 | (10.3) |  |  | 2,014 | 1,918 | 5.0 | 5.2 |
| Other liabilities accounts |  | 2,916 | 3,056 | (4.6) |  |  | 6,208 | 5,714 | 8.7 | 9.0 |
| Total liabilities |  | 58,961 | 55,485 | 6.3 |  |  | 162,896 | 160,264 | 1.6 | 2.1 |
| Total equity |  | 3,373 | 4,046 | (16.6) |  |  | 13,229 | 13,512 | (2.1) | (1.6) |
|  |  |  |  |  |  |  |  |  |  |  |
| Memorandum items: |  |  |  |  |  |  |  |  |  |  |
| Gross loans and advances to customers B |  | 41,980 | 39,143 | 7.2 |  |  | 142,477 | 139,927 | 1.8 | 2.3 |
| Customer funds |  | 46,201 | 43,186 | 7.0 |  |  | 87,559 | 85,876 | 2.0 | 2.0 |
| Customer deposits  C |  | 40,576 | 38,304 | 5.9 |  |  | 82,359 | 81,376 | 1.2 | 1.3 |
| Mutual funds |  | 5,625 | 4,882 | 15.2 |  |  | 5,200 | 4,500 | 15.6 | 15.6 |
|  |  |  |  |  |  |  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |  |  |  |  |  |  |
| RoTE (post-AT1) |  | 30.3 | 25.0 | 5.3 |  |  | 6.7 | 5.5 | 1.2 |  |
| Efficiency ratio |  | 27.8 | 27.8 | 0.0 |  |  | 48.9 | 50.5 | (1.5) |  |
| NPL ratio |  | 1.99 | 2.27 | (0.29) |  |  | 2.53 | 2.50 | 0.03 |  |
| NPL coverage ratio |  | 81 | 78 | 3 |  |  | 87 | 83 | 5 |  |
| Number of branches |  | 308 | 374 | (17.6) |  |  | 298 | 326 | (8.6) |  |
| Number of total customers (thousands) |  | 2,971 | 2,989 | (0.6) |  |  | 19,893 | 19,550 | 1.8 |  |
| Number of active customers (thousands) |  | 1,945 | 1,905 | 2.1 |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
| A. Includes exchange differences. |  |  |  |  |  |  |  |  |  |  |
| B. Excluding reverse repos. |  |  |  |  |  |  |  |  |  |  |
| C. Excluding repos. |  |  |  |  |  |  |  |  |  |  |

Annual report 2025527

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |  |  |  |  |
|  |  | US | | | |  |  | Mexico | | | |
| Underlying income statement |  | 2025 | 2024 | % | % excl. FX |  |  | 2025 | 2024 | % | % excl. FX |
| Net interest income |  | 5,888 | 5,693 | 3.4 | 7.9 |  |  | 4,554 | 4,631 | (1.7) | 8.0 |
| Net fee income |  | 1,328 | 1,152 | 15.3 | 20.3 |  |  | 1,454 | 1,385 | 5.0 | 15.3 |
| Gains (losses) on financial transactions  A |  | 547 | 371 | 47.7 | 54.1 |  |  | 427 | 396 | 7.7 | 18.3 |
| Other operating income |  | 165 | 365 | (54.7) | (52.7) |  |  | (130) | (133) | (2.5) | 7.1 |
| Total income |  | 7,929 | 7,580 | 4.6 | 9.1 |  |  | 6,305 | 6,278 | 0.4 | 10.3 |
| Total costs |  | (3,890) | (3,965) | (1.9) | 2.4 |  |  | (2,730) | (2,727) | 0.1 | 9.9 |
| Net operating income |  | 4,039 | 3,615 | 11.7 | 16.6 |  |  | 3,575 | 3,551 | 0.7 | 10.6 |
| Net loan-loss provisions |  | (2,244) | (2,507) | (10.5) | (6.6) |  |  | (1,239) | (1,277) | (3.0) | 6.5 |
| Other gains (losses) and provisions |  | (47) | (55) | (14.5) | (10.8) |  |  | — | — | — | — |
| Profit before tax |  | 1,748 | 1,053 | 66.0 | 73.2 |  |  | 2,336 | 2,274 | 2.7 | 12.8 |
| Tax on profit |  | (207) | 56 | — | — |  |  | (627) | (598) | 4.9 | 15.2 |
| Profit from continuing operations |  | 1,541 | 1,109 | 39.0 | 45.0 |  |  | 1,709 | 1,676 | 2.0 | 12.0 |
| Net profit from discontinued operations |  | — | — | — | — |  |  | — | — | — | — |
| Consolidated profit |  | 1,541 | 1,109 | 39.0 | 45.0 |  |  | 1,709 | 1,676 | 2.0 | 12.0 |
| Non-controlling interests |  | — | — | — | — |  |  | (4) | (5) | (9.0) | (0.1) |
| Underlying profit attributable to the parent |  | 1,541 | 1,109 | 39.0 | 45.0 |  |  | 1,705 | 1,671 | 2.0 | 12.0 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Balance sheet |  |  |  |  |  |  |  |  |  |  |  |
| Loans and advances to customers |  | 132,659 | 134,856 | (1.6) | 11.3 |  |  | 48,083 | 45,054 | 6.7 | 4.6 |
| Cash, central banks and credit institutions |  | 21,318 | 28,200 | (24.4) | (14.5) |  |  | 11,569 | 10,945 | 5.7 | 3.6 |
| Debt instruments |  | 38,411 | 27,042 | 42.0 | 60.7 |  |  | 32,066 | 30,092 | 6.6 | 4.4 |
| Other financial assets |  | 3,159 | 2,821 | 12.0 | 26.7 |  |  | 4,731 | 5,785 | (18.2) | (19.9) |
| Other asset accounts |  | 11,171 | 16,058 | (30.4) | (21.3) |  |  | 5,778 | 5,745 | 0.6 | (1.5) |
| Total assets |  | 206,718 | 208,978 | (1.1) | 11.9 |  |  | 102,227 | 97,621 | 4.7 | 2.6 |
| Customer deposits |  | 122,000 | 125,403 | (2.7) | 10.1 |  |  | 55,595 | 49,836 | 11.6 | 9.3 |
| Central banks and credit institutions |  | 34,934 | 26,794 | 30.4 | 47.5 |  |  | 17,984 | 17,260 | 4.2 | 2.1 |
| Marketable debt securities |  | 26,433 | 31,783 | (16.8) | (5.9) |  |  | 9,316 | 9,632 | (3.3) | (5.2) |
| Other financial liabilities |  | 6,255 | 5,223 | 19.8 | 35.5 |  |  | 7,586 | 9,640 | (21.3) | (22.9) |
| Other liabilities accounts |  | 3,085 | 3,683 | (16.2) | (5.2) |  |  | 3,258 | 3,115 | 4.6 | 2.5 |
| Total liabilities |  | 192,707 | 192,886 | (0.1) | 13.0 |  |  | 93,740 | 89,483 | 4.8 | 2.7 |
| Total equity |  | 14,011 | 16,091 | (12.9) | (1.5) |  |  | 8,487 | 8,138 | 4.3 | 2.2 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Memorandum items: |  |  |  |  |  |  |  |  |  |  |  |
| Gross loans and advances to customers B |  | 108,950 | 117,511 | (7.3) | 4.9 |  |  | 49,442 | 44,715 | 10.6 | 8.4 |
| Customer funds |  | 103,178 | 108,246 | (4.7) | 7.9 |  |  | 68,201 | 61,160 | 11.5 | 9.3 |
| Customer deposits  C |  | 87,686 | 93,545 | (6.3) | 6.1 |  |  | 45,498 | 41,528 | 9.6 | 7.4 |
| Mutual funds |  | 15,492 | 14,702 | 5.4 | 19.2 |  |  | 22,703 | 19,632 | 15.6 | 13.3 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |  |  |  |  |  |  |  |
| RoTE (post-AT1) |  | 10.2 | 6.9 | 3.2 |  |  |  | 22.0 | 19.6 | 2.3 |  |
| Efficiency ratio |  | 49.1 | 52.3 | (3.2) |  |  |  | 43.3 | 43.4 | (0.1) |  |
| NPL ratio |  | 4.82 | 4.68 | 0.14 |  |  |  | 2.65 | 2.71 | (0.05) |  |
| NPL coverage ratio |  | 55 | 64 | (9) |  |  |  | 105 | 100 | 4 |  |
| Number of branches |  | 376 | 405 | (7.2) |  |  |  | 1,314 | 1,356 | (3.1) |  |
| Number of total customers (thousands) |  | 4,369 | 4,474 | (2.4) |  |  |  | 22,577 | 21,289 | 6.1 |  |
| Number of active customers (thousands) |  | 4,169 | 4,308 | (3.2) |  |  |  | 11,976 | 10,871 | 10.2 |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| A. Includes exchange differences. |  |  |  |  |  |  |  |  |  |  |  |
| B. Excluding reverse repos. |  |  |  |  |  |  |  |  |  |  |  |
| C. Excluding repos. |  |  |  |  |  |  |  |  |  |  |  |

Annual report 2025528

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Brazil | | | |  |  | Chile | | | |
| Underlying income statement |  | 2025 | 2024 | % | % excl. FX |  |  | 2025 | 2024 | % | % excl. FX |
| Net interest income |  | 9,380 | 10,121 | (7.3) | 0.6 |  |  | 1,917 | 1,822 | 5.2 | 10.7 |
| Net fee income |  | 3,193 | 3,414 | (6.5) | 1.5 |  |  | 582 | 551 | 5.8 | 11.2 |
| Gains (losses) on financial transactions  A |  | (64) | (37) | 71.7 | 86.3 |  |  | 230 | 238 | (3.4) | 1.6 |
| Other operating income |  | 93 | 39 | 139.5 | 160.0 |  |  | (15) | (18) | (16.4) | (12.1) |
| Total income |  | 12,602 | 13,536 | (6.9) | 1.0 |  |  | 2,714 | 2,592 | 4.7 | 10.1 |
| Total costs |  | (4,957) | (5,219) | (5.0) | 3.1 |  |  | (919) | (942) | (2.5) | 2.6 |
| Net operating income |  | 7,645 | 8,318 | (8.1) | (0.2) |  |  | 1,795 | 1,650 | 8.8 | 14.4 |
| Net loan-loss provisions |  | (4,409) | (4,487) | (1.7) | 6.6 |  |  | (531) | (497) | 6.9 | 12.4 |
| Other gains (losses) and provisions |  | (11) | 0 | — | — |  |  | (32) | (42) | (24.7) | (20.8) |
| Profit before tax |  | 3,224 | 3,830 | (15.8) | (8.6) |  |  | 1,232 | 1,111 | 11.0 | 16.7 |
| Tax on profit |  | (836) | (1,165) | (28.2) | (22.1) |  |  | (189) | (211) | (10.5) | (5.9) |
| Profit from continuing operations |  | 2,388 | 2,665 | (10.4) | (2.8) |  |  | 1,043 | 899 | 16.0 | 22.0 |
| Net profit from discontinued operations |  | — | — | — | — |  |  | — | — | — | — |
| Consolidated profit |  | 2,388 | 2,665 | (10.4) | (2.8) |  |  | 1,043 | 899 | 16.0 | 22.0 |
| Non-controlling interests |  | (220) | (243) | (9.3) | (1.6) |  |  | (314) | (271) | 16.0 | 22.0 |
| Underlying profit attributable to the parent |  | 2,168 | 2,422 | (10.5) | (2.9) |  |  | 729 | 629 | 16.0 | 22.0 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Balance sheet |  |  |  |  |  |  |  |  |  |  |  |
| Loans and advances to customers |  | 87,653 | 88,620 | (1.1) | (0.6) |  |  | 39,924 | 40,332 | (1.0) | 1.6 |
| Cash, central banks and credit institutions |  | 49,450 | 46,745 | 5.8 | 6.3 |  |  | 5,218 | 5,759 | (9.4) | (7.0) |
| Debt instruments |  | 46,658 | 45,670 | 2.2 | 2.6 |  |  | 9,385 | 7,993 | 17.4 | 20.5 |
| Other financial assets |  | 11,772 | 10,632 | 10.7 | 11.2 |  |  | 11,489 | 13,554 | (15.2) | (13.0) |
| Other asset accounts |  | 13,919 | 13,844 | 0.5 | 1.0 |  |  | 2,189 | 2,796 | (21.7) | (19.7) |
| Total assets |  | 209,453 | 205,510 | 1.9 | 2.4 |  |  | 68,205 | 70,434 | (3.2) | (0.6) |
| Customer deposits |  | 92,256 | 93,994 | (1.8) | (1.4) |  |  | 29,503 | 30,181 | (2.2) | 0.3 |
| Central banks and credit institutions |  | 32,377 | 30,878 | 4.9 | 5.3 |  |  | 8,778 | 8,133 | 7.9 | 10.8 |
| Marketable debt securities |  | 29,161 | 25,351 | 15.0 | 15.6 |  |  | 9,703 | 10,403 | (6.7) | (4.3) |
| Other financial liabilities |  | 33,757 | 34,215 | (1.3) | (0.9) |  |  | 12,322 | 14,323 | (14.0) | (11.7) |
| Other liabilities accounts |  | 5,829 | 5,582 | 4.4 | 4.9 |  |  | 2,299 | 1,942 | 18.4 | 21.5 |
| Total liabilities |  | 193,380 | 190,020 | 1.8 | 2.2 |  |  | 62,604 | 64,983 | (3.7) | (1.1) |
| Total equity |  | 16,073 | 15,490 | 3.8 | 4.2 |  |  | 5,601 | 5,451 | 2.8 | 5.5 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Memorandum items: |  |  |  |  |  |  |  |  |  |  |  |
| Gross loans and advances to customers B |  | 93,030 | 93,785 | (0.8) | (0.3) |  |  | 40,986 | 41,405 | (1.0) | 1.6 |
| Customer funds |  | 132,580 | 129,881 | 2.1 | 2.6 |  |  | 42,256 | 43,383 | (2.6) | 0.0 |
| Customer deposits  C |  | 80,449 | 81,378 | (1.1) | (0.7) |  |  | 28,293 | 30,060 | (5.9) | (3.4) |
| Mutual funds |  | 52,132 | 48,503 | 7.5 | 8.0 |  |  | 13,963 | 13,324 | 4.8 | 7.6 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |  |  |  |  |  |  |  |
| RoTE (post-AT1) |  | 15.3 | 16.8 | (1.5) |  |  |  | 19.7 | 16.3 | 3.4 |  |
| Efficiency ratio |  | 39.3 | 38.6 | 0.8 |  |  |  | 33.9 | 36.4 | (2.5) |  |
| NPL ratio |  | 6.76 | 6.10 | 0.66 |  |  |  | 5.73 | 5.37 | 0.36 |  |
| NPL coverage ratio |  | 81 | 79 | 2 |  |  |  | 48 | 50 | (2) |  |
| Number of branches |  | 1,618 | 2,202 | (26.5) |  |  |  | 228 | 237 | (3.8) |  |
| Number of total customers (thousands) |  | 73,948 | 69,455 | 6.5 |  |  |  | 4,608 | 4,311 | 6.9 |  |
| Number of active customers (thousands) |  | 33,966 | 33,123 | 2.5 |  |  |  | 2,693 | 2,556 | 5.4 |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| A. Includes exchange differences. |  |  |  |  |  |  |  |  |  |  |  |
| B. Excluding reverse repos. |  |  |  |  |  |  |  |  |  |  |  |
| C. Excluding repos. |  |  |  |  |  |  |  |  |  |  |  |

Annual report 2025529

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |  |  |  |
|  |  | Argentina | | |  |  | Rest of the Group | | | |
| Underlying income statement |  | 2025 | 2024 | % |  |  | 2025 | 2024 | % | % excl. FX |
| Net interest income |  | 1,727 | 2,919 | (40.8) |  |  | 1,080 | 832 | 29.8 | 36.1 |
| Net fee income |  | 788 | 602 | 30.9 |  |  | 908 | 722 | 25.8 | 28.8 |
| Gains (losses) on financial transactions  A |  | 229 | 229 | 0.1 |  |  | 296 | 326 | (9.1) | (6.2) |
| Other operating income |  | (510) | (1,263) | (59.6) |  |  | 25 | 9 | 187.7 | 175.7 |
| Total income |  | 2,235 | 2,487 | (10.2) |  |  | 2,309 | 1,889 | 22.3 | 26.7 |
| Total costs |  | (978) | (1,337) | (26.9) |  |  | (1,676) | (1,643) | 2.0 | 4.1 |
| Net operating income |  | 1,257 | 1,150 | 9.3 |  |  | 634 | 246 | 158.1 | 197.3 |
| Net loan-loss provisions |  | (574) | (284) | 101.8 |  |  | (260) | (230) | 13.1 | 17.9 |
| Other gains (losses) and provisions |  | (33) | (39) | (14.7) |  |  | (45) | (263) | (82.7) | (82.7) |
| Profit before tax |  | 650 | 827 | (21.4) |  |  | 328 | (248) | — | — |
| Tax on profit |  | (216) | (161) | 34.6 |  |  | (29) | (37) | (22.6) | (9.1) |
| Profit from continuing operations |  | 434 | 666 | (34.9) |  |  | 300 | (285) | — | — |
| Net profit from discontinued operations |  | — | — | — |  |  | — | — | — | — |
| Consolidated profit |  | 434 | 666 | (34.9) |  |  | 300 | (285) | — | — |
| Non-controlling interests |  | (1) | (1) | (39.8) |  |  | 1 | 5 | (89.3) | (87.5) |
| Underlying profit attributable to the parent |  | 433 | 665 | (34.9) |  |  | 300 | (280) | — | — |
|  |  |  |  |  |  |  |  |  |  |  |
| Balance sheet |  |  |  |  |  |  |  |  |  |  |
| Loans and advances to customers |  | 8,032 | 7,684 | 4.5 |  |  | 25,315 | 24,905 | 1.6 | 8.2 |
| Cash, central banks and credit institutions |  | 3,724 | 4,901 | (24.0) |  |  | 12,912 | 8,178 | 57.9 | 64.7 |
| Debt instruments |  | 2,230 | 2,654 | (16.0) |  |  | 4,452 | 10,677 | (58.3) | (57.8) |
| Other financial assets |  | 16 | 23 | (28.5) |  |  | 2,387 | 3,041 | (21.5) | (16.9) |
| Other asset accounts |  | 1,078 | 978 | 10.2 |  |  | 3,157 | 2,930 | 7.7 | 8.1 |
| Total assets |  | 15,080 | 16,240 | (7.1) |  |  | 48,222 | 49,732 | (3.0) | 1.3 |
| Customer deposits |  | 9,959 | 11,293 | (11.8) |  |  | 26,913 | 19,955 | 34.9 | 42.5 |
| Central banks and credit institutions |  | 685 | 852 | (19.5) |  |  | 8,249 | 19,309 | (57.3) | (55.8) |
| Marketable debt securities |  | 258 | 158 | 63.4 |  |  | 4,508 | 898 | 401.8 | 408.3 |
| Other financial liabilities |  | 1,060 | 968 | 9.5 |  |  | 2,402 | 2,694 | (10.9) | (4.5) |
| Other liabilities accounts |  | 547 | 476 | 14.9 |  |  | 1,543 | 1,514 | 1.9 | 2.3 |
| Total liabilities |  | 12,510 | 13,746 | (9.0) |  |  | 43,614 | 44,371 | (1.7) | 2.7 |
| Total equity |  | 2,570 | 2,494 | 3.1 |  |  | 4,608 | 5,360 | (14.0) | (10.3) |
|  |  |  |  |  |  |  |  |  |  |  |
| Memorandum items: |  |  |  |  |  |  |  |  |  |  |
| Gross loans and advances to customers B |  | 8,611 | 7,938 | 8.5 |  |  | 25,796 | 25,285 | 2.0 | 8.5 |
| Customer funds |  | 15,894 | 17,047 | (6.8) |  |  | 45,916 | 34,204 | 34.2 | 40.8 |
| Customer deposits  C |  | 9,959 | 11,293 | (11.8) |  |  | 26,691 | 19,527 | 36.7 | 44.6 |
| Mutual funds |  | 5,934 | 5,754 | 3.1 |  |  | 19,225 | 14,677 | 31.0 | 35.9 |
|  |  |  |  |  |  |  |  |  |  |  |
| Ratios (%), operating means and customers |  |  |  |  |  |  |  |  |  |  |
| RoTE (post-AT1) |  | 20.2 | 34.5 | (14.3) |  |  |  |  |  |  |
| Efficiency ratio |  | 43.8 | 53.8 | (10.0) |  |  |  |  |  |  |
| NPL ratio |  | 7.68 | 2.06 | 5.62 |  |  |  |  |  |  |
| NPL coverage ratio |  | 90 | 177 | (87) |  |  |  |  |  |  |
| Number of branches D |  | 391 | 409 | (4.4) |  |  |  |  |  |  |
| Number of total customers (thousands) |  | 5,412 | 5,117 | 5.8 |  |  |  |  |  |  |
| Number of active customers (thousands) |  | 3,772 | 3,674 | 2.7 |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
| A. Includes exchange differences. |  |  |  |  |  |  |  |  |  |  |
| B. Excluding reverse repos. |  |  |  |  |  |  |  |  |  |  |
| C. Excluding repos. |  |  |  |  |  |  |  |  |  |  |
| D. In Argentina, we have included the CartaSur points of sale and the banking service points in 2025 and 2024 figures and all previous periods. | | | | | | | | | | |

Annual report 2025530

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 9.2 Alternative performance measures (APMs) of the new reporting structure

#### Profitability and efficiency ratios

The purpose of the profitability ratios is to measure the ratio of profit to equity, to tangible equity, to assets and to risk-weighted assets.

The efficiency ratio measures how much costs are needed to generate revenue.

The results related to activity in Poland affected by the Poland disposal are recorded in the 'non-recurring items' line within the underlying

income statement. Profitability ratios are therefore also presented on an underlying basis. Additionally, the definition of efficiency has been

adjusted to use the new total costs line.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Ratio |  | Formula |  | Relevance of the metric |
| RoE |  | Profit attributable to the parent |  | This ratio measures the return that shareholders obtain on  the funds invested in the bank and as such measures the  bank’s ability to pay shareholders. |
| (Return on Equity) |  | Average stockholders’ equity  A (excl. minority  interests) |  |
| Underlying RoE |  | Underlying profit attributable to the parent |  | This ratio measures the return that shareholders obtain on  the funds invested in the bank excluding results from  operations outside the ordinary course of business. |
|  | Average stockholders’ equity  A (excl. minority  interests) |  |
| RoTE (post-AT1) |  | Profit attributable to the parent minus AT1  costs  B |  | This indicator is used to assess the profitability of a company  as a percentage of its tangible equity, deducting AT1  issuance costs from the numerator. It is measured as the  return that shareholders receive as a percentage of the funds  invested in the bank less intangible assets. |
| (Return on Tangible Equity) |  | Average stockholders' equity A (excl. minority  interests) - intangible assets |  |
| Underlying RoTE (post-AT1) |  | Underlying profit attributable to the parent  minus AT1 costs   B |  | As with RoTE (post-AT1), this indicator is used to assess the  profitability of the tangible equity of a company of a  company, deducting AT1 issuance costs from the numerator,  but excluding results from operations outside the ordinary  course of business (i.e. arising from underlying activities). |
|  |  | Average stockholders' equity A (excl. minority  interests) - intangible assets |  |
| RoA |  | Consolidated profit |  | This metric measures the profitability of a company as a  percentage of its total assets. It is an indicator that reflects  the efficiency of the bank’s total assets in generating profit  over a given period. |
| (Return on Assets) |  | Average total assets |  |
| Underlying RoA |  | Underlying consolidated profit |  | This metric measures the profitability of a company as a  percentage of its total assets excluding results from  operations outside the ordinary course of business. It is an  indicator that reflects the efficiency of the bank’s total assets  in generating underlying profit over a given period. |
|  |  | Average total assets |  |
| RoRWA |  | Consolidated profit |  | The return adjusted for risk is a derivative of the RoA metric.  The difference is that RoRWA measures profit in relation to  the bank’s risk-weighted assets. |
| (Return on Risk-Weighted  Assets) |  | Average risk-weighted assets |  |
| Underlying RoRWA |  | Underlying consolidated profit |  | This relates the underlying consolidated profit (excluding  results from operations outside the ordinary course of  business) to the Group’s risk-weighted assets. |
|  | Average risk-weighted assets |  |
| Efficiency |  | Total costs C |  | One of the most commonly used indicators when comparing  productivity of different financial entities. It measures the  amount of resources used to generate the bank’s total  income. |
| (Cost-to-income) |  | Total income |  |

A. Stockholders’ equity = Capital and Reserves + Accumulated other comprehensive income + Profit attributable to the parent + Dividends.

B. Excluding the adjustment to the valuation of goodwill, since they are not considered in the denominator, we believe this calculation is more correct.

C. Total costs = Administrative expenses + amortizations + other operating costs.

Annual report 2025531

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Profitability and efficiency A  (EUR million and %) |  |  |
|  | 2025 | 2024 |
| RoE | 13.9% | 13.0% |
| Profit attributable to the parent | 14,101 | 12,574 |
| Average stockholders' equity (excluding minority interests) | 101,497 | 96,744 |
|  |  |  |
| Underlying RoE | 13.0% | 12.2% |
| Profit attributable to the parent | 14,101 | 12,574 |
| (-) Non-recurring items | 949 | 800 |
| Underlying profit attributable to the parent | 13,152 | 11,774 |
| Average stockholders' equity (excluding minority interests) | 101,497 | 96,744 |
|  |  |  |
| RoTE post-AT1 | 16.3% | 15.5% |
| Profit attributable to the parent | 14,101 | 12,574 |
| (-) AT1 costs | 622 | 620 |
| (-) Goodwill impairment | (4) | (4) |
| Profit attributable to the parent minus AT1 costs (excluding goodwill impairment) | 13,483 | 11,958 |
| Average stockholders' equity (excluding minority interests) | 101,497 | 96,744 |
| (-) Average intangible assets | 18,865 | 19,428 |
| Average stockholders' equity (excl. minority interests) - intangible assets | 82,631 | 77,316 |
|  |  |  |
| Underlying RoTE (post-AT1) | 15.2% | 14.4% |
| Profit attributable to the parent | 14,101 | 12,574 |
| (-) AT1 costs | 622 | 620 |
| (-) Goodwill impairment | (4) | (4) |
| Profit attributable to the parent minus AT1 costs (excluding goodwill impairment) | 13,483 | 11,958 |
| (-) Non-recurring items | 949 | 800 |
| Underlying profit attributable to the parent | 12,534 | 11,158 |
| Average stockholders' equity (excluding minority interests) | 101,497 | 96,744 |
| (-) Average intangible assets | 18,865 | 19,428 |
| Average stockholders' equity (excl. minority interests) - intangible assets | 82,631 | 77,316 |
|  |  |  |
| RoA | 0.84% | 0.76% |
| Consolidated profit | 15,500 | 13,744 |
| Average total assets | 1,843,112 | 1,803,272 |
|  |  |  |
| Underlying RoA | 0.79% | 0.72% |
| Consolidated profit | 15,500 | 13,744 |
| (-) Adjustments to consolidated profit for activity outside the ordinary course of business | 1,503 | 1,220 |
| Underlying consolidated profit | 13,997 | 12,524 |
| Average total assets C | 1,771,298 | 1,739,915 |
|  |  |  |
| RoRWA | 2.44% | 2.18% |
| Consolidated profit | 15,500 | 13,744 |
| Average risk weighted assets B | 634,020 | 630,494 |
|  |  |  |
| Underlying RoRWA | 2.31% | 2.07% |
| Consolidated profit | 15,500 | 13,744 |
| (-) Adjustments to consolidated profit for activity outside the ordinary course of business | 1,503 | 1,220 |
| Underlying consolidated profit | 13,997 | 12,524 |
| Average risk-weighted assets B C | 605,556 | 604,137 |
|  |  |  |
| Efficiency ratio | 45.3% | 47.2% |
| Operating expenses | 24,711 | 25,149 |
| Adjustments to operating expenses in the underlying income statement | 1,699 | 2,205 |
| Underlying total costs | 26,410 | 27,354 |
| Total income | 58,670 | 58,380 |
| Adjustments to total income in the underlying income statement | (362) | (396) |
| Underlying total income | 58,308 | 57,984 |

A. Averages included in the RoE, RoTE, RoTE (post-AT1), RoA and RoRWA denominators are calculated using the monthly average over the period, which we believe should not

differ materially from using daily balances.

B. The risk-weighted assets included in the denominator of the RoRWA metric are calculated in line with the criteria laid out in the CRR (Capital Requirements Regulation).

C. Excludes balances related to the Poland disposal.

Annual report 2025532

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Ratio |  | Formula |  | Relevance of the metric |
| Global business and  country underlying  RoTE (post-AT1) |  | Underlying profit attributable to the parent minus AT1  costs A (excluding goodwill impairment) |  | This indicator is used to assess the profitability of the tangible  equity of a company arising from underlying activities, i.e.  excluding results from operations outside the ordinary course of  business, deducting AT1 issuance costs from the numerator. |
|  | Average stockholders' equity(excl. minority interests) -  intangible assetsB |  |

A. For both global businesses and countries, AT1 costs are allocated according to RWA consumption.

B. For global businesses, tangible equity is allocated according to RWA consumption.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| RoTE (post-AT1) (EUR million and %) | | | | | | | |
|  | 2025 | | |  | 2024 | | |
|  | % | Numerator | Denominator |  | % | Numerator | Denominator |
| Retail & Commercial Banking | 17.1 | 7,411 | 43,382 |  | 17.6 | 7,051 | 39,997 |
| Openbank | 8.5 | 1,578 | 18,546 |  | 8.8 | 1,500 | 17,090 |
| Corporate & Investment Banking | 17.8 | 2,602 | 14,603 |  | 16.3 | 2,519 | 15,483 |
| Wealth Management & Insurance | 61.5 | 1,961 | 3,189 |  | 68.2 | 1,567 | 2,296 |
| Payment Solutions |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
| Spain | 20.4 | 4,133 | 20,230 |  | 18.3 | 3,620 | 19,822 |
| UK | 10.2 | 1,248 | 12,200 |  | 10.6 | 1,247 | 11,781 |
| Portugal | 30.3 | 994 | 3,282 |  | 25.0 | 985 | 3,948 |
| Openbank Europe | 6.7 | 685 | 10,212 |  | 5.5 | 556 | 10,055 |
| US | 10.2 | 1,454 | 14,311 |  | 6.9 | 1,024 | 14,742 |
| Mexico | 22.0 | 1,674 | 7,616 |  | 19.6 | 1,638 | 8,343 |
| Brazil | 15.3 | 2,074 | 13,545 |  | 16.8 | 2,323 | 13,853 |
| Chile | 19.7 | 703 | 3,567 |  | 16.3 | 602 | 3,693 |
| Argentina | 20.2 | 419 | 2,072 |  | 34.5 | 658 | 1,909 |

Numerator: underlying profit attributable to the parent excluding goodwill impairment minus AT1 costs (excluding goodwill impairment).

Denominator: average stockholders' equity (excluding minority interests) - tangible assets.

Payment Solutions' RoTE (post-AT1) is not provided as we do not consider it a relevant metric to measure performance in this type of business.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Efficiency ratio  (EUR million and %) | | | | | | | |
|  | 2025 | | |  | 2024 | | |
|  | % | Numerator | Denominator |  | % | Numerator | Denominator |
| Retail & Commercial Banking | 42.9 | 13,913 | 32,447 |  | 44.5 | 14,704 | 33,064 |
| Openbank | 43.6 | 5,680 | 13,015 |  | 43.3 | 5,576 | 12,877 |
| Corporate & Investment Banking | 46.8 | 3,752 | 8,016 |  | 49.7 | 3,922 | 7,897 |
| Wealth Management & Insurance | 35.7 | 1,444 | 4,042 |  | 39.1 | 1,403 | 3,587 |
| Payment Solutions | 87.6 | 1,203 | 1,373 |  | 97.5 | 1,209 | 1,240 |
|  |  |  |  |  |  |  |  |
| Spain | 37.6 | 4,465 | 11,887 |  | 38.9 | 4,509 | 11,580 |
| UK | 58.4 | 2,937 | 5,032 |  | 60.9 | 3,050 | 5,011 |
| Portugal | 27.8 | 544 | 1,956 |  | 27.8 | 574 | 2,065 |
| Openbank Europe | 48.9 | 2,899 | 5,925 |  | 50.5 | 2,848 | 5,644 |
| US | 49.1 | 3,890 | 7,929 |  | 52.3 | 3,965 | 7,580 |
| Mexico | 43.3 | 2,730 | 6,305 |  | 43.4 | 2,727 | 6,278 |
| Brazil | 39.3 | 4,957 | 12,602 |  | 38.6 | 5,219 | 13,536 |
| Chile | 33.9 | 919 | 2,714 |  | 36.4 | 942 | 2,592 |
| Argentina | 43.8 | 978 | 2,235 |  | 53.8 | 1,337 | 2,487 |

Numerator: underlying total costs.

Denominator: underlying total income.

Annual report 2025533

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Credit risk indicators

The credit risk indicators measure the quality of the credit portfolio and the percentage of non-performing loans covered by provisions.

As explained in section 9.1 of this chapter, the credit risk metrics have been enhanced to include corporate exposures originated through

private fixed income products. Additionally, these measures exclude Poland from all periods presented.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Ratio |  | Formula |  | Relevance of the metric |
| NPL ratio  (Non-performing loans  ratio) |  | Credit impaired customer loans and advances, guarantees  and undrawn balances and debt securities issued by non-  financial institutions |  | The NPL ratio is an important variable regarding financial  institutions' activity since it gives an indication of the  level of credit risk the entities are exposed to. It  calculates risks that are, in accounting terms, declared to  be credit impaired as a percentage of the total  outstanding amount of customer credit and contingent  liabilities and debt securities issued by non-financial  institutions. |
|  | Total risk A |  |
| NPL coverage ratio |  | Total allowances to cover impairment losses on customer  loans and advances, guarantees and undrawn balances and  debt securities issued by non-financial institutions |  | The NPL coverage ratio is a fundamental metric in the  financial sector. It reflects the level of provisions as a  percentage of the credit impaired assets. Therefore, it is a  good indicator of the entity's solvency against customer  defaults both present and future. |
|  | Credit impaired customer loans and advances, guarantees  and undrawn balances and debt securities issued by non-  financial institutions |  |
| Cost of risk |  | Allowances for loan-loss provisions over the last 12 months |  | This ratio quantifies loan-loss provisions arising from  credit risk over a defined period of time for a given loan  and debt securities issued by non-financial institutions  portfolio. As such, it acts as an indicator of credit quality. |
|  | Average loans and advances to customers and debt securities  issued by non-financial institutions over the last 12 months |  |

A. Total risk = non-impaired and impaired customer loans and advances and guarantees + impaired undrawn customer balances + debt securities issued by non-financial

institutions.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Credit risk (I)  (EUR million and %) |  |  |
|  | Dec-25 | Dec-24 |
| NPL ratio | 2.91% | 3.03% |
| Credit impaired balances | 33,739 | 34,383 |
| Gross loans and advances to customers registered under the headings 'financial assets measured at amortized  cost'and 'financial assets designated at fair value through profit or loss' classified in stage 3 (OCI), excluding POCI  (Purchased or Originated Credit Impaired) | 31,531 | 32,144 |
| Customer guarantees and undrawn balances classified in stage 3 | 1,306 | 1,438 |
| Gross debt securities issued by non-financial institutions registered under the headings 'financial assets  measured at amortized cost' and 'financial assets designated at fair value through profit or loss' classified in  stage 3 | 839 | 697 |
| POCI exposure (Purchased or Originated Credit Impaired) that is additionally impaired | 46 | 91 |
| Doubtful exposure of portfolios at fair value through profit or loss | 17 | 13 |
| Total risk | 1,159,180 | 1,134,418 |
| Impaired and non-impaired gross loans and advances to customers | 1,058,447 | 1,038,306 |
| Impaired and non-impaired customer guarantees and impaired undrawn customer balances | 80,056 | 77,560 |
| Impaired and non-impaired gross debt securities issued by non-financial institutions | 20,677 | 18,552 |

Annual report 2025534

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Credit risk (II)  (EUR million and %) |  |  |
|  | Dec-25 | Dec-24 |
| NPL coverage ratio | 66% | 64% |
| Total allowances to cover impairment losses | 22,358 | 22,155 |
| Total allowances to cover impairment losses on loans and advances to customers measured at amortized cost  and designated at fair value through OCI | 21,158 | 21,145 |
| Total allowances to cover impairment losses on customer guarantees and undrawn balances | 712 | 688 |
| Total allowances to cover impairment losses on debt securities issued by non-financial institutions measured  at amortized cost and designated at fair value through OCI | 488 | 322 |
| Credit impaired balances | 33,739 | 34,383 |
| Gross loans and advances to customers registered under the headings 'financial assets measured at  amortized cost' and 'financial assets designated at fair value through profit or loss' classified in stage 3 (OCI),  excluding POCI (Purchased or Originated Credit Impaired) | 31,531 | 32,144 |
| Customer guarantees and undrawn balances classified in stage 3 | 1,306 | 1,438 |
| Gross debt securities issued by non-financial institutions registered under the headings 'financial assets  measured at amortized cost' and 'financial assets designated at fair value through profit or loss' classified in  stage 3 | 839 | 697 |
| POCI exposure (Purchased or Originated Credit Impaired) that is additionally impaired | 46 | 91 |
| Doubtful exposure of portfolios at fair value through profit or loss | 17 | 13 |
|  |  |  |
| Cost of risk | 1.14% | 1.12% |
| Underlying allowances for loan-loss provisions over the last 12 months | 12,128 | 11,822 |
| Allowances for loan-loss provisions over the last 12 months | 12,596 | 12,183 |
| Adjustments to allowances for loan-loss provisions for activity outside the ordinary course of business | (468) | (361) |
| Average loans and advances to customers and debt securities issued by non-financial institutions over the last  12 months | 1,063,783 | 1,057,100 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| NPL ratio  (EUR million and %) | | | |  |  | | |
|  | Dec-25 | | |  | Dec-24 | | |
|  | % | Numerator | Denominator |  | % | Numerator | Denominator |
| Retail & Commercial Banking | 3.09 | 19,855 | 641,820 |  | 3.21 | 20,689 | 643,578 |
| Openbank | 5.32 | 11,351 | 213,525 |  | 5.07 | 10,993 | 216,616 |
| Corporate & Investment Banking | 0.72 | 1,928 | 266,108 |  | 0.86 | 2,058 | 238,187 |
| Wealth Management & Insurance | 0.86 | 235 | 27,384 |  | 0.98 | 252 | 25,692 |
| Payment Solutions |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
| Spain | 1.94 | 5,915 | 305,156 |  | 2.66 | 7,677 | 288,162 |
| UK | 1.08 | 2,645 | 244,303 |  | 1.33 | 3,299 | 248,061 |
| Portugal | 1.99 | 948 | 47,760 |  | 2.27 | 1,014 | 44,573 |
| Openbank Europe | 2.53 | 3,642 | 144,039 |  | 2.50 | 3,527 | 141,312 |
| US | 4.82 | 7,150 | 148,488 |  | 4.68 | 7,012 | 149,907 |
| Mexico | 2.65 | 1,420 | 53,476 |  | 2.71 | 1,352 | 49,927 |
| Brazil | 6.76 | 8,010 | 118,546 |  | 6.10 | 7,090 | 116,247 |
| Chile | 5.73 | 2,528 | 44,146 |  | 5.37 | 2,394 | 44,590 |
| Argentina | 7.68 | 677 | 8,813 |  | 2.06 | 173 | 8,411 |

Numerator: credit impaired customer loans and advances, guarantees and undrawn balances + debt securities issued by non-financial institutions.

Denominator: total risk.

Payment Solutions' NPL ratio is not provided as we do not consider it a relevant metric for this type of business.

Annual report 2025535

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| NPL coverage ratio  (EUR million and %) | | |  |  |  |  |  |
|  | Dec-25 | | |  | Dec-24 | | |
|  | % | Numerator | Denominator |  | % | Numerator | Denominator |
| Retail & Commercial Banking | 66 | 13,104 | 19,855 |  | 63 | 12,984 | 20,689 |
| Openbank | 71 | 8,075 | 11,351 |  | 74 | 8,088 | 10,993 |
| Corporate & Investment Banking | 47 | 908 | 1,928 |  | 39 | 803 | 2,058 |
| Wealth Management & Insurance | 71 | 168 | 235 |  | 68 | 170 | 252 |
| Payment Solutions |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
| Spain | 55 | 3,254 | 5,915 |  | 53 | 4,041 | 7,677 |
| UK | 33 | 860 | 2,645 |  | 29 | 967 | 3,299 |
| Portugal | 81 | 770 | 948 |  | 78 | 792 | 1,014 |
| Openbank Europe | 87 | 3,181 | 3,642 |  | 83 | 2,910 | 3,527 |
| US | 55 | 3,934 | 7,150 |  | 64 | 4,471 | 7,012 |
| Mexico | 105 | 1,488 | 1,420 |  | 100 | 1,358 | 1,352 |
| Brazil | 81 | 6,478 | 8,010 |  | 79 | 5,627 | 7,090 |
| Chile | 48 | 1,211 | 2,528 |  | 50 | 1,196 | 2,394 |
| Argentina | 90 | 607 | 677 |  | 177 | 307 | 173 |

Numerator: total allowances to cover impairment losses on customer loans and advances, guarantees and undrawn balances + debt securities issued by non-financial

institutions.

Denominator: credit impaired customer loans and advances, guarantees and undrawn balances + debt securities issued by non-financial institutions.

Payment Solutions' coverage ratio is not provided as we do not consider it a relevant metric for this type of business.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Cost of risk  (EUR million and %) | | | |  |  |  |  |
|  | Dec-25 | | |  | Dec-24 | | |
|  | % | Numerator | Denominator |  | % | Numerator | Denominator |
| Retail & Commercial Banking | 1.15 | 7,150 | 621,246 |  | 1.11 | 7,064 | 634,438 |
| Openbank | 2.10 | 4,457 | 212,551 |  | 2.16 | 4,562 | 210,748 |
| Corporate & Investment Banking | 0.14 | 278 | 196,144 |  | 0.08 | 141 | 180,547 |
| Wealth Management & Insurance | 0.08 | 20 | 25,509 |  | 0.18 | 42 | 23,686 |
| Payment Solutions |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
| Spain | 0.43 | 1,142 | 263,717 |  | 0.50 | 1,259 | 251,826 |
| UK | 0.07 | 177 | 244,442 |  | 0.03 | 64 | 251,348 |
| Portugal | (0.02) | (8) | 43,578 |  | 0.03 | 11 | 41,676 |
| Openbank Europe | 0.97 | 1,363 | 140,504 |  | 0.88 | 1,209 | 137,165 |
| US | 1.62 | 2,244 | 138,832 |  | 1.82 | 2,507 | 137,926 |
| Mexico | 2.69 | 1,239 | 46,067 |  | 2.64 | 1,277 | 48,439 |
| Brazil | 4.17 | 4,409 | 105,666 |  | 4.03 | 4,487 | 111,362 |
| Chile | 1.32 | 531 | 40,181 |  | 1.19 | 497 | 41,582 |
| Argentina | 7.34 | 574 | 7,820 |  | 4.59 | 284 | 6,190 |

Numerator: underlying allowances for loan-loss provisions over the last 12 months.

Denominator: average loans and advances to customers + debt securities issued by non-financial institutions over the last 12 months.

Payment Solutions' cost of risk is not provided as we do not consider it a relevant metric for this type of business.

Annual report 2025536

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Other indicators

The Group has a series of additional financial metrics which facilitate analysis of the underlying business trends and performance.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Ratio |  | Formula |  | Relevance of the metric |
| LTD ratio  (Loan-to-deposit) |  | Net loans and advances to customers |  | This is an indicator of the bank's liquidity. It measures the  total loans and advances to customers net of loan-loss  provisions as a percentage of customer deposits. |
|  | Customer deposits |  |
| Loans and advances  (excl. reverse repos) |  | Gross loans and advances to customers excluding reverse  repos |  | In order to aid analysis of the commercial banking activity,  reverse repos are excluded as they are highly volatile treasury  products. |
| Deposits (excl. repos) |  | Customer deposits excluding repos |  | In order to aid analysis of the commercial banking activity,  repos are excluded as they are highly volatile treasury  products. |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Others (EUR million and %) |  |  |
|  | Dec-25 | Dec-24 |
| Loan-to-deposit ratio | 100% | 101% |
| Net loans and advances to customers | 1,037,288 | 1,017,160 |
| Customer deposits | 1,041,200 | 1,005,605 |

Annual report 2025537

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

10. Trend information 2026

This directors' report contains prospective information on the

directors’ plans, forecasts and estimates, which are based on what

they consider to be reasonable hypotheses. Readers of this report

should take into account that such prospective information must

not be considered a guarantee of our future performance as the

plans, forecasts and estimates are subject to numerous risks and

uncertainties, our future performance may not match initial

expectations. These risks and uncertainties are described in the

['Risk management and compliance'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) chapter of this report and in

[note 54](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1243) to the consolidated financial statements.

à

#### Macroeconomic environment

|  |
| --- |
|  |
|  |

We expect a mixed performance in 2026, depending on the region

or country. A slight economic slowdown is expected in Brazil and

the UK, while the US, the eurozone and Mexico are expected to

recover moderately. The global outlook is uncertain due to

geopolitical and trade tensions. Inflation is expected to continue to

slow in most countries, converging towards the central banks'

targets, although it is likely to do so at different rates between

regions. Central banks such as the Fed are expected to complete

their rate-cutting cycle in 2026. Significant changes in the

unemployment rates are not expected, with most labour markets

remaining resilient.

Our macroeconomic forecasts for 2026 by country/region are:

#### Eurozone

The eurozone is expected to experience a cyclical recovery in 2026,

supported by the ECB's interest rate cuts since mid-2024 and fiscal

policy initiatives, particularly increased spending on infrastructure

and defence in Germany. Inflation is expected to remain in line

with the ECB’s 2% target, underpinned by wage moderation,

leading to a gradual reduction in service inflation, which was more

persistent in 2025. In the medium term, the euro area faces the

challenge of achieving sustainable economic growth, through

policies that boost the domestic market, regulatory simplification

and the strengthening of capital markets.

#### Spain

We expect economic growth to remain dynamic, although at a

slightly lower rate than in 2025. Domestic demand will continue to

be a main driver, supported by strong household consumption,

while investment, the sector that grew the most in 2025, will

benefit from the allocation of European funds before August 2026.

Growth in external demand is expected continue to slow as

imports, boosted by strong domestic demand, are expected to

outpace exports. We expect job creation to continue, with the

unemployment rate declining further towards 10%, despite the

rise in active population. Inflation is expected to gradually

converge towards the ECB's target, as the services sector is proving

to be sticky.

UK

In 2026, we expect GDP growth to slow to around 1%, as

consumers face a slowdown in real income growth and prioritize

savings over spending. Labour market weakness is expected to

continue, as private companies are reducing their employees due

to rising labour costs and job creation momentum in the public

sector is fading. Inflation should moderate due to lower

contributions from food, energy and services, the latter driven by

slower wage growth, but it is expected to remain above target. The

timeline for further interest rate cuts remains uncertain but we

expect them to fall to 3.25% by the end of 2026.

#### Portugal

In 2026, we expect a moderate recovery and that the economy

could reach 2% GDP growth, driven by strong domestic demand,

high employment levels and balanced public finances. However,

the risks associated with a slowdown in advanced economies,

trade tensions and international financial volatility could continue

to limit external demand in Portugal and require greater caution

when assessing growth for the next year. The labour market is

expected to remain at full employment, with the unemployment

rate around 6.4%. We expect inflation to remain slightly above the

ECB's 2% target.

US

We expect economic growth to remain robust, supported by

investment in AI, more accommodative monetary policy and tax

cuts and deductions for businesses and households included in the

fiscal package approved last summer. Inflation is anticipated to

remain relatively elevated due to the increase in goods prices from

higher tariffs, but is expected to return towards the 2% target in

the second half of the year. The Fed is expected to continue

interest rate cuts towards its neutral level.

#### Mexico

We expect the economy to accelerate in 2026, supported by a

more favourable external environment, a temporary boost from

the FIFA World Cup, lower tax constraints and a revised trade

agreement between the US and Canada, aimed at providing greater

clarity and reducing trade uncertainty. The central bank is expected

to maintain a cautious stance, although it could decide on further

albeit limited rate cuts, while keeping an eye on the Fed policies,

exchange rate movements and inflation.

Annual report 2025538

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#### Brazil

The economy is expected to continue the deceleration that started

in mid-2025, moving towards more moderate rates after three

years of strong momentum. Inflation is expected to ease to below

4%, allowing Brazil's central bank to begin to gradually cut interest

rates, though they will remain elevated to ensure the anchoring of

medium-term inflation expectations. Fiscal policy is expected to

undertake a consolidation process to meet primary surplus targets

and set the public debt ratio on a sustainable path.

#### Chile

The economy is expected to grow at a slower pace than in 2025,

affected by a less favourable external environment. Domestic

demand is expected to continue to recover, supported by a rebound

in investment linked to mining and energy projects. Inflation is

expected to decline further and converge towards the 3% target in

2026, allowing the central bank to reduce interest rates once more,

to neutral levels.

#### Argentina

The economy is expected to continue to recover gradually,

supported by greater financial stability and an improvement in

domestic demand within a more predictable exchange rate

environment. The continuation of policies aimed at fiscal discipline

and inflation moderation should help increase confidence and

sustain more balanced growth. A gradual normalization of the

macroeconomic framework and a more stable political

environment should support improved financing conditions and a

stronger external position.

à

#### Financial markets

|  |
| --- |
|  |
|  |

Our outlook for 2026 points to cautious optimism, supported by a

macroeconomic environment characterized by more

accommodative monetary policies and positive, albeit moderate,

growth in the main economies.

We expect equity markets to maintain a positive tone in 2026. In

the US, the combination of solid growth, already approved fiscal

expansion and returns from companies linked to AI should continue

to support markets. However, the demanding valuations currently

priced into US equities may lead to periods of higher volatility. In

Europe, we anticipate more moderate gains, as effective

implementation of spending on infrastructure, defence and the

energy transition should support certain sectors, though the

continent will likely continue to face weak demand.

In fixed-income markets, we believe that the downward trend in

sovereign yields could be coming to an end. Structural factors, such

as rising public financing needs, are placing a relatively high floor

under long-term maturities. In the eurozone, we expect sovereign

spreads to continue to be driven by idiosyncratic factors, and fiscal

and political pressures in France will remain a key focus. By

contrast, risk perception has improved in the euro area periphery,

though room for further spread compression is limited.

In the foreign exchange markets, following the sharp depreciation

recorded in 2025, the US dollar could face a less volatile 2026, but

with a downside pressure against the euro.

We expect precious metals to remain attractive, supported by a

persistently uncertain geo-economic environment, central bank

purchases and contained real interest rates. Industrial metals

should continue to benefit from their structural role in the energy

transition and from growing demand linked to the data centres

required for AI development. In contrast, oil is likely to face a less

favourable price outlook, due to increased OPEC+ production and

structurally weaker demand.

In developing economies, the outlook for 2026 is generally

positive. More accommodative international financial conditions,

slowing global inflation and stable flows into risk assets should

create a more favourable environment than in previous years.

Although uncertainties remain, particularly regarding the Chinese

economy and the renewal of the trade framework between the US

and China as the truce expires. The starting point, however, is more

balanced and markets have shown greater capacity to absorb

episodes of volatility.

In Latin America, markets are expected to continue to benefit from

a more benign global backdrop and from ongoing disinflation

across the region. Improved external financial conditions, together

with prudent monetary policies, should continue to support debt

markets, currencies and equity markets. In this environment,

investors’ attention will likely remain focused on domestic factors,

particularly fiscal consolidation, the credibility of economic policy

frameworks and the anchoring of inflation expectations.

The financial sector is expected to be characterized by greater

stability in net interest income, supported by more stable

monetary policy. Additionally, economic growth should support

steady credit quality across portfolios.

Risks are slightly skewed to the downside and may come from

non-bank financial institutions, with the risk of disorderly

adjustments in asset prices and disruptions to market liquidity.

Even so, at the moment, most banking institutions currently find

themselves in solid solvency positions to face such a scenario.

In addition to the economic environment, banks must cope with

the acceleration of business digitalization and knowledge and

management of the risks associated with climate change.

à

#### Financial regulation

|  |
| --- |
|  |
|  |

In 2026, while the European Commission is likely to continue to

publish numerous proposals and initiatives, we expect the

regulatory agenda will focus on the transition from the initial

political momentum of the new European cycle to a phase of

implementation and consolidation phase. Following the initial

progress made in 2025 in terms of competitiveness, regulatory

simplification and the strategy of the Savings and Investments

Union (SIU), the focus is expected to shift towards negotiating and

adopting the different proposals, as well as implementing the

necessary measures to boost competitiveness in the banking

sector. The latter will also be supported by the publication of the

European Commission's report on banking competitiveness.

Annual report 2025539

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At the same time, global advances in AI, digital assets and the

regulation of 'new money' (in particular, stablecoins) are expected

to continue to drive the need for greater international coordination

and more consistent regulatory frameworks across jurisdictions.

The UK and the US will likely continue to progress in the same

direction.

#### Markets and the Savings and Investments Union

Reports published by political figures such as Enrico Letta and

Mario Draghi agree on a lack of competitiveness and innovation

within the EU. The new SIU will be instrumental in channelling the

trillions of euros in European savings towards capital markets, but

this will require less fragmented, more liquid and more

transparent markets. The debate on how to complete the Banking

Union is expected to resume, with a renewed approach to the

design of a European deposit insurance fund that will help

complete the architecture of the single financial market and

strengthen cross-border integration.

The year will see the negotiation of two major legislative files: the

review of the pensions framework, aimed at strengthening

supplementary savings schemes, improving portability and

increasing citizen participation in long-term investment products.

Secondly, the financial and capital markets integration package,

which seeks to reduce fragmentation, improve liquidity and

transparency, and further progress towards a more coherent

European supervisory framework.

Both packages are expected to be essential pillars of the SIU and

key to its effective implementation. In parallel, the US will review

part of its market regulation, known as Regulation NMS, while the

UK has also launched consultations in this area.

#### Prudential and resolution

The prudential and resolution agenda will be shaped by an in-

depth review of the bank capital requirements supervisory and

regulatory framework in Europe. The European Commission and

competent authorities will continue to analyse the capital stack to

assess the coherence between going concern and gone concern

requirements across the microprudential, macroprudential and

resolution dimensions. This exercise seeks to improve

predictability, avoid overlaps between frameworks and reinforce

the usability of capital buffers in stress situations, as these factors

are especially important to ensure the financial sector’s ability to

support growth and investment.

The simplification of the supervisory framework will also gain

significant prominence. At the end of 2025, the ECB published the

conclusions of its task force on simplification, led by Vice-President

Luis de Guindos, paving the way for a gradual implementation in

2026, aimed at increasing the efficiency of the Supervisory Review

and Evaluation Process (SREP), reducing the burden from level 2

and level 3 developments and improving the transparency and

consistency of supervisory expectations. Moreover, this will take

place in an environment that is increasingly reflecting on the

competitiveness of the European banking sector. The European

Commission will further support this discussion with the

publication of its report on banking competitiveness in the second

half of the year.

In 2026 mandates stemming from the application of Basel III will

continue to be implemented as will the adaptation of global

prudential frameworks, including the ongoing review of the

treatment applicable to NBFIs. Following progress made in 2025,

the implementation at the country level of the crisis management

and deposit insurance framework reform is expected to continue,

along with the phase-in of the new securitization rules, adopted to

strengthen competitiveness and expand the financing capacity of

the European economy.

Finally, the NBFI sector is also likely to be a topic of discussion,

with the potential introduction of additional regulation or new

disclosure requirements. One of the main areas of concern is the

sector's strong growth, which outpaced that of the regulated

financial sector in 2025.

#### Sustainability

In 2026, the sustainability regulatory agenda is expected to revolve

around the implementation of measures adopted under the

Omnibus I package. Following the 2025 review of the European

Sustainability Reporting Standards (ESRS) carried out by the

European Financial Reporting Advisory Group (EFRAG) to balance

information requirements and costs for preparers, the delegated

act incorporating the simplified ESRS is expected to be published

and to enter into force. In addition, the delegated act on Taxonomy,

designed to reduce the operational burden of its application,

particularly for the financial sector, is also expected to be adopted.

One of the main regulatory topics of the year will be the review of

the SFDR. The legislative process will resume following the

proposal presented by the Commission in November 2025, aimed

at improving the framework's legal clarity, functionality and

effectiveness in addressing greenwashing risk.

In other countries, such as Mexico, Chile and Brazil, progress

towards establishing a cross-sector sustainability framework is

expected to continue. Likewise, 2026 will be the first year in which

several jurisdictions, including Brazil and Chile, adopt and

implement the ISSB standards.

Annual report 2025540

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Digital

Digital regulation is expected to continue to advance, extending to

countries where there has been limited so far. In the current

geopolitical environment, the US, the European Union and the UK

will continue to assess how to ensure the enforcement of

frameworks related to digital competition and financial services,

while also furthering regulation in areas such as AI. Regulatory

fragmentation is likely to continue to intensify in the absence of

common international standards. At the international level, fora

such as the G20, the Bank for International Settlements (BIS) and

the Financial Stability Board (FSB) will continue to promote

initiatives to boost cross-border payments and foster technological

innovation (e.g. the BIS Innovation Hub initiative).

In parallel, 2026 is set to be a key year for digital assets and the

evolution of 'new money'. Regulated stablecoins are likely to gain

prominence in global payments as the US, the UK and several Latin

American jurisdictions, such as Brazil and Argentina, adopt robust

regulatory frameworks, and institutional markets advance in

integrating tokenization solutions and regulated custody services.

The global monetary system is expected to evolve towards a hybrid

model in which CBDCs, stablecoins and tokenized deposits coexist

and reshape how international finance works.

#### Retail banking

Access to capital markets and retail investor protection will

continue to be a priority in the EU's agenda. Legislative proposals

under the RIS are expected to be approved in Brussels, and further

progress is also expected on SIU initiatives. The transposition of the

new directive regarding consumer credit and the directive on

distance marketing of consumer financial services should also take

place in 2026.

Annual report 2025541

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|  | Retail |  |  | Our priorities for 2026 are to:  → Continue transforming into a global business leveraging our global scale, new  common operating model and the rollout of global technology platforms.  → Deepen customer primacy and continue growing our customer base through a  superior omnichannel experience and hyper-personalization, supported by leading  local franchises.  → Promote profitable growth, allocating capital to high-return opportunities while  reinvesting efficiency gains from scale and digitalization to support innovation and  transformation.  → Ensure the successful integration of TSB and Webster into the Group, maximizing  operational and commercial synergies, while ensuring service continuity and value  creation for customers, employees and shareholders. |
|  | Retail & Commercial Banking |  |  |
|  | A global business integrating our retail  and commercial banking activities |  |  |
|  |  |  |  |
|  |  |  |  |  |

Our vision for 2026 is to continue evolving into a global digital

bank with branches, combining our global scale with local

presence to deliver sustainable and profitable growth.

The key priorities for 2026 are:

• Drive the operating model transformation to enhance

operational leverage taking advantage of our global scale,

thereby reducing operating costs, across the following lines of

action:

• End-to-end digitalization. Provide customers with best-in-

class products and experiences through optimized journeys.

Continue strengthening our digital capabilities to drive

engagement and digital sales.

• Automation and simplification. Continue streamlining

processes and promoting leaner organizational structures with

the aim of enhancing efficiency and agility. AI is expected to

play a pivotal role in the automation of operations, resulting in

more efficient processes, a reduction in manual workloads and

improvements in the cost-to-serve.

• Global technology platform. Continue to converge all units

towards the global platform with a particular focus on the

rollout of Gravity, which reduces costs per transaction and

improves response times. Continue the deployment of the

global app and our assisted-channel solution, which enhances

productivity and drives sales across our branches and contact

centres. Continue deploying the new customer interaction

platform, enabling hyper-personalization across all channels

and segments, increasing sales conversion and strengthening

our relationship with customers. Finally, continue developing

the global solution (app and web) for corporates, progressively

integrating existing products and capabilities.

• Additionally, as part of our business model transformation, we

will deepen our focus on value creation, placing the customer at

the heart of our management, through:

• Customer relationships. Solidify our position as our customers

main trusted financial partner across our footprint. In Retail,

we are promoting hyper-personalization and broadening

value-added products, to strengthen customer relationships

and drive growth. We continue to strengthen advisory

capabilities to develop and deepen customer relationships with

SMEs and Corporates.

• Customer experience. Integrate best-in-class digital products

with a redesigned branch model positioned as community

hubs.

• Execute our transformation with discipline and a programmatic

model across all markets driving profitable growth and ensuring

the successful integration of TSB and Webster into the Group,

once the transaction is completed. Strengthen our execution

capacity through agile, AI-enabled ways of working. Reinvest the

efficiencies generated through scale into innovation, talent and

technology.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  | Customer experience |  |  | Operational leverage |  |  | Global platform |  |
|  |  |  |  |  |  |  |  |  |
|  | Best  digital products and  new branch model |  |  | Process automation and a  leaner organization |  |  | Proprietary back-end  (Gravity),  OneApp, assisted  channels, customer  interaction platform and  corporate digital platform |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

Annual report 2025542

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Openbank |  |  | Our priorities for 2026 are to:  → Maintain our leadership in mobility finance, strengthening and expanding strategic  partnerships and focusing on profitable growth.  → Scale our digital banking business across Mexico, Germany and Spain, leveraging our  global digital banking platform, while also laying the foundations to expand into new  markets. In the US, prepare for the integration of Webster, subject to the  corresponding regulatory approvals.  → Transform Openbank into a more integrated, scalable and efficient global business,  leveraging thousands of new customers daily and seeking to increase customer  lifetime value while maintaining low customer acquisition costs.  → Continue to focus on engineering excellence, operational efficiency and hyper-  personalized customer experiences. |
|  | Openbank |  |  |
|  | A digital bank that combines state-of-  the-art technology with a personal and  human touch |  |  |
|  |  |  |
|  |  |  |  |  |

Openbank, previously known as Digital Consumer Bank

(Consumer), brings together Santander's mobility finance and

consumer banking operations under a single global business,

supported by our global digital banking platform, which is already

live in the US, Spain, Mexico and Germany. The business has a

strong foundation for growth, underpinned by the opportunity that

arises from the acquisition of more than 20,000 new customers

every day.

Our vision is to evolve our business from a primarily monoline

lending model to a leading, digital banking model that combines

advanced technology with a personal, human touch, placing

customers at the heart of our management.

In 2026, our strategic priorities are to:

• Consolidate our leadership in mobility finance by optimizing the

business to maximize profitability and capital efficiency, while

deepening strategic relationships with global partners.

At the same time, we will work to expand our operations beyond

traditional auto lending (e.g. operational leasing, sustainable

mobility solutions, autonomous fleet financing and AI-enabled

robotics financing), to cater to the evolving needs of our partners

and customers.

In addition, we will continue to strive to improve new business

profitability with a stable cost of risk through the cycle, on the

back of our capital and risk discipline, underpinned by data-

driven underwriting, risk-based pricing and strong collateral

management.

• Grow our digital banking business. Gain scale in our core

markets, enhancing our product offering to become our

customers' primary bank and improve NPS, while laying the

foundations to expand into new markets.

In the US, focus on the integration of our consumer banking

business with Webster (subject to the corresponding regulatory

approvals), before resuming the rollout of our digital bank across

the US from a single platform.

Further develop our checkout lending and embedded finance

engine, Openbank Pay, incorporating new strategic partners and

countries to fuel customer growth at a low acquisition cost.

Continue to work on differentiated value propositions, such as an

agentic commerce platform that enables AI agents to participate

in product discovery and financing journeys.

• Continue to build a best-in-class global digital banking

platform that drives customer acquisition and engagement and

continues to boost deposit gathering to fund asset growth.

• Leverage AI and automation capabilities to accelerate our

transformation and growth by increasing productivity, enhancing

personalization and reducing cost-to-serve.

This combination of scale, technology, funding strength and risk

and capital discipline position Openbank to deliver sustainable

returns above the cost of equity.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | | |  | | |  | | |
|  | Customer experience |  |  | Operational leverage |  |  | Global platform |  |
|  |  |  |  |  |  |  |  |  |
|  | Enhanced product offering  and personalized, data-driven  experiences that increase  NPS, deepen engagement  and improve customer  lifetime value |  |  | AI and automation support  across our core processes to  increase productivity,  accelerate time-to-market  and reduce cost-to serve |  |  | Scale our global digital  banking platform to drive  engagement, creating long-  lasting relationships with our  customers |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

Annual report 2025543

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | CIB |  |  | Our priorities for 2026 are to:  → Deepen our client relationships, selectively expand our client coverage with a particular  focus on the US and fee business, and invest in bankers and commercial teams in some  sectors.  → Further globalize our platforms to provide an offering aligned with customer needs and  capture operational efficiencies to strengthen and protect our cost-to-income  competitive advantage.  → Evolve and enhance capabilities adjacent to CIB’s areas of strength. |
|  | Corporate & Investment Banking |  |  |
|  | Our global platform to support  corporate and institutional clients |  |  |
|  |  |  |  |
|  |  |  |  |  |

Our ambition is to become a larger, high-returning, world class

corporate & investment bank.

In 2026, our strategic priorities include:

• Deepen our client relationships:

• Further increase the sophistication of our centres of expertise

to provide best-in-class, tailor-made and innovative solutions

and structuring capabilities through a global cross-segment

approach, increasing connectivity around the client agenda.

• Continue to convert the investments made to enhance

capabilities and broaden coverage into growth in the US and

into an impact across CIB, targeting opportunities in sectors

with high momentum such as Tech Infra and Security &

Defence.

• Enhance our positioning, strengthening our pan-regional Latin

America offering, extending into adjacent-to-core European

markets and selectively developing our franchise in the Middle

East.

• Partnering closely with Santander’s global businesses to

maximize shareholder value.

• Further globalize our platforms:

• Continue evolving our operating model, increasing

globalization, standardization and specialization of our

business, improving client experience and risk management,

while protecting our cost to income competitive advantage.

• Advance in the execution of our automation and digitalization

initiatives, through the adoption of AI in our businesses and

support functions, to enhance competitiveness and adapt to

evolving client needs.

• Active capital management, with a focus on profitability:

• Focus on advisory and capital-light businesses, selectively

deploying resources to the most efficient transactions.

• Further develop our originate-to-share model to enhance

profitability and optimize risk.

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|  | Customer experience |  |  | Operational leverage |  |  | Global platform |  |
|  |  |  |  |  |  |  |  |  |
|  | Further develop our role as  strategic partner to our  clients through our enhanced  offering |  |  | Leverage our global centres  of expertise and tech  investments, embedding AI  to unlock productivity and  growth |  |  | Strengthen collaboration  with other Santander  businesses to evolve our  global operating model and  maintain our competitiveness |  |

Annual report 2025544

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Wealth |  |  | Our priorities for 2026 are to:  → Improve our customer experience  by providing enhanced value-added products and  services, focusing on the launch and development of our Insurance & Asset  Management Solutions business.  → Boost operational leverage by globalizing product and service factories and centres  that improve local distribution networks.  → Develop  common global platforms to transform our operations and distribution model  leveraging Group technology, data and AI. |
|  | Wealth Management & Insurance |  |  |
|  | Globalizing and transforming our private  banking, asset management and  insurance businesses |  |  |
|  |  |  |  |
|  |  |  |  |  |

We aim to transform our Wealth businesses, leveraging the

Group's technology and AI as major enablers, while promoting

globalization and simplification to enhance value and the service

we provide to our clients.

To deliver on this ambition, our priorities for 2026 are organized

around the following growth levers:

• Customer experience. Provide enhanced value-added products

and services to our clients, while expanding our geographical

footprint into relevant markets and simplifying our product

offering.

Continue to develop strategic initiatives and businesses with

significant growth potential through the launch and

development of our Insurance & Asset Management Solutions,

the business line that will bring together our insurance and asset

management activities from 2026 onwards:

• Further evolve our Life & Investment platform by integrating

the end-to-end value chain of liquid and illiquid asset

management and pursuing growth through enhanced

origination and distribution, strategically supported by our

proprietary asset management vehicles.

• Continue to grow our Protection Platform, which integrates

Property & Casualty, which are fee-generating businesses,

seeking to maximize the value of existing joint ventures.

• Operational leverage. Continue to increase the global reach of

our service and product factories. At the same time, further

reinforce collaboration with other global businesses by

leveraging synergies across our activities to drive value creation

and enhance operational leverage.

• Global platforms. Progress in the development, transformation

and digitalization of our operations and distribution model

leveraging technology, data and AI, enabling us to offer

personalized value proposition and services to our customers,

while improving distribution models.

Leverage AI to increase hyper-personalization and next

generation advisory in Private Banking, develop analytical

capabilities to provide each insurance customer with the most

suitable protection offer, and continue end-to-end process

transformation in asset management.

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|  | Customer experience |  |  | Operational leverage |  |  | Global platform |  |
|  |  |  |  |  |  |  |  |  |
|  | Provide our customers  with enhanced value-added  products  and  personalized  services |  |  | Globalize  our operations  and product factories while  simplifying our processes  and value proposition |  |  | Develop common  digital  platforms  to transform  our operations and  distribution capabilities |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |

Annual report 2025545

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Payments |  |  | Our priorities for 2026 are to:  → Accelerate our growth in total payment volumes through the development of new  products and international expansion to generate new revenue for the Group.  → Continue the migration of the Group’s payments to global platforms to capture  operational efficiencies derived from the Group’s scale. |
|  | Payment Solutions |  |  |
|  | Single infrastructures  for payment solutions |  |  |
|  |  |  |  |

Given that our payments platform strategy is now largely

established, we are positioning Payments, now named Payment

Solutions, as the Group’s payments platform business.

As a result, from 2026 onwards, our cards business will be

integrated into Retail, while the Group’s card processing platform

(Plard), will remain within the Payment Solutions business,

together with A2A payment processing.

Payment Solutions thus comprises of Getnet, Getnet Platforms,

consisting of A2A and card payment processing platforms, and

Ebury.

Our aim is to strengthen our position as a leading global payment

platform, with sustainable growth in all regions and the open

market, while accelerating technological innovation. To achieve

this, we will focus on the following levers:

• Getnet

• Drive profitable growth and strategic partnerships through the

distribution of products via Santander and other partners (i.e.,

software companies, payment facilitators).

• Strengthen our product and technology capabilities through

the creation of hybrid teams that enable us to accelerate the

development and global expansion of our products and value-

added services.

• Optimize our operational processes, unifying and making our

technological solutions more efficient.

• Make progress in simplification, shifting to more agile

processes by introducing AI initiatives.

• Getnet Platforms

• Continue the migration of Group A2A payments to our new

single platform.

• Leverage scale and connectivity to continue reducing cost-per-

transaction, while expanding the range of services through the

single platform.

• Develop and deploy our instant cross-border payments

solution.

• Complete the implementation of our global card platform in

Brazil, Mexico, Chile, Spain, Portugal and the UK, integrating it

into local banks and enabling portfolio migration and the

decommissioning of legacy systems.

• Ebury

• Strengthen the customer franchise through product

development, enhanced commercial capabilities and

geographical expansion.

• Introduce tailored products to capture verticals such as mass

payments.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | | |  | | |  | | |
|  | Customer experience |  |  | Operational leverage |  |  | Global platform |  |
|  |  |  |  |  |  |  |  |  |
|  | Deliver best-in-class  payment solutions,  leveraging our global  and local scale |  |  | Reduce cost per transaction  through capex optimization  and operational efficiency |  |  | Migrate volumes to  common global platforms  to gain scale  and offer  competitive pricing  in the open market |  |
|  |  |  |  |  |  |  |  |  |

Annual report 2025546

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

![Riesgos_ENG.jpg]()

Risk management and compliance

Annual report 2025547

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |
| --- | --- |
|  |  |
| [1. Risk management and control model](#ifd267db8a3954cee9195a6debe7bab1e) | [548](#ifd267db8a3954cee9195a6debe7bab1e) |
| [1.1 Risk principles and culture](#i87a78d2ba3df46da9b193e86c57bbfc0) | [548](#i87a78d2ba3df46da9b193e86c57bbfc0) |
| [1.2 Key risk types](#i50dc92a076234ec39d3284951f528ed5) | [548](#i50dc92a076234ec39d3284951f528ed5) |
| [1.3 Risk and compliance governance](#i3cbc233e9de94a34b715c4c733f8f08d) | [549](#i3cbc233e9de94a34b715c4c733f8f08d) |
| [1.4 Risk management processes and tools](#i89298454f05b4058bb5abc7d2dac0edc) | [551](#i89298454f05b4058bb5abc7d2dac0edc) |
| [Risk appetite and structure of limits](#i0078ac4f443b4f0b83788d9c05570125) | [551](#i0078ac4f443b4f0b83788d9c05570125) |
| [Risk profile assessment (RPA)](#if17fe55ca3e847cb8c2afb56762f2678) | [553](#if17fe55ca3e847cb8c2afb56762f2678) |
| [Scenario analysis](#i4fe728d13b0d49ed8dcc9f25b79c38a0) | [553](#i4fe728d13b0d49ed8dcc9f25b79c38a0) |
| [Risk reporting structure](#i388533ba31c44545966b10b69881fca9) | [554](#i388533ba31c44545966b10b69881fca9) |
| [1.5 Internal control system](#i99aafda09c004b518ae0bbc1d1a9fdf4) | [555](#i99aafda09c004b518ae0bbc1d1a9fdf4) |
| [2. Credit risk](#i96598ae050aa498eac201948bd23efb4) | [556](#i96598ae050aa498eac201948bd23efb4) |
| [2.1 Introduction](#i54ab2ce33832409a86f0dcf0d5bdc6f6) | [556](#i54ab2ce33832409a86f0dcf0d5bdc6f6) |
| [2.2 Credit risk management](#ic1cd0466fbda4155aeef6090aca501d5) | [556](#ic1cd0466fbda4155aeef6090aca501d5) |
| [2.3 Key metrics](#icd235f12c2c54a369f25b5994fa632fa) | [557](#icd235f12c2c54a369f25b5994fa632fa) |
| [2.4 Other credit risk details](#i45423c46b11e4a1aa124a3788b44bb62) | [563](#i45423c46b11e4a1aa124a3788b44bb62) |
| [3. Market, structural and liquidity risk](#i36ced9d3255e44b19ebe1f924fcac9fb) | [568](#i36ced9d3255e44b19ebe1f924fcac9fb) |
| [3.1 Introduction](#i5de1e3653649413dbee50b455bffa6ab) | [568](#i5de1e3653649413dbee50b455bffa6ab) |
| [3.2 Market risk management](#i9ed5de04dc9345ac893de25573bd4afd) | [568](#i9ed5de04dc9345ac893de25573bd4afd) |
| [3.3 Key market risk metrics](#i6932b61bbbab4f58a9e0354be051ab0b) | [571](#i6932b61bbbab4f58a9e0354be051ab0b) |
| [3.4 Structural balance sheet risk management](#i0a66263c9fa34b818b53e86449005934) | [574](#i0a66263c9fa34b818b53e86449005934) |
| [3.5 Key structural balance sheet risk metrics](#i613893587556467ab9796a4aeb9485bd) | [575](#i613893587556467ab9796a4aeb9485bd) |
| [3.6 Liquidity risk management](#ic091c083ef1e4b1d8bfa2a6c622df676) | [577](#ic091c083ef1e4b1d8bfa2a6c622df676) |
| [3.7 Key liquidity risk metrics](#i52c36c8fc96f4fc58e92898c380aa35a) | [578](#i52c36c8fc96f4fc58e92898c380aa35a) |
| [3.8 Actuarial, pension and insurance risk management](#i9decb84765b741f4a9e748979c5b86be) | [579](#i9decb84765b741f4a9e748979c5b86be) |
| [4. Capital risk](#idb9254d8236e4f129818f9e6951b429e) | [580](#idb9254d8236e4f129818f9e6951b429e) |
| [4.1 Introduction](#i1abdacfbdc354776941677789acdf7a0) | [580](#i1abdacfbdc354776941677789acdf7a0) |
| [4.2 Capital risk management](#if81de356149944459a03a3d7f1d8765d) | [580](#if81de356149944459a03a3d7f1d8765d) |
| [4.3 Key metrics](#i8bc828f4739946c4a7e760900ea778e1) | [581](#i8bc828f4739946c4a7e760900ea778e1) |
| [5. Operational risk](#i735ec6d47447491cbd989b7c8c057ca8) | [582](#i735ec6d47447491cbd989b7c8c057ca8) |
| [5.1 Introduction](#i1d3b1eaa901c40b19a0a907686f67e92) | [582](#i1d3b1eaa901c40b19a0a907686f67e92) |
| [5.2 Operational risk management](#i8828b8f5f147454dac7c37cb679da2a8) | [582](#i8828b8f5f147454dac7c37cb679da2a8) |
| [5.3 Key metrics](#icc722157275645ddb3574e69beb23866) | [587](#icc722157275645ddb3574e69beb23866) |
| [6. Compliance risk](#i2efdd633cbad4518aa4409381b958b33) | [588](#i2efdd633cbad4518aa4409381b958b33) |
| [6.1 Introduction](#i818e9dc99f8c4e16a1398cb56a1f71f7) | [588](#i818e9dc99f8c4e16a1398cb56a1f71f7) |
| [6.2 Compliance risk management](#i9da165fc4383455fa150d2b96221dbfe) | [588](#i9da165fc4383455fa150d2b96221dbfe) |
| [7. Model risk](#i3570272e5bdb4eb899000b445c7ac7ab) | [594](#i3570272e5bdb4eb899000b445c7ac7ab) |
| [7.1 Introduction](#i1ca5b323ba1a4022927902f81ec1485b) | [594](#i1ca5b323ba1a4022927902f81ec1485b) |
| [7.2 Model risk management](#id5f62dbd16c7430c913a1163a21b9766) | [594](#id5f62dbd16c7430c913a1163a21b9766) |
| [8. Strategic risk](#i8320b2e599bd4ef2b3c6207486787f37) | [596](#i8320b2e599bd4ef2b3c6207486787f37) |
| [8.1 Introduction](#i7e543d62b04d4a569a4736833bc8ab3f) | [596](#i7e543d62b04d4a569a4736833bc8ab3f) |
| [8.2 Strategic risk management](#i96d50d59af06465589d703db8a6679a9) | [596](#i96d50d59af06465589d703db8a6679a9) |
| [8.3 Emerging risks in 2025](#i454e7e5ecfd94e82835a83edfe47a600) | [597](#i454e7e5ecfd94e82835a83edfe47a600) |

Annual report 2025548

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

1. Risk management and control model

Our risk management and control model is based on common

principles, a solid risk culture, a clear governance structure and

advanced management processes to manage different risk types.

Sound corporate governance is essential to the functioning of

banks and, in particular, to risk management. At Grupo Santander,

our governance structure enables the board of directors and senior

management to make informed strategic decisions, oversee risks,

and verify that we manage them in line with the risk appetite and

limits we set.

#### 1.1 Risk principles and culture

Risk management and control follow the principles set out below

and abide by our risk culture (Risk Pro). These principles are

mandatory, meet regulatory requirements, and conform to market

best practice:

1. All employees are responsible for risk management. They

must understand the risks arising from their activities and take

ownership for managing them.

2. Senior management involvement. Through conduct, actions

and communications, senior management promotes consistent

risk management, fosters our risk culture, and oversees that the

risk profile remains within the appetite set.

3. Independence: Risk management and control functions operate

independently according to our three-lines-of-defence model

(described in section [1.3 ‘Risk and compliance governance’](#i6ecb2a0d58d04b53bfadfa2a833efaa7_799)),

with clearly defined roles and responsibilities.

4. Holistic, forward-looking approach: We take a comprehensive

approach to risk management and control that extends to all

businesses and risk types that could have a material impact.

This approach is forward-looking and considers trends across

several time horizons and scenarios.

5. Corporate oversight of subsidiaries: Banco Santander sets

minimum risk management and control standards through

reference documents. Subsidiaries are responsible for

translating these standards into their own internal policies and

procedures.

Risk culture -

#### Risk Pro

One of the pillars of the Group’s culture — The Santander Way — is

our solid risk culture, Risk Pro (or I AM RISK in the US), a key lever in

the Group’s purpose of helping people and businesses prosper.

Risk Pro first and foremost reflects each employee’s individual

responsibility for the risks they take in their day-to-day activity, as

well as their contribution to the proper and responsible

identification, assessment and management of those risks.

Our risk culture is embedded in every stage of the employee life

cycle: talent selection, training, day-to-day work, remuneration

and recognition.

In 2025 we strengthened communication and awareness plans as

key tools to embed our risk culture across all units. Over the year

we focused in particular on reinforcing the attitudes that all

employees need to adopt for effective risk management: being

aware of the risks around us, staying alert, taking ownership and

speaking up so we can act as quickly as possible.

We also improved both the process and the content of mandatory

training and further strengthened model governance. These

initiatives not only help reinforce our risk culture, they also

strengthen employees’ ability to act responsibly and ethically in

their daily work, managing appropriately the risks they face.

|  |  |
| --- | --- |
|  |  |
|  | For more details about Group's risk culture, see section [4.1 'Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_202)  [culture'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_202)  in the 'Sustainability statement' chapter. |

#### 1.2 Key risk types

At Grupo Santander, we have processes in place to identify,

measure, manage, control and report the risks to which we are

exposed, both in day-to-day activity and under special

circumstances.

In addition, for each key risk type, the risk and compliance

functions have appropriate internal standards that set out all

processes and tools, roles and responsibilities, and the

requirements for proper governance, which helps establish an

appropriate control environment.

Annual report 2025549

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Our corporate risk framework defines these risk types (additional

information on each type is available in the corresponding

sections):

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | [Credit risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_808) |  |  |  | [Operational risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_862) |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | [Market risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_823) |  |  |  | [Financial crime risk](#i9debb8554f914eec8acc4cc09506b879_11512) |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | [Liquidity risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_841) |  |  |  | [Model risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_883) |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | [Structural risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_835) |  |  |  | [Reputational risk](#i9debb8554f914eec8acc4cc09506b879_11513) |  |  |
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|  |  |  |  |  |  |  |  | [Strategic risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_892) |  |  |
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These risks may be potentially affected by a range of factors that

we need to identify and assess in a manner consistent with

regulatory requirements and prevailing industry practices. These

include:

• geopolitical developments (international conflicts, economic and

monetary policy decisions, new regulations or trade tensions);

• digital and transformation initiatives linked to changes in

technology or business models, and

• sustainability factors, which includes natural and climate-related

drivers (such as extreme events and the depletion or scarcity of

natural resources, and impacts arising from the transition to a

more sustainable economy), social factors (related to human

rights and people’s wellbeing and interests), and good

governance practices, both within Grupo Santander and across

the stakeholders with whom we interact.

#### 1.3 Risk and compliance governance

Santander’s risk and compliance governance structure emanates

from the board of directors and is organized to maintain autonomy

between management and control functions, in line with the three-

lines-of-defence model.

Adoption of the corporate frameworks across the Group’s units

provides a common governance model that each subsidiary

replicates.

#### Lines of defence

Our risk governance provides for clear segregation and allocation

of duties across the three lines of defence to support effective risk

management and control. This management and control model is

key to maintaining the resilience of Grupo Santander:

|  |  |  |  |
| --- | --- | --- | --- |
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| 1 st |  | Business functions, as well as all other functions that  generate risk, constitute the first line of defence.  They must establish an appropriate environment to  manage all risks associated with the business and  support compliance with internal policies and  regulation. Risk management must operate within  the approved risk appetite and associated limits. The  first line executes mitigation plans for risks where  weaknesses are identified in its control environment. |  |
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| 2 nd |  | The second line of defence, comprising the risk and  compliance functions, independently oversees and  challenges the risk management activities that the  first line carries out. Its role is to help verify that we  manage risks in line with the established risk  appetite and to promote a strong risk culture across  the organization. |  |
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| 3 rd |  | The internal audit function is independent and  provides the board of directors and senior  management with assurance on the quality and  effectiveness of internal control processes and  systems, risk management (current or emerging) and  governance, while assessing compliance with  applicable regulation, thereby helping safeguard and  protect the organisation’s value, solvency and  reputation. |  |
|  |  |  |  |

The risk, compliance and internal audit functions have an

appropriate degree of separation and independence. Each has

direct access to the board of directors and its committees: the risk

and compliance functions report to the risk supervision, regulation

and compliance committee, and the internal audit function reports

to the audit committee.

#### Risk and compliance committees' structure

At Grupo Santander, our risk and compliance governance applies to

both day-to-day activity and special situations. It is underpinned by

a defined committee structure that spans from the board of

directors and its committees to first-tier committees and specialist

forums.

The goals are clear: to enable effective risk decision-making,

oversee risk control, and support the management of risks in line

with the Group and subsidiary board-approved risk appetite. To

achieve this, we keep the risk-taking and control lines separate.

Annual report 2025550

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

The board of directors has final oversight of risk and compliance

management and control to promote a sound risk culture and to

review and approve risk appetite and policy, with support from its

risk supervision, regulation and compliance committee (RSRCC)

and its executive committee.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see section [4.8 ‘Risk supervision, regulation and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544)  [compliance committee activities in 2025’](#i6ecb2a0d58d04b53bfadfa2a833efaa7_544) in the 'Corporate governance'  chapter. |

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|  | Board level: |  |  |  | Shareholders.gif  Board of directors | | | |  |  |  |  |
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|  |  | Risk management | | | |  | Risk control | | | | |  |
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|  |  | SettingsGear.gif | Executive committee | | |  | Lupa.gif | Risk supervision, regulation  and compliance committee | | | |  |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  | Executive  level: | PeopleInteraction.gif | Executive risk  committee (ERC) |  |  | Risk control  committee (RCC) |  |  | Compliance  committee |
|  |  |  |  |  |  |  |  |  |  |
|  | Chair: | CEO | |  | CRO | |  | CCO | |
|  |  |  |  |  |  |  |  |  |  |
|  | Frequency: | Weekly | |  | Monthly | |  | Quarterly | |
|  |  |  |  |  |  |  |  |  |  |
|  | Fora: | • Model approval forum  • Risk proposal forum | |  | • Market, structural, liquidity and  capital risk control forum  • Credit risk control forum  • Provisions forum | |  | • Corporate product governance  forum  • Financial crime compliance  forum | |

Our governance structure also includes key roles and executive

committees that strengthen oversight and support the effective

performance of the control function.

The Group Chief Risk Officer (CRO) leads the implementation and

execution of the risk strategy, promotes an appropriate risk

culture, and oversees all risks, as well as challenging and advising

the business lines on their risk management.

The Group Chief Compliance Officer (CCO) leads the

implementation and execution of the compliance strategy and is

responsible for the control and oversight of risks within scope,

reporting on them to the CRO.

Both have direct access and report to the risk supervision,

regulation and compliance committee and to the board of

directors.

The executive risk committee, the risk control committee and the

compliance committee form part of the executive-level

committees, with powers delegated by the board’s executive

committee.

#### Executive risk committee (ERC)

This committee manages all risks and may approve, amend or

escalate transactions that may pose significant risk, as well as

decide on the most significant models. It makes top-level risk

decisions in line with the Group’s risk appetite.

The ERC comprises the chief executive officer and other members

of senior management, with the risk, compliance and finance

functions represented. The Group CRO has veto power over the

committee’s decisions.

#### Risk control committee (RCC)

The RCC oversees risks and provides a Group-wide view. It verifies

that business lines are managed within the board-approved risk

appetite, identifies and assesses the impact of current and

emerging risks on the Group’s profile, and oversees transformation

and change management.

The head of the risk function chairs the committee, which

comprises senior managers from compliance, finance and financial

accounting and control, among others. In addition, subsidiary CROs

participate regularly to report on their risk profile.

Annual report 2025551

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Compliance committee

This committee oversees compliance risk management and

reviews remedial actions when new compliance risks arise or when

control weaknesses are identified.

It comprises senior managers from compliance, risk and general

intervention, among others. The chair has a casting vote.

The executive-level committees delegate part of their

responsibilities to forums and/or standing meetings to manage and

control each risk type. These forums, shown in the previous chart,

are responsible for:

• informing the CRO and CCO, as well as the risk control

committee and compliance committee, on whether risks are

being managed in line with the approved risk appetite;

• conducting regular follow-up for each key risk type; and

• overseeing the measures adopted to meet supervisors’ and

auditors’ expectations.

In addition, Grupo Santander may introduce additional governance

measures for special situations to reinforce the monitoring of all

risks, with particular focus on trends in key macroeconomic

indicators and liquidity, the identification of vulnerable sectors/

customers, and the strengthening of cybersecurity, among other

aspects. Activating these special-situations forums helps the Group

address the effects of the geopolitical and macroeconomic

environment with resilience.

#### Group relationship with subsidiaries

Grupo Santander subsidiaries’ risk and compliance management

and control model is consistent with the frameworks approved by

the Group board of directors. Subsidiaries adhere to the

frameworks through their own respective boards. We keep the

frameworks continuously up to date through an annual review and

recurring adjustments to reflect legislative changes and

international best practices.

As part of our aggregated risk oversight, we challenge and review

subsidiaries’ internal regulations and activities. This enables us to

maintain a common risk management and control model across

the Group.

The risk and compliance functions support the businesses and

oversee risks at both global and local levels. In addition, over the

year we continued to strengthen the Group–subsidiary relationship

model, leveraging our global scale to identify synergies under a

common operating model and shared platforms. The model

promotes process simplification and the reinforcement of control

mechanisms to support the growth of our businesses.

Our Group–subsidiary governance model (GSGM) sets out the

principles that govern the relationship between Group key roles

and the subsidiaries, which helps safeguard the independence of

local second lines. The CRO and CCO take part in the appointment,

objectives, performance reviews and remuneration of their local

counterparts, which helps confirm that they are controlling risks

appropriately.

We continue to strengthen the relationship between the Group and

its subsidiaries through close cooperation among our subsidiaries

to develop common initiatives more efficiently, such as:

• Transformation of organizational structures, sharing benchmarks

across countries and contributing to the function’s strategic

vision to promote the rollout of more advanced risk-

management infrastructures and practices.

• Exchange of best practices to strengthen processes and drive

innovation.

• Promotion of internal talent and geographic/functional mobility.

fostering team diversity to reflect the diversity of the

environments in which we operate.

• Continuously investing in the development of our risk

professionals, fostering innovation and decision quality, and

promoting a global mindset is key to strengthening

organisational resilience.

The GSGM model also applies to the Group’s global businesses.

This gives us a global-local organization in which countries

ultimately remain responsible for delivering the budget, the

business and customer strategy, and financial management, while

the global businesses lead shared initiatives through common

operating models and shared technologies, improving local

performance.

|  |  |
| --- | --- |
|  |  |
|  | For more details on our relationship with our subsidiaries, see section  [7](#i6ecb2a0d58d04b53bfadfa2a833efaa7_586) [. ‘Group structure and internal governance’](#i6ecb2a0d58d04b53bfadfa2a833efaa7_586)  in the 'Corporate  Governance' chapter. |

#### 1.4 Risk management processes and tools

In the following section, we describe Grupo Santander's main

processes and tools to carry out effective risk management.

Risk appetite and structure of limits

Risk appetite is the aggregate level and types of risk we deem

prudent for our business strategy, even in unforeseen

circumstances.

It is expressed through qualitative statements and quantitative

limits and metrics representative of the bank’s desired risk profile,

covering all material risks to which we are exposed.

To promote a comprehensive and forward-looking coverage of

these risks, we apply common corporate methodologies for risk

identification and assessment across geographies and activities,

including emerging risk analysis and risk and control self-

assessments (RCSA). These processes support the timely

identification of structural and evolving risks, including those

arising from geopolitical developments and broader macro-

financial conditions, and inform the calibration and ongoing review

of the Group’s risk appetite.

|  |  |
| --- | --- |
|  |  |
|  | For more details on these exercises see sections ‘Management and  control model’ 5 [.2 Operational risk management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_868)  and  '8.3  [Emerging risks'.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_901) |

Annual report 2025552

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Santander structures its risk appetite across five axes, which

together provide a holistic view of the risks incurred in the

development of our business model:

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|  | Key risks | | | | | | | | | | | | | | | | | |
| Risk Appetite  axes | Credit |  | Market |  | Liquidity |  | Structural |  | Operational |  | Financial  Crime |  | Model |  | Reputational |  | Strategic |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| P&L volatility | Control of P&L volatility associated with business plan under baseline and stressed conditions | | | | | | | | | | | | | | | | |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Solvency | Control of capital ratios under baseline and stressed scenarios (aligned with the Internal capital adequacy  assessment process - ICAAP) | | | | | | | | | | | | | | | | |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Liquidity | Control of liquidity ratios under base and stress scenarios (aligned with the Internal liquidity adequacy  assessment process - ILAAP) | | | | | | | | | | | | | | | | |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Concentration | Control of concentration levels in customers, sectors and portfolios | | | | | | | | | | | | | | | | |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Non financial  risks & control  environment | Solid controls on non financial risks aimed to minimize financial, operative, technological losses, as well as  legal and regulatory breaches, and conduct events or reputational damage | | | | | | | | | | | | | | | | |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

The main elements underpinning Santander’s risk appetite and

defining our business model are:

• a medium-low, predictable target risk profile, customer focus,

internationally diversified operations and a  significant  market

share;

• stable, recurrent earnings and shareholder remuneration,

sustained by a sound base of capital, liquidity and sources of

funding;

• autonomous subsidiaries that are self-sufficient in terms of

capital and liquidity to safeguard their risk profiles against

compromising the Group’s profile;

• an independent risk function and a senior management actively

engaged in supporting a robust control environment and risk

culture; and

• a conduct model that protects our customers and our 'Simple,

Personal and Fair' culture.

Risk appetite is governed throughout the Group by the following

principles:

• Risk appetite is part of the board's duties . The board prepares

the risk appetite statement (RAS) for the whole Group every year.

Through a cascading-down process, each subsidiary's board also

sets its own risk appetite.

• Comprehensiveness and forward-looking approach. Our

appetite includes all material risks to which we are exposed and

defines our target risk profile for the current and medium term,

with a forward-looking view that considers stress scenarios.

• Common standards embedded in the day-to-day risk

management. The Group shares the same risk appetite model,

which sets common requirements for processes, metrics,

governance bodies, controls and standards. This facilitates

effective and traceable embedding of risk appetite into more

granular management policies and limits across our subsidiaries.

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|  |  | RAF |  |  |  |  |  |  |  |  |  |  |  |
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|  | RAS  (Board risk appetite  statement and limits) | | | | |  |  |  |  |  |  |  |  |
|  |  | Group's RAS | | | |  |  |  |
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|  |  |  |  |  | RAS  Unit 1 | |  | RAS  Unit 2 | |  | RAS  Unit n | |  |
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|  | RAF  management  limits | |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Global  limits &  policies | |  | Risk  limits  & policies  Unit 1 | |  | Risk  limits  & policies  Unit 2 | |  | Risk  limits  & policies  Unit n | |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |

RAF Risk appetite framework.

Annual report 2025553

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

• Continuous monitoring and adaptation. Risk appetite is

regularly monitored, reviewed and updated to reflect changes in

market conditions, regulatory requirements and supervisory

expectations. Compliance with risk appetite limits is monitored

on a regular basis through dedicated reporting to senior

management and the board and its committees. Breaches or

potential breaches are subject to predefined escalation,

remediation and follow-up processes, with oversight

proportionate to their materiality through senior management

and the Group’s governing bodies.

• Alignment with strategy and business plans. Before approving

the three-year strategic plans, annual budget, and capital and

liquidity plans, the Group verifies their consistency with the

limits set in the Risk Appetite Statement. We promote the

alignment of strategic and business plans with our risk appetite

by:

• considering the risk appetite, long-term strategic view and the

risk culture when drafting strategic and business plans.

• challenging business and strategic plans against the risk

appetite. Misalignments trigger a review of either the three-

year strategic plan (to make sure we stay within RAS limits) or

risk appetite limits, with independent governance.

• continuous monitoring of risk appetite compliance through the

three lines of defence model.

![LineasDefensaApetitoENG.jpg]()

Through this framework, Santander establishes clear boundaries

for risk-taking, promotes consistency between strategy and risk

tolerance, and reinforces the board’s oversight of the Group’s risk

profile. This approach underpins the resilience of our capital and

liquidity position and supports the sustainable execution of our

business model across the economic cycle.

Risk profile assessment (RPA)

At Grupo Santander we identify, assess and determine the risk

profile for all risks arising from our activities. Our risk framework,

which we review every year, defines the key risk types based on

the main risk identification and assessment exercises.

Risk identification covers all processes to detect internal and

external risks and vulnerabilities we face. These processes raise

awareness among the responsible functions and form the starting

point for managing and controlling those risks.

Risk assessment comprises the processes to determine, both

quantitatively and qualitatively, the relevance of the risks

identified. It considers both inherent risk, before mitigants and

controls, and the level of residual risk.

We systematically assess the Group’s risk profile and that of its

subsidiaries using a single RPA methodology. This methodology

rests on fundamental principles: shared accountability of all

functions, efficiency, common methodologies, full coverage,

materiality and a focus on corrective and mitigating actions.

Risk profile calculation uses a scoring system with four materiality

categories (low, medium-low, medium-high and high). This system

helps monitor the risk appetite approved by the board of directors.

It also provides a global view of risks at a given point in time,

identifies weaknesses in management and possible deviations

from the business plan, and supports corrective action. This

approach reflects prudent risk management, underpinned by

strong capital ratios and sound liquidity levels.

We aim to maintain a stable medium-low risk profile in an

environment marked by market volatility, the gradual decline in

inflation and geopolitical tensions. Thanks to prudent and forward-

looking management, we closed the year with strong profitability

indicators, sound asset quality and a solid liquidity risk profile.

#### Scenario analysis

Scenario analyses enable us to measure the resilience of our

balance sheet, financial statements and our capital adequacy under

stressful conditions. We use the findings of these analyses to

review our risk appetite and draw up actions to mitigate expected

losses or, if needed, to reduce capital and liquidity.

Scenario analyses also enable senior management to comprehend

the nature and scope of the vulnerabilities to which the Group is

exposed in the execution of its business plan.

Our Research department plays a key role in determining

scenarios, macroeconomic variables and other factors that can

affect our risk profile in our markets.

We conduct a systematic review of our risk exposure under base,

adverse and favourable scenarios that predict an impact on

solvency and liquidity. These exercises are fundamental to our

processes:

• Regulatory exercises  based on EU and domestic supervisors'

guidelines.

Annual report 2025554

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

• Business planning to help set the Group’s risk strategy and

profile, with:

• internal capital and liquidity adequacy assessment processes

(ICAAP and ILAAP) that measure capital and liquidity in various

scenarios;

• budget and strategic planning when implementing a new risk

approval policy, in assessing the risk profile or when

monitoring specific portfolios and business lines;

• our annual recovery plan, which specifies which tools Grupo

Santander could use to survive a severe financial crisis. The

plan’s financial and macroeconomic stress scenarios have

various levels of severity, plus idiosyncratic and/or systemic

events; and

• risk appetite, with stressed metrics to determine how much

risk we want to expose ourselves to.

• Recurrent risk management also uses scenario analyses for:

• provisions estimates, which involve adjusting the value of

credit operations due to existing or prospective risk factors that

have not been considered in the initial approval and rating

process, both for individual customers and for the portfolio as a

whole; and

• regular credit, market and operational risk stress tests that

simulate changes in expected losses to estimate required

capital and absorb unexpected losses, as well as establishing

appropriate mitigation measures.

|  |  |
| --- | --- |
|  |  |
|  | For more details on scenario analysis, see sections 3[.2 ‘Market risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_829)  [management’](#i6ecb2a0d58d04b53bfadfa2a833efaa7_829)  and 3 [.6 'Liquidity risk management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_841)  and section  ['Expected loss estimation'](#i91c9cc79a7bf4cd39ca808eaeb30363f_15571)  in Note 54 to the consolidated financial  statement. |

• Climate change scenario analysis, for which we have embedded

the scenarios defined by the Intergovernmental Panel on Climate

Change, which our Research department integrates and expands

by adjusting them to more specific variables by country and

sector to offer a more complete and tailored view of our

portfolios.

This enables us to boost our forward-looking capabilities to

quantify the impact on our customers of a transition to a lower

greenhouse gas emissions economic model, as well as potential

physical risk events.

To make stress testing more consistent and robust:

• Our three lines of defence and senior management are involved

in scenario analysis governance and oversight.

• The models we develop estimate future metric values (e.g. credit

losses).

• Our backtesting and reverse stress exercises challenge model

outcomes regularly.

• Our teams contribute expert opinions and a vast understanding

of portfolios.

• And we thoroughly monitor models, scenarios, assumptions,

results and mitigating management measures.

Amid an environment characterized by a high degree of

macroeconomic and geopolitical uncertainty, driven by

international tensions and the US government’s trade policy, as

well as a disinflation trend that is starting to translate into a

gradual normalization of monetary policy by central banks, the

Group has strengthened its use of scenario analysis as a key tool to

identify, assess and manage risks. This environment is also shaped

by resilient labour markets, early signs of slowdown in certain

economies, developments in sectors that are relevant to the

Group’s business — such as real estate and automotive — and the

materialization of climate events with potential financial impact.

Against this backdrop, the Group has strengthened its ability to

anticipate and respond by identifying action points early and

improving reporting and monitoring processes, in line with the

prudence and consistency principles required by the applicable

regulatory frameworks. The analysis has incorporated a granular

view by geography and sector, with a particular focus on the

customer segments most vulnerable to shifts in the

macroeconomic environment and the occurrence of specific events,

to support decision-making and preserve the Group’s solvency.

During 2025, the Group intensified processes to identify, escalate

and monitor risks linked to a volatile environment, while

maintaining ongoing communication on the impacts arising from

ongoing armed conflicts, trade tensions, supply chain disruptions,

potential corrections in financial market valuations, exchange rate

movements and the financial effects associated with adverse

climate events. The Group also continued to embed in its

management framework those emerging risks that could, directly

or indirectly, affect its risk profile, consistent with regulatory

requirements and supervisory best practices.

Risk reporting structure

To provide the governing bodies and senior management with a

comprehensive and up-to-date view of the risk profile that

supports sound decision-making, we produce regular consolidated

reports on current and emerging risks. This is a dynamic,

comprehensive report tailored to business needs, which prioritises

and presents the most relevant risks in a timely manner.

Our reporting covers the main risk types defined in the corporate

framework, together with any other key elements required for

their proper assessment. It also provides a consolidated view of the

overall risk set, while maintaining the quality and consistency of

information in line with the corporate data framework.

The report’s structure reflects an appropriate balance between

data, analysis and qualitative commentary, and incorporates

forward-looking metrics, risk appetite information, limits and

emerging risks, among other aspects.

We continue to enhance the report by simplifying and automating

processes, and by introducing controls that provide greater

flexibility and adaptability to new needs.

In 2025, we continued to report and monitor all the impacts

stemming from ongoing armed conflicts; escalated the various

risks associated with a volatile macroeconomic and geopolitical

environment; and considered emerging risks that could have a

direct or indirect impact on the Group.

Annual report 2025555

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 1.5 Internal control system

Our internal control system (ICS) comprises the risk and control

processes that Grupo Santander’s board of directors, senior

management and all employees carry out within a scheme of

individual responsibilities. Its aim is to provide reasonable

assurance regarding operational effectiveness, the reliability of

financial and non-financial reporting, compliance with internal

policies, acting responsibly, and covering every process across the

organization (business, risk and support areas).

Our ICS is consistent with the most demanding international

standards and follows the guidelines set out by the Committee of

Sponsoring Organisations of the Treadway Commission. It is based

on these principles:

• Tone at the top:  The board of directors oversees the integrity of

the ICS, while senior management is responsible for its proper

implementation. Both act as a channel to raise awareness of the

ICS’s importance across the organisation.

• Risk control self-assessment (RCSA): A process to assess Grupo

Santander’s ICS risks and controls that enables dynamic and

proactive measurement of the likelihood and exposure of each

operational risk linked to achieving the organization’s objectives,

including operational risks arising from the management of

financial risks (credit, market, structural, etc.), once the operating

effectiveness of the related controls has been assessed for

mitigation or to reduce exposure.

• Oversight: Ongoing reviews of ICS effectiveness to manage any

significant deterioration and monitor mitigation plans to support

proper resolution. Oversight of ICS implementation helps

maintain its effectiveness and supports continuous

improvement.

• Governance and reporting: This supports the definition of

accurate and timely information and communication processes

for decision-making and sets out appropriate governance to

regularly assess the status and development of the ICS.

To maintain an appropriate control environment, the first line of

defence:

• identifies and documents risks and controls based on knowledge

and understanding of its businesses and processes, assessing the

risks inherent to its activities to achieve established objectives

and the controls needed to mitigate them;

• maintains a dynamic ICS to reflect, at all times, the Group’s

reality, the risks affecting it, and the controls that mitigate them;

and

• assesses risk exposure and the effectiveness of internal controls,

defining and monitoring response strategies for undesired

exposures and control deficiencies.

The Heracles internal control IT system supports all the above to

drive a comprehensive view.

The second line of defence, through the internal control assurance

function, is responsible for:

• setting criteria and methodologies and overseeing their

implementation across the Group. This helps safeguard the

suitability and integrity of internal controls that the functions

establish to provide reasonable assurance over the achievement

of defined objectives;

• overseeing and challenging ICS effectiveness, monitoring key

deficiencies and undesired risk exposures, and executing

mitigation plans properly; and

• reporting regularly an integrated view of the internal control

environment to senior management and the governing bodies to

enhance the organization’s risk management.

The main RCSA conclusions and deficiencies are set out in a report

presented to the CRO, the Chief Accounting Officer (CAO) and the

governing bodies. The results formalize the identified deficiencies

as well as their status and the plans designed for proper resolution.

This report supports the Chief Executive Officer (CEO), the Chief

Financial Officer (CFO) and the CAO in certifying ICS effectiveness

in line with the requirements of the Sarbanes-Oxley Act.

Annual report 2025556

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

2. Credit risk

#### 2.1 Introduction

Credit risk is the risk of loss arising from the default on obligations

or the deterioration in the credit quality of a customer or

counterparty to which Grupo Santander has granted financing or

with which it has entered into a contractual obligation. It is our

most material risk, both in terms of exposure and capital

consumption, and includes counterparty risk, country risk and

sovereign risk.

#### 2.2 Credit risk management

Grupo Santander’s processes for identifying, analysing, deciding on

and controlling credit risk rely on a comprehensive view of the

credit risk cycle, which covers the transaction, the customer and

the portfolio.

Identifying credit risk allows active management and effective

control of portfolios. We identify and classify external and internal

risks in each business in order to take corrective and risk-mitigating

measures when needed, through the following processes:

![Control.jpg]()

|  |
| --- |
|  |
|  |

1

#### Planning

Strategic commercial plans are a risk

management and control tool the business

and risk areas prepare for different credit

portfolios. It helps us determine business

targets, risk policies, infrastructure, to have a

holistic view of the portfolios, and draw up

actions plans aligned with our risk appetite

statement.

|  |
| --- |
|  |
|  |

2

#### Risk assessment and credit rating

Risk approval depends on the applicant’s

ability to repay the debt, for which we review

their regular sources of income, including

funds and net cash flows from any

businesses. The credit quality assessment

models are based on the credit rating engines

for each of our segments.

![Network2.jpg]()

|  |
| --- |
|  |
|  |

3

#### Scenario analysis

Scenario analyses determine potential risks in

credit portfolios; give us a better

understanding of their performance under

various macroeconomic and environmental

conditions; and enable us to bring forward

and employ management strategies to avoid

future deviations from set targets.

|  |
| --- |
|  |
|  |

4

#### Monitoring

Our holistic, regular monitoring of every

customer enables us to track credit quality,

spot risk trends early and check business

performance against original plans, which are

key to credit risk management.

![SecurityShield.jpg]()

|  |
| --- |
|  |
|  |

5

#### Mitigation techniques

Our risk approval criteria rest on assessing

borrowers’ ability to meet their financial

obligations. To do so, we analyse the funds or

net cash flows generated by their business or

their regular income, regardless of any

guarantees or collateral we may require. We

treat these as a secondary recovery route if

the primary one fails, and their purpose is to

calibrate our level of exposure and mitigate

loss in the event of default.

![CirculoCheck.jpg]()

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| --- |
|  |
|  |

6

#### Collections and recoveries

Global strategy for activities related to the

debt recovery management process, under

risk policies and independent oversight. This

approach combines customer segmentation

and digital tools to optimise collections, with

a customer-centric focus throughout the

credit cycle and geared towards maximising

recoveries.

|  |  |
| --- | --- |
|  |  |
|  | For more details on the credit cycle, see section ' [Credit risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1261)  [management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1261)  in Note 54 to the consolidated financial statement. |

1 Certain figures contained in this section have been subject to rounding to enhance their presentation. Accordingly, in certain instances, the sum of the numbers in a column or

a row in tables contained in this report may not conform exactly to the total given for that column or row.

Annual report 2025557

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### 2.3 Key metrics

 1

In 2025, developments in the credit market were shaped by

successive interest rate cuts in mature markets and some

emerging economies and the start of a new cycle of credit growth.

Against this backdrop, demand gradually recovered, with positive

growth in the main geographies where we operate.

In retail banking, mortgage lending balances began to recover,

supported by more favourable financial conditions and lower early

repayments. Consumer lending maintained a positive performance

during the year, as it is less sensitive to interest rate trends and

benefitted from a resilient labour market. In the eurozone, the

ECB’s neutral-to-expansionary monetary policy stance has already

fed through to mortgage and consumer portfolios. In the United

Kingdom, rate cuts, stable house prices and support measures

from the Bank of England drove greater credit activity.

In corporate lending, credit volumes grew in the first part of the

year, in line with the expansion phase of the investment cycle.

However, developments in US trade policy and geopolitical

tensions, together with some weaker activity and external demand

indicators, led to some slowdown in the second half of the year,

especially in Latin America, where, after a strong first half, signs of

moderation started to appear. In the United States, weaker labour

market data and greater caution on the economic outlook

prompted the Federal Reserve to cut interest rates. This helped

sustain credit activity, although in a more prudent lending

environment focused on lower-risk segments.

Our credit risk remained well diversified, with an appropriate

balance between mature and emerging markets: Spain (26%), the

United Kingdom (21%), the United States (12%) and Brazil (9%).

The distribution of credit risk by global businesses (including gross

customer loans, guarantees and documentary credits) is shown

below:

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Main credit risk performance metrics from our activity with customers  Dec. 25 data | | | | | | | | | | | |
|  | Credit risk with customers A  (EUR million) | | |  | Impaired loans  (EUR million) | | |  | NPL ratio  (%) | | |
|  | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |
| Retail & Commercial Banking | 640,483 | 643,530 | 652,382 |  | 18,998 | 20,441 | 20,961 |  | 2.97 | 3.18 | 3.21 |
| Digital Consumer Bank | 213,525 | 216,616 | 207,107 |  | 11,351 | 10,993 | 9,831 |  | 5.32 | 5.07 | 4.75 |
| Corporate & Investment Banking | 267,492 | 241,061 | 221,593 |  | 1,842 | 2,002 | 3,007 |  | 0.69 | 0.83 | 1.36 |
| Wealth Management & Insurance | 27,395 | 25,303 | 23,612 |  | 235 | 237 | 330 |  | 0.86 | 0.93 | 1.40 |
| Payments | 26,695 | 24,804 | 23,710 |  | 1,695 | 1,290 | 1,191 |  | 6.35 | 5.20 | 5.02 |
| Total Grupo | 1,181,945 | 1,157,274 | 1,133,898 |  | 34,393 | 35,265 | 35,620 |  | 2.91 | 3.05 | 3.14 |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | NPL Coverage Ratio  (%) | | |  | Net loan-loss provisions B  (EUR millions) | | |  | Cost of riskC  (%) | | |
|  | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |
| Retail & Commercial Banking | 61 | 59 | 61 |  | 5,416 | 5,846 | 6,540 |  | 0.88 | 0.92 | 1.02 |
| Digital Consumer Bank | 71 | 74 | 77 |  | 4,457 | 4,562 | 4,106 |  | 2.10 | 2.16 | 2.04 |
| Corporate & Investment Banking | 48 | 39 | 41 |  | 291 | 171 | 165 |  | 0.15 | 0.09 | 0.10 |
| Wealth Management & Insurance | 71 | 71 | 29 |  | 22 | 44 | (17) |  | 0.09 | 0.19 | -0.08 |
| Payments | 127 | 138 | 140 |  | 2,027 | 1,714 | 1,666 |  | 7.91 | 7.36 | 7.22 |
| Total Grupo | 66 | 65 | 66 |  | 12,411 | 12,333 | 12,458 |  | 1.15 | 1.15 | 1.18 |

2024 and 2023 data include the annual adjustment of the perimeter of the Global Customer Relationship Model between global businesses. Dos not affect Total Group.

Total Group includes Corporate Centre.

A. Includes gross loans and advances to customers, guarantees and documentary credits

B. Loan-loss provisions net of post write-off recoveries (EUR 1,795 million in 2025).

C. Cost of risk calculated as the ratio of loan-loss provisions over the past 12 months / average customer loans and advances to customers over the last 12 months.

|  |  |
| --- | --- |
|  |  |
|  | For more details on secondary segments, see section [2. 'Main aggregates](#i91c9cc79a7bf4cd39ca808eaeb30363f_15542)  [and variations](#i91c9cc79a7bf4cd39ca808eaeb30363f_15542)['](#i91c9cc79a7bf4cd39ca808eaeb30363f_15542)  in Note 54 to the consolidated financial statement. |

Given that until the Poland disposal was completed in January

2026, the management of Santander Polska remained unchanged,

all management metrics included in this report have been

calculated including Poland, i.e. maintaining the same perimeter

that existed at the time of the announcement of the Poland

disposal. This reporting approach is consistent with the information

used internally in management reporting, as well as with other

public Group disclosures.

Annual report 2025558

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Credit quality during 2025 was as follows:

The NPL ratio stood at 2.91% (-14 bps vs. year-end 2024), mainly

due to the Group's efforts to reduce its non-performing portfolio,

which fell 2.5% to EUR 34,393 million. Declines in Europe led the

improvement, supported by the strong performance of the

portfolios and the execution of the NPL reduction plan. Gross

customer exposure (total risk) grew 2.1% in the year to EUR 1,182

billion, driven mainly by the positive performance of the CIB

business.

Under IFRS 9 requirements, Group net loan-loss provisions (LLPs)

in December 2025 totalled EUR 12,411 million, a slight increase

from the previous year (0.6%). Nevertheless, the higher LLPs in

Corporate & Investment Banking (CIB) and Payments (mainly in

Brazil, where measures have already been taken to contain this

trend, and in Argentina, driven by the deterioration in the economy)

were offset by: (i) the better performance in Retail & Commercial,

supported by lower provisions in Spain, lower impairments in

Brazil’s consumer portfolio, and in Poland's Swiss-franc mortgage

portfolio; (ii) Digital Consumer Bank, where, despite a less

favourable performance in Germany, the US and Brazil delivered

better performance during the year.

The cost of risk stood at 1.15%, flat regarding 2024 and in line

with our target for the year, supported by the positive performance

of net loan-loss provisions and total risk.

The total NPL coverage ratio decreased slightly to 66%, with

impairment allowances of EUR 22,869 million. Coverage remained

at comfortable levels, considering that more than 65% of the

Group’s portfolio is secured by collateral.

Our credit risk management performance within the five global

businesses at December 2025was as follows:

|  |  |
| --- | --- |
|  |  |
|  | For more details on segments, see section '5[.1 Description of segments](#i6ecb2a0d58d04b53bfadfa2a833efaa7_694)  [during 2025'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_694)  in the 'Economic and financial review' chapter. |

|  |  |
| --- | --- |
|  |  |
|  | Retail & Commercial Banking |

The retail portfolio mainly comprises high credit quality mortgage

loans, around 90% of which have a loan-to-value (relationship

between the loan amount and the appraised value of the

collateral) below 80%, and a corporate portfolio where roughly

50% has real estate or other tangible collateral.

|  |
| --- |
|  |
| Portfolio distribution by geography and by performing loans  and credit impaired |
| Dec. 25 data |

![8246337223617]()

![3922]()

At December 2025, gross customer credit exposure in Retail was

distributed among mortgages (51%), corporates and institutions

(24%), SMEs (14%) and other individuals (11%).

The NPL ratio fell by 21 bps during the year to 2.97%, supported by

the reduction in impaired loans, driven by declines in Europe. Gross

customer credit exposure (total risk) remained practically stable

during the year.

The cost of risk improved by 5 bps versus 2024, to 0.88%,

reflecting the good performance of LLPs, which decreased by 7%

year-on-year, mainly drive by: (i) Spain, where the mortgage

portfolio performed well, supported by lower interest rates and a

resilient labour market; (ii) Poland, lower provisions for the Swiss

franc mortgage portfolio; and (iii) Brazil, supported by currency

depreciation and reflecting prudent risk management and a shift in

the portfolio mix.

The total NPL coverage ratio rose slightly to 61%. Given that Retail

includes the mortgage portfolios in Spain and the United Kingdom,

which are backed by high-quality collateral, we consider coverage

levels appropriate for the portfolio’s risk profile.

Annual report 2025559

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |
| --- | --- |
|  |  |
|  | Digital Consumer Bank |

This business comprises all consumer finance activity in Europe

and the Americas, including Openbank, Open Digital Services and

Santander Bank N.A Consumer. The portfolio mainly consists of

vehicle finance loans, which account for close to 80% of the

portfolio and are originated through strategic partnerships with car

manufacturers, as well as leasing and personal loans.

With the arrival of Openbank, the US retail business continues to

undergo a major transformation to become a digital bank with

branches.

|  |
| --- |
|  |
| Portfolio distribution by geography and by performing loans  and credit impaired |
| Dec. 25 data |

![5624]()

![5626]()

The NPL ratio at year-end 2025 stood at 5.32%, 24 bps higher than

in the same period in 2024, due to: (i) higher impaired loans,

mainly in Germany (due to the macroeconomic environment and

the credit quality deterioration of the corporates portfolio), Brazil

and Argentina; (ii) decrease in gross customer exposure (total risk),

linked to lower auto lending and to asset rotation initiatives in the

US.

Net loan-loss provisions declined 2.3% year-on-year, mainly

driven by better performance in the US and Brazil, with both

benefiting from FX movements.

The cost of risk fell by 7 bps versus December 2024, to 2.10%,

mainly due to a decline in provisions in the US (-13%), driven by

resilient consumer behaviour, used car prices stable at high levels,

capital relief measures.

The total NPL coverage ratio at year-end 2025 stood at 71%,

which we consider comfortable, given the positive impact of

vehicle price trends and the higher share of secured loans in the

portfolio, mainly in the US.

|  |  |
| --- | --- |
|  |  |
|  | Corporate & Investment Banking |

Corporate & Investment Banking is a wholesale business in which

over 83% of our customers have a credit rating higher than

'investment grade'. It’s a business with a strong component of

advisory services and high value added solutions.

|  |
| --- |
|  |
| Portfolio distribution by geography and by performing loans  and credit impaired |
| Dec. 25 data |

![6903]()

![6905]()

During the year, CIB showed a strong ability to deliver profitable

growth and maintain solid credit quality in a complex environment,

while keeping its strategic focus on geographic and client

diversification and on offering higher value-added products. By

business line, growth was recorded across all lines (Global

Markets, Global Banking and Global Transaction Banking).

The NPL ratio improved by 14 bps in the year, to 0.69%, after a

reduction in impaired loans of EUR c. -160 million YoY across a

range of clients and geographies, mainly in Europe and South

America. In addition, gross customer credit exposure (total risk)

increased by 11% over the year, mainly in the US and Spain, and to

a lesser extent Mexico.

Net loan-loss provisions rose 70% compared with the same period

of the previous year, mainly reflecting the performance of the

business in Brazil in a more challenging macroeconomic

environment, higher coverage for already impaired customers, and

portfolio growth in the US.

The cost of risk increased by 5 bps versus December 2024 to

0.15% as the portfolio growth did not offset the increase in

provisions.

The total NPL coverage ratio reached 48%, up 9 pp versus

December 2024, driven by higher provisions in a more challenging

economic and geopolitical environment.

Annual report 2025560

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

In 2025, CIB continued to strengthen the control environment amid

portfolio growth and heightened regulatory and supervisory

scrutiny, leveraging new technologies. Key initiatives included

reinforcing the risk infrastructure —including organisation and

governance, with a particular focus on the United States—

upgrading credit risk systems and models, defining more robust

frameworks in specific areas, and strengthening preventive risk

management capabilities.

|  |  |
| --- | --- |
|  |  |
|  | Wealth Management & Insurance |

Includes the corporate unit of Private Banking and International

Private Banking in Miami and Switzerland (Santander Private

Banking), the asset management business (Santander Asset

Management), the insurance business (Santander Insurance) and

the unit that manages the investment platforms and stakes that

complement Wealth's traditional business (the new vertical,

Portfolio Investments).

|  |
| --- |
|  |
| Portfolio distribution by geography and by performing loans  and credit impaired |
| Dec. 25 data |

![7795]()

![7797]()

The NPL ratio closed at 0.86%, down 8 bps in the year, supported

by an increase in gross customer exposure during the period

(+8.3%), with a particular focus on the Middle East portfolio and

the roll-out of secured lending in all core geographies, while

impaired loans remained stable.

Net loan-loss provisions in 2025 totalled EUR 22 million,

compared with EUR 44 million at year-end 2024.

The cost of risk rose by 10 bps in the year to 0.09%, driven by

provisions and by the portfolio growth, with a focus on collateral-

backed loans.

The total NPL coverage ratio remained stable over the year and

stood at 71%, which remains at a comfortable level given the high

share of the collateral-backed loan portfolio.

|  |  |
| --- | --- |
|  |  |
|  | Payments |

Payments brings together the Group’s digital payment services. It

offers global technology solutions for our banks and our customers

in the open market. The portfolio groups our exposure to payment

and transfer processor operations (PagoNxt) and the Cards

businesses, which are typified by rapid turnover and profitability

that is appropriate to their level of risk.

|  |
| --- |
|  |
| Portfolio distribution by geography and by performing loans  and credit impaired |
| Dec. 25 data |

![8246337223625]()

![8774]()

At year-end 2025 the NPL ratio stood at 6.35%, +115 bps versus

2024, due to higher impaired loans, mainly in Brazil and Argentina.

Meanwhile, gross customer exposure (total risk) grew by 8%

compared to the same period of 2024, supported by strong

commercial momentum across all countries, with a clear strategic

focus on growth, service quality and technological transformation,

to provide payments and cards customers with an improved

experience.

Net loan-loss provisions reached EUR 2,027 million, concentrated

mainly in Cards. In 2025, provisions increased 18% versus the

same period of the prior year, mainly in South America.

The cost of risk rose by 55 bps over the year, to 7.91%, as higher

provisions were not fully offset by portfolio growth. The early

action measures aim to improve the quality and profitability of new

production, supporting a risk profile that remains balanced against

the portfolio's economic return.

The total NPL coverage ratio of impaired assets declined to 127%.

2 Exposure at Default.

3 Probability of Default.

4 Loss Given Default.

Annual report 2025561

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Reconciliation of key figures

Santander’s 2025 consolidated financial statements disclose loans

and advances to customers before and after loan-loss reserves.

Credit risk with customers also includes off-balance sheet risk or

contingent liabilities. This table shows the relationship between

those concepts:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  | Gross credit risk with customers A | | | | | | |
|  |  | 1,181,945 | | | | | | |
|  |  |  |  |  |  |  |  |  |
| Gross credit risk with  customers | = | Gross loans and advances to customers & others | | | | | + | Contingent  liabilities |
| 1,181,945 | 1,098,453 | | | | | 83,492 |
|  |  |  |  |  |  |  |  |  |
| Loans and advances to  customers (Gross) | = | Financial assets  measured  at amortized cost  (Gross)  B | + | Financial assets held  for trading  B | + | Financial assets at  fair value (Gross) B |  |  |
| 1,098,453 | 1,045,473 | 32,766 | 20,214 |  |  |
|  |  |  |  |  |  |  |  |  |
| Loan-loss reserves | = | Loan-loss  reserves |  | + |  | Loan-loss  reserves |  |  |
| 22,138 | (22,021) |  |  | (117) |  |  |
|  |  |  |  |  |  |  |  |  |
| Net loans and advances  to customers | = | Net financial assets  measured at  amortized cost | + | Financial assets  held for trading | + | Net financial assets at  fair value |  |  |
| 1,076,315 | 1,023,452 | 32,766 | 20,097 |  |  |
|  |  |  |  |  |  |  |  |  |
|  |  | Net loans and advances to customers | | | | |  |  |
|  |  | 1,076,315 | | | | |  |  |

Section 2. Credit risk   Balance sheet item from consolidated financial statement

|  |
| --- |
|  |
|  |

|  |
| --- |
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|  |

A. Includes gross loans and advances to customers, guarantees and documentary credits.

B. Before loan-loss allowances.

Financial asset impairment

IFRS 9 introduced a substantial change in the approach to

calculating impairment provisions for credit risk exposures, moving

from an incurred loss model to an expected loss model. Under this

new approach, provisions are recognised from the moment a

transaction is originated, since credit risk exists from that moment

and not only when defaults occur.

This change required a review of the models and methodologies

used to estimate expected loss for customers and portfolios,

incorporating the expected evolution of the economy and the

residual life of different transactions.

The methodology to quantify expected credit losses – and

therefore impairment provisions – is based on an unbiased,

probability-weighted estimate of up to five future macroeconomic

scenarios that could affect the ability to collect contractual cash

flows. These scenarios take into account the time value of money,

relevant information about past events, current conditions and

projections of significant macroeconomic factors, such as GDP,

house prices, unemployment rate and interest rates, among

others.

The parameters used by the Group to calculate impairment

provisions (mainly EAD 2, PD 3, LGD 4 and discount rate) build on our

internal model infrastructure and the experience gained in

regulatory and management environments. However, rather than

simply adapting existing models, these parameters are specifically

designed, updated and validated to comply with IFRS 9

requirements.

|  |  |
| --- | --- |
|  |  |
|  | For more details on financial asset impairment and the calculation of  provisions under IFRS 9, see section  ['2. Main aggregates and variations](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1264) ['](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1264)  in  Note 54 to the consolidated financial statement. |

IFRS 9 classifies transactions based on how credit risk has evolved

since origination to the analysis date, so we can determine both

their accounting treatment and pricing. Transactions with different

probabilities of default must carry different interest rates or

margins that cover their expected loss.

Annual report 2025562

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

If a transaction has undergone a significant increase in credit risk

since origination, the interest rate initially applied no longer covers

its potential risk, so it requires a higher level of provisions. Under

the standard, transactions fall into three groups or stages:

• Stage 1 includes assets whose current credit risk has not

increased relative to origination or initial recognition. Provisions

are calculated to cover expected credit losses from possible

defaults over the next 12 months.

• Stage 2 includes assets that have not yet incurred credit losses

but have shown a significant increase in credit risk since

origination or initial recognition. Impairment provisions must

cover potential loss over the lifetime of the exposure, during

which losses may materialise.

• Stage 3 includes assets where there is evidence of credit

deterioration that will eventually materialise as credit losses.

Provisions must cover potential loss over the lifetime of the

exposure.

#### IFRS 9: Classification of exposures by credit quality and expected credit loss horizons

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| . +.  Credit  quality |  |  | Stage 1 |  | Stage 2 |  | Stage 3 |  |  | . -.  Credit  quality |
| | |  |  |  |  | } |
|  |  |  |  |
|  |  |  |  |
|  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  | Performing credit assets  with no significant credit  risk increase since initial  recognition |  | Credit assets that have  experienced a significant  credit risk increase since  initial recognition |  | Impaired credit assets |  |  |  |
|  |  |  | Ä |  | Ä |  | Ä |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  | Expected losses 12 months |  | Expected losses over residual life (Lifetime) | | |  |  |  |

In addition, impairment provisions include expected credit losses

over the expected remaining lifetime of those financial instruments

originated or purchased credit-impaired (POCI).

The following table shows credit risk exposure by stage and

geography:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure by stage and geographyA, B | | | | |
| EUR million. Dec. 25 data | | | | |
|  | Stage 1 | Stage 2 | Stage 3 | Total |
| Spain | 243,864 | 15,415 | 5,915 | 265,194 |
| UK | 206,386 | 19,789 | 2,645 | 228,820 |
| Portugal | 40,887 | 2,860 | 928 | 44,675 |
| Poland | 39,841 | 4,755 | 1,549 | 46,145 |
| US | 97,538 | 13,658 | 7,150 | 118,346 |
| Mexico | 47,467 | 4,106 | 1,420 | 52,993 |
| Brazil | 83,205 | 13,599 | 7,192 | 103,996 |
| Chile | 37,439 | 4,058 | 2,528 | 44,025 |
| Argentina | 6,710 | 1,425 | 677 | 8,812 |
| DCB Europe | 131,711 | 8,673 | 3,642 | 144,026 |
| Total Group | 974,540 | 90,090 | 34,393 | 1,099,023 |

A. Does not include EUR 82,922 million in temporary purchases of stage 1 assets,

nor risk not subject to impairment.

B. Total Group includes the Corporate Centre.

Stage 3 financial assets (showing impairment) performed as

follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| 2023 - 2025 Impaired credit assets | | | |
| EUR million. Dec. 25 data | | | |
|  | 2025 | 2024 | 2023 |
| Start of period | 35,265 | 35,620 | 34,673 |
| Net entries | 13,591 | 13,787 | 14,658 |
| Perimeter | — | 17 | (59) |
| FX and others | (1,053) | (947) | 195 |
| Write-off | (13,410) | (13,212) | (13,847) |
| End of period | 34,393 | 35,265 | 35,620 |

The following table shows the calculation of IFRS 9 loan loss

reserves for assets subject to credit risk:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| 2023 - 2025 loan-loss reserves | | | |
| EUR million. Dec. 25 data | | | |
|  | 2025 | 2024 | 2023 |
| Start of period | 22,835 | 23,490 | 23,418 |
| Stage 1 and 2 | 8,534 | 9,026 | 9,272 |
| Stage 3 | 14,301 | 14,464 | 14,146 |
| Gross provision for impaired assets  and write-downs | 14,065 | 13,511 | 13,524 |
| Provision for other assets | 141 | 428 | 526 |
| FX and other | (762) | (1,382) | (132) |
| Write-off | (13,410) | (13,212) | (13,847) |
| End of period | 22,869 | 22,835 | 23,490 |
| Stage 1 and 2 | 8,471 | 8,534 | 9,026 |
| Stage 3 | 14,398 | 14,301 | 14,464 |

A. Includes off-balance.

5 Certain figures contained in this section have been subject to rounding to enhance their presentation. Accordingly, in certain instances, the sum of the numbers in a column or

a row in tables contained in this report may not conform exactly to the total given for that column or row.

Annual report 2025563

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Forbearance

Our forbearance policy incorporates the regulatory requirements

set out in the EBA Guidelines on the management of non-

performing exposures and forbearance. The policy serves as a

reference for implementation in our subsidiaries and reflects

applicable supervisory expectations.

It sets the criteria to identify, classify and monitor these

transactions, with the aim of applying maximum diligence in their

granting and control. Forbearance solutions must aim to recover

the amounts due, aligning payment obligations with the

customer’s current situation.

Forborne transactions must remain in the appropriate classification

for a suitable period in order to capture the associated risk and

confirm a reasonable recovery of repayment capacity. Under no

circumstances should forbearance be used to delay the immediate

recognition of losses or to mask non-payment risk.

In December 2025, the stock of forborne exposures continued to

decline (by 7% in the year), to EUR 25,235 million, supported by

good repayment performance in our main geographies, which

offset higher activity in other regions. In credit quality terms, 53%

of the portfolio is classified as non-performing, with a coverage

ratio of 41%.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Key forbearance figures | | | |
| EUR million. Dec. 25 data | | | |
|  | 2025 | 2024 | 2023 |
| Performing | 11,901 | 12,459 | 16,919 |
| Credit impaired | 13,334 | 14,685 | 15,044 |
| Total forborne | 25,235 | 27,144 | 31,963 |
| % Total coverage A | 26% | 26% | 25% |

A. Total forbearance portfolio loan-loss allowances/total forborne portfolio.

2.4 Other credit risk details 5

#### Credit risk from financial markets activities

This section includes the credit risk generated by treasury activity

with customers, particularly credit institutions, both through

money market financing products and through products that carry

counterparty risk, with the aim of meeting customer needs and

those of the Group in its own balance sheet management.

Counterparty credit risk is the risk that may arise from a total or

partial failure to meet the financial obligations contracted with the

Bank, because a customer may default before the final settlement

of cash flows. This risk usually increases the longer the period

between the trade date and the settlement date. It is a bilateral

credit risk, as it may affect both parties to the transaction, and its

magnitude is uncertain, since it depends on the behaviour of

market factors, which are inherently volatile.

Within counterparty credit risk exposure, an additional risk may

arise, known as wrong-way risk. This occurs when exposure to a

portfolio or counterparty increases at the same time as its credit

quality deteriorates. In other words, wrong-way risk exists when

default risk rises and, as a result, exposure to that counterparty

also increases. Santander uses specific models to measure and

control this risk.

Settlement risk arises when the settlement of a transaction

involves a bilateral exchange of cash flows or assets between two

counterparties. For example, when one counterparty buys US

dollars in exchange for euros, settlement involves one party

delivering euros and receiving an equivalent amount of dollars

from the other. Settlement risk is the risk that either party may fail

to meet its settlement obligations. To measure this risk, we have

also developed a global infrastructure and specific models.

Effective management and control of counterparty risk requires an

infrastructure that can measure current and potential exposure, at

different aggregation and granularity levels, in an agile and

dynamic way, and that can produce reports with sufficient detail to

support understanding of exposures and decision-making.

We use two methodologies to measure exposure: mark-to-market

(MtM, or replacement value in derivatives) plus potential future

exposure (add-on), and Monte Carlo simulation, applied in certain

countries and products. We also calculate capital at risk or

unexpected loss, that is, the loss that represents economic capital

net of collateral and recoveries, after deducting expected loss.

After markets close, we recalculate exposures by updating

transactions to their new time horizon, refreshing potential future

exposure and applying mitigation techniques (netting, collateral,

among others). We then monitor exposures daily against the limits

approved by senior management, within the risk appetite. We

control this risk through a real-time integrated system that shows,

at any time, the available exposure limit with any counterparty, in

any product, tenor or subsidiary.

At Grupo Santander we carry out monthly stress tests on

derivatives and securities financing transaction portfolios. These

exercises form an integral part of the counterparty credit risk

management process, help assess the resilience of exposures

under adverse scenarios and support proper identification,

measurement and control of the associated risks.

#### Counterparty risk exposures: over-the-counter (OTC)

#### transactions and organized markets (OM)

At December 2025, total exposure on a management basis, in

terms of positive market value after applying netting and collateral

agreements for counterparty risk activities, stood at EUR 16,164

million (net credit equivalent risk of EUR 45,558 million). Despite

our operating environment, exposure fell 13% year on year, mainly

driven by lower risk with corporate clients and higher portfolio

volumes with clearing houses and financial institutions.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Counterparty risk: exposure in terms of market value and  credit risk equivalent, including the mitigation effect  A | | | |
| EUR million. Dec. 25 data | | | |
|  | 2025 | 2024 | 2023 |
| Market value with netting effect  and collateral  B | 16,164 | 15,855 | 13,428 |
| Net CREC | 45,558 | 52,604 | 48,372 |

A. Figures under internal risk management criteria. Listed derivatives have a market

value of zero. No collateral is received for these types of transactions.

B. Includes the mitigation of netting agreements and deducting the collateral

received.

C. CRE (credit risk equivalent): net value of replacement plus the maximum potential

value, less collateral received.

Annual report 2025564

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

The following table shows the breakdown, by notional amounts, of

the different products that generate counterparty credit risk,

mainly interest rate and foreign exchange (FX) hedging

instruments:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Counterparty risk by nominalA | | | | | |
| EUR million. Dec. 25 data | | | | | |
|  | 2025 |  | 2024 |  | 2023 |
|  | Nominal |  | Nominal |  | Nominal |
| Credit derivatives B | 74,592 |  | 45,628 |  | 24,528 |
| Equity derivatives | 40,599 |  | 28,431 |  | 20,326 |
| Fixed income derivatives | 11,414 |  | 17,567 |  | 4,793 |
| Exchange rate derivatives | 1,633,875 |  | 1,391,564 |  | 1,256,997 |
| Interest rate derivatives | 8,959,269 |  | 8,718,567 |  | 6,775,004 |
| Commodity derivatives | 22,238 |  | 23,762 |  | 20,061 |
| Total OTC derivatives | 10,468,671 |  | 9,994,422 |  | 7,909,027 |
| Derivatives organised  markets  C | 273,316 |  | 231,098 |  | 192,682 |
| Repos | 487,969 |  | 457,977 |  | 421,937 |
| Securities lending | 77,707 |  | 74,139 |  | 61,374 |
| Total counterparty risk  D | 11,307,663 |  | 10,757,636 |  | 8,585,020 |

A. Figures under internal risk management criteria.

B. Credit derivatives acquired including hedging of loans.

C. Refers to transactions involving listed derivatives (proprietary portfolio). Listed

derivatives have a market value of zero. No collateral is received for these types of

transactions.

D. Spot transaction not included.

Santander’s derivatives activity is mainly concentrated in maturities

of less than five years, while its repo and securities lending activity

is mostly in maturities of less than one year. The following table

shows the 2025 notional amounts by maturity bucket.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Counterparty risk: Distribution of nominal risk by maturity A | | | | |
| EUR million. Dec. 25 data | | | | |
|  | Up to 1  year | Up to 5  years | Up to 10  years | More than  10 years |
| Credit derivatives B | 17% | 55% | 26% | 2% |
| Equity derivatives | 51% | 38% | 12% | —% |
| Fixed income  derivatives | 95% | 5% | —% | —% |
| Exchange rate  derivatives | 60% | 26% | 9% | 5% |
| Interest rate derivatives | 46% | 34% | 12% | 8% |
| Commodity derivatives | 73% | 25% | 2% | —% |
| Total OTC derivatives | 47% | 33% | 12% | 7% |
| Derivatives organised  markets  C | 67% | 23% | 8% | 2% |
| Repos | 95% | 5% | —% | —% |
| Securities lending | 99% | 1% | —% | —% |
| Total counterparty risk | 50% | 31% | 11% | 7% |

A. Figures under internal risk management criteria.

B. Credit derivatives acquired, including coverage of loans.

C. Refers to transactions involving listed derivatives (proprietary portfolio). Listed

derivatives have a market value of zero. No collateral is received for these types of

transactions.

Despite a decline in the credit quality of some counterparties,

counterparty credit risk remains concentrated in high-quality

names (90% of exposure is to counterparties rated A or above).

In notional terms, 97% of transactions with counterparty credit risk

correspond to CIB clients, managed under its risk model.

The category commonly referred to in the industry as non-bank

financial institutions (NBFIs) covers a broad range of entities,

including asset managers, hedge funds, pension funds, insurance

companies, sovereign wealth funds, broker-dealers and other

investment or funding vehicles that operate outside the traditional

banking sector. Within Grupo Santander’s portfolio, this does not

represent a material client segment. In addition, counterparty

credit risk exposures to these entities account for only 4% of total

notional.

|  |  |
| --- | --- |
|  |  |
| Counterparty risk: Notional values by customer ratingA | |
| Dec. 25 data | |
| Rating | % |
| AAA | 0.9% |
| AA | 1.1% |
| A | 87.7% |
| BBB | 9.1% |
| BB | 1.1% |
| B | 0.1% |
| Other | 0.01% |

A. Ratings based on internally defined equivalences between internal ratings and

credit agency ratings.

Transactions with clearing houses and financial institutions are

carried out under netting and collateral agreements. We continue

to promote coverage of the remaining activity under similar

arrangements. As a general rule, the collateral agreements signed

by Santander are bilateral, with a few exceptions, mainly with

multilateral institutions and securitization funds, where they are

unilateral in favour of the client.

|  |
| --- |
|  |
| Counterparty risk: Notional values by customer segment |
| Dec. 25 data |

![5502]()

Collateral helps reduce counterparty risk and consists of liquid

instruments with economic value that one counterparty posts or

transfers to another to mitigate the credit risk arising from cross-

risk derivative portfolios.

We periodically revalue transactions subject to collateral

agreements (normally on a daily basis), applying the contractual

parameters to quantify the amount of collateral (usually cash or

securities) to be paid or received from the counterparty.

Annual report 2025565

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

In a highly volatile environment, the processes we have in place –

and their frequency – have proved effective for sound collateral

management across the Group. Collateral received under the

various types of agreements signed by the Group (Credit Support

Annex – CSA, Overseas Securities Lending Agreement – OSLA,

International Securities Market Association – ISMA, Global Master

Repurchase Agreement – GMRA, etc.) is mainly cash (48%). The

remaining collateral is subject to strict quality policies regarding

issuer type and rating, debt seniority and the haircuts applied.

Given the risk associated with the credit exposure taken on with

each counterparty, we incorporate an adjustment to the valuation

of over-the-counter (OTC) derivatives when we calculate trading

portfolio results.

The credit valuation adjustment (CVA) is a valuation adjustment

applied to OTC derivatives to reflect the counterparty’s credit risk

over the life of the transactions. It represents the discount to the

derivative’s value that a buyer would require after taking into

account the possibility of counterparty default. To calculate this

metric we consider, among others, expected exposure, probability

of default, loss given default and the discount factor curve.

We also apply a debt valuation adjustment (DVA), a similar

adjustment to CVA that reflects the credit risk our counterparties

assume on OTC derivatives when they trade with Santander. We

calculate both CVA and DVA over the entire potential exposure

period.

As at end-December 2025, CVA adjustments totalled EUR 224

million, down 17.6% versus 31 December 2024, while DVA

adjustments totalled EUR 285 million, a 10.1% decrease over the

same period. These declines mainly reflect credit market dynamics,

with lower spread levels compared to December 2024, and, to a

lesser extent, changes in the composition of certain derivatives

portfolios. In addition, the reduction in CVA reflects developments

in the calculation models applied to certain customers.

#### Counterparty risk, organized markets and clearing houses

The Group’s policies seek, where possible, to anticipate the

application of regulatory measures governing OTC derivatives,

repos and securities lending, whether cleared through a central

counterparty or remaining bilateral. With the standardisation of

OTC activity and the increased use of internal electronic execution

systems, new trades are largely cleared and settled through

central counterparties in line with applicable regulation.

In addition, activity not cleared through a central counterparty is

actively managed with the aim of optimising volumes, taking into

account the margin and capital requirements imposed by

regulation.

Although counterparty risk management does not contemplate

credit risk for transactions executed on organised markets, we

calculate regulatory credit exposure in accordance with Basel

principles applicable to capital calculation.

The following table shows the share of centrally cleared activity

within total counterparty risk as of December 2025:

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Counterparty risk: Notional values by settlement channel and productA | | | | | | | | | | |
| Nominal in EUR million. Dec. 25 data | | | | | | | | | | |
|  | Bilateral | |  | CCP B | |  | Organized markets  C | |  | Total |
|  | Nominal | % |  | Nominal | % |  | Nominal | % |  |
| Credit derivatives | 23,559 | 31.6% |  | 51,033 | 68.4% |  | — | —% |  | 74,592 |
| Equity derivatives | 29,265 | 72.1% |  | 471 | 1.2% |  | 10,862 | 26.8% |  | 40,599 |
| Fixed income derivatives | 11,414 | 100.0% |  | — | —% |  | — | —% |  | 11,414 |
| Exchange rate derivatives | 1,494,457 | 91.5% |  | 106,594 | 6.5% |  | 32,824 | 2.0% |  | 1,633,875 |
| Interest rate derivatives | 854,799 | 9.5% |  | 7,895,049 | 88.1% |  | 209,421 | 2.3% |  | 8,959,269 |
| Commodity derivatives | 2,028 | 9.1% |  | — | —% |  | 20,209 | 90.9% |  | 22,238 |
| Repos | 319,962 | 65.6% |  | 168,007 | 34.4% |  | — | —% |  | 487,969 |
| Securities lending | 77,346 | 99.5% |  | 362 | 0.5% |  | — | —% |  | 77,707 |
| Total | 2,812,832 |  |  | 8,221,515 |  |  | 273,316 |  |  | 11,307,663 |

A. Figures under internal risk management criteria.

B. Central counterparties (CCP).

C. Refers to transactions involving listed derivatives (proprietary portfolio). Listed derivatives have a market value of zero. No collateral is received for these types

of transactions.

![]()

6 Earnings before interest, taxes, depreciation and amortisation.

Annual report 2025566

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Risk settled by CCPA and productB | | | |
| Nominal in EUR million. Dec. 25 data | | | |
|  | 2025 | 2024 | 2023 |
| Credit derivatives | 51,033 | 27,684 | 10,140 |
| Equity derivatives | 471 | 574 | 559 |
| Fixed income derivatives | — | 96 | — |
| Exchange rate derivatives | 106,594 | 39,420 | 44,152 |
| Interest rate derivatives | 7,895,049 | 7,740,492 | 5,844,580 |
| Commodity derivatives | — | — | — |
| Repos | 168,007 | 182,973 | 193,386 |
| Securities lending | 362 | 294 | — |
| Total | 8,221,515 | 7,991,535 | 6,092,817 |

A. Central counterparties (CCP).

B. Figures under internal risk management criteria.

#### Credit derivatives

We use credit derivatives to hedge transactions, to support client

business in financial markets and as part of our trading activity. The

volume of this activity is small in notional terms (0.7% of

counterparty risk notional) and is subject to a strong control

environment and robust internal procedures to minimise

operational risk.

#### Concentration risk

Concentration risk control is key to our management. We

continuously monitor credit risk concentration by region and

country, economic sector, customer type and other criteria.

The board sets concentration limits according to risk appetite.

Accordingly, the executive risk committee develops risk policies

and reviews the appropriate exposure levels so we can effectively

manage credit risk concentration.

Because Santander is subject to the Capital Requirements

Regulation (CRR) stipulations on large risks, exposure with a

customer or group of associated customers will be considered

'large exposure' if its value is equal to, or greater than, 10% of

eligible capital.

No large exposure should exceed 25% of the entity’s eligible

capital, including the credit risk reduction effect set out in the

regulation.

The use of risk mitigation techniques resulted in no groups

triggering those thresholds as at the end of December. 5.3% of

total credit risk (including loans to customers and off-balance-

sheet risk) is with the 20 'large exposure' groups, according to

regulation on credit exposure. While 8.4% of total credit risk is

with the 40 'large exposure' groups.

Our Risk division works closely with the Finance division on actively

managing credit portfolios with credit derivatives, securitizations

and other techniques to reduce exposure concentration and

optimize risk-reward.

As indicated in the key metrics section of this chapter, our credit

risk is diversified among our core markets (Spain 26%, the UK 21%,

the US 12%, Brazil 9%, etc.). Grupo Santander is enhancing our

markets with global businesses that will help boost local

performance to add value.

In terms of sector diversification, 58% of our credit risk is with

individuals, who are inherently highly diverse. It is also well

distributed, with no significant concentration in a particular

industry.

The chart below shows credit risk by industry as at December

2025:

|  |
| --- |
|  |
| Diversification by economic sector A |
|  |

![8246337223954]()

A. Includes total risk (gross) on balance for all clients with economic activity but

excludes individuals and reverse repos.

#### Sectors identification and management

Grupo Santander conducts a regular review of exposure to

customers operating in sectors that could be more affected by

macroeconomic conditions (energy consumption, commodity

prices, and key macroeconomic variables). This monitoring is

complemented by the use of internal tools that allow projecting

the behaviour and evolution of clients in each sector under

different macroeconomic scenarios. It considers:

• Market information: Industries’ stock market performance.

• Analysts’ EBITDA6 forecasts for the coming years.

• Internal information: Changes in credit exposure, defaults (in

different timelines) and stagings.

• Our industry experts’ opinion, based on specific details about our

exposures and our relationships with customers.

![]()

7 Risks with domestic public or private borrowers in foreign currency and originated outside the country.

8 Countries that are not considered low risk by Banco de España.

9 Internal ratings are applied.

Annual report 2025567

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

In addition, we continued to strengthen our ability to analyse

potential losses at the highest possible level of granularity by

enhancing the methodology and sector projection tools, based on

the resilience of each company’s financial statements under

different macroeconomic scenarios.

#### Country risk

Country risk is a component of credit risk that arises from

transactions with customers residing in a particular country due to

circumstances other than ordinary business risks. Its main

elements are sovereign risk, transfer risk and other risks that may

affect international financial activity (including wars, natural

disasters and balance of payments crises, among others). To cover

potential losses arising from these types of events, we integrate

country risk into our models and provisioning estimation processes

in accordance with applicable regulation.

We assume country risk very selectively in transactions that

enhance our global relations with customers. And we follow highly

cautious standards to manage it.

#### Sovereign risk and risk with government

#### agencies

Sovereign risk arises from central bank transactions (including

regulatory cash reserves), government bonds (public debt) and

transactions with non-commercial government institutions funded

exclusively by a state’s budget revenue.

Our standard for sovereign risk differs somewhat from the EBA's

standard for regular stress testing. In particular, the EBA does not

consider deposits with central banks, exposures with insurance

companies or indirect exposures from guarantees and other

financial instruments. However, its standard does generally

include public administrations (including regional and local

authorities), not only those of central governments.

Management and control of the risk associated with sovereign risk

transactions are carried out on an ongoing basis based on available

information, such as reports by rating agencies and international

organizations. We monitor each country where we have cross-

border 7 and sovereign risk. We analyse events that could affect the

country’s political or institutional stability and assign its

government or central bank a credit rating. This helps us set limits

for transactions with sovereign risk.

In recent years, total sovereign risk exposure has remained in line

with regulatory requirements and the strategy defined for its

management. Changes in exposure by country reflect our liquidity

management strategy and hedging of interest rate and FX risk.

International exposure is diversified across countries with different

macroeconomic expectations and therefore different growth,

interest rate and exchange rate scenarios.

At the end of December 2025, total sovereign risk exposure was

EUR 224,947 million, a 13% increase compared to 2024.

|  |  |
| --- | --- |
|  |  |
|  | For more details on sovereign risk exposure, see section ['](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1270) [4. Other credit](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1270)  [risk aspects](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1270)' in Note 54 to the consolidated financial statement. |

At year-end 2025, our exposure to local sovereign risk not in the

issuer country’s official currency at the end of September 2025 was

minor (EUR 4,908 million or 1.2% of total sovereign risk), based on

our management criteria. Exposure to non-local sovereign issuers

with cross-border risk was also minor 8 (EUR 17,002 million or 4%

of total sovereign risk). The sovereign debt we hold in Latin

America, which is recorded in local ledgers, is predominantly in

local currency and short-term.

Additionally, our investment strategy for sovereign risk considers

each country’s credit quality to set the maximum exposure limits.

The table below shows exposure ratios by rating9 at December

2025:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Exposure distribution by rating | | | |
|  | 2025 | 2024 | 2023 |
| AAA | 18% | 21% | 18% |
| AA | 17% | 18% | 19% |
| A | 43% | 41% | 41% |
| BBB | 14% | 11% | 12% |
| Lower than BBB | 9% | 9% | 10% |

Annual report 2025568

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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

3. Market, structural and liquidity risk

#### 3.1 Introduction

This section describes how Grupo Santander managed and

controlled market risk in 2025. It covers trading risk, liquidity and

structural risks, as well as the main methodologies and metrics we

applied.

Activities exposed to market risk include transactions in which we

take on risk as a result of potential changes in market factors, such

as interest rates, inflation rates, exchange rates, equity prices,

credit spreads, commodity prices and volatility; the liquidity risk of

our products and markets; and balance sheet liquidity risk. Thus,

this includes trading risks and structural risks.

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| --- | --- |
|  |  |
|  | For more details on market factors see section  ['](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1279) [Activities subject to](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1279)  [market risk and types of market risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1279) ['](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1279) , in Note 54 to the consolidated  financial statement. |

We can partially or fully mitigate all these market risks with

derivatives such as options, futures, forwards and swaps.

We consider other, more complex hedging risks, such as

correlation risk, market liquidity risk, prepayment risk and the risks

associated with insurance activities.

We also take into account balance sheet liquidity risk (for more

detail, see [3.6 'Liquidity risk management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_841)), as pension and

actuarial risk also depend on market variables (for more details,

see [3.8 'Pension and actuarial risk management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_847)  at the end of this

section).

Grupo Santander promotes compliance with the obligations under

the Fundamental Review of the Trading Book (FRTB) of the Basel

Committee and its implementation at European level through the

Capital Requirements Regulation II and the EBA guidelines on risks

within the market risk perimeter.

In 2025 we continued to run these projects to provide our control

teams with better tools to manage market risks (including capital

consumption):

• Ran several initiatives to improve the calculation of capital

requirements for market risk under the Fundamental Review of

the Trading Book – Standard Approach (FRTB-SA). Specifically,

we:

◦ completed the calculation scope for entities and risk factors

subject to capital requirements for market risk;

◦ made the changes needed to adapt the calculation to CRR 3;

◦ strengthened the control environment for metrics, static data

and technical processes, with a comprehensive review of the

data architecture to shorten calculation times and enable

simulations;

◦ reinforced the analysis and reporting layer for capital figures

under FRTB-SA;

◦ drafted the new regulatory reporting required by the EBA; and

◦ strengthened the current governance framework for FRTB-SA

processes by redefining the roles of certain forums, adapting

internal regulations and setting new escalation criteria.

• Strengthened all processes related to the classification of

financial instruments within the fair value hierarchy.

• Updated the stress testing programme for trading portfolios in

line with regulatory expectations.

• Implemented new methodologies in all units for the calculation

of valuation adjustments, using corporate tools and applying

consistent criteria.

• Strengthened reporting to senior management on market risk

matters, expanding the content and depth of analysis.

• Update of the risk appetite framework for market activities to

meet supervisory expectations.

• Enhanced the governance framework for the approval and use of

market risk models.

#### 3.2 Market risk management

Market risk monitoring and control recognizes that risk may arise

both from internal factors within the unit and from external

elements. Thus, we address all potential sources of risk with a

coordinated and consistent approach across all our subsidiaries.

We provide Group senior management with regular,

comprehensive and accurate information that enables us to assess

each subsidiary’s risk profile and maintain an overall view of

market risk for analysis and control.

#### Limits management and control system

The market risk function runs daily checks so that market positions

remain within approved limits. It also assesses the performance of,

and significant changes in, related metrics.

Limit setting follows a dynamic process that aligns with the risk

appetite and that we set out each year in the limits plan approved

by senior management, which applies to all subsidiaries.

Annual report 2025569

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We follow a prudent approach to market risk management, with

limits defined for different metrics, including:

• value at risk (VaR) and stressed VaR (sVaR) limits;

• equivalent and/or nominal position limits;

• interest rate sensitivity limits;

• vega limits;

• limits for risk of delivery of short sales (bonds and equities);

• limits to reduce effective losses or protect profits during the year

(loss trigger and stop loss);

• credit limits (limits for total exposure and jump-to-default by

issuer); and

• origination limits.

These general limits include additional sub-limits to create a

sufficiently granular structure so we can control the market risk

factors that our trading activity is exposed to. To strengthen this

control, we monitor subsidiaries’ positions on a daily basis.

We define three levels of limits: global approval and control limits,

global approval limits with local control, and local approval and

control limits. Each business owner requests them based on

business specifics and budget targets, in line with the risk-return

relationship. Risk governance bodies approve them in accordance

with the established processes.

Subsidiaries must adhere to approved limits. If a limit breach

occurs, subsidiary business managers must provide a written

explanation with an action plan to correct it.

#### Market risk-related capital requirements

We use internal and standard models to determine market risk-

related capital requirements. We also use internal models to

calculate regulatory capital for the trading books of our

subsidiaries in Chile, Mexico and Spain, which helps diversify its

positions).

In 2025, despite the delay of the FRTB application date, we

continued to enhance market risk capital calculation, with a

particular focus on adapting the current infrastructure to the new

requirements of the regulatory framework. We also worked on

adapting internal regulations and the reporting of market risk

capital figures to meet supervisory expectations.

We rolled out all these improvements in our core markets through

corporate tools, which significantly reduces manual processing and

reliance on expert judgement.

We calculate the Group’s consolidated regulatory capital under the

market risk internal model as the total regulatory capital of the

subsidiaries that have the ECB’s approval. This approach is

conservative as it does not capture capital savings from geographic

diversification.

As a result of that ECB approval, we calculate regulatory capital for

the trading activity perimeter using advanced methods and these

key metrics: value at risk (VaR), stressed VaR, incremental risk

charge (IRC) and risk not in model (RNIM), in line with CRR

requirements.

#### Methodologies and key aspects

Value at Risk (VaR)

Our standard methodology for managing and controlling trading

risk through VaR estimates the maximum expected loss at a 99%

confidence level over a one-day horizon. We also apply statistical

adjustments to incorporate recent events that affect risk levels in a

timely manner. We use a two-year time window, or at least 520

days from the reference date, to calculate VaR.

We calculate two VaR figures every day and report the higher of

the two. For one of them we apply an exponential decay factor that

assigns less weight to older observations, while the other assigns

the same weight to all observations.

At the same time, we calculate value at earnings (VaE), which

measures the maximum potential gain at a specific confidence

level and over a specific time horizon, using the same methodology

as for VaR.

Historical simulation VaR offers many advantages as a risk metric

because it expresses the portfolio’s market risk in a single figure

based on movements in market factors. However, it also has some

limitations:

• Since VaR is calibrated to a specific confidence level, it does not

capture potential loss levels beyond that threshold.

• The liquidity horizon of some products in the portfolio is longer

than the one specified in the VaR model.

• VaR provides a static analysis of portfolio risk and is exposed to

significant, albeit unlikely, daily changes.

• It is highly sensitive to the time window used.

• It cannot capture plausible, high-impact events if they do not

occur within that time window.

• Some valuation parameters have no direct market input (such as

correlations, dividends and recovery rates).

• It adjusts slowly to new volatilities and correlations, as the most

recent data carry the same weight as older data.

We address some of these limitations by using stressed VaR and

expected shortfall (ES), calculating VaR with exponential decay,

applying conservative valuation adjustments, and performing

analyses and backtesting to assess the accuracy of the VaR model.

Stressed VaR (sVaR) and Expected Shortfall (ES)

We calculate sVaR daily for our main portfolios using the same

calculation methodology as for VaR, with the following exceptions:

• We use a time window of 260 observations (compared to 520 for

VaR) from a continuous stress period for the portfolio. We

perform the calculation for each key portfolio by analysing the

historical behaviour of a subset of market risk factors (that we

select under expert judgement) and of the most significant

positions in the books.

• Unlike VaR, we obtain sVaR by taking the percentile with uniform

weighting, rather than the highest percentile with exponential

and uniform weighting.

10 K: Parameter to calculate regulatory capital consumption for market risk.

11 Vega represents the sensitivity of the value of a portfolio to changes in the value of market volatility.

Annual report 2025570

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We also calculate ES as the expected loss beyond VaR (in our case,

at a 99% confidence level) by applying uniform weights to all

observations. ES has the advantage of capturing the risk of low-

probability, high-loss events (tail risk) and of being a sub-additive

metric. According to the Basel Committee, ES at 97.5% is

equivalent to the risk captured by VaR at a 99% confidence level.

Scenario analysis

The risk measures we use in the Group rely on assumptions that

support day-to-day management and decision-making in the risk

areas. They assume normal market conditions, continuous prices

and sufficient liquidity. However, extreme moves or sharp,

unexpected market changes may not be properly anticipated.

Scenario analysis helps us identify such unexpected outcomes and

provides an estimate of how much capital we would need to

absorb losses if such events occurred.

We regularly calculate and analyse various stress test scenarios for

all the Group’s and our subsidiaries’ trading portfolios. The main

ones include:

• Historical scenarios: we analyse portfolio performance under

crisis conditions or significant market events that occurred in the

past, estimating maximum losses based on existing positions.

• Hypothetical scenarios: we build extreme scenarios based on

shocks to risk factors that have not necessarily occurred (for

example, abrupt crises, worst-case scenarios, regulatory stress

exercises or forward-looking scenarios). They take an ex-ante

approach, in contrast to the ex-post nature of historical

scenarios.

• Reverse stress test scenarios: we identify movements in market

variables that would lead to a loss that could jeopardize the

Group’s continuity. They complement traditional scenarios and

help detect vulnerabilities, hidden risks and interactions between

factors.

• Climate change scenarios: we analyse the potential impact on

trading portfolios of exposure to climate-sensitive activities,

considering both physical and transition risks.

• Other stress test scenarios: we run additional tests every quarter

to estimate losses or significant capital impacts under extreme

market movements (for example, IRC scenarios, proxy scenarios

in VaR calculation or valuation adjustment scenarios).

Calibration and backtesting

Regulation requires the VaR model to accurately reflect material

risks. Since it relies on statistical techniques under normal

conditions, estimated losses may differ from actual losses. We

therefore regularly analyse and compare the model’s accuracy to

confirm its reliability.

We carry out internal backtesting exercises, VaR benchmarking

measures and analyses of the assumptions of the portfolios of

subsidiaries that use the internal market risk model. In

geographies with an approved internal model, we perform

regulatory backtesting that identifies exceptions (daily losses or

gains that exceed VaR or Value at Earnings – VaE) and their impact

on the calculation of regulatory capital.

Backtesting assesses the quality and effectiveness of the model. In

our analyses we compare the daily VaR or VaE obtained on D-1

with the profit and loss (P&L) recorded on D: economic P&L, actual

P&L, hypothetical P&L and theoretical P&L.

We apply backtesting daily in the subsidiaries and run additional

internal, non-regulatory exercises on a daily, weekly or monthly

basis, depending on each portfolio’s level of granularity.

The number of exceptions is a key indicator of model performance.

Regulatory backtesting covers a one-year period (250 days) and a

99% confidence level, which implies an expectation of between

two and three exceptions per year. To determine regulatory capital,

we calculate the regulatory K 10 coefficient based on the maximum

number of exceptions observed between actual and hypothetical

backtesting.

Analysis of positions, sensitivities and results

At Grupo Santander we use positions to determine the market

value of trades in the portfolio, grouped by their main risk factor

and taking into account the delta value of futures and options. We

express these positions in each subsidiary’s base currency and in

the currency used to standardize the information. We monitor

exposures daily to detect any issues and address them

immediately.

Market risk sensitivity estimates the impact on the market value of

an instrument or portfolio resulting from a change in a risk factor.

We measure it through analytical approximations based on partial

derivatives or through a full revaluation of the portfolio.

The daily P&L statement and loss account for the market risk area

is a key indicator that helps identify the impact of changes in

financial variables on the portfolios.

Derivatives activities and credit management

At Grupo Santander we pay particular attention to controlling

derivatives and credit management activities due to their specific

nature. We monitor them daily using specific metrics.

We monitor and review the sensitivity of underlying assets to price

movements (delta and gamma), changes in volatility (Vega 11) and

the passage of time (theta). We also systematically analyse spread

sensitivity, jump-to-default and position concentrations by rating

level.

For the credit risk of trading portfolios, we calculate an additional

metric — the incremental risk charge (IRC) — in line with Basel

Committee recommendations and applicable regulation.

IRC covers both default risk and rating migration risk, which VaR

does not capture adequately through changes in credit spreads.

We mainly apply this metric to fixed income bonds (both sovereign

and corporate), bond derivatives (forwards, options, etc.) and credit

derivatives (credit default swaps, asset-backed securities, etc.). We

calculate IRC from direct measurements of the loss distribution

tails at the appropriate percentile (99.9%) over a one-year horizon

and follow a Monte Carlo methodology with one million

simulations.

12 Certain figures contained in this section have been subject to rounding to enhance their presentation. Accordingly, in certain instances, the sum of the numbers in a column or

a row in tables contained in this report may not conform exactly to the total given for that column or row.

Annual report 2025571

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Credit valuation adjustment (CVA) and debit valuation

adjustment (DVA)

The Group calculates trading book results through CVA and DVA.

|  |  |
| --- | --- |
|  |  |
|  | For more details on CVA and DVA see 'Credit risk from financial markets  activities' in section  2 [.4 'Other credit risk details'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_820) |

#### 3.3 Key market risk metrics

 12

In 2025, overall trading risk levels remained relatively low and

broadly in line with those of the previous year. We saw some

temporary increases mainly driven by tariff negotiations with the

United States, uncertainty around central banks’ monetary policies,

the geopolitical risk environment (Ukraine and the Middle East)

and election periods in some Latin American markets. These

isolated episodes of higher risk therefore reflected temporary

periods of increased volatility in financial markets rather than a

significant increase in positions in our trading portfolios.

Trading risks mainly arise from customer activity in non-complex

instruments, most of which focus on interest rates and foreign

exchange hedging.

During 2025, the use of limits for trading activities remained

generally moderate. We set limits in line with the Group’s risk

appetite for this type of activity.

#### VaR analysis

The trading strategy focuses on customer-driven activity,

minimizing any net directional risk exposure and maintaining

diversification by geography and risk factor. This is reflected in the

VaR of the CIB trading portfolio.

In 2025, VaR ranged between EUR 29.2 million and EUR 9.6

million, while average VaR stood at EUR 17.6 million, above the

2024 and 2023 levels (EUR 17.1 million and EUR 11.7 million,

respectively). Market volatility contributed to keeping VaR above

the average of the past three years throughout almost the entire

period.

VaR at the end of December (EUR 18.7 million) was only EUR 0.03

million lower than at 2024 year-end, which still reflects high

market volatility, ongoing geopolitical risk and concern about

inflation trends, which could increase again as a result of new

trade policies in the US.

By risk factor, average VaR was higher for several risk factors and

especially for foreign exchange risk, given the high volatility in

some currencies such as the US dollar and the Argentine peso.

Temporary jumps in VaR for the different factors usually stemmed

from short-lived increases in market price volatility rather than

from significant changes in positions.

By geographic area, average VaR in Europe exceeded the 2024

average, mainly due to interest rate and foreign exchange risk

factors, while it remained below that level in North and South

America.

|  |  |
| --- | --- |
|  |  |
|  | For more details on VaR and expected shortfall (ES) by risk factor and  region see table on section  ['2. Trading market risk management'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1282) [,](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1261)  in Note  54 to the consolidated financial statement |

|  |
| --- |
|  |
| VaR 2023-2025 |
| EUR million. VaR at 99% over a one day horizon |

![VaREvolENGdec.jpg]()

Annual report 2025572

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#### Backtesting

Actual losses may differ from those forecasted by VaR because of

the above-mentioned limitations of this metric. At Santander we

review the accuracy of the VaR calculation model to confirm its

reliability (see ‘Methodologies’ in section [3.2 ‘Market risk](#i6ecb2a0d58d04b53bfadfa2a833efaa7_829)

[management’](#i6ecb2a0d58d04b53bfadfa2a833efaa7_829)). The main tests consist of backtesting exercises:

• In hypothetical P&L backtesting for the total portfolio, we

observed two exceptions (daily loss higher than VaR or daily gain

higher than VaE) to VaR at a 99% confidence level in 2025 — on 9

and 11 April — as a result of high market volatility, mainly driven

by uncertainty about the potential impact of new trade policies in

the United States. We did not observe any exceptions to VaE at a

99% confidence level in 2025.

• The outcome of the exercise in the past year aligns with the

assumptions of the VaR calculation model.

|  |
| --- |
|  |
| Backtesting of trading portfolios: daily results vs. VaR for previous day |
| EUR million |

![BacktestingENGdec.jpg]()

#### Derivatives risk management

Our derivatives business mainly involves selling investment

products and providing risk hedging for customers. Our risk

management aims to keep net open risk as low as possible.

Transactions include equity, fixed income and foreign exchange

options, primarily in Spain, Brazil, the United Kingdom, the United

States and Mexico.

The following chart shows the trend in Vega VaR for the structural

derivatives business over the past three years. In general, higher

VaR levels relate to significant, temporary increases in market

volatility, for example, due to changes in monetary policy in

response to changes in inflation, periods of political uncertainty in

some of our markets, or uncertainty around new US trade tariffs.

|  |
| --- |
|  |
| Change in risk over time (VaR) of structure derivatives |
| EUR million. VaR Vega at a 99% over a one day horizon |

![VaRVegaEvolENGdec.jpg]()

Annual report 2025573

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Average VaR mainly reflected equity risk, followed by foreign

exchange and interest rate risk. Average risk in 2025 (EUR 6.5

million) exceeded the 2024 and 2023 levels amid trade and

geopolitical tensions, as shown in the table below:

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Financial derivatives. Risk (VaR) by risk factor | | | | | | | | | | |
| EUR million. VaR at a 99% over a one day horizon | | | | |  |  |  |  |  |  |
| c |  |  |  |  |  |  |  |  |  |  |
|  | 2025 | | | |  | 2024 | |  | 2023 | |
|  | Minimum | Average | Maximum | Latest |  | Average | Latest |  | Average | Latest |
| Total VaR Vega | 3.4 | 6.5 | 12.6 | 7.0 |  | 3.5 | 4.5 |  | 2.4 | 2.1 |
| Diversification effect | (0.9) | (1.3) | (2.4) | (1.8) |  | (2.0) | (1.7) |  | (1.9) | (1.2) |
| Interest rate VaR | 0.6 | 0.9 | 1.8 | 0.7 |  | 1.3 | 0.9 |  | 2.0 | 1.5 |
| Equity VaR | 3.0 | 5.7 | 10.9 | 6.9 |  | 3.1 | 3.8 |  | 1.4 | 1.2 |
| FX VaR | 0.7 | 1.2 | 2.3 | 1.2 |  | 1.1 | 1.5 |  | 0.9 | 0.6 |
| Commodity VaR | — | — | — | — |  | — | — |  | — | — |

Santander’s exposure to complex structured instruments or

vehicles is very limited, which reflects our risk culture and prudent

risk management. The Group’s risk appetite caps total level 3

assets and liabilities (those whose fair value is measured using

significant unobservable market inputs) at 5% of the Group’s total

assets and liabilities measured at fair value.

At the end of December, our exposures to hedge funds stood at

EUR 115 million, all of them indirect as we act as counterparty in

derivatives transactions.

We analyse the risk associated with these counterparties case by

case and set collateralization levels according to each fund’s

characteristics and assets.

Our policy for approving new transactions in these products

remains prudent and conservative, and senior management

oversees it.

#### Scenario analysis

As for the results of the stress test scenarios, the following table

shows the worst case (maximum volatility) outcome at the end of

December.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Stress scenario: maximum volatility (worst case) | | | | | | |
| EUR million. Dec. 25 data | | | | | | |
|  | Interest rate | Equities | Exchange rate | Credit spread | Commodities | Total |
| Total trading | (128.3) | 25.7 | (80.3) | (119.5) | — | (302.4) |
| Europe | (70.3) | 28.2 | (75.1) | (42.7) | — | (159.9) |
| North America | (37.2) | 0.1 | (2.2) | (76.8) | — | (116.1) |
| South America | (20.8) | (2.6) | (3.0) | — | — | (26.4) |

The analysis shows that the Group would suffer an economic

impact of EUR 302 million on its trading portfolios in mark-to-

market terms if the worst-case stress movements were to

materialize. The loss would mainly affect Europe (in foreign

exchange in a euro appreciation scenario, followed by interest

rates in an upward-rate scenario, and lastly in credit spreads in a

widening scenario) and North America (mainly in credit spreads in

a widening scenario, followed by interest rates in an downward-

rate scenario).

Annual report 2025574

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Connection with balance sheet items

The following table sets out the items in Grupo Santander’s

consolidated position balance sheet that are subject to market risk,

distinguishing between positions whose main risk metric is VaR

and those whose risk we monitor using other metrics.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Risk metric values on the consolidated balance sheet | | | | |
| EUR million. Dec. 25 data | | |  |  |
|  |  |  |  |  |
|  |  | Main market  risk metrics | |  |
| Assets subject to market risk | Balance sheet  amount | VaR | Other | Main risk factors for  'Other' balance |
| Cash, cash balances at central banks and other deposits on demand | 152,281 |  | 152,281 | Interest rate |
| Financial assets held for trading | 252,318 | 252,318 |  |  |
| Non-trading financial assets mandatorily at fair value through profit or loss | 7,761 | 5,815 | 1,946 | Interest rate, spread |
| Financial assets designated at fair value through profit or loss | 8,046 | — | 8,046 | Interest rate, spread |
| Financial assets at fair value through other comprehensive income | 74,612 | 2,281 | 72,331 | Interest rate, spread |
| Financial assets measured at amortised cost | 1,202,689 |  | 1,202,689 | Interest rate, spread |
| Hedging derivatives | 3,931 |  | 3,931 | Interest rate,  exchange rate |
| Changes in the fair value of hedged items in portfolio hedges of interest risk | 50 |  | 50 | Interest rate |
| Other assets | 165,827 |  |  |  |
| Total assets | 1,867,515 |  |  |  |
|  |  |  |  |  |
| Liabilities subject to market risk |  |  |  |  |
| Financial liabilities held for trading | 171,546 | 171,546 |  |  |
| Financial liabilities designated at fair value through profit or loss | 42,148 | — | 42,148 | Interest rate, spread |
| Financial liabilities at amortised cost | 1,421,184 |  | 1,421,184 | Interest rate, spread |
| Hedging derivatives | 4,248 |  | 4,248 | Interest rate,  exchange rate |
| Changes in the fair value hedged items in portfolio hedges of interest rate risk | 49 |  | 49 | Interest rate |
| Other liabilities | 115,592 |  |  |  |
| Total liabilities | 1,754,767 |  |  |  |
| Total equity | 112,748 |  |  |  |

#### 3.4 Structural balance sheet risk

#### management

Structural risk is the risk that market or balance sheet movements

will change the value or profit generation of assets or liabilities in

the banking book.

It also includes risks related to insurance and pensions, as well as

the risk that we may not have sufficient capital, in amount or

quality, to meet internal business objectives, regulatory

requirements or market expectations.

In 2025 we introduced improvements to provide control teams

with better tools to manage structural balance sheet risks:

• We reviewed and expanded the scenarios we use to monitor

structural interest rate risk by adding new historical scenarios

and analysing how exposures change when we adjust the

parameters of the most significant models.

• We strengthened controls over IRRBB reporting to make the data

we submit regularly to supervisors more consistent.

• We reinforced oversight of model backtesting exercises to

confirm that the parameters we applied remain appropriate.

• We enhanced the foreign exchange (FX) control framework by

adding additional metrics to monitor the impact on capital of

adverse exchange rate movements.

#### Limits management and control systems

Internal policies set by senior management define the control and

oversight mechanisms for structural risk in line with regulatory

requirements and our risk appetite. These mechanisms take into

account the structural risk sub-types, as well as their implications,

contingencies and interrelationships.

The structural risk function, part of the second line of defence, aims

to promote that this risk is understood, controlled and reported to

senior management in line with the established governance by:

• setting interest rate risk metrics and reviewing and challenging

the structural risk appetite and the limits proposed by the first

line of defence;

• overseeing structural risk management by the first line and

verifying compliance with the established limits;

• reporting regularly to senior management on the risk profile and

providing guidance to the business lines on any measures that

need to be taken;

13 Certain figures contained in this section have been subject to rounding to enhance their presentation. Accordingly, in certain instances, the sum of the numbers in a column or

a row in tables contained in this report may not conform exactly to the total given for that column or row.

Annual report 2025575

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

• assessing and challenging commercial proposals and providing

senior management and business units with the information they

need to understand interest rate risk in the Group’s businesses

and transactions; and

• establishing and updating models and policies and confirming

that structural risk management procedures remain appropriate.

As with market risk, we have a framework that sets out the annual

plan for establishing structural balance sheet risk limits in line with

the risk appetite. The main limits are:

• Structural interest risk in the banking book:

• Net interest income (NII) sensitivity limit over a one-year

horizon.

• Economic value of equity (EVE) sensitivity limit.

• Limit of the negative impact on shareholder equity of changes

to the value of assets carried at fair value in the banking book

stemming from adverse movements in the market.

• Structural FX risk:

• Limit on the net permanent position of the core capital ratio.

• Limit on the individual hedge required for each currency.

We complement these limits with other triggers and alerts that

monitor specific aspects of these risks and supplement the metrics

described above. Business line risk managers must explain any

excesses over limits or sub-limits and provide an action plan to

correct them.

#### Methodologies and other key details

Structural interest rate risk

Within structural risk, interest rate risk in the banking book (IRRBB)

is the main source of balance sheet risk.

We analyse the potential impact of interest rate changes to the

currencies in which we operate on the economic value of equity

(EVE) and net interest income (NII).As impacts will differ based on

how rates move, it’s therefore necessary to monitor and manage

several interest rate risk sub-types, such as repricing risk, yield

curve risk, basis risk and optionality risk (automatic and

behavioural).

Depending on the balance sheet interest rate position and market

conditions and outlook, we may need to take financial measures to

achieve the risk profile that the Group defines.

We mainly monitor IRRBB through NII and EVE sensitivity metrics

to interest rate movements.

• Net interest income and its sensitivities. NII is the difference

between interest income on assets and interest expense on

liabilities in the banking book over a given time horizon (typically

one to three years, with one year as the Group standard). This

metric helps identify short-term risks and complements the

sensitivity of the economic value of equity (EVE).

• Economic value of equity and its sensitivities. EVE is the

difference between the net present value of assets and the net

present value of interest-bearing banking book liabilities,

excluding equity and other non-interest-bearing instruments.

This metric helps identify long-term risks and complements NII

sensitivity.

Credit spread risk

Among the metrics we use to monitor credit spread risk in the

banking book (CSRBB), the main ones are NII and EVE sensitivity to

changes in spread curves, as well as the impact of stress scenarios

on positions identified as subject to CSRBB.

Interest rate models

Interest rate risk metrics take into account how different financial

products behave under stressed scenarios, where uncertainty is

common and contractual terms may not be fulfilled. We have

developed methodologies that help explain how these products

would perform in such conditions. These are our key interest rate

risk models:

• Treatment of liabilities without stated maturity. The Group’s

model shows balances of all accounts without maturity using

stable and unstable volumes, settlement speed over time,

customer and market types, and other variables.

• Prepayment treatment for certain assets. Prepayment risk

mainly affects fixed-rate mortgages in subsidiaries where

contractual rates are below market rates and customers have the

incentive to pay off all or part of their mortgage early.

Structural exchange rate risk/hedging of results

We monitor these activities daily using position measures, VaR and

results.

We introduced new limits to FX positions in the banking book in

2024, allowing us to complement the structural FX metrics and

monitor exchange rate risk in full.

Structural equity risk

We measure equity positions, VaR and P&L.

#### 3.5 Key structural balance sheet

#### risk metrics

 13

The market risk profile inherent to the Group’s balance sheet

remained at moderate levels in 2025, in line with previous years.

The Finance division of each subsidiary manages the interest rate

risk arising from its commercial banking activity and is responsible

for managing structural risk driven by interest rate fluctuations.

Santander measures interest rate risk by analysing changes in the

economic value of equity and in net interest income caused by

changes in interest rates (both parallel and non-parallel), balance

sheet composition, and shifts in customer behaviour. Once we have

measured these risks, we decide whether to implement structural

risk mitigation strategies using interest rate instruments, such as

purchases of fixed income bond portfolios and derivatives, to keep

the interest rate risk profile within the risk appetite.

Exposure across all subsidiaries remained moderate in 2025

relative to the annual budget and capital levels.

Annual report 2025576

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The NII and EVE sensitivities below are based on scenarios of

parallel interest rate movements between ±100 bps.

#### Structural interest rate risk

#### Europe

At the end of December, net interest income (NII) in our main

balance sheets showed positive sensitivities to interest rate

increases. At the same date, the economic value of equity (EVE)

showed negative sensitivity to interest rate rises.

Also at the same date, under the scenarios described above, the

most significant NII sensitivity risk related to the euro, at EUR 561

million; pound sterling, at EUR 169 million; the Polish zloty, at EUR

51 million; and the US dollar, at EUR 50 million; with all of them

linked to interest rate cut risk.

|  |
| --- |
|  |
| Net interest income (NII) sensitivity |
| % of total |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 61.4% | 25.4% | 13.2% |

![1524]()

\* Other: Poland, Portugal and Digital Consumer Bank.

The most significant risk to the economic value of equity was

concentrated in the euro yield curve, at EUR 1,087 million, in pound

sterling, at EUR 614 million; the Polish zloty, at EUR 275 million;

and the US dollar, at EUR 104 million, with all of them linked to

interest rate increase risk.

|  |
| --- |
|  |
| Economic value of equity (EVE) sensitivity |
| % of total |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 45.3% | 26.8% | 27.9% |

![1833]()

\* Other: Poland, Portugal and Digital Consumer Bank.

#### North America

At the end of December, net interest income (NII) in our North

American balance sheets showed positive sensitivity to interest

rate increases in the United States and negative sensitivity to the

same scenario in Mexico. In both cases, the economic value of

equity (EVE) showed negative sensitivity to interest rate rises.

At the same date, the most significant risk to net interest income

was concentrated mainly in the US (EUR 49 million).

|  |
| --- |
|  |
| Net interest income (NII) sensitivity |
| % of total |

|  |  |
| --- | --- |
|  |  |
| 75.0% | 25.0% |

![2151]()

The most significant risk to the economic value of equity was

concentrated in the US (EUR 570 million).

|  |
| --- |
|  |
| Economic value of equity (EVE) sensitivity |
| % of total |

|  |  |
| --- | --- |
|  |  |
| 74.4% | 25.6% |

![2237]()

#### South America

We generally position economic value and net interest income in

our main South American balance sheets for interest rate cuts.

At the end of December, the most significant risk to net interest

income was mainly in Brazil (EUR 57 million).

|  |
| --- |
|  |
| Net interest income (NII) sensitivity |
| % of total |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 75.0% | 5.3% | 19.7% |

![2480]()

\* Other: Argentina, Peru, Uruguay and Colombia.

The most significant risk to the economic value of equity was

mainly in Brazil (EUR 257 million) and Chile (EUR 225 million).

|  |
| --- |
|  |
| Economic value of equity (EVE) |
| % of total |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 46.7% | 40.8% | 12.5% |

![2620]()

\* Other: Argentina, Peru, Uruguay and Colombia.

#### Structural foreign exchange rate risk/results

#### hedging

Our structural foreign exchange risk mainly arises from foreign

currency transactions linked to permanent financial investments,

their results, and associated hedges. Our dynamic management of

this risk aims to limit the impact of exchange rate movements on

the core capital ratio. In 2025, hedging of the currencies that affect

the core capital ratio remained close to 100%.

In December 2025, the largest permanent exposures (with their

potential impact on equity) were, in this order, in pound sterling,

US dollars, Brazilian reais, Mexican pesos, Polish zlotys and Chilean

pesos.

The Group hedges part of these permanent positions with foreign

exchange derivatives. The Finance division manages foreign

exchange risk and hedges the expected results and dividends of

subsidiaries whose functional currency is not the euro.

Annual report 2025577

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Structural equity risk

Grupo Santander holds equity positions both on its balance sheet

(banking book) and in its trading portfolio. We classify these

positions as equity instruments or investments, depending on the

percentage of ownership or control.

At the end of December, the banking book equity and investment

portfolio was diversified across securities from various countries,

such as Spain, China, Morocco and Poland. Most of the portfolio

was invested in the financial and insurance sectors. Other sectors

with smaller allocations included real estate activities.

Structural equity positions are exposed to market risk. We

calculate VaR for these positions using market price series or

proxies. At the end of December, VaR at a 99% confidence level

over a one-day horizon stood at EUR 147 million (EUR 127 million

and EUR 171 million at year-end 2024 and 2023, respectively).

#### Structural VaR

We use a homogeneous metric such as VaR to monitor overall

banking book market risk (excluding CIB trading activity, as

described in section [3.3 ‘Key market risk metrics](#i6ecb2a0d58d04b53bfadfa2a833efaa7_832) ’). We distinguish

between fixed income — taking into account interest rates and

credit spreads in ALCO portfolios — foreign exchange, and equities.

Overall, structural VaR is not material in relation to our total asset

volume or equity.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Structural VaR | | | | | | | | | | |
| EUR million. VaR at a 99% over a one day horizon. | | | | | | | | | | |
|  | 2025 | | | |  | 2024 | |  | 2023 | |
|  | Minimum | Average | Maximum | Latest |  | Average | Latest |  | Average | Latest |
| Structural VaR | 598.5 | 662.9 | 751.9 | 690.1 |  | 747.7 | 687.5 |  | 705.0 | 749.5 |
| Diversification effect | (155.9) | (258.4) | (265.6) | (206.6) |  | (386.4) | (268.6) |  | (416.6) | (444.7) |
| VaR Interest RateA | 158.3 | 177.3 | 205.8 | 177.6 |  | 412.0 | 235.2 |  | 348.4 | 380.2 |
| VaR Exchange Rate | 486.0 | 597.7 | 648.7 | 572.4 |  | 571.7 | 594.4 |  | 580.4 | 642.9 |
| VaR Equities | 110.1 | 146.3 | 163.0 | 146.7 |  | 150.4 | 126.5 |  | 192.8 | 171.1 |

A. Includes credit spread VaR on ALCO portfolios.

#### 3.6 Liquidity risk management

Balance sheet liquidity risk is the risk that we may fail to meet

payment obligations at maturity or only do so at excessive cost.

Losses may arise from forced asset sales or margin impacts caused

by mismatches between expected cash inflows and outflows.

The second line of defence is responsible for seeing that this risk is

understood, controlled and reported to senior management and

across the Group in line with the established governance by:

• defining liquidity risk and providing detailed assessments of

current and emerging material liquidity risks;

• defining liquidity risk metrics and reviewing and challenging the

risk appetite and the limits that the first line of defence proposes;

• assessing and challenging commercial/business proposals and

providing senior management and business units with the

information they need to understand the liquidity risk of

Santander’s businesses and transactions;

• overseeing liquidity risk management by the first line and

assessing whether businesses remain within liquidity risk limits;

• reporting on compliance with risk appetite limits and any

exceptions to the governance bodies (risk control committee, risk

supervision, regulation and compliance committee and board);

• providing a consolidated view of liquidity risk exposures and the

liquidity risk profile; and

• confirming that suitable liquidity procedures are in place to

manage the business within the risk appetite limits.

Throughout 2025, market conditions remained stable. Debt

markets operated normally and Grupo Santander met its funding

targets.

Annual report 2025578

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

Over the year we strengthened intraday liquidity risk controls to

stay aligned with the ECB’s best practice paper on intraday risk

management. We also enhanced the liquidity early warning

indicator framework by adding an indicator that captures media

and social media activity related to the Group.

In addition, our subsidiaries maintained solid balance sheets and

stable funding structures, supported by a broad customer deposit

base that covers structural needs, with low reliance on short-term

funding and liquidity metrics well above local, corporate and

regulatory requirements and within risk appetite limits.

#### 3.7 Key liquidity risk metrics

Our strong liquidity position relies on a decentralized model in

which each subsidiary manages its liquidity autonomously. We

measure liquidity risk with tools and metrics that capture the key

risk factors. We calculate regulatory liquidity metrics in line with

the criteria set out in the Regulation CRR II and the Directive CRD IV.

For internal metrics, we define liquidity scenarios using a

combination of observations from actual liquidity crises at other

banks, regulatory assumptions, and expert judgement.

The Group’s main monitoring metrics are:

Regulatory metrics

a. Liquidity coverage ratio (LCR) assesses the short-term resilience

of our liquidity profile by making sure we have enough high-quality

liquid assets to withstand a considerable market stress scenario for

30 calendar days. In 2025, the Group’s LCR remained stable and

well above the regulatory threshold.

b. Net stable funding ratio (NSFR) measures long-term liquidity

risk. It is the ratio of available stable funding to required stable

funding. In 2024, the NSFR of our core subsidiaries and the Group

remained above the regulatory requirement of 100% and the

internal risk appetite.

Internal metrics

a. Liquidity buffer: assesses whether liquid assets are enough for

the bank to survive for set time horizons under several liquidity

stress scenarios.

b. Wholesale counterparty concentration metric: measures the

impact of our largest non-financial counterparties withdrawing

deposited funds. We use it to measure the quality of our liquidity

and to uncover excessive dependency on a small number of

customers.

c. Structural asset encumbrance metrics: we calculate two types of

metric — the asset encumbrance ratio, which measures the

proportion of encumbered assets over the entity’s total assets, and

the structural asset encumbrance ratio, which measures the

proportion of encumbered assets associated with structural

funding (mainly long-term collateralized issuances and central

bank funding).

d. Other additional liquidity indicators: the Group has defined a set

of additional liquidity indicators that complement the above and

help measure other liquidity risk factors not covered by them.

e. Liquidity risk scenario analysis: the Group has five standard

scenarios:

i. An idiosyncratic scenario of events that are detrimental only to

Santander.

ii. A local market scenario of events that are highly detrimental to

Grupo Santander’s base country’s financial system or real

economy.

iii. A global market scenario of events that are highly detrimental

to the global financial system.

iv. A combined scenario of more severe idiosyncratic and local and

global market events, occurring simultaneously in an

interconnected manner.

v. Climate scenarios, with various stress situations based on the

potential economic effects of climate change.

We use these stress test outcomes as tools to determine risk

appetite and support business decision-making.

f. Early-warning liquidity indicators: the early warning system

comprises quantitative and qualitative indicators that help identify,

at an early stage, situations of liquidity stress or potential

weaknesses in the funding and liquidity structure of Group entities.

These indicators include both external measures, linked to market

financial variables, and internal measures related to our own

performance.

g. Intraday liquidity metrics: the Group applies the Basel regulatory

definition to calculate a set of metrics and stress scenarios that

support a high standard of intraday liquidity risk management and

control.

|  |  |
| --- | --- |
|  |  |
|  | For more details on liquidity metrics, see section  [4](#i6ecb2a0d58d04b53bfadfa2a833efaa7_682) [.4 ‘Liquidity and funding](#i6ecb2a0d58d04b53bfadfa2a833efaa7_682)  [management’](#i6ecb2a0d58d04b53bfadfa2a833efaa7_682)  in the 'Economic and financial review' chapter. |

Annual report 2025579

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#### 3.8 Actuarial, pension and insurance risk

#### management

#### Actuarial risk

Actuarial risk in the Group mainly arises from biometric changes in

the life expectancy of beneficiaries of defined benefit

commitments and from unexpected increases in non-life benefits

covered by those commitments.

We distinguish the following actuarial risks:

• Life liability risk: risk of loss due to changes in the value of

pension obligation liabilities as a result of fluctuations in related

risk factors: mortality/longevity, morbidity, surrender and lapse,

expenses and catastrophe.

• Non-life liability risk: risk of loss due to changes in the value of

non-life benefit liabilities the Group has undertaken with its

employees, driven by fluctuations in related risk factors such as

premium insufficiency, reserving risk and catastrophe risk.

#### Pension risk

In managing the risk of defined benefit employee pension funds,

we assume the financial, market, credit and liquidity risks arising

from the fund’s assets and investments, as well as the market and

actuarial risks associated with the liabilities, namely the pension

obligations to our employees.

Our main goal in pension risk management and control is to

identify, measure, mitigate and report all pension risk sources,

while gradually reducing our exposure to this risk over the long

term.

At Santander we measure pension risk using a VaR methodology

and other approaches. We use this metric to set pension risk

appetite limits and to calculate economic capital. Each year, we

also estimate the combined losses on assets and liabilities under a

stress scenario that includes changes in interest rates, exchange

rates, inflation, quoted asset prices, real estate prices and credit

spreads.

Most defined benefit plans are located in the United Kingdom,

Brazil, Portugal, Spain and Germany.

In 2025, market developments had an overall positive effect on

pension risk, mainly due to higher discount rates in our core

markets. This effect was offset by rising inflation in markets with

significant inflation exposure. Over the year, we continued to

implement de-risking measures to reduce our exposure to actuarial

and pension risks, taking advantage of the prevailing interest rate

environment.

Insurance risk

Grupo Santander operates an insurance model based mainly on its

own insurance companies and on agreements with insurance

companies in which it holds a non-controlling interest (joint

ventures).

These insurance companies take on several types of risk, including

financial, non-financial and actuarial risks, in line with each entity’s

risk profile.

Our main goal in insurance risk management and control is to

identify, measure, mitigate and report all risk sources in the

insurance business so we can help meet the commitments we

make to our policyholders and shareholders.

Thus, Santander constantly monitors the solvency of these entities

by calculating regulatory solvency levels and checking that they

remain within the established risk appetite, among other tools. We

also track the most material risks on a continuous basis and, for the

most significant ones, we carry out sensitivity analyses and stress

scenarios to assess their potential impact.

In 2025, the risk profile of the insurance entities remained broadly

in line with previous years.

Annual report 2025580

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4. Capital risk

#### 4.1 Introduction

Within structural risk, Grupo Santander includes the risk of not

having sufficient capital to absorb losses arising from its operations

or to meet internal business objectives, regulatory requirements or

market expectations.

As part of the second line of defence, we control and oversee the

capital activities that the first line carries out, verifying that capital

adequacy and its coverage fit our risk profile and the Group’s

strategy. We also oversee and monitor transactions that are

considered significant risk transfer (SRT) transactions.

Capital activities are encompassed in the Group’s capital

framework and model and bring together different processes such

as capital planning and adequacy, framed within the strategic plan

and the Internal capital adequacy assessment process (ICAAP), as

well as subsequent budget execution and monitoring, together

with ongoing measurement, reporting and disclosure of capital

information.

#### 4.2 Capital risk management

We independently oversee the capital activities that the first line

performs and group them into four key processes aimed at

maintaining a solid level of capital and using it efficiently to meet

internal solvency objectives and regulatory requirements in line

with our risk profile.

Capital planning

Drawing up of a capital plan that is consistent with the strategic

plan, sets solvency objectives, and identifies the measures needed

for execution. The control function analyses the plan’s feasibility by

identifying, assessing and measuring the risks that could affect its

achievement.

Capital adequacy

A process that evaluates — also under stress scenarios — capital

levels in relation to the risks assumed, based on risk identification

and assessment and the risk appetite framework.

Oversight under this process primarily aims to:

• help confirm that all relevant risks we are exposed to in the

course of our activity are covered;

• verify that the results are reasonable and consistent with the

business strategy, the macroeconomic and geopolitical

environment, and system variables; and

• review that the methodologies and assumptions used are

appropriate.

Capital risk measurement

An internal management process whose main outcome is the

regular calculation of the metrics used in capital management,

supervisory reports and market disclosure.

Ongoing oversight of the Group’s capital measurement is another

control function that the second line of defence carries out. We

review capital metrics against previously defined thresholds and

oversee compliance with the solvency risk appetite to help

preserve levels above internal requirements, regulatory

requirements and market expectations.

Origination (risk transfer initiatives)

A process to structure, govern and execute the initiatives originated

in the Group to free up own resources, as well as their subsequent

monitoring.

We oversee securitizations that the supervisor could consider

significant risk transfer (SRT) transactions and whose objective is to

release capital in accordance with Regulation (EU) 2017/2401 and

2017/2402, articles 243 to 245, on SRT, in which we act as

originator.

Oversight is a prior step and an essential requirement for the

execution of these securitizations (both synthetic and traditional)

and applies to every transaction that may lead to a reduction in

risk-weighted assets (RWA) under regulatory criteria.

The main purpose of this process is to contribute to securitization

oversight by analysing the conditions that may affect their

consideration as SRT, for example:

• that the transaction meets the requirements for an effective

transfer of risk;

• that the operation complies with all prudential regulation

requirements;

• that the risk parameters used in the transaction follow the

defined methodology; and

• that the transaction’s economic rationale fits the established

standards.

In today’s macroeconomic landscape — marked by geopolitical

tensions and greater global uncertainty — we have identified and

assessed the potential risks that could affect the Group’s solvency

levels and the achievement of internal objectives, and we

continuously monitor the main metrics.

14 Certain figures contained in this section have been subject to rounding to enhance their presentation. Accordingly, in certain instances, the sum of the numbers in a column or

a row in tables contained in this report may not conform exactly to the total given for that column or row.

Annual report 2025581

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In capital planning, we regularly set uncertainty levels regarding

budget execution and assess potential deviations from the

projections made. Specifically, we oversee the progress of the

organic capital generation plan, the securitization plan and other

initiatives with impact on capital, and the supervisory reviews

related to capital calculation.

In 2025, we continued to strengthen continuous monitoring of

subsidiaries’ capital contribution targets so that the risk function

could make visible several risks and/or opportunities related to

achieving the year’s capital objectives. We also oversaw the impact

of market variables on capital levels. The Group continues to apply

hedging policies to mitigate exchange-rate volatility in the CET1

ratio.

In parallel, and within the risk appetite framework, together with

the first line of defence, the function set solvency appetite limits,

keeping calibration in line with an overall medium-low risk profile

that is resilient to stress conditions.

In this context, in 2025 we introduced a new risk appetite metric

that extended the scope of the SRTs metric to cover all Risk

Transfer, strengthening a metric that is essential to preserve the

robustness of capital ratios under both normal and stressed

conditions.

We also introduced a new economic solvency metric to confirm

that our capital base covers the requirements set by our economic

capital model, which considers all risks to which the Group is

exposed (Pillar 1 and Pillar 2).

With regard to planning exercises, during the year we continued to

review the Recovery Plan, both at Group level and for subsidiaries,

promoting certain improvements to measures and underlying

assumptions.

Regarding oversight of SRT securitizations, we continued to

enhance reporting and governance for corporate monitoring at the

origination stage, with a higher degree of standardisation. In

addition, we further strengthened transaction monitoring through

greater involvement of subsidiaries in periodic analysis exercises

and improved process automation by using a corporate tool.

4.3 Key metrics 14

Santander has a strong capital position, consistent with its

business model, balance sheet structure, risk profile and

regulatory requirements. Our robust balance sheet and profitability

enable us to finance growth and continue to accumulate capital.

Our model of subsidiaries with autonomy over capital and liquidity

enables us to mitigate risk. Our capital metrics are stable, with

ratios comfortably above regulatory requirements and at

appropriate levels.

The distribution of risk-weighted assets (RWA) by risk type and by

region at year-end reflects the Group’s core business in credit risk

and its geographic diversification:

|  |  |
| --- | --- |
|  |  |
| RWA by risk type A |  |
| Dec. 25 data |  |

|  |
| --- |
|  |
| RWA by global business |
| Dec. 25 data |

![629]()

![631]()

A. Credit risk included counterparty credit risk, securitizations and amounts below

the thresholds for deduction.

Regarding the Group’s solvency levels, the Common Equity Tier 1

(CET1) phased-in ratio at the end of December stood at 13.5%,

well above the upper end of our operating range (12%–13%) and

our 2025 target. This comfortably exceeds the minimum

requirement set by the ECB, which stands at 9.8% in December

2025.

In addition, throughout the year, the CET1 ratio remained with a

comfortable buffer above the risk appetite levels approved by the

Bank’s Board.

The increase in CET1 phased-in over the year was 0.7 pp, broken

down as follows:

• Attributable profit: 223 bps of capital, partly offset by 121 bps

corresponding to capital distribution, including shareholder

remuneration and the cost of Additional Tier 1 (AT1) obligations.

• Net organic RWAs: -25 bps, resulting from business RWA growth

net of risk transfer initiatives.

• Additionally, -16 bps from regulatory charges and +9 bps from

markets and other.

|  |  |
| --- | --- |
|  |  |
|  | For more details, see section  4[.5 ‘Capital management and adequacy.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_685)  [Solvency ratios](#i6ecb2a0d58d04b53bfadfa2a833efaa7_685) ' in the 'Economic and financial review' chapter. |

15 Legal proceedings stemming from operational risk.

Annual report 2025582

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5. Operational risk

#### 5.1 Introduction

Operational risk is present in all products, activities, processes and

systems, and is inherent to all business and support areas of the

Group. That’s why all Santander employees are responsible for

managing and controlling the operational risk that stems from our

activities.

Santander defines operational risk as the risk of loss resulting from

inadequate or failed internal processes, people or systems, or from

external events, including legal risk 15, regulatory and conduct

compliance risks, model risk and risk categories such as fraud,

technology and cyber.

#### 5.2 Operational risk management

#### Management and control model

Our operational risk management and control model sets out the

components we need to manage and control this risk throughout

the entire management cycle, in line with advanced regulatory

standards and industry best practice. Applying the model helps set

and update management priorities properly and supports the

definition and execution of internal controls to mitigate risk across

the organization.

This section first describes the risk management cycle and the

tools we use to manage and control operational risk. It then

focuses on operational resilience and the main operational risks,

together with their mitigation plans. Lastly, it describes aspects

related to the use of insurance as a risk transfer mechanism and

the management of operational risk in the wholesale banking

business.

The operational risk cycle comprises the following phases:

• Strategic planning: This covers the activities needed to define

the Group’s target operational risk profile, including risk appetite

setting, annual loss estimation, and review of the management

perimeter.

• Identification and assessment of risks and internal controls:

This aims to identify the risks and factors that may give rise to

operational risk in the organization and to assess their potential

quantitative and qualitative impact.

• Ongoing monitoring of the operational risk profile: This

involves regular analysis of the available information on the

nature and scope of the risks incurred in the course of the

Group’s activities, using an appropriate alert system based on

tools such as indicators and escalation procedures.

• Response decisions, including mitigation and risk transfer

measures: As operational risk may arise in any Group process, its

management requires decisions on unacceptable risks after

identification and assessment.

The analysis of operational risk exposure may conclude with

acceptance of the risk level, implementation of action plans to

manage it, risk transfer through insurance or other outsourcing

mechanisms, or, alternatively, the discontinuation of the related

activity.

Against this backdrop, contingency and business continuity plans

play a key role as they enable the entity to maintain its activity

and limit losses in the event of severe business interruptions,

which are particularly sensitive in financial markets. Specifically,

and in line with the EU’s Digital Operational Resilience

Regulation (DORA), the Group needs to strengthen its digital

operational resilience to support the integrity and reliability of

operations, protect the security of networks and information

systems, and maintain the continuous delivery of financial

services, even in the event of disruptions.

• Disclosure and reporting of information needed for decision-

making.

Additionally, Grupo Santander has several tools that support

effective management and control of risk throughout the

management cycle, such as:

![InstrumentosPuzzleENG.jpg]()

Annual report 2025583

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Internal event database

This database collects and records internal operational risk events

that may have a financial impact (for example, losses and

provisions, regardless of their amount) or a non-financial impact

(such as regulatory, customer and/or service impact). This

information:

• enables us to conduct root-cause analysis;

• promotes risk awareness to enhance management;

• supports the escalation of major events to senior risk

management as quickly as possible;

• allows for regulatory reporting; and

• supports the development of the economic capital model within

the ICAAP.

External event database

The external event database is a complementary source of

information to internal events and helps bolster operational risk

management. It contains quantitative and qualitative information

on external operational risk events to enable detailed analysis of

key industry events, comparison with the Group’s and subsidiaries’

loss profiles, and preparation of the operational risk and control

self-assessment (RCSA) exercises, the analysis of potential

insurance coverage, and scenario analysis.

Scenario analysis

This tool helps identify very low probability events that could result

in significant losses and supports the definition of appropriate

mitigation measures, based on the assessment and expert

judgement of the business lines and risk managers. Scenario

analysis results feed into the economic capital models.

Risk control self-assessment (RCSA)

The RCSA exercise consists of assessing the activities underlying

the Group’s various operations and quantifying their main risks and

vulnerabilities. Its purpose is to assess operational risks in terms of

inherent and residual risk, the design and effectiveness of controls,

and the need for further enhancements to controls or new

mitigation actions.

It also includes detailed reviews to identify cyber, technology,

fraud and supplier management risk factors, as well as any others

that may generate operational risk and/or regulatory breaches.

RCSA incorporates reviews related to regulatory compliance,

conduct risk and financial crime.

Key operational risks

A top-down assessment of operational risks that takes into account

senior management’s concerns and considerations regarding

several aspects of operational risk so the organization can assess

them properly and include them in the RCSA.

Key risk indicators

Metrics that measure specific aspects of risks and provide

quantitative information on our exposure and control environment.

The most significant indicators linked to the main risk factors form

part of the operational risk appetite.

Risk appetite

This comprises the following structure:

• A global non-financial risk appetite statement, which reflects

Grupo Santander’s commitment to control and limit non-

financial risk events that may lead to financial losses, fraud

events, operational and technology incidents, legal and

regulatory breaches, issues linked to employee conduct, or

damage to reputation. This statement is linked to loss and

control environment metrics.

• Specific statements on technology, cybersecurity, cloud, fraud,

financial crime, product sales, regulatory compliance, model risk,

data management and supplier management risks, each

associated with its own forward-looking monitoring metrics.

Economic capital model

Santander’s economic capital model for operational risk applies a

loss distribution approach (LDA) that captures our operational risk

profile and calculates economic capital based on information from

the internal event database, external events and scenario analysis.

We use it to determine economic capital for operational risk and to

estimate expected and stressed loss, which helps set operational

risk appetite.

We also use other tools to analyse and manage operational risk,

including: the assessment of new products and services,

transformation initiatives, business continuity plans, review of the

management perimeter and the coverage of corporate insurance

policies, recommendations from internal and external auditors and

supervisors, and quality assurance for the operational risk

programme.

Our operational risk management, assessment and reporting

system (Heracles) supports our programmes and tools under a

governance, risk and compliance approach and provides

information at subsidiary and Group level. It also enhances

management decision-making by using common taxonomies and

methodological standards, while avoiding duplication and

simplifying reporting. Through Heracles we help employees

maintain an updated, complete and accurate view of their

operational risks.

#### Operational resilience and business

#### continuity plan

The digital transformation, accelerated by the entry of new players

with more digital business models, is revolutionizing how banks

operate. While these structural changes create new business

opportunities, they also increase exposure to certain risks, such as

technology and cyberrisk, and heighten dependence on external

providers, which increases potential exposure to events that may

affect our operations and the services we provide to customers.

For this reason, regulation continues to emphasize the importance

of operational resilience through:

• the EU Digital Operational Resilience Act (DORA) and its

implementing standards, which broaden the perspective on

information and communication technology risk, understood as

any reasonably identifiable circumstance related to the use of

networks and information systems that, should it materialize,

may compromise the security of networks and systems, tools or

processes, operations or the delivery of services;

Annual report 2025584

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• the Basel Principles for Operational Resilience guidance; and

• The 'Building the UK financial sector’s operational resilience'

framework issued by the Bank of England, the Financial Conduct

Authority and the Prudential Regulation Authority.

These regulations require us to strengthen our ability to prevent

and recover from disruptive events and support the continued

delivery of services to our customers across all our businesses, as

well as preserve systemic stability.

To comply with these regulations and support the continuity of our

customer services, we have an operational resilience and business

continuity management system designed to support the continuity

of services and activities across all our subsidiaries in the event of a

disaster or major incident. It is a holistic management process that

identifies potential threats and their impact on our operations and

resources (people, applications, data, premises, among others) and

defines appropriate protocols and procedures to enable an

effective response and recovery in the shortest possible time.

Our operational resilience and business continuity application

(ARK@) is essential to maintain and manage the information

associated with this process.

In 2025, we continued to strengthen our business continuity

management system, with particular focus on:

• identifying critical services and setting impact tolerances for the

interruption of each of them in line with the Group’s risk appetite

and risk profile;

• drawing up internal continuity strategies or alternative

procedures to minimize the impact on business activities of

potential disruptions to services that critical suppliers provide;

• carrying out mandatory risk assessments and cost–benefit

analyses to select the continuity strategies needed for each

identified contingency scenario;

• strengthening the annual tests that cover all strategies and plans

for each scenario (mainly scenarios of application and data

unavailability); and

• enhancing the methodology to manage and monitor the maturity

level of subsidiaries’ business continuity programmes.

#### Main mitigating measures

Mitigation measures aim to reduce or eliminate exposure to the

main risk drivers identified through internal tools and external

sources, as well as to emerging or potentially material risks.

Below we describe the main operational risk drivers, such as fraud,

cyberrisk, technology risk and supplier management risk, and their

related mitigation measures.

#### Fraud

Business transformation and digitalisation, together with the

emergence of artificial intelligence (AI), have given rise to new

risks and threats, such as an increase in payment scams and fraud

in credit origination. To mitigate these risks, we have strengthened

control mechanisms and implemented new solutions, such as:

• the use of enhanced customer authentication;

• reinforced anti-fraud alerts in origination; and

• transaction monitoring that draws on advanced fraud prevention

models.

Other examples of fraud controls we are introducing in online

banking include:

• strong customer authentication and signing to approve

transactions;

• behavioural biometrics and anti-malware protection; and

• secure identification and registration of customer devices.

#### Cyberrisk

At Santander, cyberrisk management is an integral part of our risk

management and control model. Our cybersecurity management

approach is aligned with international best practices and provides a

framework to measure and supervise the cyberrisk profile and

control environment, including threats and incidents associated

with the use of external service providers.

The growing reliance on digital systems places cybersecurity at the

core of managing non-financial risks in the financial industry. Our

goal is to make Grupo Santander a cyber-resilient organization,

capable of preventing, detecting and quickly responding to

cyberattacks, while continuously improving and evolving our

defences.

Ransomware, in all its forms—including data encryption and

exfiltration—remains one of the most significant external threats,

with growing sophistication and a broader range of techniques.

These techniques are progressively shifting towards non-

traditional targets, such as the supply chain, software

development processes and identity-based vectors. The risk of

distributed denial-of-service (DDoS) attacks also remains,

particularly in contexts of heightened geopolitical tensions.

Against this backdrop, recent changes to the Group’s structure —

driven in particular by developments in the business in Poland (see

section[9. 'New reporting structure from 1 January 2026'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_766) in the

'Economic and financial review' chapter) and the United Kingdom

(see section [2. '](#i03b6b883fecf470cb1d27ce9efb48134_16640)[Significant events in 2025'](#i03b6b883fecf470cb1d27ce9efb48134_16640) in the 'Economic and

financial review' chapter) — call for increased focus on mitigating

these cyber risks. These approaches rely on close collaboration

across the Group’s different organisations, strengthened oversight

of transformation processes to identify and mitigate potential

risks, and the adoption of robust, tailored cybersecurity measures

that are embedded across change processes end to end.

In this context, multiple events have been responded to in recent

years, including those involving third-party service providers. For

example, on May 14, 2024, Santander announced that it had

become aware of unauthorized access to a Santander database,

which included certain customer and employee information hosted

by a third-party provider. During 2025, no cybersecurity events

materially affected the Group’s operations or customer data.

Annual report 2025585

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From the second line of defence perspective, we have a framework

to measure and monitor the cyberrisk profile and its control

environment. The key aspects of our cyberrisk oversight

programme in 2025 were:

• extending the scope and perimeter of the second line of defence

global centre of excellence for cyberrisk, which helps strengthen

risk control activities and improve efficiency, simplification and

harmonization;

• reviewing oversight processes (risk indicators, risk appetite,

reference risks, controls and dashboards); and

• automating and enhancing dashboards by integrating numerous

information sources and providing a consolidated view of

cyberrisk.

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|  | For more details on cybersecurity, see section ' [7. Technological](#i6ecb2a0d58d04b53bfadfa2a833efaa7_769)  [innovation: artificial intelligence, cybersecurity and fintech](#i6ecb2a0d58d04b53bfadfa2a833efaa7_769)  [ecosystem](#i6ecb2a0d58d04b53bfadfa2a833efaa7_769)' in the 'Economic and financial review' chapter. |

#### IT risk

The ambition to make Santander an open financial services

platform, driven by digital transformation, requires ongoing

review, assessment and enhancement of our controls to manage

and mitigate technology risk.

We continue to operate in a demanding and constantly changing

environment. Thus, we keep adapting our business model and

technology rapidly to support global businesses in their digital

transformation, providing them with global platforms that

integrate innovative capabilities to meet new customer needs and

comply with new regulatory requirements. This effort aims to build

a global digital bank that can adapt to changing market demands.

The most salient aspects of our IT risk management programme in

2025 were:

• monitoring the automation of technology-event classification to

align with DORA criteria;

• ongoing reduction of obsolescence in key technology assets to

make our risk appetite more demanding;

• focusing on the evolution of indicators to improve monitoring of

continuity testing and the quality and integrity of inventories;

• designing a methodology to test new IT controls under the

process standardization initiative led by the first line of defence,

together with its application to established processes.

• we continued to enhance automation to correlate data, identify

inconsistencies and outstanding actions, and analyse and report

on technology risks, which helps collect and consolidate

information, prioritize risk management activities and support

more effective independent oversight; and

• making headway with the implementation of automated

solutions to analyse controls related to events and changes,

strengthening the supervision and control of technology risk.

#### Supplier risk management

Our digitalization strategy seeks to offer customers the best

solutions and products in the market. This may involve an increase

in services provided by third parties, greater use of cloud services,

and a more intensive use of new technologies.

In 2025, we strengthened our supplier and outsourcing risk

management model and the internal control framework in

response to an increasingly demanding regulatory environment —

particularly the entry into force of DORA and the update of the EBA

Guidelines — and to rising risks linked to the cyber environment,

sustainability and the complexity of global supply chains. During

the year, we continued to stabilize and progressively adopt the

technology platform implemented in 2024, which is a key

component for integrated management of third-party risks across

the Group.

We continued to strengthen our methodologies and contractual

frameworks to enhance the oversight of supplier risk in our

subsidiaries. We also apply a risk-based approach that pays

particular attention to those suppliers that may pose a higher level

of risk to our operations and customer services in the Group’s

subsidiaries. Against this backdrop, we intensified oversight of

these suppliers so that they:

• maintain an appropriate control environment, in line with Group

policies, and mitigate the risk level of the service provided;

• have business continuity plans that support service delivery in

the event of disruptive events;

• maintain appropriate controls to protect sensitive information

processed during service delivery;

• insert clauses in contracts and agreements with third parties to

protect the interests of our customers and the Group, while

meeting current legal obligations;

• are subject to ongoing supervision and monitoring, with a

particular focus on service level agreement follow-up and

regular testing and review of business continuity plans and

related provider tests; and

• put exit strategies in place, including service reversal or

migration plans, for services that have a material impact on

business continuity and are complex to replace.

At Grupo Santander, we continue to embed sustainability factors

risk factors in our strategy and culture to build a more sustainable

bank. We have reinforced our certification process, in order to

verify whether our suppliers follow the Group’s sustainability

standards and criteria, given their potential impact on the

environment and broader society.

#### Other key mitigating actions

We are continuously improving mitigation measures related to

customer practices, products and business. Santander has specific

frameworks and policies on the sale and marketing of products and

services, management and analysis of customer complaints,

financial crime prevention and compliance with new regulations.

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|  | For more details on compliance risk mitigation, see section  6 [.2 'Compliance risk management'.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_880) |

16 SaaS - Software as a Service

Annual report 2025586

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

#### Insurance in operational risk management

At Santander, we consider insurance as an important element in

operational risk management. The corporate insurance function is

responsible for optimizing protection of the income statement

through risk-transfer mechanisms.

The Group’s global insurance programmes cover physical damage

to tangible assets, civil liability, fraud, costs arising from

cybersecurity incidents, and third-party claims against Group

executives. We supplement these global programmes with a wide

range of local policies tailored to each subsidiary’s specific

circumstances and contracted in line with the insurable risk

management model rolled out by the corporate insurance function

in each market.

This function, together with the Non-Financial Risks (NFR) area,

continuously monitors and oversees the correct application of

policies and procedures for managing insurable risk in the entities.

Collaboration between both functions is based on:

• NFR’s participation, as a permanent member, in the quarterly

own-insurance forum;

• NFR’s participation in the quarterly claims forum, which monitors

and boosts loss recovery through insurance;

• procedures that define the interaction model between NFR and

Corporate Insurance, as well as with other functions involved in

different types of insurance (real estate, cybersecurity, legal and

others), to support appropriate management throughout the

identification, assessment, transfer and retention of risk; and

• coordinated, twice-yearly mapping of risks and insurance in the

Group to monitor the effectiveness of existing coverage and

identify and correct any gaps.

We continue to adapt our use of insurance to align our

management approach with changes in the risk environment. As a

result, we broadened our analysis and implemented coverage

related to climate change, cyberrisk, the digital environment and

other elements, so that NFR and Corporate Insurance policies and

governance respond to these and other emerging transversal risks.

|  |  |  |
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|  | Award.gif  At the end of 2025, Santander received Zurich  Insurance’s Risk Management Award.  This award recognises companies in Spain that lead the  implementation of innovative risk management  strategies, strengthening their security and resilience.  In this fourth edition, Banco Santander won the award  due to the strong integration of the risk function across  the organisation, its advanced risk treatment and transfer  mechanisms, and the milestones achieved and projects  underway. |  |
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#### Analysis and oversight of controls in Corporate

#### & Investment Banking (CIB)

CIB must continuously enhance the management and control of

operational risks linked to its activities due to the nature, specificity

and complexity of financial markets. In 2025, it made progress

primarily in these areas:

• Optimizing processes and driving automation and operational

excellence in the services we provide to our customers, based on

a quality culture that promotes the highest management

standards in all geographies where CIB operates.

• Strengthening the control framework over market activities,

improving control design and execution quality. Unauthorized

trading risk remains one of CIB’s main management focus areas,

for which strict controls are in place.

• Reinforcing third-party risk governance and oversight, tightening

control of critical and high-risk services and broadening the scope

to include highly dependent suppliers and single points of failure,

whose disruption would have a material operational impact. We

strengthened risk reviews, checks on critical processes and

mitigation measures, while also checking full compliance with

DORA requirements.

On cybersecurity controls, we enhanced protection measures

against information leaks and cyber attacks in connections with

third parties (including SaaS 16 providers), strengthened user access

controls to systems (privileged user access), reinforced technology

contingency testing, and implemented new controls to meet new

DORA requirements. In addition, we stepped up supervisory and

challenge exercises to confirm proper control execution.

17 Certain figures contained in this section have been subject to rounding to enhance their presentation. Accordingly, in certain instances, the sum of the numbers in a column or

a row in tables contained in this report may not conform exactly to the total given for that column or row.

18 The Basel categories incorporate risks which are detailed in section 6 'Compliance risk'.

Annual report 2025587

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5.3 Key metrics 17

The distribution of net losses (including incurred losses and net

provision charges) by Basel18 operational risk categories over the

past three years is as follows:

|  |
| --- |
|  |
| Net losses by operational risk category A |
| (% o/total). Dec. 25 data |

![140]()

A. Does not include employees litigations in Brazil.

Santander considers employee litigation in Santander Brasil as a

personnel expense. Our governance bodies (risk control

committee, risk supervision, regulation and compliance committee

and board of directors) continuously monitor expense levels using

specific risk appetite metrics and adopt special measures to reduce

them. These expenses are reported under the categories defined by

the Basel framework for operational risk.

In 2025, the most significant losses by category and geography

relate to litigation in Santander Brasil, the UK, Poland and Spain.

During the year, operational risk losses in the UK remain affected

by provisions recognised for the Motor Finance (motor finance

commissions) case.

For more information on operational risk losses, see Grupo

Santander's Prudential Relevance Report (Pillar 3).

The net losses by country were:

|  |
| --- |
|  |
| Net losses by country A |
| (% o/total). Dec. 25 data |

![1027]()

A. Does not include employees litigations in Brazil.

Annual report 2025588

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

6. Compliance risk

#### 6.1 Introduction

The compliance function is an independent control function within

the second line of defence. It reports directly and regularly to the

board of directors and its committees through the Group CCO. It

facilitates critical, independent debate, oversight and control in

terms of corporate compliance, conduct and reputational risk, and

financial crime. This includes reporting on compliance-related risks

and the effectiveness of the compliance programme in managing

them. The function works closely with the wider risk team to

support and promote a common risk and compliance culture.

Our compliance operating model and framework are well

established and delivered consistently across the Group. They

consider applicable legal and regulatory requirements and

expectations of the Group, and promote well-defined ethical

principles and good conduct requirements for the benefit of

employees, customers, shareholders and the communities we

serve.

During 2025, we continued consolidating and strengthening its

programme to deliver resilient and effective compliance

management in the face of increasing geopolitical uncertainty and

ongoing regulatory change. Key priorities include reinforcing

oversight of compliance and financial crime risks across the Group,

enhancing the use of data analytics and technology to support risk

identification and reporting and driving greater consistency and

coordination across global compliance teams.

These actions aim to keep the function forward-looking, risk-based

and aligned with both internal expectations and external

supervisory standards.

#### 6.2 Compliance risk management

We have a robust and consistent framework to meet legal and

regulatory requirements at Group and subsidiary level. The

underlying core programmes are risk-based and reflect the size

and complexity of the Group. The key risks covered in this section

include:

• Employees compliance: risk of non-compliance with legal and

regulatory requirements as outlined in Grupo Santander’s

General Code of Conduct (GCC), due to the behaviours and

conduct of our employees. Every employee is expected to

operate on the basis of the highest ethical considerations and to

be free of any conflict of interest at all times.

• Conduct risk: risk arising from inadequate practices in the

Group's relationship with customers, including how they are

treated and the suitability of products and services. Inadequate

treatment includes the risk of not taking due account of customer

vulnerability, so that we act in their best interests and offer

viable solutions where possible.

• Reputational risk: risk of current or potential negative economic

impact due to damage to the perception of the bank among

employees, customers, shareholders, investors and the wider

community.

• Financial crime risk: risk arising from the potential misuse of the

Group’s resources, products or services for criminal or illicit

purposes, including money laundering, terrorism financing,

breaches or circumvention of international sanctions

programmes, financing of the proliferation of weapons of mass

destruction and other crimes, such as corruption, bribery, etc.

#### Corporate compliance

This function oversees and controls regulatory risk relating to

employees, personal data processing, securities markets (markets

conduct) and regulatory disclosures to the Spanish securities

market authority, Comisión Nacional del Mercado de Valores,

(CNMV), and other regulatory bodies where Santander is a publicly

traded company.

The core elements of corporate compliance are:

A. Employees

We promote a culture of ethical behaviour and compliance among

our employees, with standards for preventing corporate financial

crime risk, conflicts of interest and anti-competitive practices

according to the GCC. To support this, we operate Canal Abierto,

Grupo Santander’s whistleblowing channel, through which

employees and other stakeholders can anonymously and

confidentially report financial and accounting irregularities, as well

as breaches of internal or external regulations and corporate

behaviours.

19 European Market Infrastructure Regulation.

Annual report 2025589

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|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Employees’ compliance | | | | |
|  |  |  |  |  |
| Canal Abierto | |  | Training and awareness | |
| Altavoz.jpg | → Provide a channel for employees to report unethical  conduct and breaches of internal or external  regulations.  → Promote a culture of speaking up and truly listening.  → Investigate conduct that is misaligned with our ethics  and compliance principles, and take the necessary  measures when appropriate. |  | EducacionBorla.jpg | → Develop employee training programmes and  awareness campaigns on corporate defense,  antitrust and employee compliance.  → Provide ongoing communications about ethics and  expected employee conduct to the entire Group to  build relationships based on trust. |
|  |  |  |  |  |
| Policies and procedures | |  | Queries about ethics | |
|  | → Promote compliance with the Group’s GCC and enact  specific policies and procedures to enforce it.  → Report to governing bodies regularly. |  | Help.jpg | → Manage queries from employees and governing  bodies members about ethics and internal regulation. |
|  |  |  |  |  |

|  |  |
| --- | --- |
|  |  |
|  | For more details on Canal Abierto, see section  ['](#i6ecb2a0d58d04b53bfadfa2a833efaa7_208) [4.3 Ethical channels](#i6ecb2a0d58d04b53bfadfa2a833efaa7_208) ['](#i6ecb2a0d58d04b53bfadfa2a833efaa7_208)  in the  'Sustainability statement' chapter. |

B. Privacy

At Santander, we have a specialist office that enforces our

corporate policy on personal data protection and sets out

guidelines for all our subsidiaries. We have a comprehensive

framework designed to effectively manage the oversight of

personal data privacy within the Group.

C. Market regulation

The Markets Conduct team within corporate compliance oversees

the application of the Code of Conduct in Securities Markets

(CCSM), particularly personal account dealing activity by Grupo

Santander employees and directors. It is also responsible for the

control environment applicable to transactions in treasury shares

and Santander's share buy-back programmes, and for monitoring

the use of and contribution to benchmarks.

In addition to applying the CCSM, the risk of market abuse is

primarily managed with support from CIB Compliance, as outlined

below:

• The surveillance function is responsible for: (i) monitoring the

bank's activity in financial markets; (ii) deterring and detecting

market abuse and other types of misconduct; and (iii)

establishing monitoring systems for both the bank's orders and

transactions in financial markets and for the communications of

employees carrying out this activity.

• The global control room function is responsible for preventing

unlawful disclosures of inside information and transactional

conflicts of interest.

• The CIB Compliance function also oversees ongoing adherence to

global regulatory frameworks and effective implementation of

new requirements across jurisdictions. In 2025, focus areas

include regulatory reporting, inducements, and algorithmic

trading under MiFID II and EMIR 19, alongside continued oversight

of Dodd-Frank and the Volcker Rule. The function maintains

proactive monitoring of upcoming reforms to support consistent,

well-governed compliance across the Group’s operations.

D. Relevant Information

The Corporate Compliance’s Relevant Information team is

responsible for: (i) leading the assessments to decide whether a

particular piece of information should be classified as inside or

other relevant information; (ii) disclosing relevant information, as

well as inside information on the Group, to the markets via both

our website and the CNMV's website; and (iii) reporting on

transactions with treasury shares or significant holdings of Banco

Santander, and on transactions and Santander share-based

remuneration schemes of executive directors and senior managers

to the CNMV and to other regulatory bodies in markets where

Santander is a publicly traded company.

20 Foreign Account Tax Compliance Act

21 Common Reporting Standards

Annual report 2025590

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

E. Automatic exchange of tax information between

#### countries

The data management function oversees automatic tax disclosure

between subsidiaries (pursuant to FATCA 20  and CRS 21) by checking

regular reporting obligations and execution of local action plans.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Key corporate compliance lines of action in 2025 | | | | |
|  |  |  |  |  |
| Policies, procedures and guidelines | |  | Enhancement of controls and reporting | |
|  |  |  |  |  |
|  | → Revamped CCSM to align its content with best practices and  supervisory expectations, including those of US authorities. |  |  | → Implemented a common whistleblowing channel solution in  eight of Group’s main subsidiaries, managed by an external  provider, to support consistent management of the  whistleblowing channels across the Group.  → Enhanced risk reporting by providing the board with a global  view of breaches of the Code, including Canal Abierto cases  and those received by other means (mainly by People &  Culture).  → Revised the Canal Abierto policy and procedure to harmonise  the criteria for managing the Group’s whistleblowing  channels. |
|  |  |  |  |
| Subsidiaries Oversight and Awareness | |  |  |
|  | → Progress on defining the Binding Corporate Rules control  framework to facilitate international data transfers from the  EU to third countries. |  |  |
|  |  |  |  |  |

#### Conduct and reputational risk

The conduct and reputational risk function promotes appropriate

levels of consumer protection by fostering a customer-centric

culture throughout the entire customer lifecycle (product design,

marketing, and post-sales) and across all interactions with the

Group.

In addition, the function helps maintain a low reputational risk

profile through the definition of criteria and controls to minimize

risk, enabling the analysis, mitigation and proactive management

of relationships with stakeholders.

A. Conduct risk

Conduct risk related to customers may arise in various processes,

such as product design, marketing, sales and customer interactions

and service during the post-sales phase.

The Group maintains a robust and well-established conduct risk

management framework for its identification, assessment,

monitoring and escalation. The model aims to proactively detect

behaviours or practices that could lead to regulatory breaches,

customer detriment, or reputational damage. It also establishes

processes that enable a comprehensive understanding of risk

exposure and vulnerabilities across the Group.

Annual report 2025591

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| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Key elements of the conduct risk management model | | | | | | | |
|  |  |  |  |  |  |  |  |
|  | Internal regulation and governance |  |  | Oversight of key processes |  |  | Risk management |
|  | Clipboard.jpg |  |  | UtilitiesGears.jpg |  |  | Alert.jpg |
|  | → Define principles and processes through  a strong regulatory-based conduct risk  management model.  → Oversee local product-approval activity  and chair the Product Governance  Corporate Forum to mitigate conduct  risk in the approval of products and  services. |  |  | → Priority focus that our products and  services meet customer needs.  → Sales targeted at appropriate markets  in a transparent manner, supported  by appropriate training and customer-  focused incentives.  → Aim for high-quality customer service  and post-sale support, promoting fair  treatment. |  |  | → Monitor marketing performance.  → Identify and assess risks using  customer voice, risk management  tools, and supervisory and sectorial  information.  → Escalate issues and oversee action  plans. |
|  |  |  |  |  |  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Key conduct risk lines of action in 2025 | | |
|  |  |  |
| Implementation of responsible practices with end users | | |
|  |  |  |
| ConductaCorrecta.jpg |  | → Conduct thematic analyses on relevant sector risks to assess potential exposure and controls within the Group. Monitor locally  defined action plans arising from other thematic reviews.  → Development of ESG and Corporate Sustainability Reporting Directive -aligned metrics on transparency and accessibility.  → Enhancement of the formal complaints/other dissatisfactions management processes, following a risk-based approach to  improve accessibility and efficiency in dissatisfaction management, with shorter response times, better data capture,  strengthened follow-up, while maintaining fair and appropriate treatment and attention to the customer voice. |
|  |  |  |
| Contribution to the simplification strategy | | |
|  |  |  |
|  |  | → Simplification of key identification and monitoring processes (risk control self-assessment – RCSA – and key risk indicators), to  support a more efficient, risk-based approach.  → Continuous enhancement of the product-approval process, adopting a risk-based approach that increases local autonomy  within the Group’s governance and oversight framework.  → Contribution to the simplification of the Group’s product catalogue to strengthen customer protection, transparency and fair  outcomes. |
|  |  |  |
| Promoting best practices in digital strategy | | |
|  |  |  |
| ComputerMobile.jpg |  | → Establishment of a compliance centre of excellence for digital assets, artificial intelligence (IA), Banking as a Service (BaaS)  and payments, strengthening oversight and governance in fast-evolving technologies (e.g., crypto assets, AI). This initiative  aligns with our broader strategy to embed compliance and ethical considerations at the core of innovation. The centre provides  specialised expertise to support adherence to applicable laws, ethical standards and internal policies in our blockchain, digital  asset and AI activities. |
|  |  |  |

|  |  |
| --- | --- |
|  |  |
|  | For more details on conduct with customers, see section ['3.3 Our](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187)  [customers](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187)['](#i6ecb2a0d58d04b53bfadfa2a833efaa7_187) in the 'Sustainability' chapter. |

Annual report 2025592

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B. Reputational risk

Reputational risk primarily derives from stakeholders' perception

of the bank in the markets where we operate. It can arise from

multiple sources: business or business support activities, as a

consequence of other risks; the economic, social and political

environment, or from events related to our competitors. Our

reputation may also be affected by negative media coverage,

whether merited or not.

Reputational risk applies to all Group activities and is identified,

managed and mitigated by business and support functions,

particularly those that engage with stakeholders. The second line

of defence, within compliance, sets policies, oversees the risks,

challenges the first line, and reports and escalates to the relevant

governing bodies (Group compliance committee, board risk

committee and the board).

Our reputational risk model takes a preventive management and

control approach, with effective handling of early-warnings and

procedures to identify, manage and monitor risk events. It also

includes elements to identify, analyse and monitor key

stakeholders’ perception of Grupo Santander and the financial

sector, and how those perceptions may evolve. The model is

consistent with the Group’s overall risk management and control

processes (risk profile, risk appetite, economic capital, and

emerging risks, among others).

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Key reputational risk lines of action in 2025 | | |
|  |  |  |
| Policies, procedures and guidelines | | |
|  |  |  |
|  |  | → Santander fully supports nations’ right to defend their freedom and territories. At a time when many nations, especially in  Europe, need to strengthen their defence and build resilience in response to growing political tension, Santander has updated  our Defence Policy. The revised policy reaffirms Santander’s commitment to provide financial solutions and support for  companies which are involved in defence and related sectors. We believe this is a responsible approach, and one that will help  create jobs, boost innovation and support economic growth.  → Update of the Sensitive-activities policy, including detailed criteria to assess the Group’s participation in certain activities that  may generate reputational risk exposure, strengthening the control environment.  → Review of the reputational risk event management guidelines to improve assessment accuracy. |
|  |  |  |
| Risk management, methodologies and control | | |
|  |  |  |
| StockSchange.jpg |  | → Review and update of risk appetite metrics.  → Implementation of a comprehensive assessment of reputational risks for all Group units. |
|  |  |  |
| Subsidiaries oversight and reporting | | |
|  |  |  |
| People3.jpg |  | → Enhancement of oversight, governance and challenge processes of units.  → Continuation of the global forum for Group-countries discussion on new processes and reputational risk management. |

|  |  |
| --- | --- |
|  |  |
|  | For more details on Grupo Santander stakeholders, see section  '[1.3 Stakeholders engagement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_64)' in the 'Sustainability statement' chapter. |

#### Financial Crime Compliance

#### (FCC)

Financial crime risk can arise from criminal acts or from the use of

the Group's products, services, or operations for illegal activities. It

refers to the potential misuse of these to facilitate unlawful

conduct, including money laundering, terrorist financing,

associated predicate offences, or breaches of international

sanctions regimes.

Business functions form the first line of defence, and are primarily

responsible for identifying, managing, mitigating and reporting

financial crime risk, in line with the Group's risk culture. The

accountable executive for FCC oversees the effective

implementation and execution by each business of the FCC

framework and programme.

The FCC function, as part of the second line of defence, oversees

financial crime risks across the Group and maintains the policies

and procedures necessary to manage the business activities within

the established risk appetite. It is responsible for designing and

monitoring the FCC programme, setting minimum compliance

standards, and advising and challenging the first line, maintaining

alignment with Group-wide policies and regulatory expectations.

The FCC function also coordinates closely with other control

functions and engages regularly with relevant authorities.

In 2025 the FCC Function continued to strengthen the Group’s

capacity to prevent, detect, and respond to financial crime risks

through a robust and risk-based programme. The focus remained

on consolidating a resilient control environment, enhancing

oversight and analytics capabilities, and promoting a proactive and

integrated approach to risk management across all businesses and

jurisdictions. Particular attention was given to the evolving

regulatory landscape, including active engagement in the

development of future EU anti-money laundering (AML) regulatory

standards. The Group also advanced the automation and

digitalization of key FCC processes to promote greater efficiency,

consistency, and responsiveness in oversight activities.

Annual report 2025593

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In parallel, the FCC function reinforced collaboration with domestic

and international authorities and law enforcement agencies to

enhance information sharing and the ability to detect and disrupt

financial crime. Continued efforts were made to anticipate and

address emerging risks, so that controls and customer due

diligence processes remain robust, risk-based, and aligned with

regulatory expectations.

These initiatives underscore Santander’s ongoing commitment to

fostering a strong financial crime compliance culture and to

supporting the integrity and transparency of the financial system in

which it operates.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Key FCC lines of action in 2025 | | | | |
|  |  |  |  |  |
| Frameworks & policies | |  | One FCC strategic program | |
|  | → Further development of the internal regulatory  framework, to maintain alignment with emerging  financial crime threats and typologies (e.g., fraud) and  to provide the Group with an adaptable infrastructure  and control framework to appropriately manage risks  arising from innovation (e.g., crypto assets). |  | UtilitiesGears.jpg | → The Group continued to enhance its financial crime  control framework through the One FCC strategic  programme, which integrates FCC tools and  processes, aligned with the internal regulatory  framework across all FCC pillars. The programme  also piloted the supervised use of artificial  intelligence to complement existing control  processes, exploring more efficient and effective  ways to strengthen operational execution and risk-  management capabilities. |
|  |  |  |  |  |
| Financial Intelligence units | |  | Financial crime oversight | |
| Alert.jpg | → The FCC function plays a key role in strengthening the  Group’s financial crime prevention capabilities through  the ongoing execution of the annual financial crime  threat assessment, the issuance of Financial Intelligence  Unit (FIU) alerts, and the continuous monitoring of  geopolitical developments.  → In line with international priorities to combat the  financing networks linked to Foreign Terrorist  Organisations (FTOs) and to the trafficking of synthetic  drugs such as fentanyl, a dedicated task force was  established to enhance risk identification and response  capabilities in this area. This initiative, supported by  close collaboration across relevant geographies and  enhanced information-sharing within the FIU network,  helps reinforce the Group’s ability to anticipate and  mitigate emerging financial crime risks of global  concern. |  | EyeVisibility.jpg | → To further strengthen oversight effectiveness, the  Group and local FCC oversight teams continued to  evolve their methodologies towards a more risk-  based and outcome-oriented approach. Independent  assessments were conducted to evaluate adherence  to the Group’s FCC risk management framework and  policies, supporting operation within the board-  approved risk appetite across all obliged entities.  → These efforts were supported by the development  and deployment of dedicated oversight tools  designed to enhance consistency, efficiency, and  depth across all FCC pillars. |
|  |  |  |  |  |
| Trainings and awareness | |  | Regulatory and Supervisory Developments | |
| PublicBuilding.jpg | → Targeted training sessions were delivered to raise  awareness and promote a consistent understanding of  regulatory developments across all Santander obliged  entities, reinforcing the Group’s commitment to a sound  and cohesive financial crime compliance culture.  → Furthermore, the FCC function enhanced awareness and  responsiveness across the Group through the regular  dissemination of alerts, regulatory and sanctions  updates, and timely communications on significant  developments, thereby supporting a proactive,  informed, and cohesive financial crime compliance  culture. |  | HandBulb.jpg | → Close monitoring of the evolving Anti-Money  Laundering Authority (AMLA) framework, to support  internal alignment with anticipated regulatory  requirements and to contribute to the development  of robust and actionable Regulatory Technical  Standards (RTS) through ongoing industry  collaboration. |
|  |  |  |  |  |

|  |  |
| --- | --- |
|  |  |
|  | For more details on FCC, see section  [4.2.3 'Financial Crime Compliance](#ifdb1f1325f604b48ba5735b8bba7b936_13172)  [(FCC)](#ifdb1f1325f604b48ba5735b8bba7b936_13172) ['](#ifdb1f1325f604b48ba5735b8bba7b936_13172) in the 'Sustainability statement ' chapter. |

Annual report 2025594

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7. Model risk

#### 7.1 Introduction

A model is a system, approach or quantitative method that applies

statistical, economic, financial or mathematical theories,

techniques and assumptions to transform data into quantitative

estimates.

We use models mainly in credit origination (scoring/rating) and

credit behaviour, for capital and provisioning calculations, to

measure market, structural, liquidity, operational and compliance

risk, and for accounting and financial control, among other

purposes.

The use of models gives rise to model risk, which is the potentially

adverse consequences of decisions based on poorly developed,

inadequately implemented or incorrectly used models. Model risk

may lead to financial losses, inappropriate business or strategic

decisions, or harm to Grupo Santander’s operations.

#### 7.2 Model risk management

At Grupo Santander we have been measuring, managing and

controlling model risk for many years. The Model Risk area, which

covers both the parent company and the main subsidiaries, focuses

on the control, management and oversight of this risk.

To manage model risk properly, we have clear internal regulations

that set out the principles, responsibilities and processes to

organize, approve, manage and govern models throughout their

life cycle.

We classify models according to their relevance, taking into

account both a global and a local perspective of materiality and

recognizing the diversity of circumstances and regulatory

requirements across geographies and business lines. The intensity

of model risk management and oversight depends on this

classification and on other factors such as technical complexity or

the level of risk each model represents for Grupo Santander. Given

their particular importance to the Group, regulatory models follow

the most intensive monitoring and management standards.

Grupo Santander follows these stages of the model life cycle:

![FasesCicloVidaModeloENG (1).jpg]()

1. Identification

We include all identified models within the scope of model risk

control and, therefore, in the Group’s centralized inventory, a

single platform based on a uniform taxonomy for all models used

in the business units. This inventory is a key element for effective

management of this risk as it contains detailed information on each

model and enables close monitoring in line with its significance.

2. Planning

This is an internal annual exercise that the subsidiaries’ governance

bodies approve and that we review on an aggregated basis. It sets

out a strategic action plan and identifies the needs related to the

models within the scope of the function to be developed, validated

and implemented during the year.

Subsidiaries’ management bodies, including the local executive risk

committee (ERC) or an equivalent body, approve the model plan for

their remit. At corporate level, the subsidiaries’ plans, together

with the global model plan, are submitted to the model approval

forum for review and to the ERC for approval.

Annual report 2025595

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3. Development

In this phase, the model’s unit helps strengthen risk management

by developing models and using data in line with current

regulatory requirements.

This unit leads model development for all types of risk, with a

particular focus on meeting regulatory expectations (internal

ratings-based approach – IRB –, IFRS 9 and internal model

approach – IMA –, among others). It operates with specialist local

and global teams. Experts in each geography develop local models,

drawing on their knowledge of each unit’s specific features and

needs, while global experts define modelling standards, develop

cross-cutting models and support geographies in applying these

standards and/or in model development itself, where appropriate.

We also apply a boxification methodology that facilitates task

encapsulation and automation in model development, fostering

process standardization, and maintains quality.

In 2025 we delivered the first updates, following the IRB Repair

Program, of the main IRB models in Europe, aligning them with

supervisory expectations. We also continued to implement the IRB

strategy, which aims to reinforce consistency in IRB application

across portfolio types in all Group subsidiaries. In addition, we

carried out regular updates of the model families commonly used

in management.

At Santander we drive innovation, including the responsible use of

machine learning and generative artificial intelligence. Our priority

in modelling is to deepen the use of these new techniques by

promoting initiatives that enhance and simplify processes.

4. Validation

Independent model validation is a regulatory requirement and a

key pillar of model risk management and control. A specialist team

that operates fully independently from developers or users issues

technical opinions on the suitability of internal models. These

validation opinions result in a rating that summarizes the model

risk associated with each model. We clearly define the intensity

and frequency of validation activities and follow a risk-based

approach.

We have set up a supervisory framework within the internal

validation function to strengthen control and safeguard the

traceability, integrity, consistency and homogeneity of validation

results. Under this framework, we apply ex ante and ex post checks

before formally publishing the outcome, depending on the

relevance and complexity of the model, and promote standardized

practices at Group level in line with internal policies and standards.

5. Approval

Before implementation and use, each model must be presented to

the internal governance bodies for approval. To this end, we have

defined governance for our model inventory based on model

significance.

Models will be approved by the ERC, model approval forum, local

model governance bodies or by model owners, depending on such

factors as: model type or use (regulatory or non-regulatory),

whether the model is local or global, the type of model change,

model classification, and/or the powers delegated to each

subsidiary.

6. Implementation and use

We integrate newly developed models into IT systems, which can

also pose model risk. Technical teams and model owners run tests

to confirm that implementation matches the methodological

design and delivers the expected results.

7. Monitoring and control

Model control and monitoring aims to review whether models

operate properly and remain fit for purpose. Otherwise, we adapt

or redesign them. Control teams also work to keep model risk

management aligned with the principles and rules set out in the

overarching model risk framework and related internal policies.

This recurring process seeks to keep the entity’s model risk at

appropriate levels and, more specifically, within the defined risk

appetite limits.

#### Main activities in 2025

To strengthen model risk culture across the Group and position

Santander as a leading bank in this area, we focused our 2025

strategy on:

• technological transformation and process redesign towards a

more efficient, integrated and global operating model that

enhances agility and consistency in validation by incorporating

new technologies and tools;

• ongoing enhancement of regulatory IRB models to align them

with supervisory expectations, implementation of the Group’s

IRB strategy and adaptation to the new FRTB regulatory

framework. We created a global regulatory office to coordinate

regulatory initiatives and promote consistent and coherent

management in all of the Group’s markets; and

• expansion of the model risk scope to cover artificial intelligence

systems by adapting and evolving on internal processes to

support sound and responsible management of these models.

We promote compliance with regulatory requirements,

particularly the EU AI Act, and with industry good practice.

Annual report 2025596

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8. Strategic risk

#### 8.1 Introduction

Strategic risk is the risk of losses or damage arising from strategic

decisions or their poor implementation, that affect the medium and

long term interests of our key stakeholders, or from an inability to

adapt to changes in the environment.

Grupo Santander’s business model is a key element of our strategic

risk. It must be viable, sustainable and capable of generating

results in line with our annual objectives and in a manner that is

consistent with the Group’s long-term vision.

Strategic risk has three key components:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 1 |  | Business model risk: This includes, among other things,  the risk that the business model becomes obsolete, loses  relevance or stops generating the expected results. |
|  |  |  |
| 2 |  | Risks associated with the institution's strategic plans,  including both the long-term strategic plan and the three-  year financial plan, encompassing the risk that the plan  may be inherently inadequate or based on assumptions  which could result in the non-achievement of the  expected outcomes. |
|  |  |  |
| 3 |  | Strategy execution risk: Linked to the implementation of  the three-year strategic plan, this covers potential  deviations due to internal or external factors, the lack of  capacity to respond to changes in the business  environment, and the risks associated with corporate  development transactions and the marketing of new  products and services. |

#### 8.2 Strategic risk management

The pillars of our business model and, therefore, our strategy, are

customer focus, our global scale combined with local leadership,

and diversification by business and geography. Our five global

businesses play a key role in increasing value creation, profitability

and sustainable shareholder returns, while we keep a strong and

diversified balance sheet through prudent risk management.

At Grupo Santander we treat strategic risk as a transversal risk. To

manage it, we use an operating model that brings together the

governance, procedures and tools needed to monitor and control

this risk, in line with our risk appetite statement. This model also

serves as a reference for our subsidiaries.

We continuously monitor changes in the environment

(competition, regulation, market conditions, and others) and within

the organization itself by analysing potential risks and their

mitigating factors. The strategic risk function engages with key

areas in the first and second lines of defence with the aim of having

these mitigating measures ready to deploy when required.

Our strategic risk operating model rests on these processes:

• Challenging strategic plans: The strategic risk function,

supported by specialist teams within the Risk division, challenges

the long-term strategic plan and the three-year financial plan by

identifying potential threats that could jeopardize the

achievement of our objectives.

During 2025, we strengthened the challenge of the three-year

financial plan both in our global businesses and the Group’s

subsidiaries. We did so under the new planning structure, which

has two phases: a first top-down phase, in which the global

businesses set their key priorities and ambition level for the

projected metrics; and a second bottom-up phase, in which the

subsidiaries join the process so that their targets align with the

ambition level defined in the first phase.

• Emerging risks: We identify, assess, monitor and proactively

manage potential risks that, under stressed scenarios, could have

a material impact on the Group’s profitability, liquidity or

solvency.

Throughout 2025, we moved towards a more pragmatic

approach, with a particular focus on geopolitical risks, which we

fully embedded in our day-to-day management.

In the following section, we describe the main emerging risks

identified in 2025.

• Analysis of business model development: We assess and

identify the main threats to the Group and its subsidiaries’

business plan and strategic objectives. This analysis covers three

dimensions:

• Strategy execution: Assessment of the risk of deviation from

established plans and objectives, together with the execution

status of strategic projects.

• Viability and sustainability: Assessment of our relative position

versus competitors and the risk of not creating value for

shareholders.

• Predictability of the business plan: Risk that results may not

remain predictable and stable over time.

In 2025, we continued to focus our monitoring on value

creation. As a result, we added further risk-adjusted

profitability metrics under the shareholder value added (SVA)

approach.

Annual report 2025597

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• Corporate development transactions: We help make sure that

transactions of this nature include an assessment of their impact

on the Group’s risk profile and risk appetite.

The following transactions were particularly significant in 2025:

(i) the acquisition of TSB Banking Group plc, which will

strengthen Santander’s presence in the UK retail banking market;

(ii) the sale of 49% of Santander Bank Polska, which will

generate significant capital gains and further strengthen the

Group’s CET1 capital ratio, along with the acquisition of 100% of

Santander Consumer Bank Polska; and (iii) the merger of

Openbank and Santander Consumer Finance, with the objective

that all European consumer finance businesses progressively

operate under the Openbank brand.

• Assessment and validation of new products and services: We

support pre-launch reviews of proposals for new products and

services to align them with the Group’s strategy, with a particular

focus on their risk-return profile.

In 2025, we continued to drive digital and consumer finance

initiatives, such as Zinia.

• Monitoring strategic projects: We take part in preparing and

updating the annual inventory of strategic projects (defined by

the strategy committee), assessing removals and new entries

based on their progress, impact and importance. We also carry

out a twice-yearly review of their performance, providing an

independent view that supports their alignment with the Group’s

strategic priorities and risk appetite.

In 2025, we prioritized cross-Group initiatives aimed at boosting

efficiency and global coordination, including the development of

the operating model for corporate functions and progress in the

transformation towards a new way of working based on an agile

organizational approach, in order to accelerate execution and the

achievement of key objectives.

Additionally, the strategic risk function provides a consolidated

view of our exposure to this risk, provides an independent opinion

and challenges first-line activities. To do so, it regularly submits

the Strategic Risk Report to senior management, which covers the

monitoring of our strategy execution, emerging risks, business

model performance, the analysis of corporate development

transactions, the launch of new products, and the monitoring of

strategic projects.

#### 8.3 Emerging risks in

2025

Through our emerging risk exercise, we identify, assess and

monitor risks that, under low-probability stress scenarios, could

have a significant impact on Grupo Santander’s business model,

profitability or solvency.

Proactive management of these risks is key to avoid or mitigate

their negative effects and deviations from the targets set, through

the implementation of previously defined action plans.

The first and second lines of defence, both in our subsidiaries and

at the corporate centre, take part in this process. The risks we

identify also feed into the idiosyncratic scenarios used in exercises

such as the ICAAP and in the Group’s viability, recovery and

resolution plans.

During 2025, against a global backdrop marked by geopolitical

uncertainty, trade tensions among major powers and the conflicts

in Ukraine and the Middle East, the Group stepped up its focus on

managing these risks. As part of this effort, we strengthened

monitoring through the use of geopolitical risk heat maps to assess

the potential impact of these risks on our portfolios. This exercise

covers all our subsidiaries and businesses and incorporates existing

exposures by portfolio and by economic sector. Throughout the

year, we updated this monitoring with analysis of internal and

external early warning indicators to assess developments. This

analysis supports decisions, where applicable, on activating the

relevant playbooks based on the different indicators and adopting

specific measures for certain sectors, portfolios or individual

clients.

In addition to macroeconomic and geopolitical risks, other

emerging risks that stood out in 2025 were: those related to new

technologies, AI and cryptoassets; those linked to critical service

providers; and the risk of disintermediation associated with central

bank digital currencies (CBDCs), particularly the digital euro.

Below we describe the main emerging risks identified in 2025:

Geopolitical risks

Escalation of tariffs and uncertainty in global trade

A resurgence of global trade tensions, with the US stepping up

protectionist measures and reigniting tariff disputes, could lead to

reciprocal measures such as export controls. This would create

risks for global supply chains, add inflationary pressures, and

weigh on economic confidence.

As a result, uncertainty in international trade would increase,

affecting growth forecasts, investment flows and market stability,

and leading to lower output mainly in the US, but also with global

spillovers for its trading partners.

Military conflicts: Ukraine and the Middle East

In Europe, the potential rise in hybrid warfare actions by Russia —

including cyber-attacks, sabotage and disinformation campaigns —

would steadily increase geopolitical risk, and could undermine the

resilience of critical infrastructure and fuel higher volatility and

economic uncertainty in the region.

In the Middle East, the possible resumption and potential

escalation of conflict create an additional source of global

vulnerability that could disrupt commodity markets, energy supply

chains and key trade routes. These tensions could translate into

further inflationary pressures, a deterioration in financial

conditions, and weaker global growth prospects.

Macroeconomic risks

Persistently low economic growth

The slowdown in global growth is a key risk for financial stability,

especially in Europe. Persistently weak growth, together with low

credit demand, margin compression and a decline in investment,

could significantly amplify systemic vulnerabilities and become a

material threat to global financial stability.

The combination of insufficient economic growth and a much more

complex European regulatory framework than in the US is

weighing on the competitiveness of European companies and

creating challenges for innovation. Against this backdrop, progress

towards smart regulation is essential to support efficient capital

Annual report 2025598

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allocation and promote productive investment, particularly in

strategic areas such as technological innovation, digitalization, and

the energy transition.

Potential correction in financial markets, private credit and

excessive sovereign debt

Overvaluation of certain assets, the rapid growth of private credit

and high sovereign debt levels increase the risk of an abrupt

correction in global financial markets. A sudden change in investor

risk appetite — for example, triggered by disruptions in areas such

as AI, private credit or US regional banks — could lead to sharp falls

in asset prices.

Tensions would intensify if highly leveraged or less liquid financial

intermediaries were forced into fire sales, which would

significantly tighten global financial conditions.

To manage macroeconomic and geopolitical risks, Grupo

Santander applies risk policies and processes designed to keep our

risk profile within the limits defined in our risk appetite statement.

Together with our geographic and business diversification, this

makes us more resilient. In addition, our models incorporate the

effect arising from macroeconomic and geopolitical risks,

strengthening our forward-looking analysis and our ability to

anticipate potential impacts. To mitigate these risks, we carried out

the following actions throughout 2025:

• Ongoing monitoring of the macroeconomic and socio-political

environment, focusing on key indicators that can trigger the

escalation of events and specific risks to the special situations

committees.

• Stronger monitoring of early-warning indicators and risk-

management playbooks to enable a rapid response to changes in

macroeconomic conditions and reinforce operational capacity.

• Adjustment of limits and exposures to reflect our risk appetite,

along with updates to our internal sovereign risk ratings.

• Proactive portfolio reviews to reduce exposure to cyclically

vulnerable sectors, where needed.

• Strengthening of our scenario analysis capabilities by increasing

their granularity.

Other emerging risks

Risks related to new technologies, AI and cryptoassets

In addition, the Group monitors and manages those risks arising

from the emergence or large-scale adoption of new technologies,

such as artificial intelligence and those related to digital assets. On

the one hand, these initiatives create significant opportunities in

terms of innovation, efficiency gains, new products and services,

among others.

On the other hand, they may create new risks or have a cross-

cutting impact on existing ones. Moreover, their novel nature

means they are generally subject to incomplete, evolving and

fragmented regulation across the different jurisdictions in which

the Group operates.

Santander is progressing in adopting the benefits of these

technologies under a strong risk control framework that includes,

among other elements: the use of corporate risk management

tools (risk appetite, emerging risk oversight, governance and

policies, etc.); upskilling/reskilling of employees so they develop

the capabilities needed to address digital challenges; monitoring

regulation through specialist teams and participation in industry

groups.

Potential disruption of critical information and communication

technologies service providers

Digitalization continues to increase financial institutions’

dependence on information and communication technologies. This

brings growing exposure to potential disruptions, operational

failures or prolonged outages that could affect service delivery and

business continuity. At the same time, sector concentration in

mainly US-based global providers — such as cloud service

providers (CSPs) — is developing in a context which the EU is

promoting various initiatives linked to technological autonomy and

sovereignty.

Grupo Santander applies several mitigating measures, among

others: extensive due diligence subject to strict governance before

onboarding these providers, including certification, ongoing

monitoring and regular reviews, as well as exit strategies and

business continuity plans in case of potential failures or

disruptions, which we test regularly.

Central bank digital currencies and disintermediation risk for

banks

Digital versions of fiat currencies issued by central banks (CBDCs),

such as the European Central Bank’s (ECB) digital euro project,

could have impacts on banking intermediation and payment

activity, and influence lending capacity with potential

macroeconomic implications. If citizens held digital euros directly

with the central bank, this could affect deposit dynamics and

certain patterns in the use of financial services.

Grupo Santander closely follows the development of the digital

euro to assess its potential implications and opportunities and

takes part in technical discussions and industry forums to

anticipate the most important aspects of its design. Analysis

focuses particularly on the digital euro, since the development of a

retail CBDC has stalled in other jurisdictions (for example, the

United States) due to recent regulatory decisions, which places the

European project as the main reference in this area.

Annual report 2025599

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#### Glossary of terms, acronyms

#### and abbreviations

|  |  |
| --- | --- |
|  |  |
| 2023 AGM | Annual general shareholders’ meeting of Banco Santander held on 31 March 2023 at second call |
| 2023 Investor Day | Investor Day held by Banco Santander in London on 28 February 2023 |
| 2024 AGM | Annual general shareholders’ meeting of Banco Santander held on 22 March 2024 at second call |
| 2025 AGM | Annual general shareholders’ meeting of Banco Santander held on 4 April 2025 at second call |
| 2026 AGM | Annual general shareholders’ meeting of Banco Santander called for 26 or 27 March 2026 at first or  second call, respectively |
| 2026 Investor Day | Investor Day held by Banco Santander in London on 25 February 2026 |
| A2A | Account to account |
| ABC | Anti-bribery and corruption |
| Act 10/2014 | Spanish Law 10/2014 of 26 June 2014 on the Regulation, Supervision and Solvency of Credit  Institutions |
| Active customer | Those customers who comply with the minimum balance, income and/or transactionality  requirements as defined according to the business area |
| ADR | American depositary receipts |
| ADS | American depositary shares |
| AEOI | Automatic Exchange of Information standard |
| AGM | Annual general shareholders' meeting |
| AI | Artificial intelligence |
| ALCO | Assets and liabilities committee |
| ALM | Asset and liability management |
| AML | Anti-money laundering |
| API | Application programming interface |
| APM | Alternative performance measure |
| AT1 | Additional Tier 1 |
| AUD | Australian dollar |
| AuM | Assets under management |
| B2B | Business-to-business |
| Banesto | Banco Español de Crédito, S.A. |
| BIS | Bank for International Settlements |
| bn | Billion |
| bps | Basis points |
| BRL | Brazilian real |
| BRRD | Bank Recovery and Resolution Directive. Directive 2014/59/EEU establishing a framework for  recovery and resolution |
| BURG | Banking Union Resolution Group |
| Bylaws | Bylaws of Banco Santander |
| CAD | Canadian dollar |
| CAE | Chief Audit Executive |
| CAGR | Compound annual growth rate |
| Canal Abierto | Anonymous and confidential Grupo Santander channel to report unethical conduct |
| CAO | Chief Accounting Officer |
| CapEx | Capital expenditure |
| CARF | Conselho Administrativo de Recursos Fiscais (administrative council of tax appeals) |
| CBDC | Central bank digital currency |

Annual report 2025600

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|  |  |
| --- | --- |
|  |  |
| CCO | Chief Compliance Officer |
| CCP | Central Counterparties |
| CCPS | Contingent convertible preferred securities |
| CCR | Risk control committee |
| CCSM | Grupo Santander's Code of Conduct in Securities Markets |
| CDAIO | Group Chief Data & AI Officer |
| CDI | CREST depository interest |
| CDO | Collateralised debt obligation |
| CDS | Credit default swap |
| CEO | Chief Executive Officer |
| CET1 | Common equity Tier1 |
| CF | Corporate Finance |
| CFO | Chief Financial Officer |
| CFT | Combating the financing of terrorism |
| CGU | Cash-generating units |
| CHF | Swiss franc |
| CIB | Corporate & Investment Banking (primary business segment) |
| CJEU | Court of Justice of the European Union |
| CLP | Chilean peso |
| CMDI | Crisis Management and Deposit Insurance Framework |
| CMG | Crisis Management Group |
| CNBV | Comisión Nacional Bancaria y de Valores (Mexican stock market authority) |
| CNMV | Comisión Nacional del Mercado de Valores (Spanish stock market authority) |
| CNY | Chinese yuan |
| CO2e | Carbon dioxide equivalent |
| CoE | Cost of equity |
| COFINS | Contribuição para financiamento da Seguridade Social (Contribution for the financing of Social  Security) |
| Constant euros | Excluding exchange rates impact |
| Consumer | Digital Consumer Bank (primary business segment) |
| COP | Colombian peso |
| Corporate Identified Staff | Executives whose activities may have a significant impact on the Group's risk profile |
| Costs in real terms | Costs excluding the effect of average inflation over the last twelve months |
| CPI | Consumer Price Index |
| CRD | Capital Requirements Directive. Directive 2013/36/EU on access to credit institutions |
| CRE | Commercial real estate |
| CRO | Chief Risk Officer |
| CRR | Capital Requirements Regulation. Regulation (EU) 575/2013 on prudential requirements |
| CRR 2 | Capital Requirements Regulation II. Regulation (EU) 2019/876 amending CRR |
| CRR 3 | Capital Requirements Regulation III. Regulation (EU) 2024/1623 amending CRR |
| CSLL | Contribuçao social sobre o lucro liquido (Social Contribution on Net Profit) |
| CSM | Contractual service margin |
| CSRBB | Credit spread risk in the banking book |
| CSRD | Corporate Sustainability Reporting Directive. Directive (EU) 2022/2464 on sustainability reporting |
| CVA | Credit valuation adjustment |
| CZK | Czech koruna |
| D-SIB | Domestic Systemically Important Bank |
| DCB US | Digital Consumer Bank US |
| DCBE | Digital Consumer Bank Europe |

Annual report 2025601

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|  |  |
| --- | --- |
|  |  |
| DCM | Debt Capital Markets |
| DGS | Deposit guarantee schemes |
| Digital customer | Every consumer of commercial banking services who has logged on to their personal online banking  and/or mobile banking in the last 30 days |
| DORA | Digital Operational Resilience Act. Regulation (EU) 2022/2554 on digital operational resilience |
| DTA | Deferred tax asset |
| DVA | Debit Valuation Adjustment |
| E&S | Environmental and social |
| EAD | Exposure at default |
| EBA | European Banking Authority |
| EBA Guidelines (2025/01) | EBA Guidelines (2025/01), on 8 January 2025, on the management of environmental, social and  governance (ESG) risks |
| EBITDA | Earnings before interest, taxes, depreciation and amortization |
| EC | European Commission |
| ECAs | Export Credit Agencies, government-backed financial institutions that support domestic companies'  international trade |
| ECB | European Central Bank |
| ECM | Equity capital markets |
| EFRAG | European Financial Reporting Advisory Group |
| EGC | General Court of the European Union |
| EIA | Environmental impact assessment |
| EIB | European Investment Bank |
| EIF | European Investment Fund |
| eNPS | Employee Net Promoter Score is a method of measuring employee satisfaction |
| EOIR | Exchange Of Information on Request standard |
| EP | Equator Principles |
| EPC | Energy performance certificates |
| EPG | Equal pay gap. It measures differences in remuneration between women and men in the same job at  the same level |
| EPS | Earnings per share |
| EQ | Equity |
| ERC | Executive risk committee |
| ES | Expected shortfall |
| ESCC | Environmental, social and climate change related |
| ESG | Environmental, social and governance |
| ESRS | European Sustainability Reporting Standards |
| EU | European Union |
| EUR | Euro |
| EV | Electric vehicles |
| EVA | Economic value added |
| EVE | Economic value of equity |
| FACL | Financial Assurance Company Ltd |
| FCA | Financial Conduct Authority |
| FCC | Financial crime compliance |
| Fed | Federal Reserve |
| FFVA | Funding fair value adjustment |
| FICL | Financial Insurance Company Ltd |
| FICO | Fair Isaac Corporation |

Annual report 2025602

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|  |  |
| --- | --- |
|  |  |
| Financial inclusion | Number of people who are unbanked, underbanked, in financial difficulty, with difficulties in  accessing credit who, through the Group's products and services, are able to access the financial  system or receive tailored finance. Financially underserved groups are defined as people who do not  have a current account, or who have an account but obtained alternative (non-bank) financial  services in the last 12 months. Beneficiaries of various programmes are included in the  quantification process only once in the entire period. Only new empowered people are counted,  taking as a base year those existing since 2019 |
| First 2025 Buyback  Programme | First share buyback programme charged against 2025 results |
| Free float | Total number of shares in circulation minus treasury shares as a percentage of the total number of  shares in circulation |
| FROB | Fondo de Reestructuración Ordenada Bancaria (Spanish banking resolution authority) |
| FRTB | Fundamental review of the trading book |
| FRTB-SA | Fundamental review of the trading book-standard approach |
| FS-ISAC | Financial Services Information Sharing and Analysis Center |
| FSB | Financial Stability Board |
| FTD | First-to-default |
| FX | Foreign exchange |
| G-SIB | Global Systemically Important Bank |
| GAR | Green asset ratio |
| GB | Global Banking |
| GBP | Sterling pound |
| GCC | Grupo Santander General Code of Conduct |
| GDF | Global Debt Financing |
| GDP | Gross Domestic Product |
| GECB | GE Capital Bank Limited |
| GHG | Greenhouse gases |
| GM | Global Markets |
| GPG | Gender pay gap. It measures differences in remuneration between women and men in an  organization, business, industry or the broader economy, irrespective of the type of work |
| GSGM | Group-Subsidiary Governance Model |
| GSS+ | Green, social, sustainable and sustainability linked |
| GTB | Global Transaction Banking |
| GW | Gigawatt |
| GWh | Gigawatt per hour |
| HKD | Hong Kong dollar |
| HPI | House Price Index |
| HQLA | High-quality liquid assets |
| HTC | Held to collect |
| IAS | International accounting standards |
| ICAAP | Internal capital adequacy assessment process |
| ICAC | Instituto de Contabilidad y Auditoría de Cuentas (Institute of accounting and auditing) |
| ICE | Internal combustion engines |
| ICFR | Internal control over financial  reporting |
| ICMA | International Capital Markets Association |
| ICO | Instituto de Crédito Oficial (Spanish Official Credit Institute) |
| ICS | Internal control systems |
| IEA | International Energy Agency |
| IFC | International Finance Corporation |
| IFRS | International Financial Reporting Standards |
| IIF | Institute of International Finance |

Annual report 2025603

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |
| --- | --- |
|  |  |
| ILAAP | Internal liquidity adequacy assessment process |
| IMF | International Monetary Fund |
| IOF | Imposto sobre operações financeiras (Brazilian financial transactions tax) |
| IPO | Initial public offering |
| IPR | Instant Payment Regulation. Regulation (EU) 2024/886 on instant credit transfers in euro |
| IR | Interest rate |
| IRB | Internal ratings-based |
| IRC | Incremental risk charge |
| IRO | Impacts, risks and opportunities |
| IRPJ | Imposto sobre a renda das pessoas jurídicas (Brazilian corporate income tax) |
| IRRBB | Interest rate risk in the banking book |
| ISO | International Organization for Standardization |
| IT | Information technology |
| JPY | Japanese yen |
| KPI | Key performance indicators |
| LCR | Liquidity coverage ratio |
| LDA | Loss distribution approach |
| LGD | Loss given default |
| LLP | Loan-loss provisions |
| LRC | Liquidity for remaining coverage |
| LTD | Loan to deposit ratio. Ratio of loans and advances to customers over customer deposits |
| LTV | Loan to value ratio. Ratio of loans and advances to customers to the value of the asset used as  collateral |
| LUC | Land-use change |
| M&A | Mergers and acquisitions |
| M/LT | Medium-and long-term |
| MAD | Moroccan dirham |
| MDA | Maximum distributable amount |
| MDR | Minimum disclosure requirement |
| MiCA | Markets in Crypto-Assets. Regulation (EU) 2023/1114 on markets in crypto assets |
| MiFID II | Markets in Financial Instruments Directive. Directive 2014/65/EU on markets in financial  instruments |
| mn | Million |
| MPE | Multiple point of entry |
| MREL | Minimum requirement for own funds and eligible liabilities |
| Mt | Metric tone |
| MWh | Megawatt per hour |
| MXN | Mexican peso |
| NACE | Nomenclature statistique des activités économiques dans la Communauté européenne (statistical  classification of economic activities in the European Community) |
| NbS | Nature-based solutions |
| NFR | Non-financial risk |
| NFRD | Non-Financial Reporting Directive. Directive (EU) 2013/34 on disclosure of non-financial and  diversity information |
| NGFS | Network for greening the financial system |
| NGO | Non-governmental organization |
| NGO | Non-governmental organization |
| NII | Net interest income |
| NOK | Norwegian krone |
| NPL | Non-performing loans |

Annual report 2025604

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |
| --- | --- |
|  |  |
| NPS | Net promoter score |
| NSFR | Net stable funding ratio |
| NTD | n-to-default |
| NYSE | New York Stock Exchange |
| NZD | New Zealand dollar |
| ODS | Open Digital Services |
| OECD | Organization for Economic Cooperation and Development |
| OEM | Original equipment manufacturer |
| ONP | Ordinary net profit |
| OPEC | Organization of the Petroleum Exporting Countries |
| Order ECO | Orden del Ministerio de Economía del Gobierno de España (Order of the Ministry of Economy of the  Government of Spain) |
| OTC | Over-the-counter |
| P&L | Profit and loss statement |
| PagoNxt | PagoNxt Ltd |
| Payments | PagoNxt (Getnet, Ebury and PagoNxt Payments) and Cards (cards platform and card business in the  countries where we operate). Payments is a primary business segment |
| PB | Private banking |
| PBT | Profit before taxes |
| PCAF | Partnership for Carbon Accounting Financials |
| PD | Probability of default |
| PEN | Peruvian sol |
| PHEV | Plug-in hybrid electric vehicles |
| PIS | Programa de Integraçao Social (Social Integration Program) |
| PLA | Polylactic acid |
| PLN | Polish zloty |
| POCI | Purchased or originated credit impaired |
| PoS | Point of sale |
| pp | Percentage point |
| PPCA | Capital perpetual preference shares |
| PPCC | Contingently convertible preference shares |
| PPI | Payment protection insurance |
| PVC | Polyvinyl Chloride |
| PwC | PricewaterhouseCoopers Auditores, S.L. |
| RA | Risk appetite |
| RAF | Risk appetite framework |
| RAS | Risk appetite statement |
| RBSCC | Responsible banking, sustainability and culture committee |
| RCP | Representative concentration pathway |
| RCSA | Risk control self-assessment |
| Repos | Repurchase agreements |
| Retail | Retail & Commercial Banking (primary business segment) |
| RIS | Retail investment strategy |
| RNV | Registro Nacional de Valores (Mexican National Securities Registry) |
| RoA | Return on assets |
| RoE | Return on equity |
| RON | Romanian leu |
| RoRWA | Return on risk weighted assets |
| RoTE | Return on tangible equity |
| RoTE post-AT1 | Return on tangible equity excluding the cost of AT1 issuances from the numerator |

Annual report 2025605

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |
| --- | --- |
|  |  |
| RPA | Risk profile assessment |
| RPK | Revenue per passenger and kilometres |
| RSRCC | Risk, supervision, regulation and compliance committee |
| RSU | Restricted Stock Units |
| Rules and regulations of the  board | Rules and regulations of the board of directors of Banco Santander |
| RWA | Risk weighted assets |
| Sales conversion | Indicator that measures the effectiveness of a commercial process in converting opportunities into  actual sales |
| SAM | Santander Asset Management |
| SAR | Saudi riyal |
| SASB | Sustainability Accounting Standards Board |
| SBNA | Santander Bank N.A. |
| SBTi | Science Based Targets initiative |
| SC USA | Santander Consumer US |
| SCAN | Santander Customer Assessment Note |
| SCF | Santander Consumer Finance |
| SCIB | Santander Corporate & Investment Banking |
| SCUK | Santander Consumer UK Plc |
| SDG | Sustainable development goals |
| SEC | Securities and Exchange Commission |
| Second 2025 Buyback  Programme | Second share buyback programme charged against 2025 results |
| SFDR | Sustainable Finance Disclosure Regulation. Regulation (EU) 2019/2088 sustainability disclosures |
| SFICS | Sustainable finance and investment classification system |
| Share of wallet | Indicator that measures how much (on average) consumers spend on a company's product or service  as compared to how much they spend on competing products or services |
| Share of wallet | How much a consumer spends on a company's product or service as compared to how much he  spends on competing products and services |
| SHUSA | Santander Holding USA, Inc |
| SIA | Saving and investment account |
| SICR | Significant increase in credit risk |
| SIU | Saving and investment union |
| SLL | Sustainability-linked loans |
| SME | Small and medium enterprises |
| SN | Sustainability note |
| SOx | Sarbanes-Oxley Act of 2002 |
| Spain's Act 10/2014 | Spain's Act 10/2014 of 26 June 2014 on the Regulation, Supervision and Solvency of Credit  Institutions |
| Spain's CNMV Corporate  Governance Code | CNMV Good Governance Code for Listed Companies |
| Spain's Companies Act | Spain's Companies Act, approved by Legislative Royal Decree 1/2010, of 2 July |
| Spain's Corporate  Governance Code | CNMV Good Governance Code for Listed Companies |
| Spain's Securities Markets  Act | Spain's Act 6/2023, of 17 March, on the Securities Markets and on Investment Services |
| SRB | European Single Resolution Board |
| SREP | Supervisory Review and Evaluation Process |
| SRI | Socially responsible investment |
| SRT | Significant risk transfer |
| STF | Supremo Tribunal Federal (Brazilian Supreme Federal Court) |

Annual report 2025606

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Business model](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [and strategy](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_37) |  | [Sustainability](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [statement](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_46) |  | [Corporate](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [governance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_433) |  | [Economic and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [financial review](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_649) |  | [Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [and compliance](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_781) |  |

|  |  |
| --- | --- |
|  |  |
| SVA | Shareholder value added |
| sVaR | Stressed value at risk |
| T&O | Technology & operations |
| TCFD | Task Force on Climate-related Financial Disclosures |
| tCS | Tonne of crude steel |
| Time-to-market | The length of time it takes for a product or service to being available for purchase |
| TJ | Terajoule |
| TLAC | Total loss-absorbing capacity requirement which is required to be met under the CRD V package |
| TLTRO | Targeted longer-term refinancing operations of the ECB |
| TNAV | Tangible net asset value |
| TNFD | Taskforce on Nature-related Financial Disclosure |
| Token | Digital unit that represents a value, right, or asset within a technological system, typically based on  blockchain |
| Tokenization | Process by which a tangible or intangible asset is digitally represented through a token on a  blockchain network or other secure technological infrastructure |
| TPV | Total payments volume |
| TSB | TSB Banking Group plc |
| TSR | Total shareholder return |
| UK | United Kingdom |
| UN | United Nations |
| UNEP FI | United Nations Environmental Programme Finance Initiative |
| UNGP | United Nations Guiding Principles |
| UoP | Use of Proceeds |
| US | United States |
| USA | United States of America |
| USD | United States dollar |
| UST | United States Treasury |
| UYU | Uruguayan peso |
| VaE | Value at earnings |
| VaR | Value at risk |
| VAT | Value added tax |
| vkm | Vehicle-kilometre |
| VP | Vice President |
| Wealth | Wealth Management & Insurance (primary business segment) |
| Webster | Webster Financial Corporation |
| WEF | World Economic Forum |
| YoY | Year-on-Year |

Annual report 2025607

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

![7.InfoAuditoriayCuentas_ENG.jpg]()

Auditor's report and consolidated financial statements

Annual report 2025608

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

A [uditor's report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)[609](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)

[Consolidated financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) 512

[Consolidated balance sheets as of 31 December](#i6ecb2a0d58d04b53bfadfa2a833efaa7_931)

[2025, 2024 and 2023](#i6ecb2a0d58d04b53bfadfa2a833efaa7_931)513

[Consolidated income statements for the years](#i6ecb2a0d58d04b53bfadfa2a833efaa7_934)

[ended 31 December 2025, 2024 and 2023](#i6ecb2a0d58d04b53bfadfa2a833efaa7_934) 517

[Consolidated statements of recognised income and expense](#i6ecb2a0d58d04b53bfadfa2a833efaa7_937)

[for the years ended 31 December](#i6ecb2a0d58d04b53bfadfa2a833efaa7_937)

[2025, 2024 and 2023](#i6ecb2a0d58d04b53bfadfa2a833efaa7_937)519

[Consolidated statements of changes in total equity for the](#i6ecb2a0d58d04b53bfadfa2a833efaa7_940)

[years ended 31 December 2025, 2024 and 2023](#i6ecb2a0d58d04b53bfadfa2a833efaa7_940)520

[Consolidated statements of cash flows for the years](#i6ecb2a0d58d04b53bfadfa2a833efaa7_943)

[ended 31 December 2025, 2024 and 2023](#i6ecb2a0d58d04b53bfadfa2a833efaa7_943)526

[Notes to the consolidated financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)[635](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)

[1.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_949)[Introduction, basis of presentation of the](#i6ecb2a0d58d04b53bfadfa2a833efaa7_949)

[consolidated financial statements (consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_949)

[annual accounts) and other information](#i6ecb2a0d58d04b53bfadfa2a833efaa7_949)[636](#i6ecb2a0d58d04b53bfadfa2a833efaa7_949)

[2.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_970)[Accounting policies](#i6ecb2a0d58d04b53bfadfa2a833efaa7_970)[641](#i6ecb2a0d58d04b53bfadfa2a833efaa7_970)

[3.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_991)[Grupo Santander](#i6ecb2a0d58d04b53bfadfa2a833efaa7_991)[667](#i6ecb2a0d58d04b53bfadfa2a833efaa7_991)

[4.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1006)[Distribution of Banco Santander’s profit, shareholder](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1006)

[remuneration scheme and earnings per share](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1006)[670](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1006)

[5.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009)[Remuneration and other benefits paid to the Bank’s](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009)

[directors and senior managers](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009) [672](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1009)

[6.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1027)[Loans and advances to central banks and credit](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1027)

[institutions](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1027)[685](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1027)

[7.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1030)[Debt securities](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1030)[686](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1030)

[8.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1033)[Equity instruments](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1033)[688](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1033)

[9.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1042)[Trading derivatives (assets and liabilities)](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1042)

[and short positions](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1042) [689](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1042)

[10. Loans and advances to customers](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1045)[689](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1045)

[11. Trading derivatives](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1048) [695](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1048)

[12. Non-current assets](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1051) [695](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1051)

[13. Investments](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1054)[696](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1054)

[14. Insurance contracts linked to pensions](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1057)[698](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1057)

[15. Liabilities under insurance contracts](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1060) [699](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1060)

[16. Tangible assets](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1063) [700](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1063)

[17. Intangible assets - Goodwill](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1066)[703](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1066)

[18. Intangible assets - Other intangible assets](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1069) [705](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1069)

[19. Other assets](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1075) [706](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1075)

[20. Deposits from central banks and credit institutions](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1078)[707](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1078)

[21. Customer deposits](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1081)[707](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1081)

[22. Marketable debt securities](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1084) [708](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1084)

[23. Subordinated liabilities](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1087) [711](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1087)

[24. Other financial liabilities](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1093)[715](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1093)

[25. Provisions](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1096) [715](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1096)

[26. Other liabilities](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1108)[730](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1108)

[27. Tax matters](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1111)[731](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1111)

[28. Non-controlling interests](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1126)[738](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1126)

[29. Other comprehensive income](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1135)[739](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1135)

[30. Shareholders' equity](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1138)[745](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1138)

[31. Issued capital](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1141) [745](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1141)

[32. Share premium](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1144)[746](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1144)

[33. Accumulated retained earnings](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1147)[747](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1147)

[34. Other equity instruments and own shares](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1150)[748](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1150)

[35. Memorandum items](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1153)[749](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1153)

[36. Hedging derivatives](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1156)[749](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1156)

[37. Discontinued operations](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1162) [772](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1162)

[38. Interest income](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1165) [773](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1165)

[39. Interest expense](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1168)[773](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1168)

[40. Dividend income](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1171)[773](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1171)

[41. Commission income](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1174)[773](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1174)

[42. Commission expense](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1177)[774](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1177)

[43. Gains or losses on financial assets and liabilities](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1180) [774](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1180)

[44. Exchange differences, net](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1183)[775](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1183)

[45. Other operating income and expenses](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1186)[775](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1186)

[46. Staff costs](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1189)[775](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1189)

[47. Other general administrative expenses](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1204) [781](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1204)

[48. Gains or losses on non financial assets, net](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1216)[783](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1216)

[49. Gains or losses on non-current assets held for](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1219)

[sale not classified as discontinued operations](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1219)[783](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1219)

[50. Fair value of financial instruments](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1222)[783](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1222)

[51. Other disclosures](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1225)[799](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1225)

[52. Primary and secondary segments reporting](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1231)[812](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1231)

[53. Related parties](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1240)[828](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1240)

[54. Risk management](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1243) [831](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1243)

[55. Explanation added for translation to English](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1297)[863](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1297)

[Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)[864](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)

[Appendix I. Subsidiaries of Banco Santander, S.A.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1309)[865](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1309)

[Appendix II. Societies of which the Group owns more](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1327)

[than 5%, entities associated with Grupo Santander](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1327)

[and jointly controlled entities](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1327) [888](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1327)

[Appendix III. Issuing subsidiaries of shares and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1333)

[preference shares](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1333)[895](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1333)

[Appendix IV. Notifications of acquisitions and](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1339)

[disposals of investments in 2025](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1339)[896](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1339)

[Appendix V. Other information on the Group’s banks](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1342)[897](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1342)

[Appendix VI. Annual banking report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1345)[904](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1345)

Annual report 2025609

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

![8.InfoAuditoria_ENG.jpg]()

Auditor's report

Annual report 2025610

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

![Informe Auditoría Cuentas Anuales Consolidadas Grupo Santander 2025_ingles_Página_1.jpg]()

Annual report 2025611

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

![Informe Auditoría Cuentas Anuales Consolidadas Grupo Santander 2025_ingles_Página_2.jpg]()

Annual report 2025612

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

![Informe Auditoría Cuentas Anuales Consolidadas Grupo Santander 2025_ingles_Página_3.jpg]()

Annual report 2025613

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

![Informe Auditoría Cuentas Anuales Consolidadas Grupo Santander 2025_ingles_Página_4.jpg]()

Annual report 2025614

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

![Informe Auditoría Cuentas Anuales Consolidadas Grupo Santander 2025_ingles_Página_5.jpg]()

Annual report 2025615

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

![Informe Auditoría Cuentas Anuales Consolidadas Grupo Santander 2025_ingles_Página_6.jpg]()

Annual report 2025616

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

![Informe Auditoría Cuentas Anuales Consolidadas Grupo Santander 2025_ingles_Página_7.jpg]()

Annual report 2025617

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

![Informe Auditoría Cuentas Anuales Consolidadas Grupo Santander 2025_ingles_Página_8.jpg]()

Annual report 2025618

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

![Informe Auditoría Cuentas Anuales Consolidadas Grupo Santander 2025_ingles_Página_9.jpg]()

Annual report 2025619

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

![9.EstadosFinancieros_ENG.jpg]()

Consolidated financial statements

Annual report 2025620

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Translation of the consolidated annual accounts originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group in Spain (see Notes 1

and 55). In the event of a discrepancy, the Spanish- version prevails.

#### Grupo Santander

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CONSOLIDATED BALANCE SHEETS AS OF 31 DECEMBER 2025, 2024 AND 2023 | | | | |
| EUR million |  |  |  |  |
|  |  |  |  |  |
| ASSETS | Note | 2025 | 2024A | 2023A |
| CASH, CASH BALANCES AT CENTRAL BANKS AND OTHER DEPOSITS ON DEMAND |  | 152,281 | 192,208 | 220,342 |
| FINANCIAL ASSETS HELD FOR TRADING |  | 252,318 | 230,253 | 176,921 |
| Derivatives | 9 and 11 | 58,355 | 64,100 | 56,328 |
| Equity instruments | 8 | 22,030 | 16,636 | 15,057 |
| Debt securities | 7 | 98,568 | 82,646 | 62,124 |
| Loans and advances |  | 73,365 | 66,871 | 43,412 |
| Central banks | 6 | 14,632 | 12,966 | 17,717 |
| Credit institutions | 6 | 25,967 | 27,314 | 14,061 |
| Customers | 10 | 32,766 | 26,591 | 11,634 |
| NON-TRADING FINANCIAL ASSETS MANDATORILY AT  FAIR VALUE THROUGH PROFIT OR LOSS |  | 7,761 | 6,130 | 5,910 |
| Equity instruments | 8 | 5,815 | 4,641 | 4,068 |
| Debt securities | 7 | 245 | 447 | 860 |
| Loans and advances |  | 1,701 | 1,042 | 982 |
| Central banks | 6 | — | — | — |
| Credit institutions | 6 | — | — | — |
| Customers | 10 | 1,701 | 1,042 | 982 |
| FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS |  | 8,046 | 7,915 | 9,773 |
| Debt securities | 7 | 2,894 | 2,897 | 3,095 |
| Loans and advances |  | 5,152 | 5,018 | 6,678 |
| Central banks | 6 | — | — | — |
| Credit institutions | 6 | 413 | 408 | 459 |
| Customers | 10 | 4,739 | 4,610 | 6,219 |
| FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME |  | 74,612 | 89,898 | 83,308 |
| Equity instruments | 8 | 2,281 | 2,193 | 1,761 |
| Debt securities | 7 | 58,305 | 76,558 | 73,565 |
| Loans and advances |  | 14,026 | 11,147 | 7,982 |
| Central banks | 6 | — | — | — |
| Credit institutions | 6 | 1,120 | 363 | 313 |
| Customers | 10 | 12,906 | 10,784 | 7,669 |
| FINANCIAL ASSETS AT AMORTIZED COST |  | 1,202,689 | 1,203,707 | 1,191,403 |
| Debt securities | 7 | 140,014 | 120,949 | 103,559 |
| Loans and advances |  | 1,062,675 | 1,082,758 | 1,087,844 |
| Central banks | 6 | 15,986 | 16,179 | 20,082 |
| Credit institutions | 6 | 61,513 | 55,537 | 57,917 |
| Customers | 10 | 985,176 | 1,011,042 | 1,009,845 |
| HEDGING DERIVATIVES | 36 | 3,931 | 5,672 | 5,297 |
| CHANGES IN THE FAIR VALUE OF HEDGED ITEMS IN  PORTFOLIO HEDGES OF INTEREST RATE RISK | 54 | 50 | (704) | (788) |
|  |  |  |  |  |

Annual report 2025621

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CONSOLIDATED BALANCE SHEETS AS OF 31 DECEMBER 2025, 2024 AND 2023 | | | | |
| EUR million |  |  |  |  |
|  |  |  |  |  |
| ASSETS | Note | 2025 | 2024A | 2023A |
| INVESTMENTS | 13 | 7,052 | 7,277 | 7,646 |
| Joint venture entities |  | 1,956 | 2,061 | 1,964 |
| Associated entities |  | 5,096 | 5,216 | 5,682 |
| ASSETS UNDER REINSURANCE CONTRACTS |  | 223 | 222 | 237 |
| TANGIBLE ASSETS |  | 27,438 | 32,087 | 33,882 |
| Property, plant and equipment | 16 | 26,416 | 31,212 | 32,926 |
| For own-use |  | 11,663 | 12,636 | 13,408 |
| Leased out under an operating lease |  | 14,753 | 18,576 | 19,518 |
| Investment properties | 16 | 1,022 | 875 | 956 |
| Of which leased out under an operating lease |  | 860 | 749 | 851 |
| INTANGIBLE ASSETS |  | 17,308 | 19,259 | 19,871 |
| Goodwill | 17 | 11,958 | 13,438 | 14,017 |
| Other intangible assets | 18 | 5,350 | 5,821 | 5,854 |
| TAX ASSETS |  | 30,076 | 30,596 | 31,390 |
| Current tax assets |  | 11,132 | 11,426 | 10,623 |
| Deferred tax assets | 27 | 18,944 | 19,170 | 20,767 |
| OTHER ASSETS |  | 8,719 | 8,559 | 8,856 |
| Insurance contracts linked to pensions | 14 | 67 | 81 | 93 |
| Inventories |  | 7 | 6 | 7 |
| Other | 19 | 8,645 | 8,472 | 8,756 |
| NON-CURRENT ASSETS HELD FOR SALE | 12 | 75,011 | 4,002 | 3,014 |
| TOTAL ASSETS |  | 1,867,515 | 1,837,081 | 1,797,062 |

A.  Presented for comparison purposes only (note 1.d).

The accompanying notes 1 to 55 and appendices are an integral part of the consolidated balance sheet as of 31 December 2025 .

Annual report 2025622

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CONSOLIDATED BALANCE SHEETS AS OF 31 DECEMBER 2025, 2024 AND 2023 | | | | |
| EUR million | | | | |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| LIABILITIES | Note | 2025 | 2024A | 2023A |
| FINANCIAL LIABILITIES HELD FOR TRADING |  | 171,546 | 152,151 | 122,270 |
| Derivatives | 9 and 11 | 51,968 | 57,753 | 50,589 |
| Short positions | 9 | 44,015 | 35,830 | 26,174 |
| Deposits |  | 75,563 | 58,568 | 45,507 |
| Central banks | 20 | 12,385 | 13,300 | 7,808 |
| Credit institutions | 20 | 27,058 | 26,284 | 17,862 |
| Customers | 21 | 36,120 | 18,984 | 19,837 |
| Marketable debt securities | 22 | — | — | — |
| Other financial liabilities | 24 | — | — | — |
| FINANCIAL LIABILITIES DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS |  | 42,148 | 36,360 | 40,367 |
| Deposits |  | 30,440 | 28,806 | 34,996 |
| Central banks | 20 | 3,086 | 1,774 | 1,209 |
| Credit institutions | 20 | 1,424 | 1,625 | 1,735 |
| Customers | 21 | 25,930 | 25,407 | 32,052 |
| Marketable debt securities | 22 | 11,686 | 7,554 | 5,371 |
| Other financial liabilities | 24 | 22 | — | — |
| Memorandum items: subordinated liabilities | 23 | — | — | — |
| FINANCIAL LIABILITIES AT AMORTIZED COST |  | 1,421,184 | 1,484,322 | 1,468,703 |
| Deposits |  | 1,072,384 | 1,126,439 | 1,125,308 |
| Central banks | 20 | 18,542 | 24,882 | 48,782 |
| Credit institutions | 20 | 74,692 | 90,012 | 81,246 |
| Customers | 21 | 979,150 | 1,011,545 | 995,280 |
| Marketable debt securities | 22 | 312,704 | 317,967 | 303,208 |
| Other financial liabilities | 24 | 36,096 | 39,916 | 40,187 |
| Memorandum items: subordinated liabilities | 23 | 29,287 | 35,813 | 30,912 |
| HEDGING DERIVATIVES | 36 | 4,248 | 4,752 | 7,656 |
| CHANGES IN THE FAIR VALUE OF HEDGED ITEMS IN  PORTFOLIO HEDGES OF INTEREST RATE RISK | 54 | 49 | (9) | 55 |
| LIABILITIES UNDER INSURANCE CONTRACTS | 15 | 18,737 | 17,829 | 17,799 |
| PROVISIONS | 25 | 8,355 | 8,407 | 8,441 |
| Pensions and other post-retirement obligations |  | 1,656 | 1,731 | 2,225 |
| Other long term employee benefits |  | 993 | 915 | 880 |
| Taxes and other legal contingencies |  | 2,989 | 2,717 | 2,715 |
| Contingent liabilities and commitments |  | 713 | 710 | 702 |
| Other provisions |  | 2,004 | 2,334 | 1,919 |
| TAX LIABILITIES |  | 9,568 | 9,598 | 9,932 |
| Current tax liabilities |  | 3,664 | 3,322 | 3,846 |
| Deferred tax liabilities | 27 | 5,904 | 6,276 | 6,086 |
| OTHER LIABILITIES | 26 | 15,937 | 16,344 | 17,598 |
| LIABILITIES ASSOCIATED WITH NON-CURRENT ASSETS HELD FOR SALE |  | 62,995 | — | — |
| TOTAL LIABILITIES |  | 1,754,767 | 1,729,754 | 1,692,821 |

Annual report 2025623

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CONSOLIDATED BALANCE SHEETS AS OF 31 DECEMBER 2025, 2024 AND 2023 | | | | |
| EUR million | | | | |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EQUITY | Note | 2025 | 2024A | 2023A |
| SHAREHOLDERS´ EQUITY | 30 | 141,144 | 135,196 | 130,443 |
| CAPITAL | 31 | 7,345 | 7,576 | 8,092 |
| Called up paid capital |  | 7,345 | 7,576 | 8,092 |
| Unpaid capital which has been called up |  | — | — | — |
| SHARE PREMIUM | 32 | 36,792 | 40,079 | 44,373 |
| EQUITY INSTRUMENTS ISSUED OTHER THAN CAPITAL | 34 | — | — | 720 |
| Equity component of the compound financial instrument |  | — | — | — |
| Other equity instruments issued |  | — | — | 720 |
| OTHER EQUITY | 34 | 273 | 217 | 195 |
| ACCUMULATED RETAINED EARNINGS | 33 | 91,959 | 82,326 | 74,114 |
| REVALUATION RESERVES | 33 | — | — | — |
| OTHER RESERVES | 33 | (7,532) | (5,976) | (5,751) |
| Reserves or accumulated losses in joint venture investments |  | 1,643 | 1,831 | 1,762 |
| Others |  | (9,175) | (7,807) | (7,513) |
| (-) OWN SHARES | 34 | (96) | (68) | (1,078) |
| PROFIT OR LOSS ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT |  | 14,101 | 12,574 | 11,076 |
| (-) INTERIM DIVIDENDS | 4 | (1,698) | (1,532) | (1,298) |
| OTHER COMPREHENSIVE INCOME OR LOSS | 29 | (37,974) | (36,595) | (35,020) |
| Items that will not be reclassified to profit or loss |  | (4,121) | (4,757) | (5,212) |
| Items that may be reclassified to profit or loss |  | (33,853) | (31,838) | (29,808) |
| NON-CONTROLLING INTEREST | 28 | 9,578 | 8,726 | 8,818 |
| Other comprehensive income or loss |  | (1,947) | (2,020) | (1,559) |
| Other items |  | 11,525 | 10,746 | 10,377 |
| TOTAL EQUITY |  | 112,748 | 107,327 | 104,241 |
| TOTAL LIABILITIES AND EQUITY |  | 1,867,515 | 1,837,081 | 1,797,062 |
| MEMORANDUM ITEMS: OFF BALANCE SHEET AMOUNTS | 35 |  |  |  |
| Loan commitments granted |  | 321,234 | 302,861 | 279,589 |
| Financial guarantees granted |  | 17,449 | 16,901 | 15,435 |
| Other commitments granted |  | 148,118 | 134,493 | 113,273 |

A.  Presented for comparison purposes only (note 1.d).

The accompanying notes 1 to 55 and appendices are an integral part of the consolidated balance sheet as of 31 December 2025.

Annual report 2025624

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CONSOLIDATED INCOME STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2025, 2024 AND 2023 | | | | |
| EUR million | | | | |
|  |  |  |  |  |
|  | (Debit) Credit | | | |
|  | Note | 2025 | 2024A | 2023A |
| Interest income | 38 | 101,710 | 109,012 | 101,742 |
| Financial assets at fair value through other comprehensive income |  | 5,713 | 6,931 | 5,533 |
| Financial assets at amortized cost |  | 76,248 | 80,992 | 74,799 |
| Other interest income |  | 19,749 | 21,089 | 21,410 |
| Interest expense | 39 | (59,362) | (65,225) | (61,092) |
| Interest income/(charges) |  | 42,348 | 43,787 | 40,650 |
| Dividend income | 40 | 715 | 710 | 568 |
| Income from companies accounted for using the equity method | 13 | 665 | 687 | 591 |
| Commission income | 41 | 17,387 | 16,834 | 15,644 |
| Commission expense | 42 | (4,411) | (4,458) | (4,149) |
| Gain or losses on financial assets and liabilities not measured  at fair value through profit or loss, net | 43 | 127 | (117) | 96 |
| Financial assets at amortized cost |  | (89) | (190) | (3) |
| Other financial assets and liabilities |  | 216 | 73 | 99 |
| Gain or losses on financial assets and liabilities held for trading, net | 43 | 1,017 | 1,344 | 2,316 |
| Reclassification of financial assets at fair value through other comprehensive income |  | — | — | — |
| Reclassification of financial assets at amortized cost |  | — | — | — |
| Other gains (losses) |  | 1,017 | 1,344 | 2,316 |
| Gains or losses on non-trading financial assets and liabilities mandatorily  at fair value through profit or loss | 43 | 1,106 | 495 | 198 |
| Reclassification of financial assets at fair value through other comprehensive income |  | — | — | — |
| Reclassification of financial assets at amortized cost |  | — | — | — |
| Other gains (losses) |  | 1,106 | 495 | 198 |
| Gain or losses on financial assets and liabilities measured  at fair value through profit or loss, net | 43 | (307) | 691 | (92) |
| Gain or losses from hedge accounting, net | 43 | 12 | 14 | 69 |
| Exchange differences, net | 44 | 407 | (216) | (22) |
| Other operating income B | 45 | 1,583 | 846 | 1,137 |
| Other operating expenses | 45 | (2,070) | (2,258) | (2,766) |
| Income from insurance and reinsurance contracts |  | 476 | 470 | 460 |
| Expenses from insurance and reinsurance contracts |  | (385) | (449) | (449) |

Annual report 2025625

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CONSOLIDATED INCOME STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2025, 2024 AND 2023 | | | | |
| EUR million | | | | |
|  |  |  |  |  |
|  | (Debit) Credit | | | |
|  | Note | 2025 | 2024A | 2023A |
| Total income |  | 58,670 | 58,380 | 54,251 |
| Administrative expenses |  | (21,533) | (21,970) | (21,546) |
| Staff costs | 46 | (13,633) | (13,825) | (13,275) |
| Other general administrative expenses | 47 | (7,900) | (8,145) | (8,271) |
| Depreciation and amortisation cost | 16 and 18 | (3,178) | (3,179) | (3,086) |
| Provisions or reversal of provisions, net | 25 | (2,729) | (3,465) | (2,410) |
| Impairment or reversal of impairment at financial assets not measured  at fair value through  profit or loss and net gains and losses from changes |  | (12,546) | (12,136) | (12,298) |
| Financial assets at fair value through other comprehensive income |  | (29) | 1 | (24) |
| Financial assets at amortized cost | 10 | (12,517) | (12,137) | (12,274) |
| Impairment or reversal of impairment of investments in  subsidiaries, joint ventures and associates, net | 17 and 18 | — | — | — |
| Impairment or reversal of impairment on non-financial assets, net |  | (251) | (624) | (237) |
| Tangible assets | 16 | (129) | (382) | (135) |
| Intangible assets | 17 and 18 | (112) | (231) | (73) |
| Others |  | (10) | (11) | (29) |
| Gain or losses on non-financial assets and investments, net | 48 | — | 368 | 312 |
| Negative goodwill recognized in results |  | 22 | — | 39 |
| Gains or losses on non-current assets held for sale  not classified as discontinued operations | 49 | 226 | (27) | (20) |
| Operating profit/(loss) before tax |  | 18,681 | 17,347 | 15,005 |
| Tax expense or income from continuing operations | 27 | (4,723) | (4,844) | (3,880) |
| Profit/(loss) from continuing operations |  | 13,958 | 12,503 | 11,125 |
| Profit/(loss) after tax from discontinued operations | 37 | 1,542 | 1,241 | 1,058 |
| Profit/(loss) for the year |  | 15,500 | 13,744 | 12,183 |
| Profit/(loss) attributable to non-controlling interests | 28 | 1,399 | 1,170 | 1,107 |
| Profit/(loss) attributable to the parent |  | 14,101 | 12,574 | 11,076 |
| Earnings/(losses) per share |  |  |  |  |
| Basic | 4 | 0.905 | 0.771 | 0.654 |
| Diluted | 4 | 0.900 | 0.768 | 0.651 |

A. Presented for comparison purposes only (note 1.d).

B. Includes EUR -486 million at 31 December 2025 (EUR -1,225 and EUR -1,016 at 31 December 2024 and 2023, respectively) derived from the net loss generated in

Argentina as a result of the application of IAS 29 Financial reporting in hyperinflationary economies.

The accompanying notes 1 to 55 and appendices are an integral part of the consolidated income statement for the year ended 31 December 2025 .

Annual report 2025626

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|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CONSOLIDATED STATEMENTS OF RECOGNISED INCOME AND EXPENSE  FOR THE YEARS ENDED 31 DECEMBER 2025, 2024 AND 2023 | | | | |
| EUR million | | | | |
|  | Note | 2025 | 2024A | 2023A |
| CONSOLIDATED PROFIT/(LOSS) FOR THE YEAR |  | 15,500 | 13,744 | 12,183 |
| OTHER RECOGNISED INCOME AND EXPENSE |  | (1,858) | (2,339) | 614 |
| Items that will not be reclassified to profit or loss | 29 | 100 | 219 | (964) |
| Actuarial gains and losses on defined benefit pension plans |  | (73) | (584) | (1,038) |
| Non-current assets held for sale |  | 10 | — | — |
| Other recognised income and expense of investments in  subsidiaries, joint ventures and associates |  | 1 | (3) | (5) |
| Changes in the fair value of equity instruments measured at fair value through other  comprehensive income |  | 245 | 447 | (162) |
| Gains or losses resulting from the accounting for hedges of equity instruments measured at  fair value through other comprehensive income, net | 36 | — | — | — |
| Changes in the fair value of equity instruments measured at fair value through other  comprehensive income (hedged item) |  | (76) | 20 | (29) |
| Changes in the fair value of equity instruments measured at fair value through other  comprehensive income (hedging instrument) |  | 76 | (20) | 29 |
| Changes in the fair value of financial liabilities at fair value through profit or loss  attributable to changes in credit risk |  | (160) | 277 | (120) |
| Income tax relating to items that will not be reclassified |  | 77 | 82 | 361 |
| Items that may be reclassified to profit or loss | 29 | (1,958) | (2,558) | 1,578 |
| Hedges of net investments in foreign operations (effective portion) | 36 | 195 | 420 | (1,888) |
| Revaluation gains (losses) |  | 195 | 420 | (1,888) |
| Amounts transferred to income statement |  | — | — | — |
| Other reclassifications |  | — | — | — |
| Exchanges differences |  | (3,399) | (3,047) | 1,017 |
| Revaluation gains (losses) |  | (3,399) | (3,047) | 1,009 |
| Amounts transferred to income statement |  | — | — | 8 |
| Other reclassifications |  | — | — | — |
| Cash flow hedges (effective portion) | 36 | 867 | 558 | 2,592 |
| Revaluation gains (losses) |  | 158 | (698) | (30) |
| Amounts transferred to income statement |  | 709 | 1,256 | 2,622 |
| Transferred to initial carrying amount of hedged items |  | — | — | — |
| Other reclassifications |  | — | — | — |
| Hedging instruments (items not designated) | 36 | (14) | — | — |
| Revaluation gains (losses) |  | (1) | — | — |
| Amounts transferred to income statement |  | (13) | — | — |
| Other reclassifications |  | — | — | — |
| Debt instruments at fair value with changes in other comprehensive income |  | 613 | (493) | 858 |
| Revaluation gains (losses) | 29 | 715 | (447) | 852 |
| Amounts transferred to income statement |  | (102) | (46) | 6 |
| Other reclassifications |  | — | — | — |
| Non-current assets held for sale |  | 274 | — | — |
| Revaluation gains (losses) |  | 267 | — | — |
| Amounts transferred to income statement |  | 7 | — | — |
| Other reclassifications |  | — | — | — |
| Share of other recognised income and expense of investments |  | 20 | (108) | 19 |
| Income tax relating to items that may be reclassified to profit or loss |  | (514) | 112 | (1,020) |
| Total recognised income and expenses for the year |  | 13,642 | 11,405 | 12,797 |
| Attributable to non-controlling interests |  | 1,452 | 709 | 1,401 |
| Attributable to the parent |  | 12,190 | 10,696 | 11,396 |

A. Presented for comparison purposes only (note 1.d).

The accompanying notes 1 to 55 and appendices are an integral part of the consolidated statement of recognised income and expense for the year ended 31 December

2025 .

Annual report 2025627

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY FOR THE YEARS ENDED 31 DECEMBER 2025, 2024 AND 2023 | | | | | |
| EUR million |  |  |  |  |  |
|  |  |  |  |  |  |
|  | Capital | Share  premium | Equity  instruments  issued (not  capital) | Other equity  instruments | Accumulated  retained  earnings |
| Balance at 31 December 2024A | 7,576 | 40,079 | 0 | 217 | 82,326 |
| Adjustments due to errors | — | — | — | — | — |
| Adjustments due to changes in accounting policies | — | — | — | — | — |
| Opening balance at 1 January 2025A | 7,576 | 40,079 | — | 217 | 82,326 |
| Total recognised income and expense | — | — | — | — | — |
| Other changes in equity | (231) | (3,287) | — | 56 | 9,633 |
| Issuance of ordinary shares | — | — | — | — | — |
| Issuance of preferred shares | — | — | — | — | — |
| Issuance of other financial instruments | — | — | — | — | — |
| Maturity of other financial instruments | — | — | — | — | — |
| Conversion of financial liabilities into equity | — | — | — | — | — |
| Capital reduction | (231) | (3,287) | — | — | — |
| Dividends | — | — | — | — | (1,643) |
| Purchase of equity instruments | — | — | — | — | — |
| Disposal of equity instruments | — | — | — | — | — |
| Transfer from equity to liabilities | — | — | — | — | — |
| Transfer from liabilities to equity | — | — | — | — | — |
| Transfers between equity items | — | — | — | — | 11,276 |
| Increases (decreases) due to business combinations | — | — | — | — | — |
| Share-based payment | — | — | — | (67) | — |
| Others increases or (-) decreases in equity | — | — | — | 123 | — |
| Balance at 31 December 2025 | 7,345 | 36,792 | — | 273 | 91,959 |

A. Presented for comparison purposes only (note 1.d).

The accompanying notes 1 to 55 and appendices are an integral part of the consolidated statement of changes in total equity for the year ended 31 December  2025.

Annual report 2025628

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | | | | | | | | |
|  |  |  |  |  |  |  | |  |
|  |  |  |  |  |  | Non-controlling interest | |  |
| Revaluation  reserves | Other  reserves | (-) Own  shares | Profit  attributable to  shareholders  of the parent | (-) Interim  dividends | Other  comprehensive  income | Other  comprehensive  income | Other items | Total |
| — | (5,976) | (68) | 12,574 | (1,532) | (36,595) | (2,020) | 10,746 | 107,327 |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | (5,976) | (68) | 12,574 | (1,532) | (36,595) | (2,020) | 10,746 | 107,327 |
| — | — | — | 14,101 | — | (1,911) | 53 | 1,399 | 13,642 |
| — | (1,556) | (28) | (12,574) | (166) | 532 | 20 | (620) | (8,221) |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | 231 | 3,287 | — | — | — | — | (8) | (8) |
| — | — | — | — | (1,698) | — | — | (896) | (4,237) |
| — | — | (4,081) | — | — | — | — | — | (4,081) |
| — | 34 | 766 | — | — | — | — | — | 800 |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | (766) | — | (12,574) | 1,532 | 532 | 20 | (20) | — |
| — | — | — | — | — | — | — | (5) | (5) |
| — | — | — | — | — | — | — | — | (67) |
| — | (1,055) | — | — | — | — | — | 309 | (623) |
| — | (7,532) | (96) | 14,101 | (1,698) | (37,974) | (1,947) | 11,525 | 112,748 |

Annual report 2025629

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY FOR THE YEARS ENDED 31 DECEMBER 2025, 2024 AND 2023 | | | | | |
| EUR million |  |  |  |  |  |
|  |  |  |  |  |  |
|  | Capital | Share  premium | Equity  instruments  issued (not  capital) | Other equity  instruments | Accumulated  retained  earnings |
| Balance at 31 December 2023A | 8,092 | 44,373 | 720 | 195 | 74,114 |
| Adjustments due to errors | — | — | — | — | — |
| Adjustments due to changes in accounting policies | — | — | — | — | — |
| Opening balance at 1 January 2024A | 8,092 | 44,373 | 720 | 195 | 74,114 |
| Total recognised income and expense | — | — | — | — | — |
| Other changes in equity | (516) | (4,294) | (720) | 22 | 8,212 |
| Issuance of ordinary shares | — | — | — | — | — |
| Issuance of preferred shares | — | — | — | — | — |
| Issuance of other financial instruments | — | — | — | — | — |
| Maturity of other financial instruments | — | — | (751) | — | — |
| Conversion of financial liabilities into equity | — | — | — | — | — |
| Capital reduction | (516) | (4,294) | — | — | — |
| Dividends | — | — | — | — | (1,485) |
| Purchase of equity instruments | — | — | — | — | — |
| Disposal of equity instruments | — | — | — | — | — |
| Transfer from equity to liabilities | — | — | — | — | — |
| Transfer from liabilities to equity | — | — | — | — | — |
| Transfers between equity items | — | — | — | — | 9,697 |
| Increases (decreases) due to business combinations | — | — | — | — | — |
| Share-based payment | — | — | — | (62) | — |
| Others increases or (-) decreases in equity | — | — | 31 | 84 | — |
| Balance at 31 December 2024A | 7,576 | 40,079 | — | 217 | 82,326 |

A. Presented for comparison purposes only (note 1.d).

The accompanying notes 1 to 55 and appendices are an integral part of the consolidated statement of changes in total equity for the year ended 31 December 2025.

Annual report 2025630

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|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | | | | | | | | |
|  |  |  |  |  |  |  | |  |
|  |  |  |  |  |  | Non-controlling interest | |  |
| Revaluation  reserves | Other  reserves | (-) Own  shares | Profit  attributable to  shareholders  of the parent | (-) Interim  dividends | Other  comprehensive  income | Other  comprehensive  income | Other items | Total |
| — | (5,751) | (1,078) | 11,076 | (1,298) | (35,020) | (1,559) | 10,377 | 104,241 |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | (5,751) | (1,078) | 11,076 | (1,298) | (35,020) | (1,559) | 10,377 | 104,241 |
| — | — | — | 12,574 | — | (1,878) | (461) | 1,170 | 11,405 |
| — | (225) | 1,010 | (11,076) | (234) | 303 | — | (801) | (8,319) |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | (590) | (1,341) |
| — | — | — | — | — | — | — | — | — |
| — | 516 | 4,294 | — | — | — | — | (93) | (93) |
| — | — | — | — | (1,532) | — | — | (660) | (3,677) |
| — | — | (4,038) | — | — | — | — | — | (4,038) |
| — | 8 | 754 | — | — | — | — | — | 762 |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | (215) | — | (11,076) | 1,298 | 303 | — | (7) | — |
| — | — | — | — | — | — | — | (8) | (8) |
| — | — | — | — | — | — | — | — | (62) |
| — | (534) | — | — | — | — | — | 557 | 138 |
| — | (5,976) | (68) | 12,574 | (1,532) | (36,595) | (2,020) | 10,746 | 107,327 |

Annual report 2025631

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| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY FOR THE YEARS ENDED 31 DECEMBER 2025, 2024 AND 2023 | | | | | |
| EUR million |  |  |  |  |  |
|  |  |  |  |  |  |
|  | Capital | Share  premium | Equity  instruments  issued (not  capital) | Other equity  instruments | Accumulated  retained  earnings |
| Balance at 31 December 2022A | 8,397 | 46,273 | 688 | 175 | 66,702 |
| Adjustments due to errors | — | — | — | — | — |
| Adjustments due to changes in accounting policies | — | — | — | — | — |
| Opening balance at 1 January 2023A | 8,397 | 46,273 | 688 | 175 | 66,702 |
| Total recognised income and expense | — | — | — | — | — |
| Other changes in equity | (305) | (1,900) | 32 | 20 | 7,412 |
| Issuance of ordinary shares | — | — | — | — | — |
| Issuance of preferred shares | — | — | — | — | — |
| Issuance of other financial instruments | — | — | — | — | — |
| Maturity of other financial instruments | — | — | — | — | — |
| Conversion of financial liabilities into equity | — | — | — | — | — |
| Capital reduction | (305) | (1,900) | — | — | — |
| Dividends | — | — | — | — | (963) |
| Purchase of equity instruments | — | — | — | — | — |
| Disposal of equity instruments | — | — | — | — | — |
| Transfer from equity to liabilities | — | — | — | — | — |
| Transfer from liabilities to equity | — | — | — | — | — |
| Transfers between equity items | — | — | — | — | 8,375 |
| Increases (decreases) due to business combinations | — | — | — | — | — |
| Share-based payment | — | — | — | (60) | — |
| Others increases or (-) decreases in equity | — | — | 32 | 80 | — |
| Balance at 31 December 2023A | 8,092 | 44,373 | 720 | 195 | 74,114 |

A. Presented for comparison purposes only (note 1.d).

The accompanying notes 1 to 55 and appendices are an integral part of the consolidated statement of changes in total equity for the year ended 31 December 2025 .

Annual report 2025632

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|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | | | | | | | | |
|  |  |  |  |  |  |  | |  |
|  |  |  |  |  |  | Non-controlling interest | |  |
| Revaluation  reserves | Other  reserves | (-) Own  shares | Profit  attributable to  shareholders  of the parent | (-) Interim  dividends | Other  comprehensive  income | Other  comprehensive  income | Other items | Total |
| — | (5,454) | (675) | 9,605 | (979) | (35,628) | (1,856) | 10,337 | 97,585 |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | (5,454) | (675) | 9,605 | (979) | (35,628) | (1,856) | 10,337 | 97,585 |
| — | — | — | 11,076 | — | 320 | 294 | 1,107 | 12,797 |
| — | (297) | (403) | (9,605) | (319) | 288 | 3 | (1,067) | (6,141) |
| — | — | — | — | — | — | — | 1 | 1 |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | 305 | 1,900 | — | — | — | — | — | — |
| — | — | — | — | (1,298) | — | — | (748) | (3,009) |
| — | — | (3,109) | — | — | — | — | — | (3,109) |
| — | 13 | 806 | — | — | — | — | — | 819 |
| — | — | — | — | — | — | — | — | — |
| — | — | — | — | — | — | — | — | — |
| — | (37) | — | (9,605) | 979 | 288 | 3 | (3) | — |
| — | — | — | — | — | — | — | (364) | (364) |
| — | — | — | — | — | — | — | — | (60) |
| — | (578) | — | — | — | — | — | 47 | (419) |
| — | (5,751) | (1,078) | 11,076 | (1,298) | (35,020) | (1,559) | 10,377 | 104,241 |

Annual report 2025633

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 2025, 2024 AND 2023 | | | | |
| EUR million | | | | |
|  | Note | 2025 | 2024A | 2023A |
| A. CASH FLOWS FROM OPERATING ACTIVITIES |  | (14,835) | (24,155) | 5,015 |
| Profit or loss for the year |  | 15,500 | 13,744 | 12,183 |
| Adjustments made to obtain the cash flows from operating activities |  | 31,347 | 28,361 | 26,948 |
| Depreciation and amortisation cost |  | 3,178 | 3,179 | 3,086 |
| Other adjustments |  | 28,169 | 25,182 | 23,862 |
| Net increase/(decrease) in operating assets |  | 119,257 | 117,996 | 74,982 |
| Financial assets held-for-trading |  | 25,776 | 62,460 | 18,332 |
| Non-trading financial assets mandatorily at fair value through profit or loss |  | 1,867 | 31 | 286 |
| Financial assets at fair value through profit or loss |  | 146 | (1,850) | 874 |
| Financial assets at fair value through other comprehensive income |  | (6,733) | 10,225 | (4,470) |
| Financial assets at amortized cost |  | 97,964 | 45,995 | 60,525 |
| Other operating assets |  | 237 | 1,135 | (565) |
| Net increase/(decrease) in operating liabilities |  | 62,529 | 57,616 | 46,080 |
| Financial liabilities held-for-trading |  | 20,654 | 34,256 | 5,450 |
| Financial liabilities designated at fair value through profit or loss |  | 5,858 | (3,854) | (11) |
| Financial liabilities at amortized cost |  | 35,719 | 34,164 | 40,138 |
| Other operating liabilities |  | 298 | (6,950) | 503 |
| Income tax recovered/(paid) |  | (4,954) | (5,880) | (5,214) |
| B. CASH FLOWS FROM INVESTING ACTIVITIES |  | 534 | (3,712) | (5,366) |
| Payments |  | 7,925 | 11,355 | 15,056 |
| Tangible assets | 16 | 5,854 | 8,494 | 11,446 |
| Intangible assets | 18 | 1,805 | 2,104 | 2,197 |
| Investments | 13 | 79 | 686 | 139 |
| Subsidiaries and other business units |  | 187 | 71 | 1,274 |
| Non-current assets held for sale and associated liabilities |  | — | — | — |
| Other payments related to investing activities |  | — | — | — |
| Proceeds |  | 8,459 | 7,643 | 9,690 |
| Tangible assets | 16 | 5,206 | 5,966 | 7,074 |
| Intangible assets | 18 | — | — | — |
| Investments | 13 | 749 | 681 | 814 |
| Subsidiaries and other business units |  | 54 | 8 | 885 |
| Non-current assets held for sale and associated liabilities | 12 | 2,450 | 988 | 917 |
| Other proceeds related to investing activities |  | — | — | — |
| C. CASH FLOW FROM FINANCING ACTIVITIES |  | (14,203) | (5,510) | (2,058) |
| Payments |  | 17,743 | 14,045 | 10,187 |
| Dividends | 4 | 3,341 | 3,017 | 2,261 |
| Subordinated liabilities | 23 | 8,822 | 4,096 | 2,931 |
| Redemption of own equity instruments |  | — | 751 | — |
| Acquisition of own equity instruments |  | 4,081 | 4,038 | 3,109 |
| Other payments related to financing activities |  | 1,499 | 2,143 | 1,886 |
| Proceeds |  | 3,540 | 8,535 | 8,129 |
| Subordinated liabilities | 23 | 2,287 | 7,001 | 7,007 |
| Issuance of own equity instruments |  | — | — | — |
| Disposal of own equity instruments |  | 815 | 765 | 825 |
| Other proceeds related to financing activities |  | 438 | 769 | 297 |

Annual report 2025634

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|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 2025, 2024 AND 2023 | | | | |
| EUR million | | | | |
|  | Note | 2025 | 2024A | 2023A |
| D. EFFECT OF FOREIGN EXCHANGE RATE DIFFERENCES |  | (8,908) | 5,243 | (322) |
| E. NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS |  | (37,412) | (28,134) | (2,731) |
| F. CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR |  | 192,208 | 220,342 | 223,073 |
| G. CASH AND CASH EQUIVALENTS AT END OF THE YEAR |  | 154,796 | 192,208 | 220,342 |
| COMPONENTS OF CASH AND CASH EQUIVALENTS AT END OF THE YEAR |  |  |  |  |
| Cash |  | 7,357 | 9,253 | 8,621 |
| Cash equivalents at central banks |  | 135,330 | 170,914 | 199,932 |
| Other financial assets |  | 9,594 | 12,041 | 11,789 |
| Less, bank overdrafts refundable on demand |  | — | — | — |
| TOTAL CASH AND CASH EQUIVALENTS AT END OF THE YEAR |  | 152,281 | 192,208 | 220,342 |
| In which, restricted cash |  | — | — | — |
| TOTAL CASH AND CASH EQUIVALENTS AT END OF PERIOD ASSOCIATED WITH NON-  CURRENT ASSETS HELD FOR SALE | 12 | 2,515 | — | — |

A. Presented for comparison purposes only (note 1.d).

The accompanying notes 1 to 55 and appendices are an integral part of the consolidated statement of cash flows for the year ended 31 December 2025 .

Annual report 2025635

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![10.Consolidada_ENG.jpg]()

Notes to the consolidated financial statements

Annual report 2025636

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#### Banco Santander, S.A., and Companies

#### composing Grupo Santander

Notes to the consolidated financial statements (consolidated

annual accounts) for the year ended  31 December 2025 .

1. Introduction, basis of presentation of

the consolidated financial statements

(consolidated annual accounts) and other

information

#### a) Introduction

Banco Santander, S.A. ('the parent' or 'Banco Santander'), is a

private-law entity subject to the rules and regulations applicable to

banks  operating in  Spain , where it was constituted and currently

maintains its legal domicile, which is paseo de Pereda, numbers 9

to 12, 39004, Santander, Spain .

The principal headquarters of Banco Santander are located in

Ciudad Grupo Santander, Avenida Cantabria s/n, 28660, Boadilla

del Monte, Madrid, S pain.

The corporate purpose of Banco Santander, S.A. mainly entails

carrying out all kinds of activities, operations and services inherent

to the banking business in general and permitted by current

legislation, and the acquisition, holding, enjoyment and disposal of

all kinds of securities.

In addition to the operations carried on directly by it, Banco

Santander  is the head of a group of subsidiaries that engage in

various business activities and which compose, together with it,

Grupo Santander ('Santander' or 'the Group'). Therefore, Banco

Santander is obliged to prepare, in addition to its own separate

financial statements, the Group's consolidated financial

statements, which also include the interests in joint ventures and

investments in associates.

At 31 December 2025, Grupo Santander consisted of 755

subsidiaries of Banco Santander, S.A. In addition, other 191

companies are associates of the Group, joint ventures or

companies of which the Group holds more than 5%  (excluding the

Group companies of negligible interest with respect to the fair

presentation that the annual accounts must express).

Grupo Santander consolidated financial statements for 2023 were

approved by the shareholders at the group´s annual general

meeting on 22 March 2024. Grupo Santander consolidated

financial statements for 2024 were approved by the shareholders

at the group´s annual general meeting on 4 April 2025. The Group's

2025 consolidated financial statements, the financial statements

of the parent and of substantially all the Group companies have not

been approved yet by their shareholders at the respective annual

general meetings. However, Banco Santander board of directors

considers that the aforementioned financial statements will be

approved without any significant changes.

b)

#### Basis of presentation of the consolidated

#### financial statements

Under Regulation (EC) n.º 1606/2002 of the European Parliament

and of the Council of 19 July 2002 all companies governed by the

law of an EU Member State and whose securities are admitted to

trading on a regulated market of any Member State must prepare

their consolidated financial statements for the years beginning on

or after 1 January 2005 in conformity with the International

Financial Reporting Standards ('IFRS') previously adopted by the

European Union ('EU-IFRS').

In order to adapt the accounting system of Spanish credit

institutions with the principles and criteria established by the IFRS

adopted by the European Union ('EU-IFRS'), the Bank of Spain

published circular 4/2017, dated 27 November 2017, on Public and

Confidential Financial Reporting Standards and Financial

Statement Formats and the following regulations.

Particularly, during 2025 and 2023, the Bank of Spain published

Circulars 1/2025 of 19 December of 2025, and 1/2023 of 24

February of 2023, amending Circular 4/2017 of 27 November to

credit institutions on Public and Confidential Financial Reporting

Standards and Financial Statement Formats.

Grupo Santander consolidated financial statements for 2025 were

authorised by the Bank's directors (at the board meeting on 24

February  2026) in accordance with International Financial

Reporting Standards as adopted by the European Union and with

Bank of Spain circular 4/2017 and subsequent modifications, and

Spanish corporate and commercial law applicable to the Group,

using the basis of consolidation, accounting policies and

measurement bases set forth in note 2, accordingly, they present

fairly the Group's  equity and financial position at 31 December

2025, 2024 and  2023 and the consolidated results of its operations

and the consolidated cash flows in  2025,  2024 and 2023. These

consolidated annual accounts have been prepared on the basis of

the accounting records held by Banco Santander and by each of the

other companies of the Group, and include the adjustments and

reclassifications required to standardise the accounting policies

and valuation criteria applied by Grupo Santander.

The notes to the consolidated financial statements contain

additional information to that presented in the consolidated

balance sheet, consolidated income statement, consolidated

statement of recognised income and expense, consolidated

statement of changes in total equity and consolidated statement of

cash flows. The notes provide, in a clear, relevant, reliable and

comparable manner, narrative descriptions and breakdowns of

these statements.

The figures of the consolidated  annual accounts are presented in

millions of euros unless another alternative monetary unit is

indicated, rounded to the nearest million unit.

Annual report 2025637

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#### Adoption of new standards and interpretations issued

The following modifications came into force and were adopted by

the European Union in  2025 :

• IAS 21 Effects of changes in foreign currency exchange rates: IAS

21 established the requirements to apply when there is a

temporary lack of interchangeability between two currencies,

but did not give indications when this situation was not

temporary. Given this scenario, IAS 21 has been modified

establishing the criteria to identify these situations, specifying

how entities should estimate the spot exchange rate, the

methodologies and data to be considered, as well as the

associated disclosure requirements. This modification was

applied in advance by the Group on 31 December 2024. For more

information, see Note 2.a.iv.

The application of the aforementioned amendment to accounting

standards and interpretations did not have any material effects on

Grupo Santander consolidated financial statements.

Likewise, at the date of approval of these consolidated annual

accounts, the following standards which effectively came into

force have effective dates after 31 December 2025:

• Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial

Instruments: Disclosures: (i) amendments to classification and

measurement requirements related to the assessment of

contractual cash flows of certain financial assets (with ESG

characteristics, non-recourse or contractually linked); (ii) an

accounting policy option for the derecognition of financial

liabilities settled through an electronic payment system is

included; (iii) the disclosure requirements related to equity

instruments designated at fair value through other

comprehensive income are amended; (iv) disclosure

requirements are included for financial instruments with

contingent characteristics that may modify their contractual cash

flows. These amendments will be applicable from 1 January

2026.

• Amendments to IFRS 9 and IFRS 7 -  Nature-dependent electricity

contracts for electricity contracts dependent on energy sources

and susceptible to variations due to uncontrollable factors, such

as weather conditions, this modification: (i) clarifies the

application of the 'own use' requirements; (ii) allows hedge

accounting if these contracts were used as hedging instruments;

and, (iii) adds new filing requirements for greater clarity on the

impact of these contracts. These modifications will be applicable

form 1 January 2026.

• IFRS 18 Presentation and Disclosure in Financial Statements,

which replaces IAS 1 Presentation of Financial Statements, (i)

improves the comparability of the income statement by defining

its structure into three categories (operating, investing, and

financing) and presenting defined subtotals, including operating

profit; (ii) breaks down in the financial statements certain

management-defined performance measures related to the

income statement; and (iii) improves the aggregation of

information for disclosure in the financial statements or notes.

The new standard will be applicable from 1 January 2027.

• Amendments to IFRS Improvement Cycle: introduces minor

amendments, effective from 1 January 2026, to the following

standards:

• IFRS 1 First-time Adoption of International Financial Reporting

Standards, for hedge accounting in first adoption.

• IFRS 7 Financial Instruments: Disclosures: updated references

and alignment with IFRS 13, as well as clarifications in the

Implementation Guidance.

• IFRS 9 Financial Instruments: amendment to apply

derecognition criteria to lease liabilities recorded by the lessee

and replacement of the term 'transaction price' with 'the

amount determined in accordance with IFRS 15'.

• IFRS10 Consolidated Financial Statements: Determining a 'de

facto agent'.

• IAS 7 Statement of Cashflows: replacing the term 'cost method'

with 'cost'.

Finally, at the date of approval of these consolidated annual

accounts, the following standards which effectively come into

force after 31 December 2025 had not yet been adopted by the

European Union:

• IFRS 19 Subsidiaries without Public Accountability: Disclosures:

this new standard works alongside other IFRS Accounting

Standards. An eligible subsidiary applies the requirements in

other IFRS Accounting Standards except for the disclosure

requirements and instead applies the reduced disclosure

requirements in IFRS 19. A subsidiary is eligible if: (i) it does not

have public accountability; and (ii) it has an ultimate or

intermediate parent that produces consolidated financial

statements available for public use that comply with IFRS

Accounting Standards. Applicable from 1 January 2027.

• IFRS 19 Subsidiaries without Public Accountability: Disclosures:

these new amendments help eligible subsidiaries reduce

disclosures related to IFRS standards and amendments issued

between February 2021 and May 2024. With these

amendments, IFRS 19 reflects the IFRS changes that will take

effect up to 1 January 2027, when IFRS 19 will become

applicable.

• Amendments to IAS 21 The effects of Changes in Foreign

Exchange Rates: Translation to a Hyperinflationary Presentation

Currency: establishes how to translate financial statements

when the presentation currency is subject to hyperinflation.

Requires converting all amounts, including comparatives, at the

closing exchange rates and restating them in accordance with IAS

29. Furthermore, introduces additional disclosures to enhance

comparability and reduce diversity in practice. Applicable from 1

January 2027, with early application permitted.

Grupo Santander is currently analyzing the possible effects of

these new standards and interpretations, and unless expressly

indicated otherwise, no significant impacts are expected from their

application.

Annual report 2025638

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During 2025, the Group completed the project to adapt its

accounting policies relating to hedging transactions to the hedge

accounting requirements set out in IFRS 9 (see Note 2.d.v). The

main impacts of this change on the accounting for hedging

relationships are primarily due to: (i) the mandatory separation of

the time value of options (when the hedged risk is the intrinsic

value); (ii) and the optional separation of the forward element of

foreign exchange forward contracts for all hedges, as well as (iii)

the separation of the foreign currency basis spread of a foreign

exchange derivative for each hedging relationship. The application

of these options to hedges designated before 31 December 2024

did not have a material impact on the Group's consolidated

statement of financial position or consolidated profit or loss.

All accounting policies and measurement bases with a material

effect on the consolidated financial statements for 2025 were

applied in the preparation of these consolidated annual accounts.

c)

#### Use of accounting estimates

The consolidated results and the determination of  consolidated

equity are sensitive to the accounting policies, measurement bases

and estimates used by Banco Santander in preparing the

consolidated  financial statements.

The main accounting policies and measurement bases are set forth

in  note 2.

In the consolidated  financial statements estimates were

occasionally made by the senior management of  Grupo Santander

in order to quantify certain of the assets, liabilities, income,

expenses and obligations reported herein. These estimates, which

were made on the basis of the best information available, relate

basically to the following:

• The impairment losses on certain assets: it applies to financial

assets at fair value through other comprehensive income,

financial assets at amortised cost, non-current assets held for

sale, investments, tangible assets and intangible assets (see

Notes 6, 7, 10, 12, 13, 16, 17, 18 and 54).

• The assumptions used in the actuarial calculation of the post-

employment benefit liabilities and commitments and other

obligations  (see Note 25).

• The useful life of the tangible and intangible assets  (see Notes 16

and 18).

• The measurement of the impairment in goodwill arising on

consolidation (see Note 17).

• The calculation of provisions and the consideration of contingent

liabilities (see Note 25).

• The fair value of certain unquoted assets and liabilities (see

Notes 6, 7, 8, 9, 10, 11, 20, 21 and 22).

• The recoverability of deferred tax assets (see Note 27).

• The fair value of the identifiable assets acquired and the

liabilities assumed in business combinations in accordance with

IFRS 3 (see Note 17).

• The measurement of assets under reinsurance contracts and

liabilities under insurance contracts (see Note 15).

To update the previous estimates, the  Group's management has

taken into account the current macroeconomic scenario,

characterized by persistent geopolitical tensions and changing

financial conditions, as well as the evolution of monetary and fiscal

policies in major economies. The analysis also considers

developments in interest rates, credit spreads, and currency

movements, along with labor market trends in the geographies

where the Group operates.

The Group's management has evaluated in particular the

uncertainties caused by the current environment in relation to

credit risk, maintaining active oversight of clients in geographies

and sectors more exposed to international trade tensions, global

geopolitical uncertainty and the impact of public debt containment

policies or fiscal stimulus measures, liquidity and market risks,

taking into account the best available information, to estimate the

impact on the credit portfolio's impairment provision, and in the

debt instruments' interest rates and valuation, developing in the

notes the main estimates made during the period ended December

31, 2025 (see notes 10, 17, 50 and 54).

Although these estimates have been made on the basis of the best

information available at the end of the year 2025, and considering

information updated at the date of preparation of these

consolidated annual accounts, it is possible that events that may

take place in the future may make it necessary to modify them

(upwards or downwards) in the coming years, which would be

done, if appropriate, in a prospective manner, recognising the

effects of the change in estimate in the corresponding consolidated

income statement.

d) Information relating to  2024 and  2023

The information contained in the consolidated financial statements

for the financial years  2024  and 2023  was prepared with the

standards in force in said years, and exclusively for comparative

purposes with the information relating to the year ended 31

December 2025 .

The information in the consolidated income statement from 2024

and 2023 has been restated, as a result of the agreement for the

sale of Santander Bank Polska S.A. by Grupo Santander, as required

by IFRS 5 (see, mainly, Notes 3 and 37, as well as the rest of the

notes of the profit and loss account).

Additionally, the segment information corresponding to the years

ended 31 December 2024 and 2023 has been restated, in

accordance with the changes in the segments' composition of

Grupo Santander, as required by IFRS 8 (see note 52).

In order to interpret the changes in the balances with respect to 31

December 2025 , it is necessary to take into consideration the

exchange rate effect arising from the volume of foreign currency

balances held by Grupo Santander in view of its geographic

diversity (see note 52.b) and the impact of the appreciation/

depreciation of the various currencies against the euro in 2025,

based on the exchange rates at the end of 2025 : Mexican peso

(2.05%), US dollar (-11.62%), Brazilian real (-0.47%), Argentinian

peso (-37.23%), Sterling pound (-4.99% ), Chilean peso (-2.57%),

and Polish zloty (1.30%); as well as the evolution of the

comparable average rates: Mexican peso (-8.95%), US dollar

(-4.15% ), Brazilian real (-7.86%), Sterling pound (-1.20% ), Chilean

peso (-4.90%) and Polish zloty (1.56%).

Annual report 2025639

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#### e) Capital management

i. Regulatory and economic capital

Credit institutions must comply with a set of minimum capital and

liquidity requirements. These minimum requirements are

regulated by the European Capital Requirements Regulation (CRR),

which is directly applicable within the Spanish legal framework,

and by the Capital Requirements Directive (CRD).

On 19 June 2024, the final texts of the update to the banking

package were published in the Official Journal of the European

Union: Regulation (EU) 2024/1623 (hereinafter, CRR 3), which

amends the CRR with regard to requirements for credit risk, credit

valuation adjustment risk, operational risk, market risk and the

floor on risk-weighted assets (known as the output floor), as well

as Directive (EU) 2024/1619 (hereinafter, CRD VI), which amends

the CRD as regards supervisory powers, sanctions, third-country

branches, and environmental, social and governance risks.

The update to the banking package aims, on the one hand, to

implement the final Basel III reforms and, on the other, to

strengthen the harmonisation of banking supervision within the

European Union (EU).

CRR 3, applicable since 1 January 2025, introduce greater risk

sensitivity into standardised approaches, reduce the variability of

risk-weighted assets among banks using internal models to

calculate capital requirements, and enhance comparability across

banks.

Under CRD VI, the ambition to achieve more robust supervision and

to safeguard financial stability is reflected in a set of rules affecting

fit-and-proper requirements, an extended scope resulting from the

revision of certain definitions, and new provisions regarding the

establishment of third-country branches in the EU, with the aim of

achieving greater regulatory harmonisation and improved

supervision of this type of entity.

Although most CRR 3 provisions apply since 1 January 2025, for

certain provisions the regulator has established a gradual

implementation (phase-in) period until 2030 in order to give the

industry sufficient time to build up the capital required to meet the

requirements on a fully loaded basis.

Regarding Market Risk, the European Commission and the

European Parliament have approved an additional 12-month delay

to the entry into force of the new market risk capital framework, or

FRTB, until 1 January 2027. Beyond this date, the CRR 3 does not

allow for any further delay, as postponements are limited to two

years. This delay also covers other provisions, such as the

separation between the trading book and the banking book, the

internal risk transfer regime, etc.

The CRR 3/CRD VI package contains 140 mandates for the EBA to

develop Level 2 or Level 3 legislation (regulatory technical

standards, implementing technical standards and guidelines—RTS,

ITS and GL, for their acronyms) and to issue opinions and reports to

further specify certain aspects of the regulation. In this context, the

EBA published its roadmap (EBA Roadmap) at the end of 2023,

structuring the implementation of the banking package around

four sequential phases, under which the authority will address the

various mandates in an orderly manner based on their latest legal

application dates (up to four years after the entry into force of CRR

3 and CRD VI). In addition, at the end of 2024, the EBA published its

2025 work programme, setting out the guidelines for addressing

these mandates during the year. This has resulted in the

publication of various consultations throughout the year on RTS,

ITS and Guidelines, such as, for example:

– Regulatory Technical Standards (RTS) on off-balance-sheet

exposures and unconditionally cancellable commitments

– Regulatory Technical Standards (RTS) on material changes to

IRB models and model extensions

– Revision of the Guidelines on the revised definition of default

– Regulatory Technical Standards (RTS) and Implementing

Technical Standards (ITS) on operational risk

In its 2025 Work Programme, the EBA undertook, among other

initiatives, the revision of the SREP Guidelines, the consultation for

which was published on 24 October, with the aim of updating them

based on three pillars: legislative changes (CRR 3 and CRD VI,

IRRBB/CSRBB, DORA, etc.), lessons learned, and structural changes

intended to improve the usability of the Guidelines. The

consultation period was set to run until early February 2026, and

following the conclusion of the consultation process, the

Guidelines are expected to enter into force on 1 January 2027.

On 28 July 2025, the ECB published a revised version of its Guide to

Internal Models, with the objective of reflecting the regulatory

changes introduced by CRR 3 in relation to internal models for

credit, counterparty credit and market risk; clarifying supervisory

expectations for internal models that make use of machine

learning; and enhancing transparency and supervisory

harmonisation. This revision builds on the experience accumulated

by the ECB since the first publication of the Guide in 2019.

On 25 July 2025, the ECB also published the final Guide on Options

and Discretions, following a consultation process launched in

November 2024. The Guide introduces clarifications and

adjustments to the treatment of market risk and operational risk,

as well as to the conditions under which minority interests may be

included in group capital, among other aspects.

Annual report 2025640

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Regarding resolution regulation, institutions are required to

maintain an adequate funding structure to ensure that, in the event

of financial distress, they hold sufficient liabilities to absorb losses

and either restore viability or be resolved while safeguarding

depositor protection and financial stability. To this end, global

systemically important institutions are subject to minimum loss-

absorbing capacity requirements, namely Total Loss-Absorbing

Capacity (TLAC) and the Minimum Requirement for own funds and

Eligible Liabilities (MREL), as regulated under CRR 3 and the Bank

Recovery and Resolution Directive (BRRD).

On 25 October 2022, a regulation on the prudential treatment of

global systemically important institutions was published,

amending both the CRR and the BRRD with respect to the

prudential treatment of G-SIBs with a multiple point of entry (MPE)

resolution strategy, as well as the methods for the indirect

subscription of eligible instruments (daisy chains) for the purpose

of meeting MREL requirements. This regulation, known as the

Resolution 'Quick Fix', pursues two main objectives:

• The inclusion in the BRRD and CRR 3 of references to third-

country subsidiaries allowing for adjustments to the deduction

for holdings of TLAC instruments issued by such subsidiaries,

based on excess TLAC/MREL at subsidiary level, as well as

adjustments in cases where the aggregate own funds and

eligible liabilities requirements of a G-SIB under an MPE strategy

exceed the theoretical requirements of the same group under a

single point of entry (SPE) strategy. This adjustment is therefore

based on a comparison between the two possible resolution

strategies.

• The introduction of a deduction regime for holdings of MREL

instruments through entities within the same resolution group

other than the resolution entity. The Regulation establishes a

deduction at the level of the intermediate entity within the daisy

chain that repurchases the instruments. As a result, the

intermediate entity is required to issue an equivalent amount,

thereby transferring internal MREL needs to the resolution entity,

which will cover them with external MREL.

In this context, in 2025 the EBA published the Final Report on the

draft Implementing Technical Standards (ITS) on resolution

planning, aimed at further harmonising reporting requirements.

Regarding Deposit Guarantee Schemes (DGS), these are regulated

under the Deposit Guarantee Schemes Directive (DGSD), which has

not undergone substantial amendments since its publication in

2014. The Directive aims to harmonise DGS across Member States

to ensure stability and consistency across countries. It establishes

an appropriate framework to improve depositor access to DGS

through a clear scope of coverage, short repayment periods,

enhanced information, and robust funding requirements. The

Directive has been transposed into Spanish law through Royal

Decree 2606/1996, as amended by Royal Decree 1041/2021.

To ensure the protection of depositors, DGS collect financial

resources through contributions from their members, which must

be paid at least annually. These annual contributions are

determined based on the number of covered deposits and the risk

profile of the institutions affiliated with the DGS. The methodology

for calculating contributions is set out in the EBA Guidelines (EBA/

GL/2023/02).

In June 2025, the Council and the European Parliament reached a

political agreement, which still needs to be finalized at a technical

level as a prerequisite for its final formal approval.

Within the sustainability field from a prudential perspective, the

implementation of the CRR 3/CRD VI package has progressed,

introducing specific requirements to integrate environmental,

social and governance (ESG) risks into the prudential framework.

With the aim of assessing whether a specific prudential treatment

is warranted, the CRR establishes three mandates: to assess the

availability of ESG risk data; to evaluate the effective risk profile of

exposures affected by environmental or social factors; and to

analyse the potential effects on financial stability of differentiated

prudential treatment, with a view to possible legislative proposals

by 31 December 2026.

In addition, the CRR 3/CRD VI package introduces disclosure

requirements on ESG risks, reporting of ESG risk exposures to

competent authorities, and an obligation for institutions to develop

specific plans for managing financial risks arising from ESG factors,

including those related to transition trends.

In this context, the EBA published in January 2025 the Guidelines

on the Management of ESG Risks, fulfilling the CRD VI mandate to

structurally integrate ESG risks into the European prudential

framework. These Guidelines set out minimum standards and

reference methodologies for the identification, measurement,

management and monitoring of ESG risks, as well as their proper

integration into internal governance processes, risk appetite

frameworks and strategic planning. The Guidelines also specify

minimum requirements for the development of transition plans,

which must include metrics, quantifiable targets and time-bound

milestones aligned with institutions’ sustainability strategies and

prudential requirements. Their application will be mandatory from

11 January 2026, consolidating a prudential framework that

strengthens the systematic consideration of ESG risks in

supervisory and risk management processes.

At the international level, the Basel Committee on Banking

Supervision (BCBS) has continued to advance work on ESG-related

standards. In June 2025, the Committee published a voluntary

framework for the disclosure of climate-related financial risks,

aimed at guiding internationally active banks in the provision of

qualitative and quantitative information on their exposures to

physical and transition risks. The framework acknowledges the still

nascent state of climate data availability, consistency and quality,

and therefore adopts a flexible approach that allows for the use of

different metrics and methodologies. While its adoption will

depend on jurisdictional decisions, the Committee considers this

framework an important step towards enhancing transparency and

international comparability of climate risk disclosures and intends

to monitor its implementation with a view to potential future

revisions.

In the digital field, due to the increase in international crypto assets

activities, the EU is moving forward with the integration of Basel

standards on crypto-assets through the mandate set out in CRR 3,

which will enable the establishment of a harmonised prudential

treatment once the legislative process is completed. In fulfilment

of the CRR 3 mandate, the EBA has finalised and published the

draft Regulatory Technical Standards (RTS) applicable to the

calculation of own funds requirements for crypto-asset exposures.

Annual report 2025641

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At 31 December 2025 Grupo Santander met the minimum capital

requirements established by current legislation (see note 54.d).

Additionally, it should be noted that the Group has filed an appeal

with the Court of Justice of the European Union (CJEU) requesting

the annulment of a decision by the European Central Bank (ECB)

related to the treatment of deferred tax assets generated at Banco

Santander Brasil, which, if resolved favourably, would have a

positive impact of approximately 20 basis points on the Group's

CET1, using the amounts at the end of the year.

#### f) Environmental impact

In view of the business activities carried on by the Group entities,

the Group does  not have any environmental liability, expenses,

assets, provisions or contingencies that might be material with

respect to its  consolidated equity, financial position or results (see

note 54.a).

#### g) Events after the reporting perio

d

On 9 January 2026, after obtaining the necessary regulatory

approvals and fulfilling the conditions for closing, the Group

completed the sale of 49% of the share capital of Santander Bank

Polska S.A. and 50% of the share capital of Santander

Towarzystwo Funduszy Inwestycyjnych S.A. (TFI, the asset

management business in Poland) to Erste Group Bank AG for a

total cash amount of approximately EUR 7,000 million. The

transaction generated a net capital gain of approximately EUR

1,900 million, which will be recognized in the consolidated income

statement for the 2026 financial year. Santander holds the 9.7% of

Santander Polska's share capital.

The transaction resulted in the loss of effective control over the

entity, and therefore, effective as of 9 January 2026, Santander

Bank Polska S.A. will cease to be consolidated using the global

integration method in the Group's consolidated financial

statements from that date forward.

Additionally, on 3 February 2026, Banco Santander, S.A.

('Santander') announced that it had reached an agreement to

acquire Webster Financial Corporation ('Webster'), the parent

company of Webster Bank, N.A., for approximately USD

12,200 million (around EUR 10,300 million). Webster shareholders

will receive USD 48.75 in cash and 2.0548 Santander shares for

each Webster share, resulting in a total consideration of USD 75

per Webster share. Completion of the transaction is expected to

take place in the second half of 2026 subject to the customary

conditions for this type of operations, including obtaining the

relevant regulatory approvals and the approvals of both Webster's

and Santander's shareholders.

2. Accounting p

#### olicies

The accounting policies applied in preparing the consolidated

financial statements were as follows:

a)

#### Foreign currency transactions

i. Presentation currency

Banco Santander’s functional and presentation currency is the

euro. Also, the presentation currency of the Group is the euro.

ii. Translation of foreign currency balances

Foreign currency balances are translated to euros in two

consecutive stages:

• Translation of foreign currency to the functional currency

(currency of the main economic environment in which the entity

operates).

• Translation to euros of the balances held in the functional

currencies of entities whose functional currency is not the euro.

Translation of foreign currency to the functional currency

Foreign currency transactions performed by consolidated entities

(or entities accounted for using the equity method) not located in

European Monetary Union ('EMU') countries are initially recognised

in their respective currencies. Monetary items in foreign currency

are subsequently translated to their functional currencies using the

closing rate.

Furthermore:

• Non-monetary items measured at historical cost are translated

to the functional currency at the exchange rate at the date of

acquisition.

• Non-monetary items measured at fair value are translated at the

exchange rate at the date when the fair value was determined.

• Income and expenses are translated at the average exchange

rates for the year for all the transactions performed during

the year. When applying this criterion, the Group considers

whether there have been significant changes in the exchange

rates in the year which, in view of their materiality with respect

to the consolidated financial statements taken as a whole, would

make it necessary to use the exchange rates at the transaction

date rather than the aforementioned average exchange rates.

• The balances arising from non-hedging forward foreign

currency/foreign currency and foreign currency/euro purchase

and sale transactions are translated at the closing rates

prevailing in the forward foreign currency market for the related

maturity.

Annual report 2025642

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Translation of functional currencies to euros

The balances in the financial statements of consolidated entities

(or entities accounted for using the equity method)  whose

functional currency is not the euro are translated to euros as

follows:

- Assets and liabilities, at the closing rates.

- Income and expenses, at the average exchange rates for

the year.

- Equity items, at the historical exchange rates.

iii. Recognition of exchange differences

The exchange differences arising on the translation of foreign

currency balances to the functional currency are generally

recognised at their net amount under 'Exchange differences, net' in

the  consolidated income statement, except for exchange

differences arising on financial instruments at fair value through

profit or loss, which are recognised in the consolidated income

statement without distinguishing them from other changes in fair

value, and for exchange differences arising on non-monetary items

measured at fair value through equity, which are recognised under

'Other comprehensive income–Items that may be reclassified to

profit or loss–Exchange differences' except for exchange

differences on equity instruments, where the option to irrevocably

elect to be measured at fair value through changes in accumulated

other comprehensive income, which are recognised in accumulated

'Other Comprehensive Income - Items not to be reclassified to

profit or loss - Changes in fair value of equity instruments

measured at fair value' through other comprehensive income (see

note 29).

The exchange differences arising on the translation to euros of the

financial statements denominated in functional currencies other

than the euro are recognised in 'Other comprehensive income–

Items that may be reclassified to profit or loss–Exchange

differences' in the consolidated balance sheet, whereas those

arising on the translation to euros of the financial statements of

entities accounted for using the equity method are recognised in

equity under 'Other comprehensive income–Items that may be

reclassified to profit or loss and Items not reclassified to profit or

loss–Other recognised income and expense' of investments in

subsidiaries, joint ventures and associates (see note 29), until the

related item is derecognised, at which time they are recognised in

profit or loss.

Exchange differences arising on actuarial gains or losses when

converting to euros the financial statements denominated in the

functional currencies of entities whose functional currency is

different from the euro are recognised under equity 'Other

comprehensive income–Items not reclassified to profit or loss–

Actuarial gains or (-) losses' on defined benefit pension plans (see

note 29).

iv. Entities located in hyperinflationary economies

When a subsidiary operates in a country with hyperinflationary

economy, IAS 29 Financial Information in Hyperinflationary

Economies is applied, which means that:

– Historical cost of non-monetary assets and liabilities and of

the various items of equity have to be adjusted to reflect the

changes in the purchasing power of the currency due to

inflation from their date of acquisition or incorporation into

the consolidated balance sheet.

– The different items of the income statement are adjusted by

the inflationary index since their generation, with a balancing

entry in 'Other comprehensive income'.

– The loss on the net monetary position is recorded in the

income for the year against 'Accumulated Other

comprehensive income'.

– All components of the financial statements of the subsidiary

are translated at the closing exchange rate.

The deterioration of the economic situation in Argentina over the

last years caused, among other impacts, a significant increase in

inflation, which by the end of 2018 had reached 48% per year

(147% accumulated in three years). This led the Group to conclude

that it was necessary to apply IAS 29 Financial Information in

Hyperinflationary Economies to its activities in the country in

question in its consolidated financial statements from that year on.

In 2024, Grupo Santander decided to apply an alternative exchange

rate for the conversion of its Argentine business in the preparation

of its consolidated annual accounts. This decision stemmed from

the divergence observed between the official exchange rate and

certain macroeconomic variables, primarily inflation, coupled with

the fact that for certain transactions, such as the repatriation of

dividends, the exchange rate implied in orderly transactions

between market participants did not correspond to the official

exchange rate. As of 31 December 2024, the alternative exchange

rate used was based on the CCL dollar ('contado con liquidación'),

which is the exchange rate resulting from the sale in US dollars of

local bonds denominated in Argentine pesos (bonds with dual peso

dollar/denomination). At that date, this rate did not differ

significantly from other market rates.

From the second quarter of 2025, and considering the

liberalization of the foreign exchange market and the elimination

of restrictions on the purchase of foreign currency by individuals,

and the value of this CCL dollar exchange rate did not differ

significantly from other market rates and the official exchange

rate, Grupo Santander started using the official exchange rate as a

reference once again.

Inflation during 2025, according to the national consumer price

index published by the National Statistics and Census Institute, was

31.5% for the year (117.8% at 31 December 2024). The official

exchange rate as 31 December 2025 was 1,706.38 Argentine

pesos per euro (1,071.16 Argentine pesos per euro at 31 December

2024). The exchange rate applied by the Group as at 31 December

2024 was 1,232.39 Argentine pesos per euro.

Annual report 2025643

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At 31 December 2025, no other country in which the consolidated

and associated entities of Grupo Santander are located is

considered to have a hyperinflationary economy in accordance with

the criteria established in this regard by the International Financial

Reporting Standards adopted by the European Union.

v. Exposure to foreign currency risk

Grupo Santander hedges a portion of its long-term foreign

currency positions using foreign exchange derivative financial

instruments (see note 36). Also, the Group manages foreign

exchange risk dynamically by hedging its short-term position (with

a potential impact on profit or loss) in order to limit the impact of

currency depreciations while optimising the cost of financing the

hedges.

The following tables show the sensitivity of the consolidated

income statement and consolidated equity to percentage changes

of ± 1% in the foreign exchange rate positions arising from

investments in Grupo Santander companies with currencies other

than the euro (with its hedges) and in their results (with its

hedges), in which the Group maintains significant balances.

The estimated effect on the consolidated equity attributable to

Grupo Santander and on consolidated profit and loss account of a

1% appreciation of the euro against the corresponding currency is

as follows:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | | |
|  | Effect on  consolidated equity | | |  | Effect on  consolidated profit | | |
| Currency | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |
| US dollar | (135.0) | (168.4) | (136.9) |  | (2.5) | (3.9) | (3.4) |
| Chilean peso | (8.8) | (15.3) | (35.3) |  | (4.3) | (2.1) | (2.3) |
| Pound  sterling | (88.1) | (96.5) | (79.1) |  | (7.6) | (4.4) | (3.1) |
| Mexican peso | (32.5) | (33.9) | (36.4) |  | (0.5) | (0.5) | (0.1) |
| Brazilian real | (141.2) | (144.1) | (175.7) |  | (0.8) | (4.3) | (6.5) |
| Polish zloty | (12.8) | (25.1) | (48.8) |  | — | (0.4) | — |
| Argentine  peso | (21.3) | (18.3) | (7.5) |  | (3.7) | (6.6) | (4.2) |

Similarly, the estimated effect on the Group’s consolidated equity

and on consolidated profit and loss account of a 1% depreciation of

the euro against the corresponding currency is as follows:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | | |
|  | Effect on  consolidated equity | | |  | Effect on  consolidated profit | | |
| Currency | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |
| US dollar | 137.8 | 171.8 | 139.7 |  | 2.5 | 4.0 | 3.4 |
| Chilean peso | 9.0 | 15.6 | 36.0 |  | 4.4 | 2.2 | 2.3 |
| Pound  sterling | 89.9 | 98.4 | 80.7 |  | 7.7 | 4.5 | 3.1 |
| Mexican peso | 33.1 | 34.6 | 37.1 |  | 0.5 | 0.5 | 0.1 |
| Brazilian real | 144.0 | 147.0 | 179.3 |  | 0.9 | 4.3 | 6.6 |
| Polish zloty | 13.0 | 25.6 | 49.8 |  | — | 0.4 | — |
| Argentine  peso | 21.7 | 18.7 | 7.7 |  | 3.8 | 6.7 | 4.2 |

The above data were obtained as follows:

a)Effect on consolidated equity: in accordance with the accounting

policy detailed in note 2.a.iii, foreign exchange rate impact

arising on the translation to euros of the financial statements in

the functional currencies of the Group entities whose functional

currency is not the euro are recognised in consolidated equity.

The potential effect that a change in the exchange rates of the

related currency would have on the Group’s consolidated equity

was therefore determined by applying the aforementioned

change to the net value of each unit’s assets and liabilities -

including, where appropriate, the related goodwill- and by

taking into consideration the offsetting effect of the hedges of

net investments in foreign operations.

b)Effect on consolidated profit: the effect was determined by

applying the up and down movements in the average exchange

rates of the year, as indicated in note 2.a.ii (except in the case of

Argentina, which is a hyperinflationary economy and has applied

the closing exchange rate), to translate to euros the income and

expenses of the consolidated entities whose functional currency

is not the euro, taking into consideration, where appropriate, the

offsetting effect of the various hedging transactions in place.

The estimates used to obtain the foregoing data were performed

considering the effects of the changes in the exchange rate in

standalone basis not considering the effect of the performance of

other variables whose changes would affect equity and profit or

loss, such as variations in the interest rates of the reference

currencies or other market factors. Accordingly, all variables other

than the exchange rate variations were kept constant with respect

to their positions at 31 December 2025, 2024 and 2023.

Annual report 2025644

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b)

#### Basis of consolidation

i. Subsidiaries

Subsidiaries are defined as entities over which the Bank has the

capacity to exercise control. The Bank controls an entity when it is

exposed, or has rights, to variable returns from its involvement

with the investee and has the ability to affect those returns

through its power over the investee.

The financial statements of the subsidiaries are fully consolidated

with those of the Bank. Accordingly, all balances and effects of the

transactions between consolidated companies are eliminated on

consolidation.

On acquisition of control of a subsidiary, its assets, liabilities and

contingent liabilities are recognised at their acquisition-date fair

values. Any positive differences between the acquisition cost and

the fair values of the identifiable net assets acquired are

recognised as goodwill (see note 17). Negative differences are

recognised in profit or loss on the date of acquisition.

Additionally, the share of third parties of Grupo Santander equity is

presented under 'Non-controlling interests' in the consolidated

balance sheet (see note 28). Their share of the profit for the year is

presented under 'Profit attributable to non-controlling interests' in

the consolidated income statement.

The results of subsidiaries acquired during the year are included in

the consolidated income statement from the date of acquisition

to year-end. Similarly, the results of subsidiaries for which control

is lost during the year are included in the consolidated income

statement from the beginning of the year to the date of disposal.

At 31 December 2025, apart from the structured consolidated

entities, Grupo Santander does not control any company in which it

maintains a percentage of direct participation in its share capital of

less than 50% and in where other elements exist which, considered

together, would grant give it decision-making power over its

relevant activities.

The appendices contain significant information on the subsidiaries.

ii. Interests in joint ventures

Joint ventures are deemed to be entities that are not subsidiaries

but which are jointly controlled by two or more unrelated entities.

This is evidenced by contractual arrangements whereby two or

more parties have interests in entities so that decisions about the

relevant activities require the unanimous consent of all the parties

sharing control.

In the consolidated financial statements, investments in joint

ventures are accounted for using the equity method, i.e. at the

Group’s share of net assets of the investee, after taking into

account the dividends received therefrom and other equity

eliminations. The profits and losses resulting from transactions

with a joint venture are eliminated to the extent of the Group’s

interest therein.

The appendices contain relevant information on the joint ventures.

iii. Associates

Associates are entities over which Banco Santander is in a position

to exercise significant influence, but not control or joint control. It

is presumed that Banco Santander exercises significant influence if

it holds 20% or more of the voting power of the investee.

In the consolidated financial statements, investments in associates

are accounted for using the equity method, with the same criteria

applicable to shares in joint ventures.

There are certain investments in entities which, although Grupo

Santander owns 20% or more of their voting power, are not

considered to be associates because the Group is not in a position

to exercise significant influence over them. As of 31 December

2024 and 2023, the investment in Project Quasar Investments

2017, S.L. was in this situation, despite maintaining a 49%  stake in

the share capital. The rest of the investments are not significant for

the Group.

There are also certain investments in associates where the Group

owns less than 20% of the voting rights, as it is determined that it

has the capacity to exercise significant influence over them. The

impact of these companies is immaterial in the Group's

consolidated financial statements.

The appendices contain significant information on the associates.

iv. Structured entities

In some cases, Grupo Santander incorporates entities, or holds

ownership interests therein, to enable its customers to access

certain investments, or for the transfer of risks or other purposes.

Those entities are called 'structured entities' and they are

characterized by the fact that since the voting, or similar power is

not a key factor in deciding who controls the entity. The control is

determined by using internal criteria and procedures and taking

into consideration the applicable legislation, as described above.

Specifically, for those entities to which this policy applies (mainly

investment funds and pension funds), the Group analyses the

following factors:

• Percentage of ownership held by Grupo Santander; 20%  is

established as the general threshold.

• Identification of the fund manager, and verification as to whether

it is a company controlled by the Group since this could affect

Grupo Santander ability to direct the relevant activities.

• Existence of agreements between investors that might require

decisions to be taken jointly by the investors, rather than by the

fund manager.

• Existence of currently exercisable removal rights (possibility of

removing the manager from his position), since the existence of

such rights might limit the manager’s power over the fund, and it

may be concluded that the manager is acting as an agent of the

investors.

• Analysis of the fund manager’s remuneration regime, taking into

consideration that a remuneration regime that is proportionate

to the service rendered does not, generally, create exposure of

such importance as to indicate that the manager is acting as the

principal. Conversely, if the remuneration regime is not

proportionate to the service rendered, this might give rise to an

exposure that would lead the Group to a different conclusion.

Annual report 2025645

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These structured entities also include the securitisation special

purpose vehicles, which are consolidated in the case of the Special

Purpose Vehicles (SPVs) over which, being exposed to variable

yield, it is considered that the Group continues to exercise control.

The exposure associated with unconsolidated structured entities,

additional to investments in the equity of investment funds (note

8), are not material with respect to the Group’s consolidated

financial statements.

v. Business combinations

A business combination is the bringing together of two or more

separate entities or economic units into one single entity or group

of entities.

Business combinations whereby Grupo Santander obtains control

over an entity or a business are recognised for accounting purposes

as follows:

• Grupo Santander measures the cost of the business combination,

which is normally the consideration transferred, defined as the

acquisition-date fair values of the assets transferred, the

liabilities incurred to the former owners of the acquiree and the

equity instruments issued, if any, by the acquirer. In cases where

the amount of the consideration to be transferred has not been

definitively established at the acquisition date, but rather

depends on future events, any contingent consideration is

recognised as part of the consideration transferred and

measured at its acquisition-date fair value. Moreover,

acquisition-related costs do not for these purposes form part of

the cost of the business combination.

• The fair values of the assets, liabilities and contingent liabilities

of the acquired entity or business, including any intangible assets

identified in the business combination which might not have

been recognised by the acquiree, are estimated and recognised in

the consolidated balance sheet; the Group also estimates the

amount of any non-controlling interests and the fair value of the

previously held equity interest in the acquiree.

• Any positive difference between the aforementioned items is

recognised as discussed in note 2.m. Any negative difference is

recognised under 'Negative Goodwill' recognised in the

consolidated income statement.

Goodwill is only calculated and recognised once, when control of a

business or an entity is obtained.

vi. Changes in the levels of ownership interests in

#### subsidiaries

Acquisitions and disposals not giving rise to a change in control are

recognised as equity transactions, and no gain or loss is recognised

in the income statement and the initially recognised goodwill is not

remeasured. The difference between the consideration transferred

or received and the decrease or increase in non-controlling

interests, respectively, is recognised in reserves.

Similarly, when control over a subsidiary is lost, the assets,

liabilities and non-controlling interests and any other items

recognised in 'Other Comprehensive income' of that company are

derecognised from the consolidated balance sheet, and the fair

value of the consideration received and of any remaining equity

interest is recognised. The difference between these amounts is

recognised in profit or loss.

c) C

#### lassification of financial instruments

A financial instrument is any contract that gives rise to a financial

asset of one entity and a financial liability or an equity instrument

of another entity.

The following transactions are not treated for accounting purposes

as financial instruments:

• Investments in   associates and joint venture when accounted for

using the equity method in accordance with IAS 28 (see note 13).

• Rights and obligations under employee benefit plans recognized

in accordance with IAS 19 (see note 25).

• Insurance contracts and the rights and obligations directly arising

from them, within the scope of IFRS 17 (see note 15).

• Contracts and obligations relating to employee remuneration

based on own equity instruments accounted for in accordance

with IFRS 2 (see note 34).

i. Classification of financial assets for measurement

#### purposes

Financial assets are classified into the various categories used for

management and measurement purposes, unless they have to be

presented as 'Non-current assets held for sale' or they relate to

'Cash, cash balances at central banks and other deposits on

demand', 'Changes in the fair value of hedged items in portfolio

hedges of interest rate risk (asset side)', 'Hedging derivatives and

Investments', which are reported separately.

Classification of financial instruments: the classification criteria for

financial assets depends on the business model for their

management and the characteristics of their contractual flows.

Grupo Santander business models refer to the way in which it

manages its financial assets to generate cash flows. In defining

these models, the Group takes into account the following factors:

• How key entity staff are assessed and reported on the

performance of the business model and the financial assets held

in the business model.

• The risks that affect the performance of the business model (and

the financial assets held in the business model) and, specifically,

the way in which these risks are managed.

• The way in which business managers are remunerated.

• The frequency, the calendar and volume of sales in previous

years, as well as expectations of future sales and the reasons of

the sales.

Annual report 2025646

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The analysis of the characteristics of the contractual cash flows of

financial assets requires an assessment of the congruence of these

flows with a basic loan agreement.  The Group determines if the

contractual cash flows of its financial assets that are only principal

and interest payments on the outstanding principal amount at the

beginning of the transaction. This analysis takes into consideration

four factors (performance, contractual clauses, contractually linked

products and currencies). Furthermore, among the most significant

judgements used by the Group in carrying out this analysis, the

following ones are included:

• The return on the financial asset, in particular in cases of periodic

interest rate adjustments where the term of the reference rate

does not coincide with the frequency of the adjustment. In these

cases, an assessment is made to determine whether or not the

contractual cash flows differ significantly from the flows without

this change in the time value of money, establishing a tolerance

level of 5%.

• When contractual clauses that may modify the cash flows of the

financial asset exist, the structure of the cash flows before and

after the activation of such clauses is analysed, regardless of the

probability of occurrence of the contingent event. The evaluation

of contractual flows of financial assets with characteristics

associated with ESG (Environmental, Social and Governance) is

included in this analysis.

• Financial assets whose cash flows have different priority for

payment due to a contractual link to underlying assets (e.g.

securitization instruments or similar structures) require a look-

through analysis by the Group so as to review that both the

financial asset and the underlying assets are only principal and

interest payments and that the exposure to credit risk of

analyzed segment does not exceed the average exposure of the

underlying assets of the instrument.

Depending on these factors, the financial assets classify for

measurement as: (i) at amortised cost, (ii) at fair value with

changes in other comprehensive income or (iii) at fair value with

changes through profit and loss. IFRS 9 also establishes an option

to irrevocably designate an instrument at fair value with changes in

profit or loss, when doing so eliminates or significantly reduces a

measurement or recognition inconsistency (sometimes referred to

as 'accounting asymmetry') that would otherwise arise from

measuring assets or liabilities or recognising gains and losses on

different bases.

Grupo Santander uses the following criteria for the classification of

the financial debt instruments:

• Amortised cost: financial instruments managed under a business

model whose objective is to hold the financial assets to collect

contractual principal and interest flows. This category includes

instruments for which there are no frequent or significant

unjustified sales and fair value is not a key element in the

management of these assets and contractual conditions they

give rise to cash flows on specific dates, which are only payments

of principal and interest on the outstanding principal amount. In

this sense, justified sales are considered to be those related to an

(i) increase in the credit risk of the asset, (ii) unanticipated

funding needs (stress case scenarios) and (iii) those close to

maturity . Additionally, the characteristics of its contractual flows

represent substantially a 'basic financing agreement'.

• Fair value with changes in other comprehensive income: financial

instruments held in a business model whose objective is to

collect principal and interest cash flows and the sale of these

assets, where fair value is a relevant factor in their management.

Additionally, the contractual cash flow characteristics

substantially represent a 'basic financing agreement'.

• Fair value with changes in profit or loss: financial instruments

included in a business model different from the above, where fair

value is a key element in the management of these assets, and

the contractual flows of the financial instruments do not

substantially represent a 'basic financing agreement'. In this

section it can be enclosed the portfolios classified under

'Financial assets held for trading', 'Non-trading financial assets

mandatorily at fair value through profit or loss' and 'Financial

assets at fair value through profit or loss'. In this regard, most of

the financial assets presented in the category of 'Financial assets

designated at value reasonable with change in results' are

instruments financial services that, not being part of the portfolio

of negotiation, are contracted jointly with other financial

instruments that are recorded in the category of 'held for

trading', and that by both are recorded at fair value with changes

in results, so your record in any other category would produce

accounting asymmetries.

Equity instruments will be classified at fair value under  IFRS 9,

with changes in profit or loss, unless the Group decides, for non-

trading assets, to classify them at fair value with changes in other

comprehensive income (irrevocably) at initial recognition.

ii. Classification of financial assets for presentation

#### purposes

Financial assets are classified by nature into the following items in

the consolidated balance sheet:

• Cash, cash balances at Central Banks and other deposits on

demand: cash balances and balances receivable on demand

relating to deposits with central banks and other credit

institutions.

• Loans and advances: includes the debit balances of all credit and

loans granted by the Group, other than those represented by

securities or securitized, as well as the finance lease receivables

and other debit balances of a financial nature in favour of the

Group such as cheques drawn on credit institutions, balances

receivable from clearing houses and settlement agencies for

transactions on the stock exchange and organised markets,

bonds given in cash, capital calls, fees and commissions

receivable for financial guarantees and debit balances arising

from transactions not originating in banking transactions and

services, such as the collection of rentals and similar items. They

are classified, on the basis of the institutional sector to which the

debtor belongs, into:

– Central banks: credit of any nature, including deposits and

money market transactions received from the Bank of Spain

or other central banks.

– Credit institutions: credit of any nature, including deposits

and money market transactions, in the name of credit

institutions.

– Customers: includes the remaining credit, including money

market transactions through central counterparties.

Annual report 2025647

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• Debt securities: bonds and other securities that represent a debt

for their issuer, that that accrue interest or equivalent returns

implemented in securities or in book entries.

• Equity instruments: financial instruments issued by other

entities, such as shares, which have the nature of equity

instruments for the issuer, other than investments in

subsidiaries, joint ventures or associates. Investment fund units

are included in this item.

• Derivatives: includes the fair value in favour of the Group of

derivatives which do not form part of hedge accounting,

including embedded derivatives separated from hybrid financial

instruments.

• Repurchase agreements and reverse repurchase agreements:

Purchases of financial instruments under a non-optional resale

(repurchase) agreement at a fixed price (repos) are recognised in

the consolidated balance sheet as financing granted, based on

the nature of the debtor, under 'Loans and advances with central

banks', 'Loans and advances to credit institutions' or 'Loans and

advances to customers. Differences between the purchase and

sale prices are recognised as interest over the contract term.

• Changes in the fair value of hedged items in portfolio hedges of

interest rate risk: this item is the balancing entry for the amounts

credited to the consolidated income statement in respect of the

measurement of the portfolios of financial instruments which are

effectively hedged against interest rate risk through fair value

hedging derivatives.

• Hedging derivatives: Includes the fair value in favour of the

Group of derivatives, including embedded derivatives separated

from hybrid financial instruments, designated as hedging

instruments in hedge accounting.

iii. Classification of financial liabilities for measurement

#### purposes

Financial liabilities are initially classified into the various categories

used for management and measurement purposes, unless they

have to be presented as 'Liabilities associated with non-current

assets held for sale' or they relate to 'Hedging derivatives' or the

changes in the fair value of hedged items in portfolio hedges of

interest rate risk (liability side), which are reported separately.

In most cases, changes in the fair value of financial liabilities

designated at fair value through profit or loss, caused by the

entity's credit risk, are recognized in other comprehensive income,

unless this treatment results in an accounting asymmetry, in which

case the full effect is recognized in the profit or loss for the period.

Financial liabilities are included for measurement purposes in one

of the following categories:

• Financial liabilities held for trading (at fair value through profit or

loss): this category includes financial liabilities incurred for the

purpose of generating a profit in the near term from fluctuations

in their prices, financial derivatives not designated in accounting

hedging relationships, and financial liabilities arising from the

outright sale of financial assets temporarily acquired or received

on loan (short positions).

• Financial liabilities designated at fair value through profit or loss:

financial liabilities are included in this category when they

provide more relevant information, either because this

eliminates or significantly reduces recognition or measurement

inconsistencies (accounting mismatches) that would otherwise

arise from measuring assets or liabilities or recognising the gains

or losses on them on different bases, or because a group of

financial liabilities or financial assets and liabilities is managed

and its performance is evaluated on a fair value basis, in

accordance with a documented risk management or investment

strategy, and information about the group is provided on that

basis to the Group’s key management personnel.

Liabilities may only be included in this category on the date when

they are incurred or originated.

• Financial liabilities at amortised cost: financial liabilities,

irrespective of their instrumentation and maturity, not included

in any of the above-mentioned categories which arise from the

ordinary borrowing activities carried on by financial institutions.

iv. Classification of financial liabilities for presentation

#### purposes

Financial liabilities are classified by nature into the following items

in the consolidated balance sheet:

• Deposits: includes all repayable balances received in cash by

Grupo Santander, other than those instrumented as marketable

securities and those having the substance of subordinated

liabilities (amount of the loans received, which for credit priority

purposes are after common creditors), except for the debt

instruments issued. This item also includes cash bonds and cash

consignments received the amount of which may be invested

without restriction. Deposits are classified on the basis of the

creditor’s institutional sector into:

– Central banks: deposits of any nature, including credit received

and money market transactions received from the Bank of

Spain or other central banks.

– Credit institutions: deposits of any nature, including credit

received and money market transactions in the name of credit

institutions.

– Customer: includes the remaining deposits, including money

market transactions through central counterparties.

• Marketable debt securities: includes the amount of bonds,

debentures and other debt represented by marketable securities,

other than those having the substance of subordinated liabilities

(amount of the loans received, which for credit priority purposes

are after common creditors, and includes the amount of the

financial instruments issued by the Group which, having the legal

nature of capital, do not meet the requirements to qualify as

equity, such as certain preferred shares issued). This item

includes the component that has the consideration of financial

liability of the securities issued that are compound financial

instruments.

• Derivatives: includes the fair value, with a negative balance for

the Group, of derivatives, including embedded derivatives

separated from the host contract, which do not form part of

hedge accounting.

Annual report 2025648

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• Short positions: includes the amount of financial liabilities arising

from the outright sale of financial assets acquired under reverse

repurchase agreements or borrowed.

• Other financial liabilities: includes the amount of payment

obligations having the nature of financial liabilities not included

in other items (includes, among others, the balance of lease

liabilities recognized in accordance with IFRS 16 ), and liabilities

under financial guarantee contracts, unless they have been

classified as non-performing.

• Repurchase agreements and reverse repurchase agreements:

Sales of financial instruments under a non-optional resale

(repurchase) agreement at a fixed price (repos) are recognised in

the consolidated balance sheet as financing received, based on

the nature of the creditor, under 'Deposits from central banks',

'Deposits from credit institutions' or 'Customer deposits'.

Differences between the purchase and sale prices is recorded as

interest accrued over the life of the contract, using the effective

interest rate method.

• Changes in the fair value of hedged items in portfolio hedges of

interest rate risk: this item is the balancing entry for the amounts

charged to the consolidated income statement in respect of the

measurement of the portfolios of financial instruments which are

effectively hedged against interest rate risk through fair value

hedging derivatives.

• Hedging derivatives: includes the fair value of the Group’s

liability in respect of derivatives, including embedded derivatives

separated from hybrid financial instruments, designated as

hedging instruments in hedge accounting.

• The preference shares contingently convertible into ordinary

shares eligible as Additional Tier 1 capital (PPCC) -perpetual

shares, which may be repurchased by the issuer in certain

circumstances, the interest on which is discretionary, and would

convert into variable number of newly issued ordinary shares if

the capital ratio of the Bank or its consolidated group falls below

a given percentage (trigger event), as those two terms are

defined in the related issue prospectuses are recognised for

accounting purposes by the Group as compound instruments in

accordance with IAS 32. The liability component reflects the

issuer’s obligation to deliver a variable number of shares and the

equity component reflects the issuer’s discretion in relation to

the payment of the related coupons. In order to effect the initial

allocation, the Group estimates the fair value of the liability as

the amount that would have to be delivered if the trigger event

were to occur immediately and, accordingly, the equity

component, calculated as the residual amount, is zero. In view of

the aforementioned discretionary nature of the payment of the

coupons, they are deducted directly from equity.

• Capital perpetual preference shares (PPCA), with the possibility

of purchase by the issuer in certain circumstances, whose

remuneration is discretionary, and which will be amortised

permanently, totally or partially, in the event that the bank or its

consolidated group submits a capital ratio lesser than a certain

percentage (trigger event), as defined in the corresponding

prospectuses, are accounted for by the Group as equity

instruments.

• Derivatives embedded in other financial instruments or in other

host contracts are accounted for separately as derivatives if their

risks and characteristics are not closely related to those of the

host contracts, provided that the host contracts are not classified

as financial assets/liabilities designated at fair value through

profit or loss or as 'Financial assets/liabilities held for trading'.

d)  Measurement of financial assets and

liabilities and recognition of fair value changes

In general, financial assets and liabilities are initially recognised at

fair value which, in the absence of evidence to the contrary, is

deemed to be the transaction price.

In this regard, IFRS 9 states that regular way purchases or sales of

financial assets shall be recognised and derecognised on the trade

date or on the settlement date.  Grupo Santander has opted to

make such recognition on the trading date or settlement date,

depending on the convention of each of the markets in which the

transactions are carried out. For example, in relation to the

purchase or sale of debt securities or equity instruments traded in

the Spanish market, securities market regulations stipulate their

effective transfer at the time of settlement and, therefore, the

same time has been established for the accounting record to be

made.

The fair value of instruments not measured at fair value through

profit and loss is adjusted by transaction costs. Subsequently, and

on the occasion of each accounting close, they are valued in

accordance with the following criteria:

i.

#### Measurement of financial assets

Financial assets are measured at fair value are valued mainly at

their fair value without deducting any transaction cost for their

sale.

The fair value of a financial instrument on a given date is taken to

be the price that would be received to sell an asset or paid to

transfer a liability in an orderly transaction between market

participants. The most objective and common reference for the fair

value of a financial instrument is the price that would be paid for it

on an active, transparent and deep market (quoted price or market

price). At 31 December 2025 , there were no significant

investments in quoted financial instruments that had ceased to be

recognised at their quoted price because their market could not be

deemed to be active.

If there is no market price for a given financial instrument, its fair

value is estimated on the basis of the price established in recent

transactions involving similar instruments and, in the absence

thereof, of valuation techniques commonly used by the

international financial community, taking into account the specific

features of the instrument to be measured and, particularly, the

various types of risk associated with it.

Annual report 2025649

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All derivatives are recognised in the balance sheet at fair value

from the trade date. If the fair value is positive, they are recognised

as an asset and if the fair value is negative, they are recognised as a

liability. The fair value on the trade date is deemed, in the absence

of evidence to the contrary, to be the transaction price. The

changes in the fair value of derivatives from the trade date are

recorded in the consolidated income statement. Specifically,  the

fair value of financial derivatives traded in organised markets

included in the portfolios of financial assets or liabilities held for

trading is deemed to be their daily quoted price and if, for

exceptional reasons, the quoted price cannot be determined on a

given date, these financial derivatives are measured using methods

similar to those used to measure derivatives.

The fair value of derivatives is taken to be the sum of the future

cash flows arising from the instrument, discounted to present

value at the date of measurement (present value or theoretical

close) using valuation techniques commonly used by the financial

markets: net present value, option pricing models and other

methods.

The amount of debt securities and loans and advances under a

business model whose objective is to collect the principal and

interest flows are valued at their amortised cost, as long as they

comply with the 'SPPI' (Solely Payments of Principal and Interest)

test, using the effective interest rate method in their

determination. Amortised cost refers to the acquisition cost of a

corrected financial asset or liability (more or less, as the case may

be) for repayments of principal and the part systematically charged

to the consolidated income statement of the difference between

the initial cost and the corresponding reimbursement value at

expiration. In the case of financial assets, the amortised cost

includes, in addition, the corrections to their value due to the

impairment. In the loans and advances covered in fair value

hedging transactions, the changes that occur in their fair value

related to the risk or the risks covered in these hedging

transactions are recorded.

The effective interest rate is the discount rate that exactly matches

the carrying amount of a financial instrument to all its estimated

cash flows of all kinds over its remaining life.

For fixed rate financial instruments, the effective interest rate

coincides with the contractual interest rate established on the

acquisition date plus, where applicable, the fees and transaction

costs that, because of their nature, form part of their financial

return. In the case of floating rate financial instruments, the

effective interest rate coincides with the rate of return prevailing in

all connections until the next benchmark interest reset date.

Equity instruments and contracts related with these instruments

are measured at fair value. However, in certain circumstances the

Group  estimates cost value as a suitable estimate of the fair value.

This can happen if the recent event available information is not

enough to measure the fair value or if there is a broad range of

possible measures and the cost value represents the best

estimates of fair value within this range.

The amounts at which the financial assets are recognised

represent, in all material respects, the Group’s maximum exposure

to credit risk at each reporting date. Also, Grupo Santander has

received collateral and other credit enhancements to mitigate its

exposure to credit risk, which consist mainly of mortgage

guarantees, cash collateral, equity instruments and personal

security, assets leased out under finance lease and full-service

lease agreements, assets acquired under repurchase agreements,

securities loans and credit derivatives.

ii.

#### Measurement of financial liabilities

In general, financial liabilities are measured at amortised cost, as

defined above, except for those included under 'Financial liabilities

held for trading' and 'Financial liabilities designated at fair value

through profit or loss' and financial liabilities designated as hedged

items (or hedging instruments) in fair value hedges, which are

measured at fair value. The changes in credit risk arising from

financial liabilities designated at fair value through profit or loss

are recognised in accumulated other comprehensive income,

unless they generate or increase an accounting mismatch, in which

case changes in the fair value of the financial liability in all respects

are recognised in the income statement.

#### iii.

#### Valuation techniques

The financial instruments at fair value determined on the basis of

published price quotations in active markets (level 1) include

government debt securities, private-sector debt securities,

derivatives traded in organised markets, securitised assets, shares,

short positions and fixed-income securities issued.

In cases where price quotations cannot be observed, management

makes its best estimate of the price that the market would set,

using its own internal models, described in note 50. In most cases,

these internal models use data based on observable market

parameters as significant inputs (level 2) and, in cases, they use

significant inputs not observable in market data (level 3). In order

to make these estimates, various techniques are employed,

including the extrapolation of observable market data. The best

evidence of the fair value of a financial instrument on initial

recognition is the transaction price, unless the fair value of the

instrument can be obtained from other market transactions

performed with the same or similar instruments or can be

measured by using a valuation technique in which the variables

used include only observable market data, mainly interest rates.

iv. Recognition of fair value changes

As a general rule, changes in the carrying amount of financial

assets and liabilities are recognised in the consolidated income

statement. A distinction is made between the changes resulting

from the accrual of interest and similar items, (which are

recognised under Interest income or Interest expense, as

appropriate), and those arising for other reasons, which are

recognised at their net amount under 'Gains/losses on financial

assets and liabilities'.

Adjustments due to changes in fair value arising from:

Annual report 2025650

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• 'Financial assets at fair value with changes in other

comprehensive income' are recorded temporarily, in the case of

debt instruments in 'Other comprehensive income - Elements

that can be reclassified to profit or loss - Financial assets at fair

value with changes in other comprehensive income', while in the

case of equity instruments are recorded in 'other comprehensive

income - Elements that will not be reclassified to line item -

Changes in the fair value of equity instruments valued at fair

value with changes in other comprehensive income'.

Exchange differences on debt instruments measured at fair value

with changes in other comprehensive income are recognised

under 'Exchange Differences, net' of the consolidated income

statement. Exchange differences on equity instruments, in which

the irrevocable option of being measured at fair value with

changes in other comprehensive income has been chosen, are

recognised in 'Other comprehensive income - Items that will not

be reclassified to profit or loss - Changes in the fair value of

equity instruments measured at fair value with changes in other

comprehensive income'.

• Items charged or credited to 'Items that may be reclassified to

profit or loss – Financial assets at fair value through other

comprehensive income' and 'Other comprehensive income –

Items that may be reclassified to profit or loss – Exchange

differences in equity' remain in  the Group's consolidated equity

until the asset giving rise to them is impaired or derecognised, at

which time they are recognised in the consolidated income

statement.

• Unrealized capital gains on financial assets at fair value through

other comprehensive income classified as 'Non-current assets

held for sale' because they form part of a disposal group or a

discontinued operation that  are recorded in the equity balancing

entry 'Other accumulated comprehensive income - Items that

can be reclassified in income - Non-current assets as held for

sale.

v. Hedging transactions

The objective of hedge accounting is to represent in the financial

statements the effect of an entity's risk management activities

when it uses financial instruments to manage exposures arising

from specific risks that could affect profit or loss or other

comprehensive income (in the case of investments in equity

instruments for which the entity has opted to represent changes in

the fair value of other comprehensive income).

As described in Note 1.b, the Group has adopted IFRS 9 for hedge

accounting prospectively, while continuing to apply IAS 39 for fair

value hedges in portfolios where the hedged risk is interest rate

risk. This change has not resulted in any modifications to the

accounting treatment of hedges designated under IAS 39, which

remain unchanged in both their designation and accounting

treatment.

For a hedging relationship to meet the requirements set out in IFRS

9, it must meet the following conditions:

1.Instruments that can be designated as hedging instruments

include all derivative financial instruments or non-derivative

financial instruments measured at fair value through profit or

loss, or a combination thereof. In the case of foreign exchange

risk hedges, any type of non-derivative financial instrument can

also be designated, regardless of its measurement method.

2. Items that can be designated as covered items are all those that

are recognized assets or liabilities, firm commitments, highly

probable anticipated transactions, and net investments abroad.

3.At the start of coverage, a formal designation and

documentation of the hedging relationship must be made, which

will include the entity's risk management strategy and objective,

identification of the hedging instrument and the covered item,

the nature of the covered risk, the methodology for measuring

effectiveness, which includes an analysis of the sources of

ineffectiveness, and the coverage ratio.

The main sources of ineffectiveness based on the risk covered

are:

a. Interest rate risk: mismatches in time horizons, principal,

repricing and payment dates, time value of options,

modifications in the hedged item or the hedging instrument.

b. Exchange rate risk: in addition to the above, the difference

between the interest rates of the two currencies that

represents the net cost or benefit of switching cash flows

between two currencies with different interest rates.

4. The hedging relationship must be effective, for which there must

be an economic relationship between the hedged item and the

hedging instrument, credit risk must not have a dominant effect

on changes in the value of the economic relationship between

the hedging instrument and the hedged item, and the hedging

ratio must coincide with that used by the entity in its

management.

The Group assesses these effectiveness requirements, at the time

of designation and on each submission date, through:

• The economic relationship between the hedged item and the

hedging instrument is demonstrated through a qualitative test,

and in the event of non-compliance, through quantitative tests

that compare the market value of the hedged items—

corresponding to the hedged risk—and the hedging instruments.

Likewise, a quantitative analysis of variations in the market

values of the hedging instrument and the hedged item is

performed prospectively.

• The hedge ratio is determined based on the proportion between

the amount of the hedged item and the amount of the

instrument actually designated by the Group in each hedging

relationship.

•  The credit risk domain assessment is performed through an

analysis of the credit exposure of the hedged items and the

hedging instruments.

Annual report 2025651

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Accounting hedges are classified and recorded according to the

type of risk they cover, based on the following criteria:

• Fair value hedges: These are hedges against exposure to changes

in the fair value of the hedged item, attributable to a specific risk.

The differences arising from both the hedging instruments and

the hedged items (due to the hedged risk) are recognized directly

in the consolidated profit and loss account.

When the fair value hedge is discontinued, the adjustments

previously recorded in the hedged item are charged to profit or loss

using the effective interest rate method recalculated at the date

the hedge ceases to be covered, and must be fully amortized at

maturity.

In fair value hedges of interest rate risk of a portfolio of financial

instruments (macro hedges), regulated by IAS 39, the gains or

losses arising from the valuation of the hedging instruments are

recognized directly in the consolidated profit and loss account,

while the gains or losses due to changes in the fair value of the

hedged amount (attributable to the hedged risk) are recognized in

the consolidated profit and loss account using as a counterpart the

headings 'Changes in the fair value of hedged items' of a portfolio

with interest rate risk hedge (asset or liability), as appropriate.

• Cash flow hedges: These are hedges against exposure to changes

in cash flows attributable to a specific risk associated with the

hedged item.

The effective portion of the change in the value of the hedging

instrument is temporarily recorded in the equity account 'Other

accumulated comprehensive income - Items that may be

reclassified in profit or loss - Hedging derivatives. Cash flow

hedges (effective portion)' until the hedged item affects profit or

loss. From that point onward, it will be recorded in the

consolidated profit or loss account for the same period as the

hedged item, except in cases where it is required to be included

in the cost of the non-financial asset or liability, or the

anticipated transactions are ultimately recognized as non-

financial assets or liabilities.

When cash flow hedges are discontinued, the accumulated result

of the hedging instrument recognized in the equity heading

'Other accumulated global result' (while the hedge was

effective) will continue to be recognized in that heading until the

hedged transaction occurs, at which time it will be recorded in

profit or loss, unless it is expected that the transaction will not

take place, in which case it is recorded immediately in profit or

loss.

• Net investment hedges of a foreign operation: This is a hedge of

the amount corresponding to the reporting entity's share of the

net assets of said operation.

The effective portion of the hedging instrument is temporarily

recorded in the equity account 'Other accumulated

comprehensive income - Items that may be reclassified in profit

or loss - Net investment hedges' in foreign operations until the

gains or losses on the hedged item are recognized in profit or

loss.

To measure ineffectiveness, the Group compares the valuation of

the hedging instrument with the valuation of the hedged item

based on the hedged risk, using different methodologies such as

the proxy method or the hypothetical derivative method. The

ineffective portion of the cash flow and net investment hedge

relationships in foreign operations is recorded directly in the

consolidated profit and loss account, under the heading 'Net gains

or losses from hedge accounting'.

The Group discontinues accounting for hedging relationships when

the hedging instrument expires, is sold, or when the hedging

relationship becomes ineffective because it is no longer aligned

with the risk management objective. In that case, the derivative is

then treated as a trading derivative.

If a hedging relationship ceases to meet the effectiveness

requirements, but the risk management objective remains, the

Group will assess whether to rebalance or adjust the hedging ratio

to meet the effectiveness requirements again without

discontinuing the hedging relationship.

A hedging instrument is generally designated in its entirety, as the

factors contributing to its fair value are interdependent. However,

IFRS 9 allows certain parts of a hedging instrument to be excluded

from its fair value:

a. Separating the intrinsic value and the time value of an option

and designating only the intrinsic element as the hedging

instrument, which is mandatory if the intrinsic value is

designated;

b. Separating the forward and spot elements of a forward contract

and designating only the spot element as the hedging

instrument, which will be determined for each hedging

relationship. and

c. Separate the foreign currency basis spread of a currency

derivative and exclude it from the designation of the hedging

instrument, as determined for each hedging relationship.

Separating these components will improve the effectiveness of the

hedge and allows for alternative accounting treatment for the

excluded component. This treatment consists of recording the

changes in value under the heading 'Other accumulated

comprehensive income – Undesignated items' and recording this

component in the consolidated profit or loss statement, depending

on the nature of the hedged item, either over a period of time or at

the time the hedged transaction occurs.

Additionally, if the entity manages the credit risk of all or part of a

financial instrument through the use of credit derivatives, there is

the option of designating a fair value credit exposure through profit

or loss, provided that the derivative matches the name and priority

of the financial instrument being hedged. This designation may be

made at the initial recognition of the designated financial

instrument or subsequently, with the designation being

documented. From its designation, fair value variations (for all its

risks, not exclusively credit risk) will be recorded in the

consolidated profit and loss account.

Annual report 2025652

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e)

#### Derecognition of financial assets and liabilities

The accounting treatment of transfers of financial assets depends

on the extent to which the risks and rewards associated with the

transferred assets are transferred to third parties:

1.If the Group transfers substantially all the risks and rewards to

third parties unconditional -sale of financial assets, sale of

financial assets under an agreement to repurchase them at their

fair value at the date of repurchase, sale of financial assets with

a purchased call option or written put option that is deeply out of

the money, securitisation of assets in which the transferor does

not retain a subordinated debt or grant any credit enhancement

to the new holders, and other similar cases-, the transferred

financial asset is derecognised and any rights or obligations

retained or created in the transfer are recognised

simultaneously.

2.If the Group retains substantially all the risks and rewards

associated with the transferred financial asset -sale of financial

assets under an agreement to repurchase them at a fixed price or

at the sale price plus interest, a securities lending agreement in

which the borrower undertakes to return the same or similar

assets, and other similar cases-, the transferred financial asset is

not derecognised and continues to be measured by the same

criteria as those used before the transfer. In this case, the

following items are recognised:

a. An associated financial liability, which is recognised for an

amount equal to the consideration received and is subsequently

measured at amortised cost, unless it meets the requirements

for classification under 'Financial liabilities designated at fair

value through profit or loss'.

b. The income from the transferred financial asset not

derecognised and any expense incurred on the new financial

liability, without offsetting.

3.If the Group neither transfers nor retains substantially all the

risks and rewards associated with the transferred financial asset

-sale of financial assets with a purchased call option or written

put option that is not deeply in or out of the money,

securitisation of assets in which the transferor retains a

subordinated debt or other type of credit enhancement for a

portion of the transferred asset, and other similar cases- the

following distinction is made:

a. If the transferor does not retain control of the transferred

financial asset, the asset is derecognised and any rights or

obligations retained or created in the transfer are recognised.

b. If the transferor retains control of the transferred financial

asset, it continues to recognise it for an amount equal to its

exposure to changes in value and recognises a financial liability

associated with the transferred financial asset. The net carrying

amount of the transferred asset and the associated liability is

the amortised cost of the rights and obligations retained, if the

transferred asset is measured at amortised cost, or the fair

value of the rights and obligations retained, if the transferred

asset is measured at fair value.

Accordingly, financial assets are only derecognised when the rights

to the cash flows they generate have expired or when substantially

all the inherent risks and rewards have been transferred to third

parties. Similarly, financial liabilities are only derecognised when

the obligations they generate have been extinguished or when

they are acquired with the intention either to cancel them or to

resell them.

Regarding contractual modifications of financial assets, Grupo

Santander distinguishes two main categories depending on

whether the new conditions result in the disposal of the asset (and

recognition of a new one) or imply the continuation of the original

instrument with the new modified terms:

• Contractual modifications for commercial or market reasons,

which are generally carried out at the request of the debtor to

apply current market conditions to the debt. The new contract is

considered a new transaction and, consequently, it is necessary

to derecognize the original financial asset and recognize a new

financial asset subject to the classification and measurement

requirements established by IFRS 9. The new financial asset will

be recorded at fair value and, if applicable, the difference

between the carrying amount of the asset derecognized and the

fair value of the new asset will be recognized in profit or loss.

• Modifications due to refinancing or restructuring, in which the

payment conditions are modified to allow a customer that is

experiencing financial difficulties (current or foreseeable) to

meet its payment obligations and that, if such modification had

not been made, it would be reasonably certain that it would not

be able to meet such payment obligations. In this case, the

modification does not result in the derecognition of the financial

asset, but rather the original financial asset is maintained and

does not require a new assessment of its classification and

measurement. When assessing credit impairment, the current

credit risk (considering the modified cash flows) should be

compared with the credit risk at initial recognition. The gross

carrying amount of the financial asset (the present value of the

renegotiated or modified contractual cash flows that are

discounted at the original effective interest rate of the financial

asset) should be recalculated, with a gain or loss recognized in

profit or loss for the difference.

f)

#### Offsetting of financial instruments

Financial asset and liability balances are offset, i.e. reported in the

consolidated balance sheet at their net amount, only if the Group

entities currently have a legally enforceable right to set off the

recognised amounts and intend either to settle on a net basis, or to

realise the asset and settle the liability simultaneously.

g)

#### Impairment of financial assets

i. Definition

Grupo Santander associates an impairment in the value to financial

assets measured at amortised cost, debt instruments measured at

fair value with changes in other comprehensive income, lease

receivables, assets from contracts and loan commitments and the

financial guarantees issued that are not measured at fair value

through profit or loss.

Annual report 2025653

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The impairment for expected credit losses is recorded with a

charge to the consolidated income statement for the period in

which the impairment arises. In the event of occurrence, the

recoveries of previously recognised impairment losses are

recorded in the consolidated income statement for the period in

which the impairment no longer exists or is reduced.

In the case of purchased or originated credit-impaired assets, the

Group only recognizes at the reporting date the changes in the

expected credit losses during the life of the asset since the initial

recognition as a credit loss. In the case of assets measured at fair

value with changes in other comprehensive income, the changes in

the fair value due to expected credit losses are charged in the

consolidated income statement of the year where the change

happened, reflecting the rest of the valuation in other

comprehensive income.

As a rule, the expected credit loss is estimated as the difference

between the contractual cash flows to be recovered and the

expected cash flows discounted using the original effective interest

rate. In the case of purchased or originated credit-impaired assets,

this difference is discounted using the effective interest rate

adjusted by credit rating.

Depending on the classification of financial instruments, which is

mentioned in the following sections, the expected credit losses

may be along 12 months or during the life of the financial

instrument:

• 12-month expected credit losses: arising from the potential

default events, as defined in the following sections that are

estimated to be likely to occur within the 12 months following

the reporting date. These losses will be associated with financial

assets classified as 'normal risk' as defined in the following

sections.

• Expected credit losses over the life of the financial instrument:

arising from the potential default events that are estimated to be

likely to occur throughout the life of the financial instruments.

These losses are associated with financial assets classified as

'normal risk under watchlist' or 'doubtful risk'.

With the purpose of estimating the expected life of the financial

instrument all the contractual terms have been taken into account

(e.g. prepayments, duration, purchase options, etc.), being the

contractual period (including extension options) the maximum

period considered to measure the expected credit losses. In the

case of financial instruments with an uncertain maturity period and

a component of undrawn commitment (e.g.: credit cards), the

expected life is estimated through quantitative analyses to

determine the period during which the entity is exposed to credit

risk, also considering the effectiveness of management procedures

that mitigate such exposure (e.g. the ability to unilaterally cancel

such financial instruments, etc.).

The following constitute effective guarantees:

a)Mortgage guarantees on housing as long as they are first duly

constituted and registered in favour of the entity. The properties

include:

i. Buildings and building elements, distinguishing among:

– Houses.

– Offices, stores and multi-purpose premises.

– Rest of buildings such as non-multi-purpose premises and

hotels.

ii. Urban and developable ordered land.

iii.  Rest of properties that classify as: buildings and building

elements under construction, such as property development in

progress and halted development, and the rest of land types,

such as rustic lands.

b)Collateral guarantees on financial instruments in the form of

cash deposits, debt securities or equity instruments issued by

creditworthy issuers.

c)Other types of real guarantees, including properties received in

guarantee and second and subsequent mortgages on properties,

as long as the entity demonstrates its effectiveness. When

assessing the effectiveness of the second and subsequent

mortgages on properties the entity will implement particularly

restrictive criteria. It will take into account, among others,

whether the previous charges are in favour of the entity itself or

not and the relationship between the risk guaranteed by them

and the property value.

d)Personal guarantees, as well as the incorporation of new

owners, covering the entire amount of the financial instruments

and implying direct and joint liability to the entity of persons or

other entities whose solvency is sufficiently proven to ensure the

repayment of the loan on the agreed terms.

The different aspects that the Group considers for the evaluation of

effective guarantees are set out below in relation to the individual

analysis.

ii. Financial instruments presentation

For the purposes of estimating the impairment amount, and in

accordance with its internal policies, the Group classifies its

financial instruments (financial assets, commitments and

guarantees) measured at amortised cost or fair value through

other comprehensive income in one of the following categories:

• Normal Risk ('stage 1'): includes all instruments that do not meet

the requirements to be classified in the rest of the categories.

• Normal risk under watchlist ('stage 2'): includes all instruments

that, without meeting the criteria for classification as doubtful or

default risk, have experienced significant increases in credit risk

since initial recognition.

In order to determine whether a financial instrument has increased

its credit risk since initial recognition and is to be classified in stage

2, the Group considers the following criteria:

Annual report 2025654

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| Quantitative  criteria | Changes in the risk of a default occurring through the  expected life of the financial instrument are analysed  and quantified with respect to its credit level in its initial  recognition.  With the purpose of determining if such changes are  considered as significant, with the consequent  classification into stage 2, each Group unit has defined  the quantitative thresholds to consider in each of its  portfolios taking into account corporate guidelines  ensuring a consistent interpretation in all units.  Within the quantitative thresholds, two types are  considered: A relative threshold is those that compare  current credit quality with credit quality at the time of  origination in percentage terms of change. In addition,  an absolute threshold compares both references in total  terms, calculating the difference between the two.  These absolute/relative concepts are used  homogeneously (with different values) in all  geographies. The use of one type of threshold or  another (or both) is determined in accordance with the  process described in note 54, below, and is marked by  the type of portfolio and characteristics such as the  starting point of the average credit quality of the  portfolio. |
| Qualitative  criteria | In addition to the quantitative criteria indicated, various  indicators are used that are aligned with those used by  the Group in the normal management of credit risk.  Irregular positions of more than 30 days and renewals  are common criteria in all Group units. In addition, each  unit can define other qualitative indicators, for each of  its portfolios, according to the particularities and normal  management practices in line with the policies currently  in force (i.e. use of management alerts, etc.).  The use of these qualitative criteria is complemented  with the use of an expert judgement, under the  corresponding governance. |

In the case of forbearances, instruments classified as 'normal risk

under watchlist' may be generally reclassified to 'normal risk' in

the following circumstances: at least two years have elapsed from

the date of reclassification to that category or from its forbearance

date, the client has paid the accrued principal and interest balance,

and the client has no other instruments with more than 30 days

past due balances.

• Doubtful Risk ('stage 3'): includes financial instruments, overdue

or not, in which, without meeting the circumstances to classify

them in the category of default risk, there are reasonable doubts

about their total repayment (principal and interests) by the client

in the terms contractually agreed. Likewise, off-balance-sheet

exposures whose payment is probable and their recovery

doubtful are considered in stage 3. Within this category, two

situations are differentiated:

– Doubtful risk for non-performing loans: financial

instruments, irrespective of the client and guarantee, with

balances more than 90 consecutive days on material arrears

for principal, interest or expenses contractually agreed.

This category also includes all loan balances for a client

when the operations with more than 90 consecutive days on

material arrears are greater than 20% of the amounts

pending collection.

These instruments may be reclassified to other categories if,

as a result of the collection of part of the past due balances,

the reasons for their classification in this category do not

remain and the client does not have balances more than 90

consecutive days on material arrears in other loans.

– Doubtful risk for reasons other than non-performing loans:

this category includes doubtful recovery financial

instruments that are not more than 90 consecutive days on

material arrears.

Grupo Santander considers that a financial instrument to be

doubtful for reasons other than delinquency when one or more

combined events have occurred with a negative impact on the

estimated future cash flows of the financial instrument. To this

end, the following indicators, among others, are considered:

a) Negative net equity or decrease because of losses of the client's

net equity by at least 50% during the last financial year.

b) Continued losses or significant decrease in revenue or, in

general, in the client's recurring cash flows.

c) Generalised delay in payments or insufficient cash flows to

service debts.

d) Significantly inadequate economic or financial structure or

inability to obtain additional financing by the client.

e) Existence of an internal or external credit rating showing that

the client is in default.

f) Existence of overdue customer commitments with a significant

amount to public institutions or employees.

These financial instruments may be reclassified to other categories

if, as a result of an individualised study, reasonable doubts do not

remain about the total repayment under the contractually agreed

terms and the client does not have balances of 90 days on material

arrears.

In the case of forbearances, instruments classified as doubtful risk

may be reclassified to the category of 'normal risk under watchlist'

when the following circumstances are present: a minimum period

of one year has elapsed from the forbearance date, the client has

paid the accrued principal and interest amounts, and the client has

no other loan balances of 90 days on material arrears.

• Default Risk: includes all financial assets, or part of them, for

which, after an individualised analysis, their recovery is

considered remote due to a notorious and irrecoverable

deterioration of their solvency.

In any event, except in the case of financial instruments with

effective collateral covering a substantial portion of the

transaction amount, the Group generally consider as remote the

following:

- Those operations that, after an individualized analysis, are

categorized as unsustainable debt, assuming an

irrecoverability of such debt.

- Transactions classified as doubtful due to non-performing

loans with recovery costs that exceed the amounts receivable.

- The operations on which the award is executed. The queue of

these operations shall be included under default risk, as the

recovery of the flows, provided that no further guarantees

associated with the operation remain after the award of the

property.

Annual report 2025655

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- Those operations on which a deduction is made, the portion of

the operation corresponding to that deduction, will be given

as a balance at the time of signature.

A financial asset amount is maintained in the balance sheet until

they are considered as a 'default risk', either all or a part of it, and

the write-off is registered against the balance sheet.

In the case of operations that have only been partially

derecognised, for forgiveness reasons or because part of the total

balance is considered unrecoverable, the remaining amount shall

be fully classified in the category of 'doubtful risk', except where

duly justified.

The classification of a financial asset, or part of it, as a 'default risk'

does not involve the disruption of negotiations and legal

proceedings to recover the amount.

iii. Impairment valuation assessment

Grupo Santander has policies, methods and procedures in place to

hedge its credit risk, both due to the insolvency attributable to

counterparties and its residence in a specific country.

These policies, methods and procedures are applied in the

concession, study and documentation of financial assets,

commitments and guarantees, as well as in the identification of

their impairment and in the calculation of the amounts needed to

cover their credit risk.

The impairment represents the best estimation of the financial

assets expected credit losses at the balance sheet date, assessed

both individually and collectively.

• Individually: for the purposes of estimating the provisions for

credit risk arising from the insolvency of a financial instrument,

the Group individually assesses impairment by estimating the

expected credit losses on those financial instruments that are

considered to be significant and with sufficient information to

make such an estimate.

Therefore, this classification mostly includes wholesale banking

customers —Corporations, specialised financing— as well as

some of the largest companies —Chartered and real estate

developers— from retail banking. The determination of the

perimeter in which the individualised estimate is applied is

detailed in a later section.

The individually assessed impairment estimate is equal to the

difference between the gross carrying amount of the financial

instrument and the estimated value of the expected cash flows

receivable discounted using the original effective interest rate of

the transaction. The estimate of these cash flows takes into

account all available information on the financial asset and the

effective guarantees associated with that asset. This estimation

process is detailed below.

• Collectively: the Group also assesses impairment by estimating

the expected credit losses collectively in cases where they are

not assessed on an individual basis. This includes, for example,

loans with individuals, sole proprietors or businesses in retail

banking  subject to a standardised risk management.

For the purposes of the collective assessment of expected credit

losses, the Group has consistent and reliable internal models. For

the development of these models, instruments with similar

credit risk characteristics that are indicative of the debtors'

capacity to pay are considered.

The credit risk characteristics used to group the instruments are,

among others: type of instrument, debtor's sector of activity,

geographical area of activity, type of guarantee, aging of past

due balances and any other factor relevant to estimating the

future cash flows.

Grupo Santander performs retrospective and monitoring tests to

evaluate the reasonableness of the collective estimate.

On the other hand, the methodology required to estimate the

expected credit loss due to credit events is based on an unbiased

and weighted consideration by the probability of occurrence of a

series of scenarios, considering a range of three to five possible

future scenarios, depending on the characteristics of each unit,

which could have an impact on the collection of contractual cash

flows, always taking into account the time value of money, as well

as all available, reasonable and sustainable information on past

events, current conditions and forecasts of the evolution of

macroeconomic scenarios that are shown to be relevant for the

estimation of this amount (for example: GDP (Gross Domestic

Product), housing price, unemployment rate, etc.).

The estimation of expected losses requires expert judgment and

the support of historical, current and future information. The

probability of loss is measured considering past events, the present

situation and future trends of macroeconomic scenarios.

Grupo Santander uses forward-looking information in both internal

risk management and prudential regulation processes, so that for

the calculation of the impairment loss allowance, various scenarios

are incorporated that take advantage of the experience with such

information, thus ensuring consistency in obtaining the expected

loss.

The complexity of the estimation in this exercise has been derived

from the current macroeconomic scenario as a consequence of the

complex geopolitical situation, as well changes in inflations levels

and interest rates, which has generated uncertainty in economic

evolution.

Grupo Santander has internally ensured the criteria to be followed

for guarantees received from government bodies, both through

credit lines and other public guarantees, so that when they are

adequately reflected in each of the contracts, they are recognised

as mitigating factors of the potential expected losses, and

therefore of the provisions to be recognised, based on the

provisions of the applicable standard (IFRS 9 Par. B5.5.55).

Furthermore, where applicable, these guarantees are appropriately

reflected in the mitigation of the significant increase in risk,

considering their nature as personal guarantees.

For the estimation of the parameters used in the estimation of

impairment provisions -EAD (exposure at default), PD (probability

of default), LGD (loss given default)-, the Group based its

experience in developing internal models for the estimation of

parameters both in the regulatory area and for management

purposes, adapting the development of the impairment provision

models under IFRS 9.

Annual report 2025656

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• Exposure at default: is the amount of estimated risk incurred at

the time of the counterparty's analysis.

• Probability of default: is the estimated probability that the

counterparty will default on its principal and/or interest payment

obligations.

• Loss given default: is the estimate of the severity of the loss

incurred in the event of non-compliance. It depends mainly on

the updating of the guarantees associated with the operation and

the future cash flows that are expected to be recovered.

In any case, when estimating the flows expected to be recovered,

portfolio sales are included. It should be noted that due to the

Group's recovery policy and the experience observed in relation to

the prices of past sales of assets classified as stage 3 and/or

default risk, there is no substantial divergence between the flows

obtained from recoveries after performing recovery management

of the assets with those obtained from the sale of portfolios of

assets discounting structural expenses and other costs incurred.

The definition of default implemented by the Group for the

purpose of calculating the impairment provision models is based

on the definition in Article 178 of Regulation 575/2013 of the

European Union (CRR), which is fully aligned with the requirements

of IFRS 9, which considers that a 'default' exists in relation to a

specific customer/contract when at least one of the following

circumstances exists: the entity considers that there are reasonable

doubts about the payment of all its credit obligations or that the

customer/contract is in an irregular situation for more than 90

consecutive days past due material balances with respect to any

significant credit obligation.

Grupo Santander aligned partially and voluntarily during 2022 the

accounting definition of Stage 3, as well as the calculation of

impairment provision models, to the New Definition of Default,

incorporating the criteria defined by the EBA in its implementation

guide of the definition of default, capturing the economic

deterioration of the operations (days in default - on a daily basis -

and materiality thresholds - minimum amount in arrears). The

alignment of criteria was done taking into account the criteria of

IFRS 9 as well as the accounting principles of unbiased

presentation of financial information. Grupo Santander registered

an increase in the default rate at around 19 basis points, with no

material impact on the provision figures for credit risk.

In addition, the Group considers the risk generated in all cross-

border transactions due to circumstances other than the usual

commercial risk of insolvency (sovereign risk, transfer risk or risks

arising from international financial activity, such as wars, natural

catastrophes, balance of payments crisis, etc.).

IFRS 9 includes a series of practical solutions that can be

implemented by entities, with the aim of facilitating its

implementation. In order to achieve a complete and high-level

implementation of the standard, and following the best practices

of the industry, the Group applies these practical solutions

adapting them to their own characteristics and circumstances:

– Rebuttable presumption that the credit risk has increased

significantly, when payments are more than 30 days past

due: this threshold is used as an additional, but not primary,

indicator of significant risk increase.

– Assets with low credit risk at the reporting date: the Group

adopts this practice prioritizing its reduced and punctual use

and its systematic and periodic justification through

quantitative evidence.

This information is provided in more detail in note 54.b.

iv.

#### Detail of individual estimate of impairment

For the individual estimate of the assessment for impairment of

the financial asset, the Group has a specific methodology to

estimate the value of the cash flows expected to be collected:

• Recovery through the debtor's ordinary activities (going

approach).

• Recovery through the execution and sale of the collateral

guaranteeing the operations (gone approach).

Gone approach:

a. Evaluation of the effectiveness of guarantees

Grupo Santander assesses the effectiveness of all the guarantees

associated considering the following:

• The time required to execute these guarantees.

• Grupo Santander's ability to enforce or assert these guarantees

in its favour.

• The existence of limitations imposed by each local unit´s

regulation on the foreclosure of collateral.

Under no circumstances the Group considers that a guarantee is

effective if its effectiveness depends substantially on the solvency

of the debtor, as could be the case:

• Promises of shares or other securities of the debtor himself when

their valuation may be significantly affected by a debtor's

default.

• Personal cross-collateralisation: when the guarantor of a

transaction is, at the same time, guaranteed by the holder of that

transaction.

The different types of effective guarantees have been detailed in

section i. Definition

b. Valuation of guarantees

Grupo Santander assesses the guarantees on the basis of their

nature in accordance with the following:

• Mortgage guarantees on properties associated with financial

instruments, using complete individual valuations carried out by

independent valuation experts and under generally accepted

valuation standards. If this is not possible, alternative valuations

are used with duly documented and approved internal valuation

models.

• Personal guarantees are valued individually on the basis of the

guarantor´s updated information.

• The rest of the guarantees are valued based on current market

values.

c. Adjustments to the value of guarantees and estimation of future

cash flow inflows and outflows

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Grupo Santander applies a series of adjustments to the value of the

guarantees in order to improve the reference values:

• Adjustments based on the historical sales experience of local

units for certain types of assets.

• Individual expert adjustments based on additional management

information.

Likewise, to adjust the value of the guarantees, the time value of

money is taken into account based on the historical experience of

each of the units, estimating:

• Period of adjudication.

• Estimated time of sale of the asset.

In addition, the Group takes into account all those cash inflows and

outflows linked to that guarantee until it is sold:

• Possible future income commitments in favour of the borrower

which will available after the asset is awarded.

• Estimated foreclosure costs.

• Asset maintenance costs, taxes and community costs.

• Estimated marketing or sales costs.

Finally, since it is considered that the guarantee will be sold in the

future, the Group applies an additional adjustment ('index

forward') in order to adjust the value of the guarantees to future

valuation expectations.

v. Impairment individual assessment scope

Grupo Santander determines the perimeter over which it makes an

estimate of the assessment for impairment on an individual basis

based on a relevance threshold set by each of the geographical

areas and the stage in which the operations are located. In general,

the Group applies the individualised calculation of expected losses

to the significant exposures classified in stage 3, although Banco

Santander, S.A. has also extended its analyses to some of the

exposures classified in stage 2.

It should be noted that, in any case and irrespective of the stage in

which their transactions are carried out, for customers who do not

receive standardised treatment, a relational risk management

model is applied, with individualised treatment and monitoring by

the assigned risk analyst. In addition to wholesale customers

(Santander Corporate & Investment Banking or SCIB) and large

companies, this relational management model also includes other

segments of smaller companies for which there is information and

capacity for more personalised and expert analysis and monitoring.

As indicated in the Group's wholesale credit model, the individual

treatment of the client facilitates the continuous updating of

information. The risk assumed must be followed and monitored

throughout its life cycle, enabling anticipation and action to be

taken in the event of possible impairments. In this way, the

customer's credit quality is analysed individually, taking into

account specific aspects such as his competitive position, financial

performance, management, etc. In the wholesale risk

management model, every customer with a credit risk position is

assigned a rating, which has an associated probability of customer

default.

Thus, individual analysis of the debtor triggers a specific rating for

each customer, which determines the appropriate parameters for

calculating the expected loss, so that it is the rating itself that

initially modulates the necessary coverage, adjusting the severity

of the possible loss to the guarantees and other mitigating factors

that the customer may have available. In addition, if as a result of

this individualised monitoring of the customer, the analyst finally

considers that his coverage is not sufficient, he has the necessary

mechanisms to adjust it under his expert judgement, always under

the appropriate governance.

h) 'Non-current assets' and 'liabilities associated

with non-current assets held for sale'

Non-current assets held for sale' includes the carrying amount of

individual items, disposal groups or items forming part of a

business unit earmarked for disposal (discontinued operations),

whose sale in their present condition is highly likely to be

completed within one year from the reporting date. Therefore, the

recovery of the carrying amount of these items -which can be of a

financial nature or otherwise- will foreseeably be effected through

the proceeds from their disposal.

Specifically, property or other non-current assets received by the

consolidated entities as total or partial settlement of their debtors’

payment obligations to them are deemed to be 'Non-current assets

held for sale', unless the consolidated entities have decided to

make continuing use of these assets.

'Liabilities associated with non-current assets held for sale'

includes the balances payable arising from the assets held for sale

or disposal groups and from discontinued operations.

'Non-current assets and disposal groups of items that have been

classified as held for sale' are generally recognised at the date of

their allocation to this category and are subsequently valued at the

lower of their fair value less costs to sell or its book value. 'Non-

current assets and disposal groups of items that are classified as

held for sale' are not amortised as long as they remain in this

category.

The valuation of the portfolio of non-current assets held for sale

has been made in compliance with the requirements of

International Financial Reporting Standards in relation to the

estimate of the fair value of tangible assets and the value-in-use of

financial assets.

The value of the portfolio is determined as the sum of the values of

the individual elements that compose the portfolio, without

considering any total or batch grouping in order to correct the

individual values.

For the purposes of its consideration in initial recognition, the

Group obtains, at the time of award, the fair value of the

corresponding asset by requesting an appraisal from external

valuation agencies.

Grupo Santander has in place a corporate policy that ensures the

professional competence and the independence and objectivity of

the external appraisal agencies, in accordance with the regulations,

which require appraisal agencies to meet independence, neutrality

and credibility requirements, so that the use of their estimates

does not reduce the reliability of its valuations.

Annual report 2025658

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This policy establishes that all the appraisal companies and

agencies with which the Group works in Spain should be registered

in the Official Register of the Bank of Spain and that the appraisals

performed by them should follow the methodology established in

Order ECO/805/2003, of 27 March. The main appraisal companies

and agencies with which the Group worked in Spain in 2025 are as

follows: Tinsa Tasaciones Inmobiliarias, S.A.U., Sociedad de

Tasación, S.A., Global Valuation, S.A.U., Instituto de Valoraciones,

S.A., Euroevaluaciones, S.A. and Valoraciones Mediterráneo, S.A.

Also, this policy establishes that the various subsidiaries abroad

work with appraisal companies that have recent experience in the

area and the type of asset under appraisal and meet the

independence requirements established in the corporate policy.

They should verify, inter alia, that the appraisal company is not a

party related to the Group and that its billings to the Group in the

last twelve months do not exceed 15% of the appraisal company’s

total billings.

At 31 December 2025 the fair value less costs to sell of non-

current assets held for sale exceeded their carrying amount by EUR

551 million (EUR 553 million at 31 December 2024); however, in

accordance with the accounting standards, this unrealised gain

could not be recognised.

Banco Santander, in compliance with Bank of Spain Circular

4/2017, and subsequent amendments, on public and private

financial reporting standards and financial statement models, has

developed a methodology that enables it to estimate the fair value

and costs of sale of assets foreclosed or received in payment of

debts. This methodology is based on the classification of the

portfolio of foreclosed assets into different segments.

Segmentation enables the intrinsic characteristics of Banco

Santander's portfolio of foreclosed assets to be differentiated, so

that assets with homogeneous characteristics are grouped by

segment.

Thus, the portfolio is segmented into (i) finished assets of a

residential and tertiary nature, (ii) developments in progress and

(iii) land.1

In determining the critical segments in the overall portfolio, assets

are classified on the basis of the nature of the asset and its stage of

development. This segmentation is made in order to seek the

liquidation of the asset (which should be carried out in the shortest

possible time).

When making decisions, the situation and/or characteristics of the

asset are fundamentally taken into account, as well as the

evaluation of all the determining factors that favour the recovery

of the debt. For them, the following aspects are analyzed, among

others:

• The time that has elapsed since the adjudication.

• The transferability and contingencies of the foreclosed asset.

• The economic viability from the real estate point of view with the

necessary investment estimate.

• The expenses that may arise from the marketing process.

• The offers received, as well as the difficulties in finding buyers.

In the case of real estate assets foreclosed in Spain, which

represent 76% of the Group’s total non-current assets held for

sale, the valuation of the portfolio is carried out by applying the

following models:

• Market Value Model used in the valuation of finished properties

of a residential nature (mainly homes and car parks) and

properties of a tertiary nature (offices, commercial premises and

multipurpose buildings). For the valuation of finished assets

whose availability for sale is immediate, a market sale value

provided by a third party external to Banco Santander is

considered, calculated under the AVM methodology by the

comparable properties method adjusted by our experience in

selling similar assets, given the term, price, volume, trend in the

value of these assets and the time elapsing until their sale and

discounting the estimated costs of sale.

The market value is determined on the basis of the definition

established by the International Valuation Standards drawn up

by the IVSC (International Valuation Standards Council),

understood as the estimated amount for which an asset or a

liability should be exchanged on the measurement date between

a willing buyer and a willing seller, in an arm's length

transaction, after appropriate marketing, and in which the parties

have acted with sufficient information, prudently and without

coercion.

The current market value of the properties is estimated on the

basis of automated valuations obtained by taking comparable

properties as a reference; simulating the procedure carried out by

an appraiser in a physical valuation according to Order ECO

805/2003: selection of properties and obtaining the unit value by

applying homogenisation adjustments. The selection of the

properties is carried out by location within the same real estate

cluster and according to the characteristics of the properties,

filtering by type2, surface area range and age. The model enables

a distinction to be made within the municipality under study as to

which areas are similar and comparable and therefore have a

similar value in the property market, discriminating between

which properties are good comparators and which are not.

Adjustments to homogenize the properties are made according

to: (i) the age of the property according to the age of the property

to be valued, (ii) the deviation of the built area from the common

area with respect to the property to be valued and (iii) by age of

the date of capture of the property according to the price

evolution index of the real estate market.

In addition, for individually significant assets, complete individual

valuations are carried out, including a visit to the asset, market

analysis (data relating to supply, demand, current sale or rental

price ranges and supply-demand and revaluation expectations)

and an estimate of expected income and costs.

1. The assets in a situation of 'stopped development' are included under 'land

2. Assets qualified as protected housing are taken into account. The maximum legal value of these assets is determined by the VPO module, obtained from the result of

multiplying the State Basic Module (MBE) by a zone coefficient determined by each autonomous community. To carry out the valuation of a protected property, the useful

surface area is used in accordance with current regulations.

Annual report 2025659

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For this segmentation of assets, when they are completed, the real

costs are known and the actual expenses for the marketing and

sale of the asset must be taken into account. Therefore, Banco

Santander uses the actual costs in its calculation engine or, failing

that, those estimated on the basis of its observed experience.

• Market Value Model according to Evolution of Market Values

used to update the valuation of developments in progress. The

valuation model estimates the current market value of the

properties based on complete individual valuations by third

parties, calculated from the values of the feasibility studies and

development costs of the promotion, as well as the selling costs,

distinguishing by location, size and type of property. The inputs

used in the valuation model for residential assets under

construction are actual revenues and costs.

For this purpose, in order to calculate the investment flows,

Banco Santander considers, on the basis of the feasibility studies,

the expenditure required for construction, the professional fees

relating to the project and to project management, the premiums

for mandatory building insurance, the developer's administrative

expenses, licenses, taxes on new construction and fees, and

urban development charges.

With respect to the calculation of income flows, Banco Santander

takes into account the square metres built, the number of homes

under construction and the estimated selling price over 1.5 years.

The market value will be the result of the difference between the

income flows and the investment flows estimated at each

moment.

• Land Valuation model. The methodology followed by the Group

regarding land valuation consists of updating the individual

reference valuation of each of the land on an annual basis,

through updated valuation valuations carried out by independent

professionals and following the methodology established in the

Order ECO/805/2003, of 27 March, whose main verifications in

the case of land valuation, regardless of the degree of

urbanisation of the land, correspond to:

– Visual verification of the assessed property.

– Registry description.

– Urban planning.

– Visible easements.

– Visible state of occupation, possession, use and exploitation.

– Protection regime.

– Apparent state of preservation.

– Correspondence with cadastral property.

– Existence of expropriation procedure, expropriation plan or

project, administrative resolution or file that may lead to

expropriation.

– Expiry of the urbanization or building deadlines.

– Existence of a procedure for failure to comply with

obligations.

– Verification of surfaces.

For the purposes of valuation, the land will be classified in the

following levels:

– Level I: It will include all the lands that do not belong to level

II.

– Level II: It shall include land classified as undeveloped where

building is not allowed for uses other than agriculture,

forestry, livestock or linked to an economic exploitation

permitted by the regulations in force. Also included are lands

classified as developable that are not included in a

development area of urban planning or that, in such an area,

the conditions for its development have not been defined.

In those cases where the Group does not have an updated

reference value through an ECO valuation for the current

year, we use as a reference value the latest available ECO

valuation reduced or corrected by the average annual

coverage ratio of the land on which we have obtained an

updated reference value, through an ECO valuation.

Grupo Santander applies a discount to the aforementioned

reference values that takes into account both the discount on

the reference value in the sales process and the estimated

costs of marketing or selling the land; discount on reference

value = % discount on sales + % marketing costs being:

– % discount on Sales: = 100 - (sales price / updated appraisal

value).

– marketing costs: calculated on the basis of our historical

experience in sales and in accordance with the marketing

management fees negotiated with our suppliers of this type

of service.

In this way the Group obtains the corrected market value, an

amount that we compare with the net cost of each piece of land to

determine its correct valuation and conclude with our valuation

process.

In addition, in relation to the previously mentioned valuations, less

costs to sell, are contrasted with the sales experience of each type

of asset in order to confirm that there is no significant difference

between the sale price and the valuation.

Impairment losses on an asset or disposal group arising from a

reduction in its carrying amount to its fair value (less costs to sell)

are recognised under 'Gains or (losses) on non-current assets held

for sale not classified as discontinued operations' in the

consolidated income statement.

The gains on a non-current asset held for sale resulting from

subsequent increases in fair value (less costs to sell) increase its

carrying amount and are recognised in the consolidated income

statement up to an amount equal to the impairment losses

previously recognised.

Annual report 2025660

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i) Assets under reinsurance contracts and

Liabilities under insurance contracts

The Group has prepared the accounting policy that establishes the

criteria for recording insurance contracts, in accordance with IFRS

17. This standard defines insurance contracts as contracts under

which one party accepts a significant insurance risk from another

party by agreeing to compensate the policyholder if a specific

uncertain future event negatively affects the policyholder.

IFRS 17 requires a level of aggregation of contracts that the Group

identifies in portfolios of contracts with similar risks and that are

managed jointly. The Group then divides each portfolio into a

minimum of three groups: (i) contracts that are onerous on initial

recognition; (ii) contracts that, upon initial recognition, have no

significant possibility of subsequently becoming onerous; and (iii)

any remaining contract.

For contracts that are considered not to be onerous, a profit margin

is recognized in the profit and loss account (referred to as

'Contractual Service Margin' or 'CSM') throughout the period in

which the entity performs the service. However, if at the time of

initial recognition, or during the period in which the entity performs

the service, the contract is onerous, the entity recognizes the loss

in the income statement.

Contract limits define the term up to which compliance cash flows

must be considered in order to measure an insurance contract.

Fulfilment cash flows comprise an unbiased, probability-weighted

estimate of future cash flows, a discount adjustment to the present

value to reflect the time value of money for monetary and financial

risks, and a risk adjustment for non-fulfilment risks. financial. The

identification of the contractual limit under IFRS 17 is essential not

only for measuring the fulfilment cash flows of a group of

contracts, but also for determining the applicable measurement

model, in case the contractual limits are identified in a year or

more.

Cash flows are within the contractual limit of an insurance contract

if they arise from substantial rights and obligations that exist

during the reporting period, in which the entity can obligate the

insurance policyholder to pay premiums or in which the entity has

a substantive obligation to provide services to the insured.

The Group has carried out an analysis of the limits of insurance and

reinsurance contracts under IFRS 17, separately, generally applying

the General Model (Building Block Approach) to all contracts,

except those eligible to be valued by the Simplified Model

(Premium Allocation Approach), or the Variable Commission

Approach ('VCA' or Variable Fee Approach).

The general model measures a group of contracts as the sum of

the fulfilment cash flows and the Contractual Service Margin. The

CSM represents benefits not yet recorded that the entity will

recognize as providing services under the insurance contract.

Insurance contracts with direct participation apply the VCA as a

modified version of the General Model. This should reduce the

volatility of results due to the asymmetry between the accounting

treatment of the profit and losses of the underlying items

attributable to the policyholders and the accounting treatment of

the liability owed to those policyholders.

Another aspect considered in measuring the present value of the

future cash flows of a group of insurance contracts is the discount

rate applied to reflect the time value of money and the financial

risks related to those cash flows. The Group has established a

generally chosen methodology and guarantees that the calculation

components have a homogeneous basis, previously approved by

the Group, establishing the base curves provided by the Group and

allowing adjustments to these curves based on the expert criteria

of each local address.

Likewise, measuring compliance cash flows requires a risk

adjustment for non-financial risk. Risk adjustment for non-financial

risk is the compensation necessary to withstand uncertainty about

the amount and timing of cash flows arising from non-financial

risks. If a change in the assumptions occurs, it could affect the

income statement or the Other comprehensive income, depending

on its nature. The risks covered by the risk adjustment for non-

financial risk are insurance risk and other non-financial risks, such

as interruption risk and expense risk.

j)

#### Tangible assets

Tangible assets includes the amount of buildings, land, furniture,

vehicles, computer hardware and other fixtures owned by the

consolidated entities or acquired under finance leases. Tangible

assets are classified by use as follows:

i. Property, plant and equipment for own use

Property, plant and equipment for own use – including tangible

assets received by the consolidated entities in full or partial

satisfaction of financial assets representing receivables from third

parties which are intended to be held for continuing use and

tangible assets acquired under finance leases– are presented at

acquisition cost, less the related accumulated depreciation and any

estimated impairment losses (carrying amount higher than

recoverable amount).

Depreciation is calculated, using the straight-line method, on the

basis of the acquisition cost of the assets less their residual value.

The land on which the buildings and other structures stand has an

indefinite life and, therefore, is not depreciated.

The annual tangible asset depreciation charge is recognised in the

consolidated income statement and are essentially equivalent to

the following amortization percentages (determined based on the

years of estimated useful life, on average, of the different

elements):

|  |  |
| --- | --- |
|  |  |
|  | Average  annual rate |
| Buildings for own use | 2.4% |
| Furniture | 9.5% |
| Fixtures | 9.5% |
| Office and IT equipment | 23.6% |
| Lease use rights | Less than the lease  term or the useful life  of the underlying asset |

At the end of each reporting period, consolidated entities assess

whether there is any indication that the carrying amount of an

asset exceeds its recoverable amount, in which case they write

down the carrying amount of the asset to its recoverable amount

and adjust future depreciation charges in proportion to its adjusted

carrying amount and to its new remaining useful life, if the useful

life needs to be re-estimated.

Annual report 2025661

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Similarly, if there is an indication of a recovery in the value of a

tangible asset, the consolidated entities recognise the reversal of

the impairment loss recognised in prior periods and adjust the

future depreciation charges accordingly. In no circumstances may

the reversal of an impairment loss on an asset raise its carrying

amount above that which it would have if no impairment losses

had been recognised in prior years.

The estimated useful lives of the items of property, plant and

equipment for own use are reviewed at least at the end of the

reporting period with a view to detecting significant changes

therein. If changes are detected, the useful lives of the assets are

adjusted by correcting the depreciation charge to be recognised in

the consolidated income statement in future years on the basis of

the new useful lives.

Upkeep and maintenance expenses relating to property, plant and

equipment for own use are recognised as an expense in the period

in which they are incurred, since they do not increase the useful

lives of the assets.

ii. Investment property

'Investment property' reflects the net values of the land, buildings

and other structures held either to earn rentals or for obtaining

profits by sales due to future increase in market prices.

The criteria used to recognise the acquisition cost of investment

property, to calculate its depreciation and its estimated useful life

and to recognise any impairment losses thereon are consistent

with those described in relation to property, plant and equipment

for own use.

In the case of investment properties that support obligations to pay

a return directly linked to fair value, or to the returns of certain

assets including the investment property itself, such properties are

measured using the fair value model.

In order to evaluate the possible impairment Grupo Santander

determines periodically the fair value of its investment property so

that, at the end of the reporting period, the fair value reflects the

market conditions of the investment property at that date. This fair

value is determined annually, taking as benchmarks the valuations

performed by independent experts. The methodology used to

determine the fair value of investment property is selected based

on the status of the asset in question; thus, for properties

earmarked for lease, the valuations are performed using the sales

comparison approach, whereas for leased properties the valuations

are made primarily using the income capitalisation approach and,

exceptionally, the sales comparison approach.

In the sales comparison approach, the property market segment

for comparable properties is analysed, inter alia, and, based on

specific information on actual transactions and firm offers, current

prices are obtained for cash sales of those properties. The

valuations performed using this approach are considered as Level 2

valuations.

In the income capitalisation approach, the cash flows estimated to

be obtained over the useful life of the property are discounted

taking into account factors that may influence the amount and

actual obtainment thereof, such as: (i) the payments that are

normally received on comparable properties; (ii) current and

probable future occupancy; (iii) the current or foreseeable default

rate on payments. The valuations performed using this approach

are considered as Level 3 valuations, since significant unobservable

inputs are used, such as current and probable future occupancy

and/or the current or foreseeable default rate on payments.

iii. Assets leased out under an operating lease

'Property, plant and equipment' - Leased out under an operating

lease reflects the amount of the tangible assets, other than land

and buildings, leased out by the Group under an operating lease.

The criteria used to recognise the acquisition cost of assets leased

out under operating leases, to calculate their depreciation and their

respective estimated useful lives and to recognise the impairment

losses thereon are consistent with those described in relation to

property, plant and equipment for own use.

k)

#### Accounting for leases

The main aspects contained in the regulation (IFRS 16) adopted by

the Group are included below:

When the Group acts as lessee, it recognises a right-of-use asset

representing its right to use the underlying leased asset with a

corresponding lease liability on the date on which the leased asset

is available for use by the Group.

Each lease payment is allocated between liability and finance

charge. The finance charge is allocated to the income statement

during the term of the lease in such a way as to produce a constant

periodic interest rate on the remaining balance of the liability for

each year.

The right-of-use asset is depreciated over the useful life of the

asset or the lease term, whichever is shorter, on a straight-line

basis. If the Group is reasonably certain to exercise a purchase

option, the right-of-use asset is amortized over the useful life of

the underlying asset.

Assets and liabilities arising from a lease are initially measured at

present value. Lease liabilities include the net present value of the

following lease payments:

– Fixed payments (including inflation-linked payments), less

any lease incentive receivable.

– Variable lease payments that depend on an index or rate.

– The amounts expected to be paid by the lessee under

residual value guarantees.

– The exercise price of a purchase option if the lessee is

reasonably certain that it will exercise that option.

– Lease termination penalty payments, if the term of the lease

reflects the lessee's exercise of that option.

Lease payments are discounted using the interest rate implicit in

the lease. When this interest rate cannot be obtained, the interest

rate used in these cases, is the lessee's incremental borrowing rate

at the related date. For this purpose, the entity has calculated this

incremental borrowing rate taking as reference the listed debt

instruments issued by the Group; in this regard, the Group has

estimated different interest rate curves depending on the currency

and economic environment in which the contracts are located.

In order to construct the incremental borrowing rate, a

methodology has been developed at the corporate level. This

Annual report 2025662

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methodology is based on the need for each entity to consider its

economic and financial situation, for which the following factors

must be considered:

– Economic and political situation (country risk).

– Credit risk of the company.

– Monetary policy.

– Volume and seniority of the company’s debt instrument

issues.

The incremental borrowing rate is defined as the interest rate that

a lessee would have to pay for borrowing, given a similar period to

the duration of the lease and with similar security, the funds

necessary to obtain an asset of similar value to the right-of-use

asset in a similar economic environment. The Group entities have a

wide stock and variety of financing instruments issued in different

currencies to that of the euro (pound, dollar, etc.) that provide

sufficient information to be able to determine an 'all in

rate' (reference rate plus adjustment for credit spread at different

terms and in different currencies).  In circumstances, where the

leasing company has its own financing, this has been used as the

starting point for determining the incremental borrowing rate. On

the other hand, for those Grupo Santander entities that do not have

their own financing, the information from the financing of the

consolidated subgroup to which they belong was used as the

starting point for estimating the entity's curve, analysing other

factors to assess whether it is necessary to make any type of

negative or positive adjustment to the initially estimated credit

spread.

Right-of-use assets are valued at cost which includes the

following:

– The amount of the initial measurement of the lease liability.

– Any lease payment made at or before the commencement

date less any lease incentive received.

– Any initial direct costs.

– Restoration costs.

The Group recognises the payments associated with short-term

leases and leases of low-value assets on a straight-line basis as an

expense in the income statement. Short-term leases are leases

with a lease term less than or equal to 12 months (a lease that

contains a purchase option is not a short term lease).

l)

#### Intangible assets

Intangible assets are identifiable non-monetary assets (separable

from other assets) without physical substance which arise as a

result of a legal transaction or which are developed internally by

the consolidated entities.

Only assets whose cost can be measured reliably and it is likely

that the consolidated entities obtain future economic benefits are

recognised.

Intangible assets are recognised initially at acquisition or

production cost and are subsequently measured at cost less any

accumulated amortisation and any accumulated impairment

losses.

i. Goodwill

Any excess of the cost of the investments in the consolidated

entities and entities accounted for using the equity method over

the corresponding underlying carrying amounts acquired, adjusted

at the date of first-time consolidation, is allocated as follows:

a. If it is attributable to specific assets and liabilities of the

companies acquired, by increasing the value of the assets (or

reducing the value of the liabilities) whose fair values were

higher (lower) than the carrying amounts at which they had

been recognised in the acquired entities’ balance sheets.

b. If it is attributable to specific intangible assets, by recognising it

explicitly in the consolidated balance sheet provided that the

fair value of these assets within twelve months following the

date of acquisition can be measured reliably.

c. The remaining amount is recognised as goodwill, which is

allocated to one or more cash-generating units (CGU) (a cash-

generating unit is the smallest identifiable group of assets that,

as a result of continuing operation, generates cash inflows that

are largely independent of the cash inflows from other assets or

groups of assets). The cash-generating units represent the

Group’s geographical and/or business segments.

Goodwill (only recognised when it has been acquired by

consideration) represents, therefore, a payment made by the

acquirer in anticipation of future economic benefits from assets of

the acquired entity that are not capable of being individually

identified and separately recognised.

At the end of each annual reporting period or whenever there is

any indication of impairment goodwill is reviewed for impairment

(i.e. a reduction in its recoverable amount to below its carrying

amount) and, if there is any impairment, the goodwill is written

down with a charge to 'Impairment or reversal of impairment on

non-financial assets, net - Intangible assets' in the consolidated

income statement.

An impairment loss recognised for goodwill is not reversed in a

subsequent period.

In the event of sale or departure of an activity that is part of a CGU,

the part of the goodwill that can be assigned to said activity would

be written-off, taking as a reference the relative value of the same

over the total of the CGU at the time of sale or abandonment. If

applicable, the distribution by currency of the remaining goodwill

will be performed based on the relative values of the remaining

activities.

ii. Other intangible assets

Other intangible assets includes the amount of identifiable

intangible assets, such as purchased customer lists and computer

software.

Other intangible assets can have an indefinite useful life -when,

based on an analysis of all the relevant factors, it is concluded that

there is no foreseeable limit to the period over which the asset is

expected to generate net cash inflows for the consolidated

entities- or a finite useful life, in all other cases.

Annual report 2025663

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Intangible assets with indefinite useful lives are not amortised, but

rather at the end of each reporting period or whenever there is any

indication of impairment the consolidated entities review the

remaining useful lives of the assets in order to determine whether

they continue to be indefinite and, if this is not the case, to take the

appropriate steps.

Intangible assets with finite useful lives are amortised over those

useful lives using methods similar to those used to depreciate

tangible assets.

The intangible asset amortisation charge is recognised under

'Depreciation and amortisation' in the consolidated income

statement.

In both cases the consolidated entities recognise any impairment

loss on the carrying amount of these assets with a charge to

'Impairment or reversal of impairment on non-financial assets, net

- Intangible assets in the consolidated' income statement.

The criteria used to recognise the impairment losses on these

assets and, where applicable, the reversal of impairment losses

recognised in prior years are similar to those used for tangible

assets (see note 2.k).

Internally developed computer software

Internally developed computer software is recognised as an

intangible asset if, among other requisites (basically the Group’s

ability to use or sell it), it can be identified and its ability to

generate future economic benefits can be demonstrated.

Expenditure on research activities is recognised as an expense in

the year in which it is incurred and cannot be subsequently

capitalised into the carrying amount of the intangible asset.

m)

#### Other assets

Other assets' in the consolidated balance sheet includes the

amount of assets not recorded in other items, the breakdown being

as follows:

• Inventories: this item includes the amount of assets, other than

financial instruments, that are held for sale in the ordinary course

of business, that are in the process of production, construction or

development for such purpose, or that are to be consumed in the

production process or in the provision of services. Inventories

include land and other property held for sale in the property

development business.

Inventories are measured at the lower of cost and net realisable

value, which is the estimated selling price of the inventories in

the ordinary course of business, less the estimated costs of

completion and the estimated costs required to make the sale.

Any write-downs of inventories -such as those due to damage,

obsolescence or reduction of selling price- to net realisable

value and other impairment losses are recognised as expenses

for the year in which the impairment or loss occurs. Subsequent

reversals are recognised in the consolidated income statement

for the year in which they occur.

The carrying amount of inventories is derecognised and

recognised as an expense in the period in which the revenue

from their sale is recognised.

▪ Other: this item includes the balance of all prepayments and

accrued income (excluding accrued interest, fees and

commissions), the net amount of the difference between

pension plan obligations and the value of the plan assets with a

balance in the entity’s favour, when this net amount is to be

reported in the consolidated balance sheet, and the amount of

any other assets not included in other items.

n)

#### Other liabilities

'Other liabilities' includes the balance of all accrued expenses and

deferred income, excluding those related to interests and fees on

financial instruments, as well as the amount of any other liabilities

not included in other categories.

o)

#### Provisions and contingent liabilities (assets)

When preparing the financial statements of the consolidated

entities, Banco Santander makes a distinction between:

• Provisions: credit balances covering present obligations at the

reporting date arising from past events which could give rise to a

loss for the consolidated entities, which is considered to be likely

to occur and certain as to its nature but uncertain as to its

amount and/or timing.

• Contingent liabilities: possible obligations that arise from past

events and whose existence will be confirmed only by the

occurrence or non-occurrence of one or more future events not

wholly within the control of the consolidated entities. They

include the present obligations of the consolidated entities when

it is not probable that an outflow of resources embodying

economic benefits will be required to settle them. The Group

does not recognise the contingent liability. The Group will

disclose a contingent liability, unless the possibility of an outflow

of resources embodying economic benefits is remote.

Irrevocable contingent payments (ICPs), corresponding to

payment facilities allowed under the annual contributions of

certain levies, are recorded in accordance with the definitions

mentioned above. In this regard, on 14 November 2025, the

Group learned that the CJEU had definitively resolved the dispute

concerning the CPI contributions made by a financial institution

to the Single Resolution Fund, upholding the judgment of the

General Court of 25 October 2023, which ruled against said

financial institution regarding its request for the return of

guarantees linked to irrevocable payment commitments for a

Group entity whose license had been withdrawn. In light of this

ruling, it was concluded that it was not necessary to modify the

accounting entries that the Santander Group has made when

using these facilities to make contributions corresponding to this

levy or to other similar levies that also allow for such

contributions.

• Contingent assets: possible assets that arise from past events

and whose existence is conditional on, and will be confirmed

only by, the occurrence or non-occurrence of one or more

uncertain future events not wholly within the control of the

Group. Contingent assets are not recognised in the consolidated

balance sheet or in the consolidated income statement, but

rather are disclosed in the notes, provided that it is probable that

these assets will give rise to an increase in resources embodying

economic benefits.

Annual report 2025664

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Grupo Santander’s consolidated financial statements include all

the material provisions with respect to which it is considered that it

is more likely than not the obligation will have to be settled. In

accordance with accounting standards, contingent liabilities must

not be recognised in the consolidated financial statements, but

must rather be disclosed in the Notes.

Provisions (which are quantified on the basis of the best

information available on the consequences of the event giving rise

to them and are reviewed and adjusted at the end of each year) are

used to cater for the specific obligations for which they were

originally recognised. Provisions are fully or partially reversed

when such obligations cease to exist or are reduced.

Provisions are classified according to the obligations covered as

follows (see note 25):

▪ Provision for pensions and similar obligations: includes the

amount of all the provisions made to cover post-employment

benefits, including obligations to pre-retirees and similar

obligations.

▪ Provisions for contingent liabilities and commitments: include

the amount of the provisions made to cover contingent

liabilities -defined as those transactions in which the Group

guarantees the obligations of a third party, arising as a result of

financial guarantees granted or contracts of another kind- and

contingent commitments -defined as irrevocable commitments

that may give rise to the recognition of financial assets.

▪ Provisions for taxes and other legal contingencies and Other

provisions: include the amount of the provisions recognised to

cover tax and legal contingencies and litigation and the other

provisions recognised by the consolidated entities. Other

provisions includes, inter alia, any provisions for restructuring

costs and environmental measures.

p)

#### Own equity instruments

Own equity instruments are those meeting both of the following

conditions:

▪ The instruments do not include any contractual obligation for

the issuer (i) to deliver cash or another financial asset to a third

party; or (ii) to exchange financial assets or financial liabilities

with a third party under conditions that are potentially

unfavourable to the issuer.

▪ The instruments will or may be settled in the issuer’s own equity

instruments and are: (i) a non-derivative that includes no

contractual obligation for the issuer to deliver a variable number

of its own equity instruments; or (ii) a derivative that will be

settled by the issuer through the exchange of a fixed amount of

cash or another financial asset for a fixed number of its own

equity instruments.

Transactions involving own equity instruments, including their

issuance and cancellation, are charged directly to equity.

Changes in the value of instruments classified as own equity

instruments are not recognised in the consolidated financial

statements. Consideration received or paid in exchange for such

instruments, including the coupons on preference shares

contingently convertible into ordinary shares and the coupons

associated with CCPP, is directly added to or deducted from equity.

q)

#### Equity-instrument-based employee remuneration

Own equity instruments delivered to employees in consideration

for their services, if the instruments are delivered once the specific

period of service has ended, are recognised as an expense for

services (with the corresponding increase in equity) as the services

are rendered by employees during the service period. At the grant

date the services received (and the related increase in equity) are

measured at the fair value of the equity instruments granted. If the

equity instruments granted are vested immediately, Grupo

Santander recognises in full, at the grant date, the expense for the

services received.

When the requirements stipulated in the remuneration agreement

include external market conditions (such as equity instruments

reaching a certain quoted price), the amount ultimately to be

recognised in equity will depend on the other conditions being met

by the employees (normally length of service requirements),

irrespective of whether the market conditions are satisfied.

If the conditions of the agreement are met but the external market

conditions are not satisfied, the amounts previously recognised in

equity are not reversed, even if the employees do not exercise their

right to receive the equity instruments.

r)

#### Recognition of income and expenses

The most significant criteria used by Grupo Santander to recognise

its income and expenses are summarised as follows:

i. Interest income, interest expenses and similar items

Interest income, interest expenses and similar items are generally

recognised on an accrual basis using the effective interest method.

Dividends received from other companies are recognised as income

when the consolidated entities’ right to receive them arises.

ii. Commissions, fees and similar items

Fee and commission income and expenses are recognised in the

consolidated income statement using criteria that vary according to

their nature. The main criteria are as follows:

▪ Fee and commission income and expenses relating to financial

assets and financial liabilities measured at fair value through

profit or loss are recognised when paid.

▪ Those arising from transactions or services that are performed

over a period of time are recognised over the life of these

transactions or services.

▪ Those relating to services provided in a single act are recognised

when the single act is carried out.

iii. Non-finance income and expenses

They are recognised for accounting purposes when the good is

delivered or the non-financial service is rendered. To determine the

amount and timing of recognition, a five-step model is followed:

identification of the contract with the customer, identification of

the separate obligations of the contract, determination of the

transaction price, distribution of the transaction price among the

identified obligations and finally recording of income as the

obligations are satisfied.

Annual report 2025665

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iv. Deferred collections and payments

These are recognised for accounting purposes at the amount

resulting from discounting the expected cash flows at market

rates.

v. Loan arrangement fees

Loan arrangement fees, mainly loan origination, application and

information fees, are accrued and recognised in income over the

term of the loan.

s)

#### Financial guarantees

Financial guarantees are considered contracts that require the

issuer to make specific payments to reimburse the creditor for the

loss it incurs when a specific debtor defaults on its due date

payment obligation in accordance with the original or modified

conditions of debt instrument, regardless of its legal form, which

may be, among others, a deposit, financial guarantee, insurance

contract or credit derivative.

Grupo Santander initially recognises the financial guarantees

provided on the liability side of the consolidated balance sheet at

fair value, which is generally the present value of the fees,

commissions and interest receivable from these contracts over the

term thereof, and simultaneously the Group recognises the

amount of the fees, commissions and similar interest received at

the inception of the transactions and a credit on the asset side of

the consolidated balance sheet for the present value of the fees,

commissions and interest outstanding.

Financial guarantees, regardless of the guarantor, instrumentation

or other circumstances, are reviewed periodically so as to

determine the credit risk to which they are exposed and, if

appropriate, to consider whether a provision is required. The credit

risk is determined by application of criteria similar to those

established for quantifying impairment losses on debt instruments

carried at amortised cost (described in note 2.g above).

The provisions made for these transactions are recognised under

'Provisions - Provisions for commitments and guarantees given in

the consolidated balance sheet' (see note 25). These provisions are

recognised and reversed with a charge or credit, respectively, to

'Provisions or reversal of provisions', net, in the consolidated

income statement.

t) Assets under management and investment

and pension funds managed by the Group

Assets owned by third parties and managed by the consolidated

entities are not presented on the face of the consolidated balance

sheet. The investment funds and pension funds managed by the

consolidated companies are also not presented in the Group's

consolidated balance sheet, as they are owned by third parties.

The commissions generated by these activities are included in the

balance of the 'Commission income' chapter of the consolidated

profit and loss account.

Note 2.b.iv describes the internal criteria and procedures used to

determine whether control exists over the structured entities,

which include, inter alia, investment funds and pension funds.

u)

#### Post-employment benefits

Under the collective agreements currently in force and other

arrangements, the Spanish banks included in the Group and certain

other Spanish and foreign consolidated entities have undertaken to

supplement the public social security system benefits accruing to

certain employees, and to their beneficiary right holders, for

retirement, permanent disability or death, and the post-

employment welfare benefits.

Grupo Santander's post-employment obligations to its employees

are deemed to be defined contribution plans when the Group

makes pre-determined contributions (recognised under Personnel

expenses in the consolidated income statement) to a separate

entity and will have no legal or effective obligation to make further

contributions if the separate entity cannot pay the employee

benefits relating to the service rendered in the current and prior

periods. Post-employment obligations that do not meet the

aforementioned conditions are classified as defined benefit plans

(see note 25).

#### Defined contribution plans

The contributions made in this connection in each year are

recognised under 'Personnel expenses' in the consolidated income

statement.

The amounts not yet contributed at each year-end are recognised,

at their present value, under 'Provisions - Provision for pensions'

and similar obligations on the liability side of the consolidated

balance sheet.

#### Defined benefit plans

Grupo Santander recognises under 'Provisions - Provision for

pensions and similar obligations on the liability side of the

consolidated balance sheet' (or under 'Other assets' on the asset

side, as appropriate) the present value of its defined benefit post-

employment obligations, net of the fair value of the plan assets.

Plan assets are defined as those that will be directly used to settle

obligations and that meet the following conditions:

▪ They are not owned by the consolidated entities, but by a legally

separate third party that is not a party related to the Group.

▪ They are only available to pay or fund post-employment benefits

and they cannot be returned to the consolidated entities unless

the assets remaining in the plan are sufficient to meet all the

benefit obligations of the plan and of the entity to current and

former employees, or they are returned to reimburse employee

benefits already paid by Grupo Santander.

If Grupo Santander can look to an insurer to pay part or all of the

expenditure required to settle a defined benefit obligation, and it is

practically certain that said insurer will reimburse some or all of

the expenditure required to settle that obligation, but the

insurance policy does not qualify as a plan asset, the Group

recognises its right to reimbursement -which, in all other respects,

is treated as a plan asset- under 'Insurance contracts linked to

pensions' on the asset side of the consolidated balance sheet.

Grupo Santander will recognise the following items in the income

statement:

Annual report 2025666

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• Current service cost, (the increase in the present value of the

obligations resulting from employee service in the current

period), is recognised under 'Staff costs'.

• The past service cost, which arises from changes to existing post-

employment benefits or from the introduction of new benefits

and includes the cost of reductions, is recognised under

'Provisions or reversal of provisions'.

• Any gain or loss arising from a liquidation of the plan is included

in the 'Provisions or reversion of provisions'.

• Net interest on the net defined benefit liability (asset), i.e. the

change during the period in the net defined benefit liability

(asset) that arises from the passage of time, is recognised under

'Interest expense' and similar charges ('Interest and similar

income' if it constitutes income) in the consolidated income

statement.

The remeasurement of the net defined benefit liability (asset) is

recognised in 'Other comprehensive income' under Items not

reclassified to profit or loss and includes:

▪ Actuarial gains and losses generated in the year, arising from the

differences between the previous actuarial assumptions and

what has actually occurred and from the effects of changes in

actuarial assumptions.

▪ The return on plan assets, excluding amounts included in net

interest on the net defined benefit liability (asset).

▪ Any change in the effect of the asset ceiling, excluding amounts

included in net interest on the net defined benefit liability

(asset).

v)

#### Other long-term employee benefits

Other long-term employee benefits, defined as obligations to pre-

retirees -taken to be those who have ceased to render services at

the entity but who, without being legally retired, continue to have

economic rights vis-à-vis the entity until they acquire the legal

status of retiree-, long-service bonuses, obligations for death of

spouse or disability before retirement that depend on the

employee’s length of service at the entity and other similar items,

are treated for accounting purposes, where applicable, as

established above for defined benefit post-employment plans,

except that actuarial gains and losses are recognised under

'Provisions or reversal of provisions', net, in the consolidated

income statement (see note 25).

w)

#### Termination benefits

Termination benefits are recognised when there is a detailed

formal plan identifying the basic changes to be made, provided

that implementation of the plan has begun, its main features have

been publicly announced or objective facts concerning its

implementation have been disclosed.

x)

#### Income tax

The expense for Spanish income tax and other similar taxes

applicable to the foreign consolidated entities is recognised in the

consolidated income statement, except when they arise from a

transaction whose results are recognised directly in equity, in

which case the related tax effect is recognised in equity.

The current income tax expense is calculated as the sum of the

current tax resulting from application of the appropriate tax rate to

the taxable profit for the year (net of any deductions allowable for

tax purposes), and of the changes in deferred tax assets and

liabilities recognised in the consolidated income statement.

'Deferred tax assets' and liabilities include temporary differences,

which are identified as the amounts expected to be payable or

recoverable on differences between the carrying amounts of assets

and liabilities and their related tax bases, and tax loss and tax

credit carryforwards. These amounts are measured at the tax rates

that are expected to apply in the period when the asset is realised

or the liability is settled.

'Tax assets' include the amount of all tax assets, which are broken

down into current -amounts of tax to be recovered within the next

twelve months- and deferred -amounts of tax to be recovered in

future years, including those arising from tax loss or tax credit

carryforwards.

Tax liabilities' includes the amount of all tax liabilities (except

provisions for taxes), which are broken down into current -the

amount payable in respect of the income tax on the taxable profit

for the year and other taxes in the next twelve months- and

deferred -the amount of income tax payable in future years.

Deferred tax liabilities are recognised in respect of taxable

temporary differences associated with investments in subsidiaries,

associates or joint ventures, except when the Group is able to

control the timing of the reversal of the temporary difference and,

in addition, it is probable that the temporary difference will not

reverse in the foreseeable future. In this regard, no deferred tax

liabilities of EUR 321.9 million were recognised in relation to the

taxation that would arise from the undistributed earnings of

certain Group holding companies, in accordance with the

legislation applicable in those jurisdictions.

Deferred tax assets are only recognised for temporary differences

to the extent that it is considered probable that the consolidated

entities will have sufficient future taxable profits against which the

deferred tax assets can be utilised, and the deferred tax assets do

not arise from, in its initial recognition of (i)a business combination,

(ii) an operation that does not affect either the tax result or the

accounting result or (iii) on the date of the transaction, does not

generate deductible and taxable temporary differences for the

same amount (in which case assets and deferred tax liabilities).

Other deferred tax assets (tax loss and tax credit carryforwards)

are only recognised if it is considered probable that the

consolidated entities will have sufficient future taxable profits

against which they can be utilised.

Differences generated by the different accounting and tax

treatment of any of the income and expenses recorded directly in

equity to be paid or recovered in the future are accounted for as

temporary differences.

The deferred tax assets and liabilities are reassessed at the

reporting date in order to ascertain whether any adjustments need

to be made on the basis of the findings of the analyses performed.

Annual report 2025667

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Regarding taxes on profits arising from the application of tax laws

for the implementation of the Pillar Two model rules, including

those related to national minimum complementary taxes, the

Group applies the mandatory and temporary exception to the

recognition of deferred tax assets and liabilities derived from said

tax laws (see note 27.f).

y)

#### Residual maturity periods

In note 51 it is provided an analysis of the maturities of the

balances of certain items in the consolidated balance sheet.

Santander Group has recorded as 'time liabilities' those recognised

financial liabilities in which the counterparty may require

payments.

Likewise, when Grupo Santander has committed to having

amounts available at different maturity periods, these amounts

have been recorded in the first year in which they may be required.

Additionally, for the financial guarantee contracts issued, the

Group has recorded the maximum amount of the financial

guarantee issued in the first year in which the guarantee can be

executed.

z)

#### Consolidated statement of recognised income and expense

This statement presents the income and expenses generated by

the Group as a result of its business activity in the year, and a

distinction is made between the income and expenses recognised

in the consolidated income statement for the year and the other

income and expenses recognised directly in consolidated equity.

Accordingly, this statement presents:

a.Consolidated profit for the year.

b.The net amount of the income and expenses recognised in 'Other

comprehensive income' under items that will not be reclassified

to profit or loss.

c.The net amount of the income and expenses recognised in Other

comprehensive income under items that may be reclassified

subsequently to profit or loss.

d.The income tax incurred in respect of the items indicated in b and

c above, except for the valuation adjustments arising from

investments in associates or joint ventures accounted for using

the equity method, which are presented net.

e.Total consolidated recognised income and expense, calculated

as the sum of a) to d) above, presenting separately the amount

attributable to the parent company and the amount relating to

non-controlling interests.

The statement presents the items separately by nature, grouping

together items that, in accordance with the applicable accounting

standards, will not be reclassified subsequently to profit and loss

since the requirements established by the corresponding

accounting standards are met.

aa)

#### Statement of changes in total equity

This statement presents all the changes in equity, including those

arising from changes in accounting policies and from the correction

of errors. Accordingly, this statement presents a reconciliation of

the carrying amount at the beginning and end of the year of all the

consolidated equity items, and the changes are grouped together

on the basis of their nature into the following items:

a.Adjustments due to changes in accounting policies and to errors:

include the changes in consolidated equity arising as a result of

the retrospective restatement of the balances in the

consolidated financial statements, distinguishing between those

resulting from changes in accounting policies and those relating

to the correction of errors.

b.Income and expense recognised in the year: includes, in

aggregate form, the total of the aforementioned items

recognised in the consolidated statement of recognised 'Income

and expense'.

c.Other changes in equity: includes the remaining items

recognised in equity, including, inter alia, increases and

decreases in capital, distribution of profit, transactions involving

own equity instruments, equity-instrument-based payments,

transfers between equity items and any other increases or

decreases in consolidated equity.

ab)

#### Consolidated statement of cash flows

The following terms are used in the consolidated statements of

cash flows with the meanings specified:

• Cash flows: inflows and outflows of cash and cash equivalents,

which are short-term, highly liquid investments that are subject

to an insignificant risk of changes in value, irrespective of the

portfolio in which they are classified.

Grupo Santander classifies as cash and cash equivalents the

balances recognised under 'Cash, cash balances at central banks'

and 'Other deposits on demand' in the consolidated balance

sheet.

• Operating activities: the principal revenue-producing activities of

credit institutions and other activities that are not investing or

financing activities.

• Investing activities: the acquisition or disposal of long-term

assets and other investments not included in cash and cash

equivalents.

• Financing activities: activities that result in changes in the size

and composition of the equity and liabilities that are not

operating activities.

During 2025 Grupo Santander received interest amounting to EUR

109,840 million (EUR 117,046 and EUR 101,029 in 2024 and 2023,

respectively) and paid interest amounting to EUR 57,737 million

(EUR 61,091 and EUR 50,954 in 2024 and 2023, respectively).

Also, dividends received and paid by the Group are detailed in

notes 4, 28 and 40, including dividends paid to minority interests

(non-controlling interests)

Annual report 2025668

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3.

#### Grupo Santander

#### a) Banco Santander, S.A., and international

#### Group structure

The growth of Grupo Santander in the last decades has led Banco

Santander to also act, in practice, as a holding entity of the shares

of the various companies in its Group, and its results are becoming

progressively less representative of the performance and earnings

of the Group. Therefore, each year the bank determines the

amount of the dividends to be distributed to its shareholders on the

basis of the consolidated net profit, while maintaining the Group’s

objectives of capitalisation and taking into account that the

transactions of the Bank and of the rest of the Group are managed

on a consolidated basis (notwithstanding the allocation to each

company of the related net worth effect).

At the international level, the various banks and other subsidiaries,

joint ventures and associates of the Group are integrated in a

corporate structure comprising various holding companies which

are the ultimate shareholders of the banks and subsidiaries abroad.

The purpose of this structure, all of which is controlled Banco

Santander, is to optimise the international organisation from the

strategic, economic, financial and tax standpoints, since it makes it

possible to define the most appropriate units to be entrusted with

acquiring, selling or holding stakes in other international entities,

the most appropriate financing method for these transactions and

the most appropriate means of remitting the profits obtained by

the group’s various operating units to Spain.

The Appendices provide relevant data on the consolidated group

companies and on the companies accounted for using the equity

method.

#### b) Acquisitions and disposals

Following is a summary of the main acquisitions and disposals of

ownership interests in the share capital of other entities and other

significant corporate transactions performed in the last three years

or pending to be completed:

i. Agreement for the sale of

#### 49% of Santander Bank Polska

S.A. and accelerated placement of ordinary shares

On 5 May 2025, Banco Santander announced an agreement to sell

approximately 49% of the share capital of Santander Bank Polska

S.A. (Santander Polska) to Erste Group Bank AG at a price of 584

zlotys per share, as well as the 50% of Santander Towarzystwo

Funduszy Inwestycyjnych S.A. (TFI, the asset management

business in Poland) owned directly by Banco Santander, S.A., for a

total amount of approximately EUR 7,000 million. Following the

transaction and the accelerated placement of ordinary shares

announced on 2 December 2025, of 3,576,626 ordinary shares of

Santander Polska, representing approximately 3.5% of its share

capital, for a total import of EUR 407 million, Santander will hold

9.7% of Santander Polska's share capital (58.7% as of 31

December 2025). The transaction was completed on 9 January

2026 (see Note 1.g. Introduction, basis of presentation of the

consolidated annual accounts, and other information, subsequent

events).

As a result of the agreement, the Group has reclassified the assets

of Santander Polska and TFI in the consolidated balance sheet as of

31 December 2025, to the heading 'Non-current assets held for

sale', and their liabilities to the heading 'Liabilities associated with

non-current assets held for sale'. Furthermore, the effect of these

businesses on the profit and loss account for the 2025 financial

year has been classified under the heading 'Profit/(loss) after tax

from discontinued operations' (see Note 12), with the same

classification being applied for comparative purposes in the profit

and loss accounts for the 2024 and 2023 financial years.

As part of this transaction, on 23 December 2025, Santander

Consumer, S.A. acquired 60% of Santander Consumer Bank Polska,

which was owned by Santander Polska, for PLN 3,105 million (EUR

726 million). This transaction had no significant impact on the

Group's consolidated financial statements.

ii. Agreement for the acquisition of TSB Banking Group plc

On 1 July 2025, Banco Santander announced an agreement with

Banco de Sabadell, S.A. for the acquisition of TSB Banking Group

plc for approximately GBP 2,650 million (EUR 3,100 million) plus

the results generated by this business between 31 March 2025,

and the closing of the transaction.

The completion of the transaction is subject to the usual conditions

for this type of deal, including obtaining the relevant regulatory

authorizations.

iii. Agreement for the sale of the stake in Caceis

On 19 December 2024, Grupo Santander signed an agreement

with Crédit Agricole S.A. for the sale of its 30.5% stake in the share

capital of CACEIS. As a result of the above, as of 31 December

2024, this participation was reclassified, at its carrying value, from

the line item 'investments' to the line item 'Non-current assets

held for sale' in the balance sheet (see Note 6). The transaction

was formalized in 2025 after obtaining the relevant regulatory

approvals, generating a profit before taxes of EUR 231 million

registered in the line item 'Gains or losses on non-current assets

held for sale not classified as discontinued operations' of the

income statement. Following the completion of the planned

transaction, Crédit Agricole S.A. holds the 100% of CACEIS’s share

capital.

The joint depositary, custody and related asset servicing services of

Santander and CACEIS in Latin America is not included in the scope

of the transaction and continues to be jointly controlled by

Santander and CACEIS.

iv.

#### Accelerated placement of ordinary shares of Santander

#### Bank Polska

On 10 September 2024, Banco Santander, S.A. announced an

accelerated placement of 5,320,000 ordinary shares of its

subsidiary Santander Bank Polska S.A., representing approximately

5.2% of its share capital, at a price of PLN  463 (EUR 108) per

ordinary share. The transaction was settled on September 13, with

the total transaction amounting to PLN 2,463 million (EUR

575 million). Banco Santander will continue to hold a majority

stake in Santander Bank Polska S.A. of 62.2% of the share capital

(prior to this transaction, the percentage of participation was

67.4%).

This sale has resulted in an increase in reserves and valuation

adjustments of EUR 158 million and EUR 57 million, respectively,

and an increase in minority equity of EUR 360 million.

Annual report 2025669

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v. Tender offers for shares of Banco Santander México,

S.A., Institución de Banca Múltiple, Grupo Financiero

Santander México

On 21 October 2022, Banco Santander, S.A. ('Banco Santander')

announced that it intends to make concurrent cash tender offers to

acquire all of the shares of Banco Santander México, S.A.,

Institución de Banca Múltiple, Grupo Financiero Santander México

('Santander Mexico') in Mexico (Shares) and United States

(American Depositary Shares ('ADSs')) which were not owned by

Grupo Santander, which amount to approximately  3.76% of

Santander Mexico’s share capital.

The offers were launched on 7 February 2023 and were originally

scheduled to close on 8 March 2023. On 1 March 2023, Banco

Santander announced its decision to extend the expiration date of

the offers so that they could be concluded on 10 April 2023.

Finally, after the offers' closing, 3.6% of the capital accepted the

offer, which raised the Group's stake in Santander México from

96.2% to  99.8% .will be settled on 13 March 2023.

Shareholders who participated in the offerings received 24.52

Mexican pesos (approximately EUR 1.20)  per Share and USD

6.6876 in cash for each ADS (i.e., the equivalent in United States

dollars of  122.6 Mexican pesos in cash for each ADS at the US

dollar/Mexican peso exchange rate on the expiration date of 10

April 2023),which corresponded to the book value of the Santander

México share according to the quarterly report of Santander

México corresponding to the fourth quarter of the year 2022 in

accordance with applicable legislation, with a total disbursement

by Banco Santander of approximately EUR 300 million.

The operation led to an increase of EUR 13 million in Reserves and

a decrease of EUR  313 million in minority interests.

Once the offers were concluded and settled, Banco Santander

proceeded to: (i) withdraw the ADSs from the listing on the New

York Stock Exchange ('NYSE') and the Shares from the registry

before the Securities and Exchange Commission ('SEC') in the

United States and; (ii) cancel the registration of the Shares in the

National Securities Registry of the National Banking and Securities

Commission ('CNBV') and withdraw the listing of the Shares in the

Mexican Stock Exchange, S.A.B. de C.V. ('BMV'). Said cancellation

was approved by the extraordinary general shareholders' meeting

of Santander México held on 30 November 2022, with the

favourable vote of the holders of the shares that represent more

than  95% of the shares of Santander Mexico, as required by the

Mexican Securities Market Law.

Pursuant to Mexican law, on 12 May 2023, Banco Santander and

Santander México established a trust (the 'Repurchase Trust'), to

which the holders of the Shares that remain outstanding after the

conclusion of the offers, to sell said Shares to the repurchase trust,

at the same cash price that would have been paid to them in the

Mexican offer with respect to the same. At the end of the year, said

trust was liquidated and the Group's effective participation

amounts to 99.98%.

#### c) Offshore entities

Spanish regulation

According to current Spanish regulation (Law 11/2021, of 9 July;

Royal Decree 1080/1991, of 5 July; and Order HFP/115/2023, of 9

February), at year-end 2025 Grupo Santander has three branches

in the non-cooperative jurisdictions of Jersey, the Isle of Man and

the Cayman Islands (offshore entities). The Group also has a

subsidiary in Guernsey, which is in the process of being wound up

and is tax resident in the United Kingdom, and is therefore subject

to its tax regime.

i.

#### Offshore branches

As previously mentioned, Grupo Santander has three offshore

branches in the non-cooperative jurisdictions of the Cayman

Islands, the Isle of Man and Jersey. They report to, and consolidate

balance sheets and income statements with, their respective

foreign headquarters. They are taxed either with their

headquarters (the Cayman Islands branch in Brazil) or in the

territories they are located (Jersey and the Isle of Man, pertain to

the UK).

These three offshore branches have a total of 147  employees as of

December 2025.

ii. Subsidiaries in non-cooperative jurisdictions that are tax

#### resident in the United Kingdom

 (UK)

Grupo Santander also has a subsidiary incorporated in the non-

cooperative jurisdiction of Guernsey, which is not deemed an

offshore entity because it operated exclusively from the UK and is

tax resident there, and is therefore subject to UK tax law. This

subsidiary is in the process of being liquidated as of December 31,

2025.

Additionally, during 2025 a subsidiary incorporated in Bermuda

and tax resident in the United Kingdom, was liquidated.

iii. Other offshore holdings

From Brazil, Grupo Santander manages Santander Brazil Global

Investment Fund SPC, a segregated portfolio company located in

the Cayman Islands. The Group also holds minority, non-

controlling financial interests in entities located in non-cooperative

jurisdictions, including, among others, Klar Holdings Limited in the

Cayman Islands.

The European Union (EU)

Santander has no presence in any of the 11 jurisdictions included

on the EU Council’s blacklist of non-cooperative jurisdictions for tax

purposes as of 31 December 2025. Additionally, the EU grey list

comprises another 11 jurisdictions which have sufficiently

committed to fully adapting their legislation to international tax

standards, subject to monitoring by the EU. Within these grey-list

jurisdictions, Santander operates only in Morocco through one

subsidiary and holds a minority interest in a financial institution tax

resident in that jurisdiction.

Annual report 2025670

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Organization for Economic Cooperation and Development

(OECD)

Grupo Santander has no presence in any jurisdictions non-

compliant with both OECD standards on transparency and

exchange of information for tax purposes (the automatic exchange

of information AEOI standard and the exchange of information on

request EOIR standard), according to the last annual reports of the

OECD Global Forum on Transparency and Exchange of Information

for Tax Purposes, released on 2 December 2025.

However, Vietnam —a jurisdiction where Santander has a

subsidiary— does not comply with the EOIR standard. Meanwhile,

The Bahamas and Chile —jurisdictions where Santander is also

present—, although they have complete legal and regulatory

frameworks in place for the implementation of the AEOI standard,

they still need to improve the effectiveness of this standard.

Santander presence in offshore territories at the end of 2025 is as

follows:

Group presence in non-cooperative jurisdictions

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Regulatory framework | Group presence in non-  cooperative jurisdictions | |
| Subsidiaries | Branches |
| Spanish legislationa | — | 3b |
| Council of the EU blacklist | — | — |
| OECDc | — | — |
| 2025 | — | 3 |
| 2024 | — | 3 |

a Additionally, there is one  subsidiary constituted in Guernsey (in the process of

winding up), but resident for tax purposes in the UK.

b The Group has three branches in Jersey, the Isle of Man and the Cayman

Islands. These jurisdictions are not included in the European Union’s October

2025 blacklist and fully comply with both OECD international standards on

transparency and exchange of information for tax purposes (AEOI and EOIR).

c Jurisdictions non-compliant with both OECD standards (AEOI and EOIR).

Grupo Santander has the right mechanisms (risk management,

supervision, verification and review plans, and regular reporting) to

prevent reputational, tax and legal risks in entities resident in non-

cooperative jurisdictions. Grupo Santander also maintains its policy

of limiting and reducing its presence in non-cooperative

jurisdictions when possible.

PwC member firms audited the financial statements of Grupo

Santander’s offshore entities in 2025, 2024 and 2023.

4.

#### Distribution of Banco Santander's profit, shareholder remuneration scheme

#### and earnings per share

a) Distribution of Banco Santander's profit and

#### shareholder remuneration scheme

The distribution of the Bank's current annual results that the board

of directors will propose for approval by the shareholders at the

annual general meeting is as follows:

|  |  |
| --- | --- |
|  |  |
| EUR million |  |
| To dividends | 3,520 |
| Dividend paid at 31 DecemberA | 1,699 |
| Complementary dividend B | 1,821 |
| To voluntary reserves C | 7,593 |
| Net profit for the year | 11,113 |

A. Total amount paid as interim dividend, at the rate of EUR 11.5 fixed cents per

eligible share (recorded in 'Shareholders' equity - Interim dividends').

B. Fixed complementary dividend of EUR  12.5 gross cents per eligible share,

payable in cash as from  5 May 2026. The total amount has been estimated on

the assumption that, as a result of the partial implementation of the buyback

program announced on February 3, 2026, the number of the Bank's outstanding

shares eligible for the dividend will be 14,568,470,446 and that, as envisaged,

the capital increase submitted to the 2026 general meeting under item 6.C of

the agenda will not be executed before 5 May 2026. Therefore, the total

amount of the complementary dividend may be lower if more shares than

initially envisaged are acquired under the buy-back programme, or higher if

fewer shares are acquired under the buy-back programme or if the capital

increase submitted to this general meeting under item 6.C of the agenda is

executed before 5 May 2026.

C. Estimated amount corresponding to a complementary dividend of EUR

1,821,058,805.75 . To be increased or reduced by the same amount by which the

total amount of the final dividend is lower or higher, respectively, than its

estimated amount.

The transcribed proposal comprises the part of the 2025

shareholder remuneration policy that is implemented through cash

dividends (the interim dividend paid in November 2025 of EUR  11.5

cents per share with dividend entitlement, approved by the board

of directors on September 30, 2025, and the complementary

dividend expected to be paid as of  5 May 2026, of EUR  12.5  cents

per share with the dividend entitlement, proposed by the board of

directors on  24 February 2026, and therefore subject to approval

by the general meeting).

The remuneration policy also provides for shareholder

remuneration through the implementation of share buyback

programmes, to which an amount equivalent to  25%  of the

Group’s underlying profit will be allocated. The first programme

charged to 2025 results, amounting to approximately amount of

EUR 1,700  million, was completed between August 2025 and

December 2025. In addition, in 2025 Banco Santander announced

its objective of allocating at least EUR 10,000 million to share

buybacks in respect of 2025 and 2026 results and expected excess

capital. As part of this objective, on 4 February 2026 a second

buyback programme was launched for a maximum total amount of

EUR 5,030 million, of which EUR 1,830 million corresponds to an

amount equivalent to c.25% of the Group’s underlying profit in the

second half of 2025, and the remaining EUR 3,200 million

corresponds to c.50% of the capital released following completion

of the sale of the 49% stake in Santander Bank Polska. A capital

reduction resolution is also being submitted to the general meeting

to enable the cancellation of the treasury shares acquired under

this second buyback programme.

Annual report 2025671

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The accounting statement, prepared by the Bank pursuant to legal

requirements, evidencing the existence of sufficient liquidity for

the payment of the interim dividend on the date and for the

amount mentioned above, was as follows:

|  |  |
| --- | --- |
|  |  |
| EUR million | |
|  | 31 August 2025 |
| Profit before taxes | 6,193 |
| Tax expense | 635 |
| Dividends paid in cash | — |
| Distributable maximum amount | 5,558 |
| Available liquidity | 96,923 |

Finally, and although it does not form part of the remuneration

charged to the 2025 financial year, it is hereby stated that, in

execution of the resolution of the general meeting held on 4 April

2025, on 2 May 2025 the Bank paid a final cash dividend of EUR 11

cents per share charged to the results of the 2024 financial year.

Finally, also charged to the results of 2024, the Bank implemented

two  repurchase programs. The first of them for a maximum

amount of EUR 1,525 million, was completed in December 2024,

and the second, for a maximum amount of EUR  1,587  million, was

completed in June 2025.

b) Earnings/loss per share from continuing and

#### discontinued operations

i. Basic earnings / loss per share

Basic earnings/loss per share are calculated by dividing the net

profit attributable to the Group, adjusted by the after-tax amount

of the remuneration of contingently convertible preference shares

(PPCC) recognised in equity and the capital perpetual preference

shares (PPCA)  (see note 23) , if applicable, by the weighted average

number of ordinary shares outstanding during that period,

excluding the average number of own shares held through that

period.

Accordingly:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 | 2024 | 2023 |
| Profit (Loss) attributable  to the Parent (EUR  million) | 14,101 | 12,574 | 11,076 |
| Remuneration of PPCC  and PPCA (EUR million)  (note 23) | (622) | (620) | (492) |
|  | 13,479 | 11,954 | 10,584 |
| Of which: |  |  |  |
| Profit (Loss) from  discontinued  operations (non  controlling interest  net) (EUR million) | 962 | 822 | 717 |
| Profit (Loss) from  continuing  operations (non-  controlling interest  and PPCC and PPCA  net)  (EUR million) | 12,517 | 11,132 | 9,867 |
| Weighted average  number of shares  outstanding | 14,890,304,840 | 15,497,607,269 | 16,172,084,714 |
| Basic earnings (Loss)  per share (euros) | 0.905 | 0.771 | 0.654 |
| Of which, from  discounted operations  (euros) | 0.065 | 0.053 | 0.044 |
| Basic earnings (Loss)  per share from  continuing operations  (euros) | 0.840 | 0.718 | 0.610 |

Annual report 2025672

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ii. Diluted earnings / loss per share

Diluted earnings/loss per share are calculated by dividing the net

profit attributable to the Group, adjusted by the after-tax amount

of the remuneration of contingently convertible preference shares

recognised in equity (PPCC) recognised in equity and the capital

perpetual preference shares (PPCA) (see note 23) , by the weighted

average number of ordinary shares outstanding during the year,

excluding the average number of treasury shares and adjusted for

all the dilutive effects inherent to potential ordinary shares (share

options, and convertible debt securities).

Accordingly, diluted earnings/loss per share were determined as

follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 | 2024 | 2023 |
| Profit (Loss) attributable  to the Parent (EUR  million) | 14,101 | 12,574 | 11,076 |
| Remuneration of PPCC  and PPCA (EUR million)  (Note 23) | (622) | (620) | (492) |
| Dilutive effect of  changes in profit for the  period arising from  potential conversion of  ordinary shares | — | — | — |
|  | 13,479 | 11,954 | 10,584 |
| Of which: |  |  |  |
| Profit (Loss) from  discontinued  operations (net of  non-controlling  interests) (EUR  million) | 962 | 822 | 717 |
| Profit (Loss) from  continuing  operations (net of  non-controlling  interests and PPCC  and PPCA) (EUR  million) | 12,517 | 11,132 | 9,867 |
| Weighted average  number of shares  outstanding | 14,890,304,840 | 15,497,607,269 | 16,172,084,714 |
| Dilutive effect of  options/rights on shares | 85,269,647 | 70,110,570 | 75,180,407 |
| Adjusted number of  shares | 14,975,574,487 | 15,567,717,839 | 16,247,265,121 |
| Diluted earnings (Loss)  per share (euros) | 0.900 | 0.768 | 0.651 |
| Of which, from  discounted operations  (euros) | 0.064 | 0.053 | 0.044 |
| Diluted earnings (Loss)  per share from  continuing operations  (euros) | 0.836 | 0.715 | 0.607 |

5.

#### Remuneration and other benefits paid

to the Bank’s directors and senior

#### managers

The following section contains qualitative and quantitative

disclosures on the remuneration paid to the members of the board

of directors —both executive and non-executive directors— and

senior managers for  2025 and  2024.

#### a) Remuneration of Directors

i. Bylaw-stipulated emoluments

The annual general meeting held on 22 March 2013 approved an

amendment to the Bylaws, whereby the remuneration of directors

in their capacity as board members became an annual fixed

amount determined by the annual general meeting. This amount

shall remain in effect unless the shareholders resolve to change it

at a general meeting. However, the board of directors may elect to

reduce the amount in any years in which it deems such action

justified.

The maximum remuneration established by the annual general

meeting was EUR  6 million   in 2025 (EUR  6 million in 2024), with

two  components: (a) an annual emolument and (b) attendance

fees.

The specific amount payable for the above-mentioned items to

each of the directors is determined by the board of directors. For

such purpose, it takes into consideration the positions held by each

director on the board, their membership of the board and the board

committees and their attendance to the meetings thereof, and any

other objective circumstances considered by the board.

The total Bylaw-stipulated emoluments earned by the directors in

2025  amounted to EUR   5.3 million  (EUR  5.4 million  in  2024).

Annual report 2025673

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Annual allotment

For 2025, the board of directors, upon recommendation of the

remuneration committee, approved a 3% increase in the annual

allotments payable to the chair and members of the board and its

committees (including the executive committee), as well as to the

lead independent director and the non-executive Vice Chair .

Accordingly, each director received, in respect of 2024 and 2025,

the amounts corresponding to their service on the board and its

committees, with such amounts determined by the specific

position held, as detailed in the table below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Amount per director in euros | 2025 | 2024 |
| Members of the board of directors | 100,940 | 98,000 |
| Members of the executive committee | 175,100 | 170,000 |
| Members of the audit committee | 44,290 | 43,000 |
| Members of the appointments committee | 28,840 | 28,000 |
| Members of the remuneration committee | 28,840 | 28,000 |
| Members of the risk supervision, regulation and  compliance committee | 44,290 | 43,000 |
| Members of the responsible banking,  sustainability and culture committee | 28,840 | 28,000 |
| Members of the innovation and technology  committee | 28,840 | 28,000 |
| Chair of the audit committee | 72,100 | 70,000 |
| Chair of the appointments committee | 51,500 | 50,000 |
| Chair of the remuneration committee | 51,500 | 50,000 |
| Chair of the risk supervision, regulation and  compliance committee | 72,100 | 70,000 |
| Chair of the responsible banking, sustainability  and culture committee | 51,500 | 50,000 |
| Chair of the innovation and technology committee | 72,100 | 70,000 |
| Lead independent  directorA | 113,300 | 110,000 |
| Non-executive Vice Chair | 30,900 | 30,000 |

A. Glenn Hutchins has been allocated EUR 700,000   (including annual allowances

and attendance fees) in minimum total annual pay set for the required time and

dedication to perform his roles.

Attendance fees

The directors receive fees for attending board and committee

meetings, excluding executive committee meetings, where no

attendace fees are received.

In line with the adjustment to the annual allotments, the board of

directors approved a 3%  increase for 2025 in attendance fees

compared with 2024.

Accordingly, attendance fees for meetings of the board and its

committees (with the exception of the Executive Committee, for

which no attendance fees are payable) amounted, for the last two

years, to the totals set out in the table below:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Attendance fees per director per meeting in euros | 2025 | 2024 |
| Board of directors | 2,785 | 2,704 |
| Audit committee and risk supervision, regulation  and compliance committee | 1,821 | 1,768 |
| Other committees (excluding executive committee) | 1,606 | 1,560 |

ii. Salaries

The executive directors receive salaries. In accordance with the

policy approved by the annual general meeting, salaries are

composed of a fixed annual remuneration and a variable one,

which consists in a unique incentive, which is a deferred variable

remuneration plan linked to multi-year objectives, which

establishes the following payment scheme:

• 40% of the variable remuneration amount, determined at year-

end on the basis of the achievement of the established

objectives, is paid immediately.

• The remaining 60% is deferred over five years, provided that the

conditions of permanence in the Group and non-concurrence of

the malus clauses are met, and subject to long term metrics,

taking into account the following accrual scheme:

– The accrual of the first and second portion (20% of total

variable compensation, paid in 2027 and 2028)  will be

conditional on none of the malus clauses being triggered.

– The accrual of the third, fourth and fifth portion (40% of total

variable compensation and paid in 2029, 2030 and 2031), is

linked to objectives related to the period 2025—2027 and

the metrics and scales associated with these objectives. The

fulfilment of the objectives determines the percentage to be

paid of the deferred amount in these three annuities, and

these targets can reduce these amounts and the number of

deferred instruments, or increase them up to a maximum

achievement ratio of 125%, so executives have the incentive

to exceed their targets.

In accordance with current remuneration policies, the amounts

already paid will be subject to a possible recovery (clawback) by

the Bank during the period set out in the policy in force at each

moment.

Payment of the approved incentive is paid  40%  in cash and the

remaining  60% in instruments, consisting of Banco Santander

shares and restricted stock units (RSUs) of PagoNxt, split as:

◦ the amount of PagoNxt RSUs set for each year; and

◦ the rest, all in shares of Banco Santander.

Comparative of executive remuneration (Chair and CEO)

The target bonus of the Executive Chair and the CEO for 2025

remains unchanged compared to 2024.

Variable contributions to pensions were not modified in 2025, so

the amounts are the 22% of the 30% of the last three assigned

bonus' average.

In assessing individual performance, the Board considered the

Grupo Santander’s strong results for 2025, reflecting continued

delivery of our strategic plan. Attributable profit reached EUR

14,101 million in 2025, up 12% year-on-year (or +16% in constant

euros), with a TSR during the year of 132% (+60% in relative terms

vs. our peer group).

The Board also evaluated the leadership of the Executive Chair and

the Chief Executive Officer in delivering these results and

advancing the Group’s strategic priorities. Taking these factors into

account, it determined that both executives achieved an

'Exceptional' level of performance and approved the corresponding

variable remuneration.

Moreover, the ratio of executive directors’ total remuneration to

underlying attributable profit fell to 0.17% from 0.18% in 2024.

Annual report 2025674

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

iii. Detail by director

The detail, by bank director, of the short-term (immediate) and deferred (not subject to long-term goals) remuneration for 2025 and  2024 is

provided below:

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| EUR thousand | | | | | | | | | |
|  | 2025 | | | | | | | | |
| Bylaw-stipulated emoluments | | | | | | | | |
| Annual emolument | | | | | | | | |
| BoardF | Executive  committee | Audit  committee | Nomination  committee | Remuneration  committee1 | Risk  supervision,  regulation  and  compliance  oversight  committee2 | Responsible  banking,  sustainability  and culture  committee | Innovation  and  technology  committee | Attendance  fees and  commissions |
|  | | | | | | | | | |
|  | | | | | | | | | |
| Ana Botín | 101 | 175 | — | — | — | — | — | 29 | 44 |
| Héctor Grisi | 101 | 175 | — | — | — | — | — | 29 | 44 |
| José Antonio  Álvarez | 132 | 175 | — | — | — | 44 | — | 29 | 67 |
| Glenn Hutchins | 412 | — | — | 29 | 80 | — | — | 101 | 78 |
| Homaira Akbari | 101 | — | 44 | — | — | — | 29 | 29 | 81 |
| Javier BotínA | 101 | — | — | — | — | — | — | — | 36 |
| Sol Daurella | 101 | — | — | 29 | 29 | — | 80 | — | 75 |
| Henrique de Castro | 101 | — | 44 | — | 29 | — | — | 29 | 80 |
| Gina Díez | 101 | — | — | 29 | — | — | 29 | — | 63 |
| Luis Isasi | 101 | 175 | — | — | 29 | 44 | — | — | 74 |
| Belén Romana | 101 | 175 | 44 | 80 | — | 44 | — | 29 | 107 |
| Pamela Walkden | 101 | — | 44 | — | — | 116 | 29 | — | 93 |
| Germán de la  Fuente | 101 | — | 116 | — | — | 44 | — | — | 83 |
| Carlos Barrabés B | 101 | — | — | 29 | — | — | 29 | 29 | 71 |
| Antonio WeissC | 101 | — | — | — | 29 | — | — | — | 50 |
| Bruce Carnegie-  Brown  D | — | — | — | — | — | — | — | — | — |
| Ramiro MatoE | — | — | — | — | — | — | — | — | — |
| Total 2025 | 1,857 | 875 | 292 | 196 | 196 | 292 | 196 | 304 | 1,047 |
| Total 2024 | 1,791 | 933 | 306 | 183 | 168 | 263 | 190 | 280 | 1,240 |

A. All amounts received were reimbursed to Fundación Botín.

B. Director and member of the nomination committee, responsible banking, sustainability and culture committee and innovation and technology committee since 27 June

2024.

C. Director since 27 June 2024.

D. Stepped down as director on 22 March 2024.

E. Stepped down as director on 27 June 2024.

F. Also includes emoluments for other roles in the board.

Changes in the chairship or membership of the committees:

1. Antonio Weiss was appointed member of the remuneration committee on 1 January 2025.

2. José Antonio Álvarez was appointed member of the risk supervision, regulation and compliance oversight committee on 1 January 2025.

Other remuneration includes EUR  1,000 thousand for the role as non-executive Chair of the Santander España business unit and for attending its board and committee

meetings for Luis Isasi. For José Antonio Álvarez, this amount includes remuneration as strategic advisor of Grupo Santander, life and health insurance contributions (EUR

678 thousand) and part of the former supplement for having waived the death and disability policy (EUR 12 thousand).

Annual report 2025675

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | 2025 | | | | | | | | |  | 2024 |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | Short-term and deferred (not subject to long-term goals) salaries of  executive directors | | | | | |  |  |  |  |  |
|  |  |  |  |  |  |
|  | Fixed | Variable - immediate  payment | | Deferred variable | |  |  |  |  |  |  |
|  | In cash | In  instruments | In cash | In  instruments | Total | Pension  contribution | Other  remuneration | Total |  | Total |
| Ana Botín | 3,435 | 2,003 | 2,003 | 1,001 | 1,002 | 9,444 | 1,341 | 843 | 11,977 |  | 12,127 |
| Héctor Grisi | 3,150 | 1,384 | 1,384 | 692 | 692 | 7,302 | 1,120 | 718 | 9,489 |  | 9,137 |
| José Antonio Álvarez | — | — | — | — | — | — | — | 2,440 | 2,887 |  | 3,698 |
| Glenn Hutchins | — | — | — | — | — | — | — | — | 700 |  | 700 |
| Homaira Akbari | — | — | — | — | — | — | — | — | 284 |  | 285 |
| Javier Botín A | — | — | — | — | — | — | — | — | 137 |  | 144 |
| Sol Daurella | — | — | — | — | — | — | — | — | 314 |  | 292 |
| Henrique de Castro | — | — | — | — | — | — | — | — | 283 |  | 300 |
| Gina Díez | — | — | — | — | — | — | — | — | 222 |  | 225 |
| Luis Isasi | — | — | — | — | — | — | — | 1,000 | 1,423 |  | 1,440 |
| Belén Romana | — | — | — | — | — | — | — | — | 581 |  | 599 |
| Pamela Walkden | — | — | — | — | — | — | — | — | 383 |  | 381 |
| Germán de la Fuente | — | — | — | — | — | — | — | — | 344 |  | 338 |
| Carlos BarrabésB | — | — | — | — | — | — | — | — | 259 |  | 128 |
| Antonio Weiss  C | — | — | — | — | — | — | — | — | 180 |  | 72 |
| Bruce Carnegie-  Brown  D | — | — | — | — | — | — | — | — | — |  | 78 |
| Ramiro Mato E | — | — | — | — | — | — | — | — | — |  | 271 |
| Total 2025 | 6,585 | 3,387 | 3,387 | 1,693 | 1,694 | 16,746 | 2,461 | 5,001 | 29,462 |  | — |
| Total 2024 | 6,585 | 3,130 | 3,130 | 1,877 | 1,879 | 16,601 | 2,444 | 5,815 | — |  | 30,214 |

Footnotes in previous table.

Annual report 2025676

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Following is the detail by executive director of the salaries linked to

multi-year objectives at their fair Value, which will only be received

if the conditions of permanence in the Group, non-applicability of

malus clauses and achievement of the established objectives are

met (or, as the case may be, of the minimum thresholds thereof,

with the consequent reduction of amount agreed-upon at the end

of the year) in the terms described in Note 46.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR thousand | | | | | |
|  | 2025 | | | | 2024 |
|  | Variable subject to long-  term  objectives  1 | | |  |  |
|  | In cash | In  shares | In RSUs | Total | Total |
| Ana Botín | 701 | 1,893 | 210 | 2,804 | 2,332 |
| Héctor Grisi | 484 | 1,277 | 176 | 1,938 | 1,611 |
| Total | 1,185 | 3,170 | 386 | 4,742 | 3,943 |

1. Corresponds with the fair value of the maximum amount they are entitled to in

a total of  3 years: 2029, 2030 and 2031, subject to conditions of continued

service, with the exceptions provided, and to the non-applicability of malus

clauses and achievement of the objectives established . The face value of the

three aforementioned deferred amounts is EUR 6,774 thousand for 2025 (EUR

4,006 thousand for Ana Botín and EUR 2,768 thousand for Héctor Grisi).

The fair value has been determined at the grant date based on the

valuation report of an independent expert, Willis Towers Watson.

Based on the design of the plan for 2025 and the levels of

achievement of similar plans in comparable entities, the fair value

considered is 70% of the variable remuneration subject to long-

term objectives. (see note 46).

Note 5.e below includes disclosures on the shares delivered from

the deferred remuneration schemes in place in previous years and

for which delivery conditions were met, as well as on the

maximum number of shares that may be received in future years in

connection with the aforementioned 2025 and 2024 variable

remuneration plans.

#### b) Remuneration of the board members as

#### representatives of the Bank

By resolution of the executive committee, all the remuneration

received by the Bank’s directors who represent the Bank on the

boards of directors of listed companies in which the Bank has a

stake, paid by those companies and relating to appointments made

on or after 18 March   2002 , accrues to the Group. In  2025 the

Bank’s directors did not receive any remuneration in respect of

these representative duties.

On the other hand, in their personal capacity, in 2025  Homaira

Akbari was paid USD   100 thousand (EUR  85 thousand )  as member

of the board of Santander Consumer USA Holdings, Inc. and EUR

200 thousand as member of the board of PagoNxt S.L., and José

Antonio Álvarez and Henrique de Castro were each paid the same

EUR 200 thousand as members of the board of PagoNxt S.L.

(Henrique de Castro also received EUR 15 thousand as member of

the nomination committee of PagoNxt, S.L.). Likewise, Pamela

Walkden was paid GBP 100 thousand (EUR  115 thousand ) as

member of Santander UK plc and Santander UK Group Holdings;

and Belén Romana EUR 157 thousand as member of the Board of

Santander Insurance, S.L.

Likewise, Luis Isasi was paid EUR 1,000 thousand as non-executive

Chair of the Santander España business unit and for attending its

board and committee meetings (amounts paid by Banco

Santander, S.A.).

And finally, José Antonio Álvarez, as strategic adviser of Grupo

Santander, received fixed remuneration of EUR 1,750 thousand. In

addition, he received the life and health insurance contributions,

and the part of the former supplement for having waived the death

and disability policy.

#### c) Post-employment and other long-term

#### benefits

In 2012, the contracts of Ana Botín and other members of the

Bank's senior management with defined benefit pension

commitments were modified to transform these commitments into

a defined contribution system, which covers the contingencies of

retirement, disability and death. From that moment on, the Bank

makes annual contributions to their pension system for their

benefit.

This system gives them the right to receive benefits upon

retirement, regardless of whether or not they are active at the

Bank at such time, based on contributions to the system, and

replaced their previous right to receive a pension supplement in the

event of retirement.

The initial balance for Ana Botín in the new defined benefits

system corresponded to the market value of the assets from which

the provisions corresponding to the respective accrued obligations

had materialised on the date on which the old pension

commitments were transferred into the new benefits system.

Since  2013, the Bank has made annual contributions to the

benefits system for executive directors and other members of

executive team, in proportion to their respective pensionable

bases, until they leave Grupo Santander or until their retirement

within the Group, death, or disability.

The benefit plan system is outsourced to Santander Seguros y

Reaseguros, Compañía Aseguradora, S.A., and the economic rights

of the foregoing directors under this plan belong to them

regardless of whether or not they are active at the Bank at the time

of their retirement, death or disability.

In accordance with the provisions of the remuneration regulations,

contributions made calculated on variable remuneration are

subject to the discretionary pension benefits regime. Under this

regime, contributions are subject to malus clauses and clawback

according to the policy in force at any given time and during the

same period in which the variable remuneration is deferred.

Furthermore, they must be invested in bank shares for a period of

five years from the date when the executive director leaves the

Group, regardless of whether or not they leave to retire. Once that

period has elapsed, the amount invested in shares will be

reinvested, along with the remainder of the cumulative balance

corresponding to the executive director, or it will be paid to the

executive director or to their beneficiaries in the event of a

contingency covered by the benefits system.

Annual report 2025677

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As per the director´s remuneration policy approved at the 23 March

2018 general shareholder´s meeting, the system was changed with

a focus on:

• Aligning the annual contributions with practices of comparable

institutions.

• Reducing future liabilities by eliminating the supplementary

benefits scheme in the event of death (death of spouse or parent)

and permanent disability of serving directors.

• Not increasing total costs for the Bank.

The changes to the system were the following:

• Fixed and variable pension contributions were reduced to 22% of

the respective pensionable bases. The gross annual salaries and

the benchmark variable remuneration were increased in the

corresponding amount with no increase in total costs for the

Bank. The pensionable base for the purposes of the annual

contributions for the executive directors is the sum of fixed

remuneration plus  30% of the average of their last  three  variable

remuneration amounts. This means complying with Circular

2/2016 of the Bank of Spain, standard 41, on pension benefits, by

which a part of not less than 15% of the total contribution must

be based on variable components.

• The death and disability supplementary benefits were eliminated

since 1 April 2018. A fixed remuneration supplement (included in

other remuneration in section a.iii in this note) was implemented

the same date. During 2025, this fixed remuneration supplement

has expired both for Ana Botín and José Antonio Álvarez, in line

with the age of 65 initially set at the time this remuneration

component was approved.

• The total amount insured for life and accident insurance was

increased.

The provisions recognised in 2025  and 2024 for retirement

pensions were as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR thousand | | |
|  | 2025 | 2024 |
| Ana Botín | 1,341 | 1,339 |
| Héctor Grisi | 1,120 | 1,105 |
| Total | 2,461 | 2,445 |

Following is a detail of the balances relating to each of the

directors under the welfare system as of  31 December 2025 and

2024:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR thousand | | |
|  | 2025 | 2024 |
| Ana Botín | 65,027 | 54,731 |
| Héctor Grisi | 2,033 | 1,299 |
| José Antonio Álvarez | 23,178 | 20,326 |
| Total | 90,238 | 76,356 |

#### d) Insurance

The Group pays for life insurance policies for the Bank’s directors,

who will be entitled to receive benefits if they are declared

disabled. In the event of death, the benefits will be payable to their

heirs. The premiums paid by the Group are included in the 'Other

remuneration' column of the table shown in Note 5.a.iii above.

Also, the following table provides information on the sums insured

for the Bank’s directors:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Insured capital | | |
| EUR thousand |  | |
|  | 2025 | 2024 |
| Ana Botín | 20,659 | 21,525 |
| Héctor Grisi | 12,600 | 12,600 |
| José Antonio Álvarez | 10,500 | 11,215 |
| Total | 43,759 | 45,340 |

The insured capital has been modified in 2018 for Ana Botín  as

part of the pension systems transformation set out in note 5.c)

above, which has encompassed the elimination of the

supplementary benefits systems (death of spouse and death of

parent) and the increase of the life and accident insurance

annuities.

During 2025 and 2024, the Group has disbursed a total amount of

EUR 8.3 million and EUR 13.5 million, respectively, for the payment

of civil-liability insurance premiums. These premiums correspond

to several civil-liability insurance policies that hedge, among

others, directors, senior management and other managers and

employees of the Group and the Bank itself, as well as its

subsidiaries, in light of certain types of potential claims of third

parties. For this reason, it is not possible to disaggregate or

individualize the amount that correspond to the directors and

executives.

As of 31 December 2025 and 2024, no life insurance commitments

exist for the Group in respect of any other directors.

Annual report 2025678

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### e) Deferred variable remuneration systems

The following information relates to the maximum number of

shares to which the executive directors are entitled at the

beginning and end of 2025 and 2024 due to their participation in

the deferred variable remuneration systems, which instrumented a

portion of their variable remuneration relating to 2025 and prior

years, as well as on the deliveries, in shares or in cash, made to

them in 2025 and 2024 once the conditions for the receipt thereof

had been met (see Note 46):

i)

#### Deferred variable compensation plan linked to multiannual objectives

In the annual shareholders meeting of 18 March 2016, with the

aim of simplifying the remuneration structure, improving the ex-

ante risk adjustment and increasing the incidence of long-term

objectives, the bonus plan (deferred and conditioned variable

compensation plan) and ILP were replaced by one single plan.

The variable remuneration of executive directors and certain

executives (including senior management) corresponding to 2025

has been approved by the board of directors and implemented

through the tenth cycle of the deferred variable remuneration plan

linked to multi-year objectives. The application of the plan was

authorised by the annual general meeting of shareholders, as it

entails the delivery of shares to the beneficiaries.

As indicated in section a.ii of this note,  60% of the variable

remuneration amount is deferred over five years for executive

directors, to be paid, where appropriate, provided that the

conditions of permanence in the Group, according to the following

accrual scheme:

• The accrual of the first and second parts (instalments in 2027

and 2028)  is conditional on none of the malus clauses being

triggered.

• The accrual of the third, fourth and fifth parts (instalments in

2029, 2030 and 2031) is linked to non-concurrence of malus

clauses and the fulfilment of certain objectives related to the

2025‑ 2027 period. These objectives and their respective weights

are:

– Banco Santander’s consolidated Return on tangible equity

(RoTE) target in 2027 (weight of 30%).

– Relative performance of Banco Santander's total shareholder

return (TSR) in 2025-2027 in respect of the weighted TSR of a

peer group comprising 9 credit institutions, with the

appropriate TSR ratio based on the group’s TSR among its

peers (weight of 50%).

– Four sustainability metrics, which have different weighting

(with a total weight of 20%).

The degree of compliance with the above objectives determines

the percentage to be applied to the deferred amount in these three

annuities, with a maximum achievement ratio of 125%, so

executives have the incentive to exceed their targets.

Both the immediate payment and the two first deferrals (short-

term part) are paid 50% in cash and the remaining 50% in

instruments. The last three deferrals (conditioned to long-term

metrics) are paid 25% in cash and 75% in instruments.

The accrual of deferred amounts (whether or not subject to

performance measures) is conditioned, in addition to the

permanence of the beneficiary in the Group, to non-occurrence,

during the period prior to each of the deliveries, of any the

circumstances giving rise to the application of malus as set out in

the Group’s remuneration policy in its chapter related to malus and

clawback. Likewise, the amounts already paid of the incentive will

be subject to clawback by the Bank in the cases and during the

term foreseen in said policy,  and in accordance with the terms and

conditions foreseen in it.

Malus and clawback clauses are triggered by poor financial

performance of Banco Santander, a division or area, or exposures

from staff as a result of an executive(s)’s management of, at least,

one of these factors:

i. Significant failures in risk management committed by the

entity, or by a business unit or risk control.

ii. The increase suffered by the entity or by a business unit of its

capital needs, not foreseen at the time of generation of the

exposures.

iii. Regulatory sanctions or judicial sentences from events that

could be attributable to the unit or the personnel responsible

for those. Also, the breach of internal codes of conduct of the

entity.

iv. Irregular conduct, whether individual or collective. In this

regard, the negative effects derived from the marketing of

inappropriate products and the responsibilities of the people or

bodies that made those decisions will be specially considered.

In addition to the existing policy on malus and clawback clauses of

our remuneration policy, the addendum to our remuneration policy

entitled 'Financial Statement Restatement Compensation'

regulates the recoupment of compensation received by the

executive directors of Banco Santander, S.A., and senior

management, in the event of a financial restatement (according to

the regulation) resulting from material noncompliance with

financial reporting requirements under US federal securities laws.

The maximum amount of shares to be delivered under the plan is

within the maximum amount of the award to be delivered in shares

(EUR 11.5 million) approved at the 2025 AGM for executive

directors. At its meeting on 25 November 2025 and pursuant to the

powers granted by shareholders at the 2025 AGM, the board

agreed to amend the calculation period used to determine the

number of shares to be delivered from 50 to 30 trading sessions

(under no circumstances may the number of shares exceed the

maximum approved at the AGM), as the board considered that this

better reflects market practice and enables us to offset share price

volatility. Thus, the number of shares to be delivered under the

2025 policy has been calculated with the weighted average daily

volume of weighted average listing prices of Banco Santander

shares in the 30 trading sessions prior to the Friday (not inclusive)

before 4 February 2025 (the date on which the board approved the

2025 bonus for executive directors), which was EUR 10.261 per

share. According to an independent experts' valuation, the price

per PagoNxt, S.L. RSU equals EUR 61.07.

Annual report 2025679

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

ii)

#### Shares assigned by deferred variable remuneration plans

The following table shows the number of Santander shares

assigned to each director already in service and pending delivery as

of 1 January 2024, 31 December 2024 and 31 December 2025, as

well as the gross shares that were delivered to them in 2024 and

2025, either in the form of an immediate payment or a deferred

payment. In this case after having been appraised by the board, at

the proposal of the remuneration committee, that the

corresponding one-fifth of each plan had accrued. They come from

the deferred conditional and linked to multi-year objectives in

2019, 2020, 2021, 2022, 2023, 2024 and 2025 were formalized.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Share-based variable  remuneration |  |  |  |  |  |  |  |
|  | Maximum  number of shares  to be delivered at  January 1,2024 | Shares delivered  in 2024  (immediate  payment 2023  variable  remuneration) | Shares delivered  in 2024  (deferred  payment 2022  variable  remuneration) | Shares delivered  in 2024  (deferred  payment 2021  variable  remuneration) | Shares delivered  in 2024  (deferred  payment 2020  variable  remuneration) | Shares delivered  in 2024  (deferred  payment 2019  variable  remuneration) | Variable  remuneration  2024  (Maximum  number of  shares to be  delivered) |
| 2019 variable remuneration |  |  |  |  |  |  |  |
| Ana Botín | 70,905 | — | — | — | — | (35,452) | — |
| José Antonio Álvarez | 47,386 | — | — | — | — | (23,693) | — |
|  | 118,290 | — | — | — | — | (59,145) | — |
| 2020 variable remuneration |  |  |  |  |  |  |  |
| Ana Botín | 93,146 | — | — | — | (31,049) | — | — |
| José Antonio Álvarez | 50,594 | — | — | — | (16,865) | — | — |
|  | 143,740 | — | — | — | (47,914) | — | — |
| 2021 variable remuneration |  |  |  |  |  |  |  |
| Ana Botín | 710,698 | — | — | (177,675) | — | — | — |
| José Antonio Álvarez | 479,644 | — | — | (119,911) | — | — | — |
|  | 1,190,342 | — | — | (297,586) | — | — | — |
| 2022 variable remuneration |  |  |  |  |  |  |  |
| Ana Botín | 358,419 | — | (62,334) | — | — | — | — |
| José Antonio Álvarez | 241,954 | — | (42,079) | — | — | — | — |
|  | 600,374 | — | (104,413) | — | — | — | — |
| 2023 variable remuneration |  |  |  |  |  |  |  |
| Ana Botín | 1,127,209 | (469,286) | — | — | — | — | — |
| Héctor Grisi | 749,143 | (321,645) | — | — | — | — | — |
|  | 1,876,352 | (790,931) | — | — | — | — | — |
| 2024 variable remuneration |  |  |  |  |  |  |  |
| Ana Botín | — | — | — | — | — | — | 976,463 |
| Héctor Grisi | — | — | — | — | — | — | 656,033 |
|  | — | — | — | — | — | — | 1,632,496 |
| 2025 variable remuneration 1 |  |  |  |  |  |  |  |
| Ana Botín | — | — | — | — | — | — | — |
| Héctor Grisi | — | — | — | — | — | — | — |
|  | — | — | — | — | — | — | — |

1. For each director, 40% of the shares indicated correspond to the short-term variable (or immediate payment). The remaining 60% is deferred for delivery, where

appropriate, in the next five years, the last three being subject to the fulfilment of multiannual objectives. Maximum opportunity subject to regulatory ratio compliance.

Annual report 2025680

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
| Maximum  number of  shares to be  delivered at  December 31,  2024 | Instruments  matured but  not  consolidated  at January 1,  2025  2 | Shares  delivered in  2025  (immediate  payment 2024  variable  remuneration) | Shares  delivered in  2025  (deferred  payment 2023  variable  remuneration) | Shares  delivered in  2025  (deferred  payment 2022  variable  remuneration) | Shares  delivered in  2025  (deferred  payment 2021  variable  remuneration) | Shares  delivered in  2025  (deferred  payment 2020  variable  remuneration) | Shares  delivered in  2025 (deferred  payment 2019  variable  remuneration) | Variable  remuneration  2025  (Maximum  number of  shares to be  delivered) | Maximum  number of  shares to be  delivered at  December  31, 2025 |
|  |  |  |  |  |  |  |  |  |  |
| 35,452 | — | — | — | — | — | — | (35,452) | — | — |
| 23,693 | — | — | — | — | — | — | (23,693) | — | — |
| 59,145 | — | — | — | — | — | — | (59,145) | — | — |
|  |  |  |  |  |  |  |  |  |  |
| 62,097 | — | — | — | — | — | (31,049) | — | — | 31,048 |
| 33,729 | — | — | — | — | — | (16,865) | — | — | 16,864 |
| 95,826 | — | — | — | — | — | (47,914) | — | — | 47,912 |
|  |  |  |  |  |  |  |  |  |  |
| 533,023 | (44,774) | — | — | — | (162,750) | — | — | — | 325,499 |
| 359,733 | (30,218) | — | — | — | (109,838) | — | — | — | 219,677 |
| 892,756 | (74,992) | — | — | — | (272,588) | — | — | — | 545,176 |
|  |  |  |  |  |  |  |  |  |  |
| 296,085 | — | — | — | (62,334) | — | — | — | — | 233,751 |
| 199,875 | — | — | — | (42,079) | — | — | — | — | 157,796 |
| 495,961 | — | — | — | (104,413) | — | — | — | — | 391,548 |
|  |  |  |  |  |  |  |  |  |  |
| 657,923 | — | — | (114,421) | — | — | — | — | — | 543,502 |
| 427,498 | — | — | (74,347) | — | — | — | — | — | 353,151 |
| 1,085,421 | — | — | (188,768) | — | — | — | — | — | 896,653 |
|  |  |  |  |  |  |  |  |  |  |
| 976,463 | — | (404,447) | — | — | — | — | — | — | 572,016 |
| 656,033 | — | (279,480) | — | — | — | — | — | — | 376,553 |
| 1,632,496 | — | (683,927) | — | — | — | — | — | — | 948,569 |
|  |  |  |  |  |  |  |  |  |  |
| — | — | — | — | — | — | — | — | 602,746 | 602,746 |
| — | — | — | — | — | — | — | — | 408,159 | 408,159 |
| — | — | — | — | — | — | — | — | 1,010,904 | 1,010,904 |

2. The levels of achievement of the multi-year metrics of the long-term variable remuneration plans:

1) Seventh cycle of the deferred multi-year objectives variable remuneration plan (2022): 115.2% of achievement for the period 2022-2024.

a. RoTE metric for 2024 year-end period at 150%. Weight of 40.0%.

b. Relative TSR metric in 2022-2024 period at 83% of achievement. Weight of 40.0%.

c. Sustainability metrics at 25% of achievement. Weight of 20.0%.

2) Sixth cycle of the deferred multi-year objectives variable remuneration plan (2021): 91.6% of achievement for the period 2021- 2023.

a. CET1 metric at 100%  of achievement for 2023 year-end period (target 12.00%). Weight of 33.3%.

b. Underlying BPA growth at 150% of achievement (target growth of 100%). Weight of 33.3%.

c. TSR metric at 25% of achievement (target of 33 to 66 percentile). Weight of 33.3%.

3) Fifth cycle of the deferred multi-year objectives variable remuneration plan (2020): 83.0% of achievement for the period 2020-2022.

a. CET1 metric at 100% of achievement for 2022 year-end period (target 12.00%). Weight of  33.3%.

b. Underlying BPA growth at 150% of achievement (target growth of 10%). Weight of 33.3%.

c. TSR metric at 0% of achievement (minimum target of 33% not reached). Weight of 33.3%

Furthermore, the maximum number of  RSUs of PagoNxt, S.L. to be

delivered under the current plan (and subject to regulatory ratio

compliance) is 9,415 and 7,909 units for Ana Botín and Héctor

Grisi, respectively.

Annual report 2025681

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|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

In addition, the table below shows the cash delivered in 2025 and

2024, by way of either immediate payment or deferred payment,

in the latter case once the Board had determined, at the proposal

of the remuneration committee, that one deferral relating to each

plan had accrued:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR thousand |  | | | | |
|  | 2025 | |  | 2024 | |
|  | Cash paid (immediate  payment 2024  variable  remuneration) | Cash paid (deferred  payments from 2023,  2022, 2021 and 2020  variable  remuneration) |  | Cash paid (immediate  payment 2023  variable  remuneration) | Cash paid (deferred  payments from 2022,  2021, 2020 and 2019  variable  remuneration) |
| Ana Botín | 1,851 | 1,759 |  | 1,780 | 1,419 |
| Héctor Grisi | 1,279 | 366 |  | 1,220 | 863 |
| José Antonio Álvarez | — | 815 |  | — | 945 |
| Total | 3,130 | 2,940 |  | 3,000 | 3,228 |

#### iii)

#### Information on former members of the board of directors

The chart below includes  information on the maximum number of

shares to which former members of the board of directors, are

entitled for their participation in the various deferred variable

remuneration systems, which instrumented a portion of their

variable remuneration relating to the years in which they were

executive directors. Also set forth below is information on the

deliveries, whether in shares or in cash, made in 2025 and 2024 to

former board members, upon achievement of the conditions for

the receipt thereof (see note 46):

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Maximum number of shares to be delivered |  |  |
|  | 2025 | 2024 |
| Deferred conditional variable remuneration plan and linked to objectives (2019) | — | 24,490 |
| Deferred conditional variable remuneration plan and linked to objectives (2020) | 35,511 | 71,024 |
| Deferred conditional variable remuneration plan and linked to objectives (2021) | 137,400 | 206,100 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Number of shares delivered |  |  |
|  | 2025 | 2024 |
| Deferred conditional variable remuneration plan and linked to objectives (2018) | — | 29,860 |
| Deferred conditional variable remuneration plan and linked to objectives (2019) | 24,490 | 24,490 |
| Deferred conditional variable remuneration plan and linked to objectives (2020) | 35,512 | 35,512 |
| Deferred conditional variable remuneration plan and linked to objectives (2021) | 68,700 | 12,911 |

In addition, EUR 724 thousand and EUR 650 thousand relating to

the deferred portion payable in cash of the aforementioned plans

were paid each in 2025 and 2024.

Annual report 2025682

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### f) Loans

Grupo Santander’s direct risk exposure to the bank’s directors and

the guarantees provided for them are detailed below. These

transactions were made on terms equivalent to those that prevail

in arm’s-length transactions or the related compensation in kind

was recognized:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR thousand | | | | | | | |
|  | 2025 | | |  | 2024 | | |
|  | Loans and  credits | Guarantees | Total |  | Loans and  credits | Guarantees | Total |
| Ana Botín | 3 | — | 3 |  | — | — | — |
| Héctor Grisi | — | — | — |  | — | — | — |
| José Antonio Álvarez | — | — | — |  | — | — | — |
| Glenn Hutchins | — | — | — |  | — | — | — |
| Antonio Francesco Weiss  B | — | — | — |  | — | — | — |
| Belén Romana | — | — | — |  | — | — | — |
| Bruce Carnegie-Brown   A | — | — | — |  | — | — | — |
| Germán de la Fuente | — | — | — |  | — | — | — |
| Gina Díez Barroso | — | — | — |  | 5 | — | 5 |
| Henrique de Castro | — | — | — |  | — | — | — |
| Homaira Akbari | — | — | — |  | — | — | — |
| Javier Botín | — | — | — |  | — | — | — |
| Juan Carlos Barrabés    C | 137 | — | 137 |  | 138 | — | 138 |
| Luis Isasi | — | — | — |  | — | — | — |
| Pamela Walkden | — | — | — |  | — | — | — |
| Ramiro Mato  D | — | — | — |  | — | — | — |
| Sol Daurella | — | — | — |  | — | — | — |
|  | 140 | — | 140 |  | 143 | — | 143 |

A. Ceased as director of Banco Santander, S.A. on 22 March 2024.

B. Director since 27 June 2024.

C. Director since 27 June 2024.

D. Ceased as director of Banco Santander, S.A. on 27 June 2024 .

#### g) Senior management

The table below includes the amounts relating to the short-term

remuneration of the members of senior management at 31

December 2025 and those at 31 December 2024, excluding the

remuneration of the executive directors, which is detailed above.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| EUR thousand | | | | | | | | | | |
|  |  | Short-term salaries and deferred remuneration | | | | | |  |  |  |
|  |  |  | Variable remuneration  (bonus) - Immediate  payment | |  | Deferred variable  remuneration | |  |  |  |
| Year | Number of  persons | Fixed | In cash | In  instruments 2 |  | In cash | In  instruments 3 | Pensions | Other  remuneration1 | Total |
| 2025 | 15 | 19,255 | 9,179 | 9,180 |  | 4,306 | 4,306 | 4,910 | 6,456 | 57,592 |
| 2024 | 14 | 16,466 | 7,376 | 7,377 |  | 3,319 | 3,320 | 4,520 | 7,153 | 49,531 |

1.Includes other remuneration items such as life and medical insurance premiums and localization aids and lastly RSUs from PagoNxt S.L., for the work of one director in

said entity.

2.The amount of immediate payment for 2024 is 894,587 shares (1,611,965  Santander shares in 2024).

3.The deferred amount in instruments not linked to long-term objectives for 2024 is 416,410  shares ( 725,399 Santander shares in 2024).

In addition to the amounts reflected in the table, salary

remunerations amounting to EUR 4,118 thousand were granted in

the form of buyouts and sign-on awards, related to the recruitment

of new members who joined this employee group during the year.

In 2025, the ratio of variable to fixed pay components was 134% of

the total for senior managers, well within the maximum limit of

200% set by 2024 AGM.

Annual report 2025683

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Also, the detail of the breakdown of the remuneration linked to

long-term objectives of the members of senior management at 31

December 2025 and 31 December 2024 is provided below. These

remuneration payments shall be received, as the case may be, in

the corresponding deferral periods, upon achievement of the

conditions stipulated for each payment (see note 46):

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR thousand | | | | |
|  |  | Variable remuneration  subject to long-term  objectives 1 | |  |
| Year | Number of  people | Cash  payment | Instrument  payment | Total |
| 2025 | 15 | 4,521 | 4,522 | 9,043 |
| 2024 | 14 | 3,485 | 3,486 | 6,971 |

1.Relates to the fair value of the maximum annual amounts for years 2029, 2030

and 2031 of the tenth cycle of the deferred conditional variable remuneration

plan (2028, 2029 and 2030 for the ninth cycle of the deferred variable

compensation plan linked to annual objectives for the year 2024). The face

value of the three aforementioned deferred amounts is EUR 12,919 thousand

for 2025.

Additionally, members of senior management who stepped down

from their roles in 2025 consolidated salary remuneration and

other remuneration for a total amount of EUR 2,905 thousand (EUR

12,303 thousand in 2024). In 2025 rights regarding variable

pay subject to long-term objectives amounted to EUR 342

thousand (EUR 633 thousand were generated in 2024 for this

collective).

The maximum number of Santander shares that the members of

senior management at each plan grant date (excluding executive

directors) were entitled to receive as of 31 December 2025 and 31

December 2024 relating to the deferred portion under the various

plans then in force is the following (see note 46):

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Maximum number of shares to be delivered | | |
|  | 2025 | 2024 |
| Deferred conditional variable remuneration  plan and linked to objectives (2019) | — | 71,294 |
| Deferred conditional variable remuneration  plan and linked to objectives (2020) | 145,704 | 370,522 |
| Deferred conditional variable remuneration  plan and linked to objectives (2021) | 486,863 | 966,680 |
| Deferred conditional variable remuneration  plan and linked to objectives (2022) | 891,305 | 1,430,464 |
| Deferred conditional variable remuneration  plan and linked to objectives (2023) | 934,609 | 1,395,815 |
| Deferred conditional variable remuneration  plan and linked to objectives (2024) | 1,601,213 | — |

Since the conditions established in the corresponding deferred

share-based remuneration schemes for prior years had been met,

the following number of Santander shares was delivered in 2025

and 2024 to the senior management, in addition to the payment of

the related cash amounts:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Number of shares delivered | | |
|  | 2025 | 2024 |
| Deferred conditional variable remuneration  plan and linked to objectives (2018) | — | 57,730 |
| Deferred conditional variable remuneration  plan and linked to objectives (2019) | 54,249 | 71,294 |
| Deferred conditional variable remuneration  plan and linked to objectives (2020) | 145,704 | 185,261 |
| Deferred conditional variable remuneration  plan and linked to objectives (2021) | 243,433 | 351,777 |
| Deferred conditional variable remuneration  plan and linked to objectives (2022) | 266,390 | 357,615 |
| Deferred conditional variable remuneration  plan and linked to objectives (2023) | 233,652 | 1,212,984 |
| Deferred conditional variable remuneration  plan and linked to objectives (2024) | 1,399,679 | — |

As indicated in note 5.c above, senior management participate in

the benefit system created in 2012, which covers the contingencies

of retirement, disability and death. Banco Santander makes annual

contributions to the benefit plans of its senior managers. In 2012,

the contracts of the senior managers with benefit pension

commitments were amended to transform them into a

contribution system. The system, which is outsourced to Santander

Seguros y Reaseguros, Compañía Aseguradora, S.A., gives senior

managers the right to receive benefits upon retirement, regardless

of whether or not they are active at Banco Santander at such time,

based on contributions to the system. This new system replaced

their previous right to receive a pension supplement in the event of

retirement. In the event of pre-retirement, and up to the

retirement date, senior managers appointed prior to September

2015 are entitled to receive an annual allowance.

In addition, further to applicable remuneration regulations, from

2016 (inclusive), a discretionary pension benefit component of at

least 15% of total remuneration  in contributions to the pension

system has been included. Under the regime corresponding to

these discretionary benefits, the contributions that are calculated

on variable remunerations are subject to malus and clawback

clauses, subject to policies applicable at each time, and during the

same period in which the variable remuneration is deferred.

Likewise, the annual contributions calculated on variable

remunerations must be invested in Bank shares for a period of five

years from the date that the senior manager leaves the Group,

regardless of whether or not they leave to retire. Once that period

has elapsed, the amount invested in shares will be reinvested,

along with the remainder of the cumulative balance corresponding

to the senior manager, or it will be paid to the senior manager or to

their beneficiaries in the event of a contingency covered by the

benefits system.

Annual report 2025684

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The contracts of some members of senior management were

modified at the beginning of 2018 with the same objective and

changes indicated in section c of this note for Ana Botín. The

modifications, which are aimed at aligning the annual

contributions with the practices of comparable institutions and

reducing the risk of future obligations by eliminating the

supplementary scheme for death (widowhood and orphanhood)

and permanent disability in service without increasing the costs to

the bank, are as follows:

• Contributions to the pensionable bases were reduced. Gross

annual salaries were increased in the corresponding amount.

• The death and disability supplementary benefits were eliminated

since 1 January 2018 for some members of senior management

and since 1 April 2018 for executive directors. A fixed

remuneration supplement reflected in other remuneration in the

table above was implemented on the same date.

• The amounts insured for life and accident insurance were

increased.

All of the above was done without an increase in total cost for the

Bank.

The balance as of 31 December 2025 in the pension system for

those who were part of senior management at year end amounted

to EUR 51 million (EUR 51 million at 31 December 2024).

The net charge to income corresponding to pension amounted to

EUR 4.9 million  in 2025 (EUR 4.5 million in 31 December 2024).

In 2025 and 2024 there have been no payments in the form of a

single payment of the annual voluntary pre-retirement allowance.

Additionally, the capital insured by life and accident insurance at 31

December 2025 of this group amounts to EUR 78 million (EUR

83 million at 31 December 2024).

#### h) Post-employment benefits to former directors

#### and former senior executive vice presidents

The post-employment benefits and settlements paid in 2025 to

former directors of the Bank, other than those detailed in note 5.c

amounted to EUR 5.6 million and EUR 5.6 million in 2024,

respectively. Also, the post-employment benefits and settlements

paid in 2025 to former executive vice presidents amounted to EUR

16 million  and EUR 12.7 million  in 2024, respectively.

Contributions to insurance policies that hedge pensions to previous

members of the Bank’s board of directors, amounted to EUR

0.17 million in 2025 (EUR 0.17 million in 2024). Likewise,

contributions to insurance policies that hedge pensions for

previous senior managers amounted to EUR 1.3 million in 2025

(EUR 2.3 million in 2024).

No releases or charges were recorded in the consolidated income

statement for pension commitments and similar obligations held

by the Group with previous former members of the bank's board of

directors or former members of senior management in 2025 and

2024.

In addition, 'Provisions - Pension Fund and similar obligations' in

the consolidated balance sheet as at 31 December 2025 included

EUR 43 million in respect of the post-employment benefit

obligations to former Directors of the Bank (EUR 46 million at 31

December 2024) and EUR 108 million corresponding to former

members of senior management (EUR 96 million at 31 December

2024).

#### i) Pre-retirement and retirement

The board of directors approved an amendment to the contracts of

executive directors whereby they ceased to have the right to pre-

retire in case of termination of his contract.

#### j) Contract termination

The executive directors and members of senior management have

indefinite-term employment contracts. Executive directors or

senior managers whose contracts are terminated voluntarily or due

to breach of duties are not entitled to receive any economic

compensation. If Banco Santander terminates the contract for any

other reason, they will be entitled to the corresponding legally-

stipulated termination benefit, without prejudice to any

compensation that may  for non-competition obligations, as

detailed in the directors' remuneration policy.

If Banco Santander were to terminate her contract, Ana Botín

would have to remain at Banco Santander’s disposal for a period of

4 months in order to ensure an adequate transition, and would

receive her fixed salary during that period.

k) Information on investments held by the

directors in other companies and conflicts of

interest

None of the members of the board of directors have declared that

they or persons related to them may have a direct or indirect

conflict of interest with the interests of Banco Santander, S.A., as

set forth in article 229 of the Corporate Enterprises Act.

Annual report 2025685

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

6.

#### Loans and advances to central banks

#### and credit institutions

The detail, by classification, type and currency, of Loans and

advances to central banks and credit institutions in the

consolidated balance sheets is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
| CENTRAL BANKS | 2025 | 2024 | 2023 |
| Classification |  |  |  |
| Financial assets held for trading | 14,632 | 12,966 | 17,717 |
| Non-trading financial assets mandatorily at  fair value through profit or loss | — | — | — |
| Financial assets designated at fair value through profit or loss | — | — | — |
| Financial assets designated at fair value  through other comprehensive income | — | — | — |
| Financial assets at amortised cost | 15,986 | 16,179 | 20,082 |
|  | 30,618 | 29,145 | 37,799 |
| Type |  |  |  |
| Time deposits | 15,986 | 16,179 | 17,747 |
| Reverse repurchase agreements | 14,632 | 12,966 | 20,052 |
| Impaired assets | — | — | — |
| Valuation adjustments for impairment | — | — | — |
|  | 30,618 | 29,145 | 37,799 |
| CREDIT INSTITUTIONS |  |  |  |
| Classification |  |  |  |
| Financial assets held for trading | 25,967 | 27,314 | 14,061 |
| Non-trading financial assets mandatorily at  fair value through profit or loss | — | — | — |
| Financial assets designated at fair value through profit or loss | 413 | 408 | 459 |
| Financial assets designated at fair value  through other comprehensive income | 1,120 | 363 | 313 |
| Financial assets at amortised cost | 61,513 | 55,537 | 57,917 |
|  | 89,013 | 83,622 | 72,750 |
| Type |  |  |  |
| Time deposits | 10,665 | 9,036 | 8,560 |
| Reverse repurchase agreements | 52,365 | 48,932 | 35,846 |
| Non- loans advances | 25,987 | 25,659 | 28,353 |
| Impaired assets | — | — | — |
| Valuation adjustments for impairment | (4) | (5) | (9) |
|  | 89,013 | 83,622 | 72,750 |
| CURRENCY |  |  |  |
| Euro | 43,697 | 43,347 | 34,229 |
| Pound sterling | 5,147 | 2,424 | 3,539 |
| US dollar | 23,320 | 22,539 | 17,602 |
| Brazilian real | 43,577 | 39,379 | 47,151 |
| Other currencies | 3,890 | 5,078 | 8,028 |
| TOTAL | 119,631 | 112,767 | 110,549 |

The loans and advances to credit institutions classified under

'Financial assets at amortised' cost are mainly time accounts and

deposits.

Note 51 contains a detail of their residual maturity periods.

This line item also includes irrevocable payment commitments to

the Single Resolution Fund made in accordance with article 70.3 of

Regulation 806/2014, which establishes uniform rules and a

uniform procedure for the resolution of credit institutions and

certain security service companies. investment within the

framework of a Single Resolution Mechanism and a Single

Resolution Fund, for which, in accordance with the standard, no

provision has been recorded, these commitments have not been

significant regarding the consolidated annual accounts.

At 31 December 2025  the gross exposure by impairment stage of

the assets accounted subject to impairment for amounts to EUR

78,623  million, EUR 0 million and EUR 0  million (EUR  72,084, EUR

0 million and EUR  0 million in  2024 and EUR 78,321  million, EUR  0

million and EUR 0 million in  2023 ), and the loan loss provision by

impairment stage amounts to EUR 4 million, EUR 0 million and EUR

0 million (EUR 5 million, EUR 0  million and EUR 0  million in  2024

and EUR 9 million, EUR 0  million and EUR 0  million in 2023 ) in

stage 1, stage 2 and stage 3, respectively.

Annual report 2025686

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

7.

#### Debt securities

#### a) Detail

The detail, by classification, type and currency, of Debt securities in

the consolidated balance sheets is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million |  | | |
|  | 2025 | 2024 | 2023 |
| Classification |  |  |  |
| Financial assets held for trading | 98,568 | 82,646 | 62,124 |
| Non-trading financial assets mandatorily at fair value through profit or loss | 245 | 447 | 860 |
| Financial assets designated at fair value through profit or loss | 2,894 | 2,897 | 3,095 |
| Financial assets designated at fair value through other comprehensive income | 58,305 | 76,558 | 73,565 |
| Financial assets at amortised cost | 140,014 | 120,949 | 103,559 |
|  | 300,026 | 283,497 | 243,203 |
| Type |  |  |  |
| Spanish government debt securities | 63,742 | 56,919 | 40,321 |
| Foreign government debt securities | 172,468 | 164,747 | 145,732 |
| Issued by financial institutions | 17,465 | 16,776 | 14,681 |
| Other fixed-income securities | 46,029 | 44,703 | 42,294 |
| Impaired financial assets | 842 | 701 | 461 |
| Impairment losses | (520) | (349) | (286) |
|  | 300,026 | 283,497 | 243,203 |
| Currency |  |  |  |
| Euro | 142,969 | 118,456 | 90,857 |
| Pound sterling | 14,114 | 15,630 | 9,284 |
| US dollar | 50,671 | 48,189 | 38,161 |
| Brazilian real | 48,231 | 44,432 | 46,190 |
| Other currencies | 44,561 | 57,139 | 58,997 |
| Debt securities excluding impairment adjustments | 300,546 | 283,846 | 243,489 |
| Impairment losses | (520) | (349) | (286) |
|  | 300,026 | 283,497 | 243,203 |

The increase in the year of the debt securities portfolio under the

heading  'Financial assets at fair value with changes in other

comprehensive income' is mainly due to the increase in exposure

to sovereign debt, as a result of greater activity in the markets

business, both its own and for distribution to clients.

Likewise, the increase in the debt securities portfolio under the

heading 'Financial assets at amortized cost' is due to the

continuation of the strategy started in year 2022 in which two new

business models were created for the optimization of excess

liquidity and the management of the maturity of the balance sheet

credit and deposit portfolios.

At 31 December 2025 , 2024 and  2023 the gross exposure by

impairment stage of the book assets amounted to EUR  196,509

million, EUR  196,514 million and EUR 176,697  million in stage 1;

EUR  1,480  million, EUR 597 million and EUR  203 million  in stage 2,

and EUR  842 million, EUR 701 million and EUR 461 million in stage

3, respectively.

In addition, at 31 December 2025, the Group had EUR  8 million

(EUR 44 million at 31 December 2024) of exposure in assets

purchased with impairments, which correspond mainly to the

business combinations carried out by the Group with any additional

impairment signs.

Annual report 2025687

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### b) Breakdown

The breakdown, by origin of the issuer, of debt securities at 31

December 2025, 2024  and 2023, net of impairment losses, is as

follows:

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | | | | | | | |
|  | 2025 | | | |  | 2024 | | | |  | 2023 | | | |
|  | Private  fixed-  income | Public  fixed-  income | Total | % |  | Private  fixed-  income | Public  fixed-  income | Total | % |  | Private  fixed-  income | Public  fixed-  income | Total | % |
| Spain | 2,528 | 63,742 | 66,270 | 22.09% |  | 1,901 | 56,919 | 58,820 | 20.75% |  | 2,525 | 40,321 | 42,846 | 17.62% |
| United Kingdom | 2,336 | 9,227 | 11,563 | 3.85% |  | 3,077 | 9,903 | 12,980 | 4.58% |  | 2,816 | 4,748 | 7,564 | 3.11% |
| Portugal | 3,212 | 5,627 | 8,839 | 2.95% |  | 3,224 | 5,138 | 8,362 | 2.95% |  | 2,826 | 4,815 | 7,641 | 3.14% |
| Italy | 2,821 | 24,215 | 27,036 | 9.01% |  | 3,072 | 22,954 | 26,026 | 9.18% |  | 2,968 | 12,945 | 15,913 | 6.54% |
| Ireland | 4,239 | 42 | 4,281 | 1.43% |  | 4,557 | 14 | 4,571 | 1.61% |  | 5,632 | 11 | 5,643 | 2.32% |
| Poland | 22 | 1,465 | 1,487 | 0.50% |  | 2,472 | 15,224 | 17,696 | 6.24% |  | 2,937 | 12,482 | 15,419 | 6.34% |
| Other European  countries | 12,682 | 25,894 | 38,576 | 12.86% |  | 11,593 | 12,702 | 24,295 | 8.57% |  | 9,797 | 15,495 | 25,292 | 10.40% |
| United States | 14,941 | 29,199 | 44,140 | 14.71% |  | 12,475 | 27,811 | 40,286 | 14.21% |  | 8,959 | 22,992 | 31,951 | 13.14% |
| Brazil | 13,518 | 33,908 | 47,426 | 15.81% |  | 12,738 | 32,645 | 45,383 | 16.01% |  | 13,551 | 32,342 | 45,893 | 18.87% |
| Mexico | 3,001 | 25,113 | 28,114 | 9.37% |  | 2,190 | 20,822 | 23,012 | 8.12% |  | 1,969 | 20,738 | 22,707 | 9.34% |
| Chile | 137 | 8,567 | 8,704 | 2.90% |  | 96 | 6,982 | 7,078 | 2.50% |  | 49 | 11,995 | 12,044 | 4.95% |
| Other American  countries | 3,254 | 5,954 | 9,208 | 3.07% |  | 3,336 | 4,502 | 7,838 | 2.76% |  | 2,315 | 2,546 | 4,861 | 2.00% |
| Rest of the world | 1,125 | 3,257 | 4,382 | 1.45% |  | 1,100 | 6,050 | 7,150 | 2.52% |  | 806 | 4,623 | 5,429 | 2.23% |
|  | 63,816 | 236,210 | 300,026 | 100% |  | 61,831 | 221,666 | 283,497 | 100% |  | 57,150 | 186,053 | 243,203 | 100% |

The detail, by issuer rating, of Debt securities at 31 December

2025 ,  2024 and 2023  is as follows:

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | | | | | | | |
|  | 2025 | | | |  | 2024 | | | |  | 2023 | | | |
|  | Private  fixed-  income | Public  fixed-  income | Total | % |  | Private  fixed-  income | Public  fixed-  income | Total | % |  | Private  fixed-  income | Public  fixed-  income | Total | % |
| AAA | 15,952 | 9,320 | 25,272 | 8.42% |  | 16,889 | 6,440 | 23,329 | 8.23% |  | 15,152 | 7,887 | 23,039 | 9.47% |
| AA | 19,598 | 42,451 | 62,049 | 20.68% |  | 16,972 | 47,254 | 64,226 | 22.65% |  | 15,142 | 36,704 | 51,846 | 21.32% |
| A | 13,206 | 95,537 | 108,743 | 36.24% |  | 10,056 | 87,814 | 97,870 | 34.53% |  | 11,175 | 68,112 | 79,287 | 32.60% |
| BBB | 6,872 | 50,066 | 56,938 | 18.98% |  | 8,900 | 44,483 | 53,383 | 18.83% |  | 7,749 | 39,173 | 46,922 | 19.29% |
| Below BBB | 5,052 | 38,836 | 43,888 | 14.63% |  | 5,543 | 35,675 | 41,218 | 14.54% |  | 4,654 | 34,177 | 38,831 | 15.97% |
| Unrated | 3,136 | — | 3,136 | 1.05% |  | 3,471 | — | 3,471 | 1.22% |  | 3,278 | — | 3,278 | 1.35% |
|  | 63,816 | 236,210 | 300,026 | 100% |  | 61,831 | 221,666 | 283,497 | 100% |  | 57,150 | 186,053 | 243,203 | 100% |

During 2025, France's rating for sovereign issuances has been

modified from AA- to A+. During 2024, Portugal's rating for

sovereign issuances was modified from BBB+ to A-. For the year

2023, the distribution of the exposure by rating level of the

previous table was not affected by ratings reviews of the sovereign

issuers.

Annual report 2025688

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The detail, by type of financial instrument, of private fixed-income

securities at 31 December  2025 , 2024  and 2023, net of

impairment losses, is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Securitised mortgage bonds | 10,514 | 10,709 | 9,310 |
| Other asset-backed bonds | 14,073 | 11,624 | 10,243 |
| Floating rate debt | 18,721 | 17,323 | 15,376 |
| Fixed rate debt | 20,508 | 22,175 | 22,221 |
| Total | 63,816 | 61,831 | 57,150 |

#### c) Impairment losses

The changes in the impairment losses on debt securities are

summarised below:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Balance at beginning of year | 349 | 286 | 226 |
| Net impairment losses for the yearA | 182 | 226 | 24 |
| Of which: |  |  |  |
| Impairment losses charged to  income | 238 | 234 | 36 |
| Impairment losses reversed with a  credit to income | (56) | (8) | (12) |
| Assets written off | — | (131) | 0 |
| Exchange differences and other items | (11) | (32) | 36 |
| Balance at end of year | 520 | 349 | 286 |
| Of which: |  |  |  |
| By geographical location of risk: |  |  |  |
| European Union | 26 | 23 | 22 |
| America | 494 | 326 | 264 |

A. Of the EUR 182 million corresponding to net provisions for the year ended 31

December 2025  (EUR 226 million and EUR 24 million at 31 December 2024 and

2023, respectively), EUR 182 million relates to financial assets at amortized cost

(EUR  227 million and EUR 23 million at 31 December 2024 and 2023,

respectively) and EUR 0 million relates to financial assets designated at fair

value through other comprehensive income (EUR  -1 million and EUR 1  million at

31 December  2024 and  2023 , respectively).

At 31 December 2025, 2024 and 2023 the loan loss provision by

impairment stage of the assets accounted for under IFRS9

amounted to EUR 62 million, EUR 39 million and EUR  30 million  in

stage 1, EUR 66 million, EUR 9 million and EUR  8 million in stage 2,

and EUR 392 million, EUR 301 million and EUR 248 million in stage

3, respectively.

8.

#### Equity instruments

#### a) Breakdown

The detail, by classification and type, of Equity instruments in the

consolidated balance sheets is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million |  | | |
|  | 2025 | 2024 | 2023 |
| Classification |  |  |  |
| Financial assets held for trading | 22,030 | 16,636 | 15,057 |
| Non-trading financial assets  mandatorily at fair value through  profit or loss | 5,815 | 4,641 | 4,068 |
| Financial assets designated at fair  value through other  comprehensive income | 2,281 | 2,193 | 1,761 |
|  | 30,126 | 23,470 | 20,886 |
| Type |  |  |  |
| Shares of Spanish companies | 5,083 | 3,730 | 3,540 |
| Shares of foreign companies | 21,633 | 17,153 | 15,185 |
| Shares of investment funds | 3,410 | 2,587 | 2,161 |
|  | 30,126 | 23,470 | 20,886 |

Note 29 contains a detail of the 'Other comprehensive income',

recognised in equity, on 'Financial assets designated at fair value

through other comprehensive income'.

#### b) Changes

The changes in 'Financial assets at fair value through other

comprehensive income' were as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million |  | | |
|  | 2025 | 2024 | 2023 |
| Balance at beginning of the year | 2,193 | 1,761 | 1,941 |
| Net additions (disposals) | (81) | (35) | 11 |
| Changes in the fair value of equity  instruments measured at fair value  through other comprehensive  income (EIGR)A | 245 | 447 | (162) |
| Changes in the RV hedged with  micro-hedging transactions | (76) | 20 | (29) |
| Balance at end of year | 2,281 | 2,193 | 1,761 |

A. They do not include fair value movements for currency risk hedged with hedging

instruments.

#### c) Notifications of acquisitions of investments

The notifications of the acquisitions and disposals of holdings in

investees made by the Bank in  2025 , in compliance with Article

155 of the Spanish Limited Liability Companies Law and Article 105

of Spanish Securities Market Law 24/1998, are listed in appendix

IV.

Annual report 2025689

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

9.  Trading derivatives (assets and

#### liabilities) and short positions

#### a) Trading Derivatives

The detail, by type of inherent risk, of the fair value of the trading

derivatives arranged by the Group is as follows (see note 11):

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | | | |
|  | 2025 | | 2024 | | 2023 | |
|  | Debit  balance | Credit  balance | Debit  balance | Credit  balance | Debit  balance | Credit  balance |
| Interest  rate risk | 29,550 | 23,728 | 30,834 | 24,754 | 31,480 | 26,014 |
| Currency  risk | 24,755 | 20,508 | 29,395 | 29,110 | 22,834 | 23,094 |
| Price risk | 1,858 | 2,279 | 1,765 | 1,632 | 1,279 | 904 |
| Other  risks | 2,192 | 5,453 | 2,106 | 2,257 | 735 | 577 |
|  | 58,355 | 51,968 | 64,100 | 57,753 | 56,328 | 50,589 |

#### b) Short positions

Following is a breakdown of the short positions (liabilities):

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Borrowed securities |  |  |  |
| Debt instruments | 2,938 | 2,566 | 3,263 |
| Of which: |  |  |  |
| Banco Santander, S.A. | 1,555 | 1,347 | 1,383 |
| Banco Santander México, S.A.,  Institución de Banca Múltiple,  Grupo Financiero Santander  México | 1,358 | 1,199 | 1,881 |
| Equity instruments | 690 | 538 | 546 |
| Of which: |  |  |  |
| Banco Santander, S.A. | 429 | 358 | 312 |
| Short sales |  |  |  |
| Debt instruments | 40,387 | 32,726 | 22,365 |
| Of which: |  |  |  |
| Banco Santander, S.A. | 28,710 | 23,813 | 16,143 |
| Banco Santander (Brasil) S.A. | 7,417 | 5,950 | 3,462 |
| Santander US Capital Markets  LLC | 3,396 | 2,382 | 2,442 |
|  | 44,015 | 35,830 | 26,174 |

10.

#### Loans and advances to customers

#### a) Detail

The detail, by classification, of Loans and advances to customers in

the consolidated balance sheets is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Financial assets held for trading | 32,766 | 26,591 | 11,634 |
| Non-trading financial assets  mandatorily at fair value through  profit or loss | 1,701 | 1,042 | 982 |
| Financial assets designated at fair  value through profit or loss | 4,739 | 4,610 | 6,219 |
| Financial assets at fair value  through other comprehensive  income | 12,906 | 10,784 | 7,669 |
| Financial assets at amortized cost | 985,176 | 1,011,042 | 1,009,845 |
| Of which: |  |  |  |
| Impairment losses | (21,158) | (22,125) | (22,788) |
|  | 1,037,288 | 1,054,069 | 1,036,349 |
| Loans and advances to  customers disregarding  impairment losses | 1,058,446 | 1,076,194 | 1,059,137 |

Note 51 contains a detail of the residual maturity periods of

'Financial assets at amortized cost'.

Note 54 shows the Group’s total exposure, by geographical origin

of the issuer.

There are no loans and advances to customers for material

amounts without fixed maturity dates.

Annual report 2025690

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### b) Breakdown

Following is a breakdown of the loans and advances granted to the

Group's customers, which reflect the Group's exposure to credit

risk in its main activity, without considering the balance of value

adjustments for impairment, taking into account the type and

situation of the transactions, the geographical area of their

residence and the type of interest rate on the transactions:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Loan type and status |  |  |  |
| Commercial credit | 51,110 | 53,209 | 55,628 |
| Secured loans | 530,749 | 557,463 | 554,375 |
| Reverse repurchase agreements | 73,980 | 59,648 | 44,184 |
| Other term loans | 295,998 | 296,339 | 295,485 |
| Finance leases | 38,540 | 40,120 | 38,723 |
| Receivable on demand | 10,313 | 10,756 | 12,277 |
| Credit cards receivables | 26,179 | 24,928 | 24,371 |
| Impaired assets | 31,577 | 33,731 | 34,094 |
|  | 1,058,446 | 1,076,194 | 1,059,137 |
| Geographical area |  |  |  |
| Spain | 198,894 | 198,164 | 203,680 |
| Rest of Europe | 467,697 | 502,664 | 489,706 |
| of which United Kingdom | 258,739 | 266,934 | 263,808 |
| The Americas | 374,739 | 359,264 | 350,873 |
| of which USA | 135,088 | 136,054 | 126,529 |
| of which Brazil | 90,951 | 91,066 | 100,758 |
| Rest of the world | 17,116 | 16,102 | 14,878 |
|  | 1,058,446 | 1,076,194 | 1,059,137 |
| Interest rate formula |  |  |  |
| Fixed rate | 694,332 | 678,994 | 647,349 |
| Floating rate | 364,114 | 397,200 | 411,788 |
|  | 1,058,446 | 1,076,194 | 1,059,137 |

At 31 December  2025,  2024  and  2023  the Group had granted loans

amounting to EUR 18,127  million, EUR 16,562 million and EUR

15,544 million to Spanish public sector agencies which had a rating

at 31 December  2025  of A (ratings of A at 31 December 2024 and

31 December 2023 ), and EUR  16,248 million, EUR  13,593 million,

and EUR 11,530  million to the public sector in other countries (at

31 December  2025, the breakdown of this amount by issuer rating

was as follows: 3.6% AAA, 26.4% AA, 25.6% A,  27.5% BBB, 16.4%

below BBB and 0.5% without rating).

Without considering the public administrations, the amount of the

loans and advances at 31 December 2025, 2024 and 2023

amounts to EUR 1,024,071 million, EUR 1,046,039 million and EUR

1,032,063 million, of which, EUR  954,533 million, EUR 1,012,389

million and EUR  998,010 million are classified as performing,

respectively.

Annual report 2025691

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Following is a detail, by activity, of the loans to customers at 31

December 2025, net of impairment losses:

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | | | |
|  |  |  | Secured loans | | | | | | | |
|  |  |  | Net exposure | |  | Loan to value ratioC | | | | |
|  | Total | Without  collateral | Of which  property  collateral | Of which  other  collateral |  | Less than  or equal  to 40% | More  than  40% and  less than  or equal  to 60% | More  than  60% and  less than  or equal  to 80% | More  than  80% and  less than  or equal  to 100% | More  than  100% |
| Public sector | 29,607 | 28,423 | 153 | 1,031 |  | 157 | 168 | 251 | 334 | 274 |
| Other financial institutions (financial  business activity) | 124,684 | 42,687 | 1,959 | 80,038 |  | 2,045 | 995 | 424 | 77,935 | 598 |
| Non-financial corporations and individual  entrepreneurs (non-financial business  activity) (broken down by purpose) | 318,284 | 179,529 | 63,124 | 75,631 |  | 23,917 | 26,942 | 19,168 | 45,306 | 23,422 |
| Of which: |  |  |  |  |  |  |  |  |  |  |
| Construction and property  development | 17,118 | 1,294 | 15,594 | 230 |  | 4,963 | 6,921 | 1,890 | 1,164 | 886 |
| Civil engineering construction | 2,522 | 1,732 | 19 | 771 |  | 93 | 84 | 39 | 470 | 104 |
| Large companies | 181,870 | 128,502 | 17,718 | 35,650 |  | 7,177 | 6,666 | 6,157 | 25,459 | 7,909 |
| SMEs and individual entrepreneurs | 116,774 | 48,001 | 29,793 | 38,980 |  | 11,684 | 13,271 | 11,082 | 18,213 | 14,523 |
| Households – other (broken down by  purpose) | 542,623 | 108,903 | 338,778 | 94,942 |  | 100,584 | 126,917 | 113,075 | 55,214 | 37,930 |
| Of which: |  |  |  |  |  |  |  |  |  |  |
| Residential | 332,931 | 1,149 | 331,655 | 127 |  | 90,170 | 116,264 | 97,858 | 25,944 | 1,546 |
| Consumer loans | 192,576 | 104,388 | 1,667 | 86,521 |  | 5,909 | 8,063 | 13,297 | 24,977 | 35,942 |
| Other purposes | 17,116 | 3,366 | 5,456 | 8,294 |  | 4,505 | 2,590 | 1,920 | 4,293 | 442 |
| TotalA | 1,015,198 | 359,542 | 404,014 | 251,642 |  | 126,703 | 155,022 | 132,918 | 178,789 | 62,224 |
| Memorandum item |  |  |  |  |  |  |  |  |  |  |
| Refinanced and restructured transactionsB | 18,151 | 5,546 | 6,896 | 5,709 |  | 2,347 | 2,381 | 2,037 | 2,457 | 3,383 |

A. In addition, the Group has granted advances to customers am ounting to EUR 22,090 million, bringing the total of loans and advances to EUR 1,037,288 million.

B. Includes the net balance of the impairment of the accumulated value or accumulated losses in the fair value due to credit risk.

C. The ratio is the carrying amount of the transactions at 31 December  2025 provided by the latest available appraisal value of the collateral.

Note 54 contains information relating to the forborne loan

portfolio.

Annual report 2025692

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Following is the movement of the gross exposure broken down by

impairment stage of loans and advances to customers recognised

under 'Financial assets at amortised cost' and 'Financial assets at

fair value through other comprehensive income' during 2025,  2024

and 2023:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2025 | | | | |
| EUR million | | | | |
|  | Stage 1 | Stage 2 | Stage 3 | Total |
| Balance at the beginning  of year | 925,413 | 84,455 | 33,568 | 1,043,436 |
| Movements |  |  |  |  |
| Transfers |  |  |  |  |
| To stage 2 from stage 1 | (39,015) | 39,015 |  | — |
| To stage 3 from stage 1 | (12,097) |  | 12,097 | — |
| To stage 3 from stage 2 |  | (8,266) | 8,266 | — |
| To stage 1 from stage 2 | 16,079 | (16,079) |  | — |
| To stage 2 from stage 3 |  | 1,764 | (1,764) | — |
| To stage 1 from stage 3 | 441 |  | (441) | — |
| Net changes on financial  assets | 69,819 | (12,940) | (4,436) | 52,443 |
| Write-offs | — | — | (13,266) | (13,266) |
| Exchange differences and  others | (54,818) | (6,369) | (2,493) | (63,680) |
| Balance at the end of the  year | 905,822 | 81,580 | 31,531 | 1,018,933 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2024 | | | | |
| EUR million | | | | |
|  | Stage 1 | Stage 2 | Stage 3 | Total |
| Balance at the beginning  of year | 929,133 | 76,654 | 33,821 | 1,039,608 |
| Movements |  |  |  |  |
| Transfers |  |  |  |  |
| To stage 2 from stage 1 | (49,316) | 49,316 |  | — |
| To stage 3 from stage 1 | (11,517) |  | 11,517 | — |
| To stage 3 from stage 2 |  | (10,083) | 10,083 | — |
| To stage 1 from stage 2 | 21,475 | (21,475) |  | — |
| To stage 2 from stage 3 |  | 2,358 | (2,358) | — |
| To stage 1 from stage 3 | 447 |  | (447) | — |
| Net changes on financial  assets | 43,281 | (11,616) | (4,889) | 26,776 |
| Write-offs | — | — | (13,212) | (13,212) |
| Exchange differences and  others | (8,090) | (699) | (947) | (9,736) |
| Balance at the end of the  year | 925,413 | 84,455 | 33,568 | 1,043,436 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2023 | | | | |
| EUR million | | | | |
|  | Stage 1 | Stage 2 | Stage 3 | Total |
| Balance at the beginning of  year | 942,861 | 66,696 | 32,617 | 1,042,174 |
| Movements |  |  |  |  |
| Transfers |  |  |  |  |
| To stage 2 from stage 1 | (43,278) | 43,278 |  | — |
| To stage 3 from stage 1 | (12,636) |  | 12,636 | — |
| To stage 3 from stage 2 |  | (9,915) | 9,915 | — |
| To stage 1 from stage 2 | 15,180 | (15,180) |  | — |
| To stage 2 from stage 3 |  | 2,899 | (2,899) | — |
| To stage 1 from stage 3 | 488 |  | (488) | — |
| Net changes on financial  assets | 29,696 | (10,673) | (4,218) | 14,805 |
| Write-offs | — | — | (13,847) | (13,847) |
| Exchange differences and  others | (3,178) | (451) | 105 | (3,524) |
| Balance at the end of the  year | 929,133 | 76,654 | 33,821 | 1,039,608 |

In addition, at 31 December 2025 , the Group had E UR 307 million

(EUR  515 million at 31 December 2024 and EUR 694  million at 31

December 2023) of exposure in assets purchased with impairment

of which EUR  46 million still show signs of additional impairment,

which correspond mainly to the business combinations carried out

by the Group.

Annual report 2025693

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

c) Impairment losses on loans and advances to

customers at amortised cost and at fair value

through other comprehensive income

The changes in the impairment losses on the assets making up the

balances of financial assets at amortised cost and at fair value

through other comprehensive income - Loans and advances -

Customers:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Amount at beginning of the year | 22,125 | 22,788 | 22,684 |
| Impairment losses charged to income  for the year | 14,144 | 13,428 | 13,805 |
| Of which: |  |  |  |
| Impairment losses charged to profit  or loss | 24,935 | 22,761 | 20,608 |
| Impairment losses reversed with a  credit to profit or loss | (10,791) | (9,333) | (6,803) |
| Change of perimeter | — | — | (48) |
| Write-off of impaired balances against  recorded impairment allowance | (13,266) | (13,212) | (13,847) |
| Exchange differences and other  changes | (1,845) | (879) | 194 |
| Amount at end of the year | 21,158 | 22,125 | 22,788 |
| Which correspond to: |  |  |  |
| Impaired assets | 13,527 | 14,088 | 14,238 |
| Other assets | 7,631 | 8,037 | 8,550 |
| Of which: |  |  |  |
| Individually calculated | 2,359 | 2,258 | 2,951 |
| Collective calculated | 18,799 | 19,867 | 19,837 |

In addition, provisions for debt securities amounting to EUR 182

million were recorded at 31 December 2025 (provisions amounting

to EUR 226 million and EUR 24 million as of 31 December 2024

and 2023, respectively), written-off assets recoveries have been

recorded in the year amounting to EUR 1,791  million at 31

December  2025 (EUR 1,600 million and EUR 1,587 million at 31

December 2024 and 2023, respectively).

With this, the impairment recorded in Impairment or reversal of

impairment at financial assets not measured at fair value through

profit or loss and net gains and losses from changes: 'Financial

assets at fair value through other comprehensive income' and

'Financial assets at amortised cost (IFRS 9) and, Loans and

receivables (IAS 39)'; amounts EUR 12,535 million at 31 December

2025 (EUR 12,136 million and EUR 12,298 million at 31 December

2024 and 2023, respectively).

Following is the movement of the loan loss provision broken down

by impairment stage of loans and advances to customers during

2025, 2024 and 2023:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2025 | | | | |
| EUR million | | | | |
|  | Stage 1 | Stage 2 | Stage 3 | Total |
| Loss allowance at the  beginning of the year | 3,293 | 4,744 | 14,088 | 22,125 |
| Transfers |  |  |  |  |
| To stage 2 from stage 1 | (847) | 2,734 |  | 1,887 |
| To stage 3 from stage 1 | (701) |  | 4,931 | 4,230 |
| To stage 3 from stage 2 |  | (1,189) | 2,760 | 1,571 |
| To stage 1 from stage 2 | 82 | (466) |  | (384) |
| To stage 2 from stage 3 |  | 177 | (344) | (167) |
| To stage 1 from stage 3 | 16 |  | (59) | (43) |
| Net changes of the  exposure and modifications  in the credit risk | 1,269 | (800) | 6,581 | 7,050 |
| Write-offs | — | — | (13,266) | (13,266) |
| FX and other movements | (112) | (569) | (1,164) | (1,845) |
| Loss allowance at the end  of the year | 3,000 | 4,631 | 13,527 | 21,158 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2024 | | | | |
| EUR million | | | | |
|  | Stage 1 | Stage 2 | Stage 3 | Total |
| Loss allowance at the  beginning of the year | 3,596 | 4,954 | 14,238 | 22,788 |
| Transfers |  |  |  |  |
| To stage 2 from stage 1 | (626) | 2,676 |  | 2,050 |
| To stage 3 from stage 1 | (385) |  | 4,548 | 4,163 |
| To stage 3 from stage 2 |  | (1,591) | 3,444 | 1,853 |
| To stage 1 from stage 2 | 109 | (725) |  | (616) |
| To stage 2 from stage 3 |  | 278 | (693) | (415) |
| To stage 1 from stage 3 | 23 |  | (156) | (133) |
| Net changes of the exposure  and modifications in the  credit risk | 755 | (704) | 6,655 | 6,706 |
| Write-offs | — | — | (13,212) | (13,212) |
| FX and other movements | (179) | (144) | (736) | (1,059) |
| Loss allowance at the end  of the year | 3,293 | 4,744 | 14,088 | 22,125 |

Annual report 2025694

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2023 | | | | |
| EUR million | | | | |
|  | Stage 1 | Stage 2 | Stage 3 | Total |
| Loss allowance at the  beginning of the year | 3,626 | 5,127 | 13,931 | 22,684 |
| Transfers |  |  |  |  |
| To stage 2 from stage 1 | (696) | 2,954 |  | 2,258 |
| To stage 3 from stage 1 | (405) |  | 4,278 | 3,873 |
| To stage 3 from stage 2 |  | (1,820) | 3,721 | 1,901 |
| To stage 1 from stage 2 | 149 | (905) |  | (756) |
| To stage 2 from stage 3 |  | 282 | (920) | (638) |
| To stage 1 from stage 3 | 27 |  | (184) | (157) |
| Net changes of the exposure  and modifications in the  credit risk | 875 | (557) | 7,212 | 7,530 |
| Write-offs | — | — | (13,847) | (13,847) |
| FX and other movements | 20 | (127) | 47 | (60) |
| Loss allowance at the end  of the year | 3,596 | 4,954 | 14,238 | 22,788 |

d) Impaired assets and assets with unpaid past-

#### due amounts

The detail of the changes in the balance of the financial assets

classified as 'Financial assets Loans to customers' considered to be

impaired due to credit risk is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Balance at beginning of year | 33,731 | 34,094 | 32,888 |
| Net additions | 13,648 | 13,779 | 14,944 |
| Written-off assets | (13,266) | (13,212) | (13,847) |
| Changes in the scope of  consolidation | — | 17 | (59) |
| Exchange differences and other | (2,536) | (947) | 168 |
| Balance at end of year | 31,577 | 33,731 | 34,094 |

This amount, after deducting the related allowances, represents

the Group’s best estimate of the discounted value of the flows that

are expected to be recovered from the impaired assets.

At 31 December 2025, the Group’s written-off assets totalled EUR

51,435 million (EUR 49,939 million and EUR 48,138 million at 31

December 2024 and 2023, respectively).

Set forth below for each class of impaired asset are the gross

amount, associated allowances and information relating to the

collateral and/or other credit enhancements obtained at 31

December 2025:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | Gross  amount | Allowance  recognised | Estimated  collateral  valueA |
| Without associated real  collateral | 13,846 | 8,133 | — |
| With real estate collateral | 7,777 | 1,759 | 5,657 |
| With other collateral | 9,954 | 3,635 | 5,424 |
| Total | 31,577 | 13,527 | 11,081 |

A. Including the estimated value of the collateral associated with each loan.

Accordingly, any other cash flows that may be obtained, such as those arising

from borrowers’ personal guarantees, are not included.

When classifying assets in the previous table, the main factors

considered by the Group to determine whether an asset has

become impaired are the existence of amounts past due —assets

impaired due to arrears— or other circumstances that may arise

which will not result in all contractual cash flows being recovered,

such as a deterioration of the borrower’s financial situation, the

worsening of its capacity to generate funds or difficulties

experienced by it in accessing credit.

#### e) Transferred credits

'Loans and advances to customers' includes, inter alia, the

securitised loans transferred to third parties on which the Group

has retained the risks and rewards, albeit partially, and which

therefore, in accordance with the applicable accounting standards,

cannot be derecognised. This is mainly due to mortgage loans,

loans to companies and consumer loans in which the group retains

subordinate financing and/or grants some kind of credit

enhancement to new holders.

Securitisation is used as a tool for the management of regulatory

capital and as a means of diversifying the Group's liquidity sources.

The breakdown of securitized loans held on the balance sheet,

according to the nature of the financial instrument in which they

are originated, is shown below:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Retained on the balance sheet | 80,072 | 80,824 | 75,738 |
| Of which |  |  |  |
| Securitised mortgage assets | 19,640 | 17,782 | 16,994 |
| Of which: UK assets | 10,236 | 9,034 | 6,096 |
| Other securitised assets | 60,432 | 63,042 | 58,744 |
| TotalA | 80,072 | 80,824 | 75,738 |

A. Note 22 details the liabilities associated with these securitisation transactions.

At 31 December 2025, Grupo Santander had loans that had been

fully derecognised and for which it retained servicing amounting to

EUR 12,174 million (EUR 14,919 million and EUR 13,923 million at

31 December 2024 and 2023, respectively).

Annual report 2025695

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

11.

#### Trading derivatives

The detail of the notional amounts and the market values of the

trading derivatives held by the Group in  2025 ,  2024  and  2023  is as

follows:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | |
|  | 2025 | |  | 2024 | |  | 2023 | |
|  | Notional  amount | Market  value |  | Notional  amount | Market  value |  | Notional  amount | Market  value |
| Trading derivatives |  |  |  |  |  |  |  |  |
| Interest rate risk |  |  |  |  |  |  |  |  |
| Forward rate agreements | 1,995,070 | (32) |  | 1,992,413 | 13 |  | 829,913 | 3 |
| Interest rate swaps | 6,166,278 | 6,324 |  | 6,127,812 | 6,364 |  | 5,381,966 | 5,514 |
| Options, futures and other derivatives | 470,659 | (472) |  | 377,285 | (297) |  | 398,519 | (51) |
| Credit risk |  |  |  |  |  |  |  |  |
| Credit default swaps | 64,924 | (3,135) |  | 41,111 | (572) |  | 22,462 | (86) |
| Foreign currency risk |  |  |  |  |  |  |  |  |
| Foreign currency purchases and sales | 611,850 | 1,282 |  | 514,268 | 595 |  | 471,955 | 33 |
| Foreign currency options | 160,421 | 441 |  | 221,159 | 528 |  | 77,934 | 288 |
| Currency swaps | 682,350 | 2,526 |  | 625,765 | (838) |  | 586,405 | (581) |
| Securities and commodities derivatives and other | 98,588 | (547) |  | 78,328 | 554 |  | 68,664 | 619 |
| Total | 10,250,140 | 6,387 |  | 9,978,141 | 6,347 |  | 7,837,818 | 5,739 |

12.  Non-current assets held for sale and

liabilities associated with non-current

assets held for sale

#### a) Breakdown

The detail of Non-current assets held for sale in the consolidated

balance sheets is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | 2025 | 2024 | 2023 |
| Tangible assets | 2,850 | 2,851 | 2,991 |
| Foreclosed assets | 2,487 | 2,621 | 2,773 |
| Of which property assets in Spain | 1,705 | 1,896 | 2,138 |
| Other tangible assets held for sale | 363 | 230 | 218 |
|  |  |  |  |
| Entities held for sale | 72,148 | 1,137 | — |
| Caceis (Note 3) | — | 1,137 | — |
| Santander Bank Polska S.A. (Note  3) | 72,148 | — | — |
|  |  |  |  |
| Other assets | 13 | 14 | 23 |
| Total non-current assets held for sale | 75,011 | 4,002 | 3,014 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | 2025 | 2024 | 2023 |
| Entities held for sale |  |  |  |
| Santander Bank Polska S.A. (Note 2) | 62,995 | — | — |
| Total Liabilities associated with non-  current assets held for sale | 62,995 | — | — |

At 31 December 2025, the provisions recognised for the total non

current ass ets held for sale totalled EUR  2,357 million (EUR 2,606

million and EUR 2,956  million at 31 December  2024  and 2023 ,

respectively). The charges recorded in those years amounted to

EUR 131 million, EUR  163  million and EUR  139  million,

respectively, and the recoveries during these exercises are

amounted to EUR 59  million, EUR 71 million and EUR  88  million,

respectively.

b) Assets and liabilities from entities held for

#### sale

The following is the consolidated balance sheet and consolidated

summary cash flow statements for the Polish business held for

sale:

|  |  |
| --- | --- |
|  |  |
| EUR million | |
| Condensed consolidated balance sheet | 2025 |
| Cash, cash balances at central banks and other deposits on  demand | 2,515 |
| Financial assets held for trading | 1,956 |
| Financial assets designated at fair value through other  comprehensive income | 8,173 |
| Financial assets at amortised cost | 55,642 |
| Intangible assets | 1,335 |
| Tax assets | 1,224 |
| Other assets | 1,303 |
| Total assets | 72,148 |

Annual report 2025696

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |
| --- | --- |
|  |  |
| EUR million | |
| Condensed consolidated balance sheet | 2025 |
| Financial liabilities held for trading | 842 |
| Financial liabilities at amortised cost | 59,704 |
| Provisions | 603 |
| Tax liabilities | 1,335 |
| Other liabilities | 511 |
| Total liabilities | 62,995 |

|  |  |
| --- | --- |
|  |  |
| EUR million | |
| Other comprehensive income | 2025 |
| Items that will not be reclassified to profit or loss | 56 |
| Actuarial gains or losses on defined benefit pension plans | — |
| Changes in the fair value of equity instruments measured at  fair value through other comprehensive income | 56 |
| Items that may be reclassified to profit or loss | (590) |
| Hedges of net investments in foreign operations (effective  portion) | (522) |
| Exchange differences | (164) |
| Cash flow hedges (effective portion) | 98 |
| Debt instruments at fair value with changes in other  comprehensive income | 8 |
| Share in other income and expenses recognised in  investments, joint ventures and associates | (10) |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
| Condensed consolidated statements  of cash flows | 2025 | 2024 | 2023 |
| A) Cash flows from operating activities | 1,405 | 1,705 | 352 |
| B) Cash flows from investing activities | (98) | (96) | (91) |
| C) Cash flows from financing activities | (1,301) | (1,194) | (591) |
| D) Effect of foreign exchange rate  differences | 20 | 27 | 143 |
| E) Net increase/(decrease) in cash and  cash equivalents | 26 | 442 | (187) |

At 31 December 2025, the  written-off assets totalled EUR 2,339

million from the Polish business held for sale.

Consistent with the Group´s management model, the amounts

related to the business held for sale in Poland are primarily

reported within the Retail & Commercial Banking segment for

primary segment information purposes. Additionally, a separate

breakdown for the Poland geography is presented as a secondary

segment.

In addition, see the consolidated summary profit and loss accounts

for the business for sale in Poland in Note 37.

13.

#### Investments

#### a) Breakdown

The detail, by company, of Investments is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Associated entities | 5,096 | 5,216 | 5,682 |
| Merlin Properties, SOCIMI, S.A.A | 1,830 | 1,803 | 1,621 |
| Zurich Santander Insurance  America, S.L. - Consolidated | 940 | 884 | 936 |
| Metrovacesa, S.A. | 748 | 841 | 899 |
| CNP Santander | 399 | 397 | 423 |
| Pluxee Beneficios Brasil S.A. A | 295 | 309 | — |
| Caceis (Notes 3 and 12) | — | — | 1,139 |
| Other companies | 884 | 982 | 664 |
|  |  |  |  |
| Joint Ventures entities | 1,956 | 2,061 | 1,964 |
| Santander Caceis Latam Holding 1, S.L. -  Consolidated (previously Santander Securities  Services Latam Holding, S.L) | 404 | 381 | 389 |
| Santander Vida Seguros y Reaseguros, S.A. | 329 | 356 | 362 |
| U.C.I., S.A. - Consolidated | 293 | 325 | 349 |
| Fortune Auto Finance Co., Ltd | 232 | 261 | 254 |
| Hyundai Capital UK Limited | 270 | 249 | 205 |
| Volvo Car Financial Services UK Limited | 116 | 99 | 76 |
| Banco RCI Brasil S.A. | 77 | 94 | 92 |
| Other companies | 235 | 296 | 237 |
|  |  |  |  |
| Total Associated entities and Joint ventures | 7,052 | 7,277 | 7,646 |

A. Acquisition of  20% of Pluxee Beneficios Brasil S.A. and capital increase of

Merlin Properties, SOCIMI, S.A., both carried out in 2024.

Of the entities included above, at 31 December 2025 , the entities

Merlin Properties, SOCIMI, S.A, and Metrovacesa, S.A. and

Compañía Española de Viviendas en Alquiler, S.A., are the only

listed companies.

Annual report 2025697

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Below is a breakdown of the Goodwill of the main investments in

joint ventures and associates included in the balance of this

heading:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Goodwill | 1,096 | 1,238 | 1,460 |
| Of which: |  |  |  |
| Zurich Santander Insurance  America, S.L. - Consolidated | 526 | 526 | 526 |
| Pluxee Beneficios Brasil S.A.A | 71 | 122 | — |
| Caceis (Notes 3 and 12) | — | — | 337 |

A. Acquisition of 20%  of Pluxee Beneficios Brasil S.A. in 2024.

#### b) Changes

The changes in the investments were as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Balance at beginning of year | 7,277 | 7,646 | 7,615 |
| Acquisitions (disposals) of companies  and capital increases (reductions)A | (17) | 1,011 | 52 |
| Changes in the consolidation method  (Note 3) | 15 | (13) | (43) |
| Entities for sale (Notes 3 y 12)B | (168) | (1,137) | — |
| Effect of equity accounting | 665 | 687 | 591 |
| Dividends distributed and  reimbursements of share premium | (694) | (745) | (565) |
| Of which: |  |  |  |
| Zurich Santander Insurance América,  S.L. - Consolidado | (206) | (202) | (202) |
| Metrovacesa, S.A. | (118) | (52) | (50) |
| Santander Vida Seguros y Reaseguros,  S.A.- Consolidated | (87) | (82) | (52) |
| Merlin Properties, SOCIMI, S.A. | (57) | (53) | (51) |
| CNP Santander | (54) | (88) | (51) |
| CIP S.A. | (16) | (56) | — |
| Caceis | — | (114) | — |
| Hyundai Capital UK Limited | — | — | (58) |
| Other global result | 28 | (32) | (24) |
| Exchange differences and other changes | (54) | (140) | 20 |
| Balance at end of year | 7,052 | 7,277 | 7,646 |

A. Includes the acquisition of  20% of Pluxee Beneficios Brasil S.A. and the capital

increase of Merlin Properties, SOCIMI, S.A carried out in 2024.

B. Stakes of Santander Bank Polska S.A. and Caceis (Notes 3 and 12).

c) Impairment adjustments

During the years 2025,  2024 and 2023 there was no evidence of

significant impairment in the Group's associated interests.

Annual report 2025698

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### d) Other information

A summary of the financial information at the end of December

2025 of the main associates and joint ventures (obtained from the

information available at the date of preparation of the consolidated

financial statements) is shown below:

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
| EUR million |  | | | | | | | | | | | |
|  | Associates | | | | |  | Joint ventures | | | | | |
|  | Merlin  Properties,  SOCIMI,  S.A.A | Metrovacesa,  S.A.A | Pluxee  Benefici  os Brasil  S.A. | Zurich  Santander  Insurance  América, S.L. -  Consolidated | CNP  Santander |  | Santander  Caceis Latam  Holding, S.L. -  Consolidated | U.C.I., S.A. -  Consolidated | Hyundai  Capital  UK  Limited | Fortune  Auto  Finance  Co., LTD | Santander  Vida Seguros  y  Reaseguros,  S.A.-  Consolidated  (note 3) | Banco RCI  Brasil S.A. |
| Current assets | 1,701 | 2,025 | 689 | 2,434 | 165 |  | 201 | 397 | 2,022 | 167 | 157 | 10 |
| Non current assets | 11,758 | 389 | 652 | 20,190 | 2,139 |  | 579 | 8,876 | 3,665 | 1,933 | 1,710 | 2,221 |
| Total assets | 13,459 | 2,414 | 1,341 | 22,624 | 2,304 |  | 780 | 9,273 | 5,687 | 2,100 | 1,867 | 2,231 |
| Current liabilities | 840 | 507 | 254 | 657 | 186 |  | 315 | 6,930 | 3,685 | 10 | 140 | 112 |
| Non current liabilities | 5,118 | 310 | 578 | 21,021 | 1,726 |  | 35 | 1,715 | 1,480 | 1,627 | 1,243 | 1,924 |
| Total liabilities | 5,958 | 817 | 832 | 21,678 | 1,912 |  | 350 | 8,645 | 5,165 | 1,637 | 1,383 | 2,036 |
| Attributable profit for the  period | 284 | 16 | 87 | 534 | 101 |  | 97 | (75) | 77 | 20 | 145 | 54 |
| Other accumulated  comprehensive income | (11) | — | — | (33) | (9) |  | — | 114 | (1) | — | (21) | 4 |
| Rest of equity | 7,228 | 1,581 | 422 | 445 | 300 |  | 333 | 589 | 446 | 443 | 360 | 137 |
| Total Equity | 7,501 | 1,597 | 509 | 946 | 392 |  | 430 | 628 | 522 | 463 | 484 | 195 |
| Total liabilities and equity | 13,459 | 2,414 | 1,341 | 22,624 | 2,304 |  | 780 | 9,273 | 5,687 | 2,100 | 1,867 | 2,231 |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
| Ordinary activities income | 544 | 658 | 457 | 4,559 | 568 |  | 163 | 499 | 426 | 159 | 907 | 312 |
| Profit (loss) from continuing  operations | 284 | 16 | 87 | 534 | 101 |  | 97 | (75) | 77 | 20 | 145 | 54 |
| Profit (loss) for the year from  discontinuing operations | — | — | — | — | — |  | — | — | — | — | — | — |

A. Data as of 31 December 2024, latest accounts available.

14.

#### Insurance contracts linked to pensions

The detail of Insurance contracts linked to pensions in the

consolidated balance sheets is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Assets relating to insurance  contracts covering post-  employment benefit plan  obligations: |  |  |  |
| Banco Santander, S.A. | 67 | 81 | 93 |
|  | 67 | 81 | 93 |

Annual report 2025699

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

15.

#### Liabilities under insurance contracts

The detail of Liabilities under insurance contracts and reinsurance

assets in the consolidated balance sheets (see

note 2.i) is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Liabilities under insurance  contracts | 18,737 | 17,829 | 17,799 |
| Liability for Remaining  Coverage (LRC) | 18,291 | 17,377 | 17,333 |
| Liabilities relating to  insurance contracts  measured under BBA/VFA | 18,194 | 17,292 | 17,262 |
| Current value of future  cashflows (PVFCF) | 17,461 | 16,614 | 16,627 |
| Risk adjustment for  non-financial risk (RA) | 186 | 199 | 211 |
| Contractual service  margin (CSM) | 547 | 479 | 424 |
| Liabilities relating to  insurance contracts  measured under PAA | 97 | 85 | 71 |
| Liability for incurred claims  (LIC) | 446 | 452 | 466 |

The balance of liabilities under insurance contracts reflected in the

consolidated balance sheet includes the following elements:

• Liability for Remaining Coverage (LRC): amount of obligations

provisioned to meet the fulfilment of future services assigned to

the group on a date for a specific coverage period.

• Liabilities relating to insurance contracts measured under BBA/

VFA, formed from the sum of the following elements:

- Current value of future cashflows (PVFCF): present value of

future inflow and outflow cash flows weighted by their

probability of occurrence.

- Risk adjustment for non-financial risk (RA): reflects

compensation for the uncertainty of cash flows by

quantifying the amount necessary to compensate for

unexpected losses in liability flows.

- Contractual service margin (CSM): future benefit to be

recognized during the coverage period.

• Liabilities relating to insurance contracts measured under PAA,

valued using the premium allocation method, represent the

portion of premiums written for the remaining hedge net of

acquisition expenses.

• Liability for Incurred Claims (LIC): amount of obligations

provisioned to meet the fulfilment of past services assigned to

the group on a date.

The insurance activity is carried out mainly in the life insurance

sector in its life-savings modality. Within the amount of liabilities

for insurance contracts, Individual Life Annuities are the product

that has the greatest weight in the consolidated balance sheet.

This product consists of life annuities where the client contributes a

single premium and receives a constant and periodic insured

income (monthly, quarterly, semi-annual or annual) until his death

where, at that time, the beneficiaries will receive the insured

capital of 102% or  101%  of the premium contributed.

The income and expenses recorded in the profit and loss account

for the insurance activity, including reinsurance income and

expenses, are not material in the Group's consolidated annual

accounts.

Annual report 2025700

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

16.

#### Tangible assets

#### a) Changes

The changes in Tangible assets in the consolidated balance sheets

were as follows:

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | | |
|  | Tangible assets | | | |  | Of which:  For leasing | | | |
|  | For own use | Leased  out under  an operating  lease | Investment  property | Total |  | For own use | Leased  out under  an operating  lease | Investment  property | Total |
| Cost |  |  |  |  |  |  |  |  |  |
| Balance at 1 January 2023 | 26,570 | 25,166 | 1,580 | 53,316 |  | 4,692 | — | — | 4,692 |
| Additions / disposals (net) due to  change in the scope of consolidation | 11 | 37 | — | 48 |  | (13) | — | — | (13) |
| Additions / disposals (net) | 1,122 | 742 | (34) | 1,830 |  | 125A | — | — | 125 |
| Transfers, exchange differences and  other items | (1,460) | (641) | 30 | (2,071) |  | 33 | — | — | 33 |
| Balance at 31 December 2023 | 26,243 | 25,304 | 1,576 | 53,123 |  | 4,837 | — | — | 4,837 |
| Additions / disposals (net) due to  change in the scope of consolidation | 28 | (1,192) | — | (1,164) |  | — | — | — | — |
| Additions / disposals (net) | 730 | (1,716) | (17) | (1,003) |  | 179A | — | — | 179 |
| Transfers, exchange differences and  other items | (1,345) | 1,003 | (104) | (446) |  | (235) | — | — | (235) |
| Balance at 31 December 2024 | 25,656 | 23,399 | 1,455 | 50,510 |  | 4,781 | — | — | 4,781 |
| Additions / disposals (net) due to  change in the scope of consolidation | 4 | — | 7 | 11 |  | — | — | — | — |
| Additions / disposals (net) | 326 | (2,603) | (58) | (2,335) |  | (40)A | — | — | (40) |
| Transfers, exchange differences and  other items | (1,845) | (1,743) | 188 | (3,400) |  | (450) | — | — | (450) |
| Balance at 31 December 2025 | 24,141 | 19,053 | 1,592 | 44,786 |  | 4,291 | — | — | 4,291 |
|  |  |  |  |  |  |  |  |  |  |
| Accumulated depreciation |  |  |  |  |  |  |  |  |  |
| Balances at 1 January 2023 | (12,892) | (5,578) | (172) | (18,642) |  | (2,265) | — | — | (2,265) |
| Disposals due to change in the scope of  consolidation | 7 | — | — | 7 |  | 7 | — | — | 7 |
| Disposals | 284 | 2,540 | — | 2,824 |  | 160 | — | — | 160 |
| Charge for the year | (1,689) | — | (11) | (1,700) |  | (580) | — | — | (580) |
| Transfers, exchange differences and  other items | 1,653 | (2,744) | (16) | (1,107) |  | 69 | — | — | 69 |
| Balance at 31 December 2023 | (12,637) | (5,782) | (199) | (18,618) |  | (2,609) | — | — | (2,609) |
| Disposals due to change in the scope of  consolidation | — | 686 | — | 686 |  | — | — | — | — |
| Disposals | 672 | 3,214 | — | 3,886 |  | 196 | — | — | 196 |
| Charge for the year | (1,544) | — | (9) | (1,553) |  | (460) | — | — | (460) |
| Transfers, exchange differences and  other items | 890 | (2,902) | 46 | (1,966) |  | 59 | — | — | 59 |
| Balance at 31 December 2024 | (12,619) | (4,784) | (162) | (17,565) |  | (2,814) | — | — | (2,814) |
| Disposals due to change in the scope of  consolidation | — | — | — | — |  | — | — | — | — |
| Disposals | 663 | 2,428 | — | 3,091 |  | 177 | — | — | 177 |
| Charge for the year | (1,323) | — | (8) | (1,331) |  | (405) |  | — | (405) |
| Transfers, exchange differences and  other items | 1,150 | (1,917) | (32) | (799) |  | 381 | — | — | 381 |
| Balance at 31 December 2025 | (12,129) | (4,273) | (202) | (16,604) |  | (2,661) | — | — | (2,661) |

A.  Includes contract extensions on operating leases and repurchases.

Annual report 2025701

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|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | | |
|  | Tangible assets | | | |  | Of which:  For leasing | | | |
|  | For own use | Leased  out under  an operating  lease | Investment  property | Total |  | For own use | Leased  out under  an operating  lease | Investment  property | Total |
| Impairment losses |  |  |  |  |  |  |  |  |  |
| Balance at 1 January 2023 | (189) | (33) | (379) | (601) |  | (14) | — | — | (14) |
| Impairment charge for the year | (113) | (29) | (12) | (154) |  | (38) | — | — | (38) |
| Releases | 4 | 11 | 4 | 19 |  | 3 | — | — | 3 |
| Disposals due to change in the scope of  consolidation | — | — | — | — |  | — | — | — | — |
| Disposals | 36 | — | 4 | 40 |  | 5 |  |  | 5 |
| Exchange differences and other | 64 | 47 | (38) | 73 |  | (1) | — | — | (1) |
| Balance at 31 December 2023 | (198) | (4) | (421) | (623) |  | (45) | — | — | (45) |
| Impairment charge for the year | (276) | (70) | (81) | (427) |  | (31) | — | — | (31) |
| Releases | 34 | 3 | 8 | 45 |  | 10 | — | — | 10 |
| Disposals due to change in the scope of  consolidation | — | — | — | — |  | — | — | — | — |
| Disposals | 53 | — | — | 53 |  | 19 | — | — | 19 |
| Exchange differences and other | (14) | 32 | 76 | 94 |  | (2) | — | — | (2) |
| Balance at 31 December 2024 | (401) | (39) | (418) | (858) |  | (49) | — | — | (49) |
| Impairment charge for the year | (172) | (79) | (15) | (266) |  | (41) | — | — | (41) |
| Releases | 41 | 71 | 25 | 137 |  | 1 | — | — | 1 |
| Disposals due to change in the scope of  consolidation | — | — | — | — |  | — | — | — | — |
| Disposals | 17 | 17 | — | 34 |  | 6 | — | — | 6 |
| Exchange differences and other | 166 | 3 | 40 | 209 |  | 9 | — | — | 9 |
| Balance at 31 December 2025 | (349) | (27) | (368) | (744) |  | (74) | — | — | (74) |
|  |  |  |  |  |  |  |  |  |  |
| Tangible assets, net |  |  |  |  |  |  |  |  |  |
| Balances at 31 December 2023 | 13,408 | 19,518 | 956 | 33,882 |  | 2,183 | — | — | 2,183 |
| Balances at 31 December 2024 | 12,636 | 18,576 | 875 | 32,087 |  | 1,918 | — | — | 1,918 |
| Balances at 31 December 2025 | 11,663 | 14,753 | 1,022 | 27,438 |  | 1,556 | — | — | 1,556 |

Annual report 2025702

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### b) Tangible assets - For own use

The detail, by class of asset, of 'Property, plant and equipment'

which is owned by the Group in the consolidated balance sheets is

as follows:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million | | | | |  |
|  | Tangible assets for own use | | | | Of which:  for leasing |
|  | Cost | Accumulated  depreciation | Impairment  losses | Carrying  amount |
| Land and buildings | 14,973 | (5,010) | (154) | 9,809 | 2,104 |
| IT equipment and fixtures | 5,614 | (4,154) | — | 1,460 | 60 |
| Furniture and vehicles | 5,412 | (3,424) | — | 1,988 | 19 |
| Construction in progress and other items | 244 | (49) | (44) | 151 | — |
| Balance at 31 December 2023 | 26,243 | (12,637) | (198) | 13,408 | 2,183 |
|  |  |  |  |  |  |
| Land and buildings | 15,113 | (5,516) | (353) | 9,244 | 1,882 |
| IT equipment and fixtures | 5,283 | (3,926) | — | 1,357 | 23 |
| Furniture and vehicles | 4,963 | (3,130) | — | 1,833 | 13 |
| Construction in progress and other items | 297 | (47) | (48) | 202 | — |
| Balance at 31 December 2024 | 25,656 | (12,619) | (401) | 12,636 | 1,918 |
|  |  |  |  |  |  |
| Land and buildings | 14,067 | (5,359) | (304) | 8,404 | 1,536 |
| IT equipment and fixtures | 4,204 | (3,003) | (10) | 1,191 | 13 |
| Furniture and vehicles | 5,548 | (3,746) | (1) | 1,801 | 7 |
| Construction in progress and other items | 322 | (21) | (34) | 267 | — |
| Balance at 31 December 2025 | 24,141 | (12,129) | (349) | 11,663 | 1,556 |

The carrying amount at 31 December 2025  in the foregoing table

includes the following approximate amounts EUR  6,545  million

(EUR  6,531 million at 31 December 2024  and EUR 7,119  million at

31 December  2023) relating to property, plant and equipment

owned by group entities and branches located abroad.

#### c) Tangible assets - Leased out under an

#### operating lease

Grupo Santander has assets leased out under operating leases

where the company is the lessor and do not meet the accounting

requirements to be classified as finance leases. The net cost of

these leases is recorded as an asset and depreciated on a straight-

line basis over the contractual term of the lease to the expected

residual value.

The expected residual value and, consequently, the monthly

depreciation expense may change during the term of the lease. The

Group estimates expected residual values using independent data

sources and internal statistical models. It also assesses the

estimate of the residual value of these leases and adjusts the

depreciation rate in line with the change in the expected value of

the asset at the end of the lease.

Grupo Santander periodically assesses its investment in operating

leases for impairment in certain circumstances, such as a systemic

and material decrease in the values of used vehicles. If assets

leased out under operating leases are deemed to be impaired,

impairment is measured as the amount by which the carrying

amount of the assets exceeds the fair value as estimated by

discounted cash flows.

Of the 14,753 EUR million that the Group had assigned to

operating leases at 31 December 2025  (18,576  EUR and 19,518

EUR at 31 December 2024  and 2023, respectively), EUR 7,227

million (EUR 11,336  and EUR 12,525 at 31 December 2024 and

2023, respectively) relate to vehicles of Santander US Auto's

business. The variable lease payments of various items of this

business are not significant.

In addition, the maturity analysis of the assets leased out under

operating leases from Santander US Auto, is as follows:

|  |  |
| --- | --- |
|  |  |
| EUR million | |
|  |  |
| Maturity Analysis | 2025 |
| 2025 | 3,988 |
| 2026 | 4,228 |
| 2027 | 1,332 |
| 2028 | 330 |

#### d) Tangible assets - Investment property

The fair value of investment property at 31 December  2025, 2024,

2023 amounted to EUR  1,194, 1,041 and 1,163 million,

respectively. A comparison of the fair value of investment property

at 31 December 2025, 2024 and 2023 with the net book value

shows gross unrealised gains of EUR 172, 166 and 207 million,

respectively, attributed completely to the group.

The rental income earned from investment property and the direct

costs related both to investment properties that generated rental

income in 2025, 2024 and  2023 and to investment properties that

did not generate rental income in those years are not material in

the context of the consolidated financial statements.

Annual report 2025703

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|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

17.

#### Intangible assets – Goodwill

The detail of goodwill, based on the cash-generating units giving

rise thereto, is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Banco Santander (Brasil) | 3,031 | 3,079 | 3,679 |
| SAM Investment Holdings Limited | 1,444 | 1,444 | 1,444 |
| Santander Consumer Germany | 1,304 | 1,304 | 1,304 |
| Santander Portugal | 1,040 | 1,040 | 1,040 |
| Santander España | 998 | 998 | 998 |
| Santander US Auto | 943 | 1,068 | 1,003 |
| Santander Holding USA (ex. Auto) | 765 | 865 | 814 |
| Santander UK | 609 | 641 | 612 |
| Banco Santander - Chile | 470 | 482 | 516 |
| Grupo Financiero Santander (México) | 463 | 453 | 523 |
| Ebury Partners | 326 | 340 | 350 |
| Santander Consumer Nordics | 211 | 211 | 206 |
| Santander Bank Polska | — | 1,178 | 1,159 |
| Other companies | 354 | 335 | 369 |
| Total Goodwill | 11,958 | 13,438 | 14,017 |

The changes in goodwill were as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Balance at beginning of year | 13,438 | 14,017 | 13,741 |
| Additions | 19 | 30 | 56 |
| Of which: |  |  |  |
| Ebury Partners | — | — | 45 |
| Impairment losses | (4) | (4) | (20) |
| Transfer to Assets held for sale (Notes  3 y 12) | (1,176) | — | — |
| Exchange differences and other items | (291) | (605) | 240 |
| Balance at end of year | 11,958 | 13,438 | 14,017 |

Grupo Santander has goodwill generated by cash-generating units

located in non-euro currency countries (mainly Brazil, Poland, the

United States, the United Kingdom, Chile, Mexico, Norway and

Sweden) and, therefore, this gives rise to exchange differences on

the translation to euros, at closing rates, of the amounts of

goodwill denominated in foreign currencies. Accordingly, in  2025

there was a decrease of EUR 291  million (a  decrease of EUR 605

million in 2024  and an increase of EUR 240  million in 2023), due to

exchange differences and other items which, pursuant to current

standards, were recognised with a change to 'Other comprehensive

income - Items that may be reclassified to profit or loss - Exchange

differences in other comprehensive income in the consolidated

statement of recognised income and expense' (see note 29.d).

At least once per year (or whenever there is any indication of

impairment), Grupo Santander performs an analysis of the

potential impairment of its recorded goodwill with respect to its

recoverable amount. The first step that must be taken in order to

perform this analysis is the identification of the cash-generating

units, which are the Group's smallest identifiable groups of assets

that generate cash inflows that are largely independent of the cash

flows of other assets or groups of assets.

The amount to be recovered of each cash-generating unit is

determined taking into consideration the carrying amount

(including any fair value adjustment arising on the business

combination) of all the assets and liabilities of all the independent

legal entities composing the cash-generating unit, together with

the related goodwill.

The amount to be recovered of the cash-generating unit is

compared with its recoverable amount in order to determine

whether there is any impairment.

Grupo Santander assesses the existence of any indication that

might be considered to be evidence of impairment of the cash-

generating unit by reviewing information including the following

(i) certain macroeconomic variables that might affect its

investments (population data, political situation, economic

situation —including banking concentration level—, among others)

and (ii) various microeconomic variables comparing the

investments of the Group with the financial services industry of the

country in which the cash-generating unit carries on most of its

business activities (balance sheet composition, total funds under

management, results, efficiency ratio, capital adequacy ratio,

return on equity, among others).

Regardless of whether there is any indication of impairment,

every year the Group calculates the recoverable amount of each

cash-generating unit to which goodwill, has been allocated and, to

this end, it uses price quotations, market references (multiples),

internal estimates and valuations performed by internal and

external experts.

Firstly, the Group determines the recoverable amount by

calculating the fair value of each cash-generating unit on the basis

of the quoted price of the cash-generating units, if available.

In addition, the Group performs estimates of the recoverable

amounts of certain cash-generating units by calculating their value

in use using discounted cash flow projections. The main

assumptions used in this calculation are (i) earnings projections

based on the financial budgets approved by the Group’s directors

which cover between three and five year periods (unless a longer

time horizon can be justified), (ii) discount rates determined as the

cost of capital taking into account the risk-free rate of return plus a

risk premium in line with the market and the business in which the

units operate and (iii) constant growth rates used in order to

extrapolate earnings in perpetuity which do not exceed the long-

term average growth rate for the market in which the cash-

generating unit in question operates.

The cash flow projections used by Group management to obtain

the values in use are based on the financial budgets approved by

both local management of the related local units and the Group’s

directors. The Group’s budgetary estimation process is common for

all the cash-generating units. The local management teams

prepare their budgets using the following key assumptions:

a)Microeconomic variables of the cash-generating unit:

management takes into consideration the current balance sheet

structure, the product mix and the business decisions taken by

local management in this regard.

Annual report 2025704

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

b)Macroeconomic variables: growth is estimated on the basis of

the changing environment, taking into consideration expected

GDP growth in the unit’s geographical location and forecast

trends in interest and exchange rates. These data, which are

based on external information sources, are provided by the

Group’s economic research service.

c)Past performance variables: in addition, management takes into

consideration in the projection the difference (both positive and

negative) between the cash-generating unit’s past performance

and budgets.

During 2025 , the Group has recognised impairment losses of EUR 4

million of immaterial goodwill that has been recorded under the

heading 'Impairment or reversal of the impairment of non-financial

assets - Intangible assets' (EUR 4 million and EUR 20 million in

2024 and 2023, respectively). Goodwill is deducted from CET1 for

regulatory purposes, so an impairment of goodwill has no impact

on the Group's capital ratios.

Following is a detail of the main assumptions taken into account in

determining the recoverable amount, at 2025 year-end, of the

most significant cash-generating units which were valued using

the discounted cash flow method:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 | | |
|  | Projected period | Discount rateA | Nominal  perpetual  growth rate |
| Santander UK | 5 years | 12.4% | 2.5% |
| Santander US Auto | 3 years | 11.5% | 3.0% |
| Santander Holding USA (ex. Auto)B | 5 years | 13.6% | 3.5% |
| Santander Consumer Germany | 5 years | 9.5% | 2.5% |
| SAM Investment Holdings, Limited | 5 years | 11.5% | 2.5% |
| Santander Portugal | 5 years | 10.6% | 2.5% |

A. Post-tax discount rate.

B. Weighted information of the main assumptions of the segments to which goodwill has been allocated.

The discount and nominal perpetual growth rates taken into

account in 2024 and 2023 are presented below for comparison

purposes:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Discount rateA | | Nominal  perpetual  growth rate | |
|  | 2024 | 2023 | 2024 | 2023 |
| Santander UK | 11.8% | 11.9% | 2.5% | 2.5% |
| Santander Bank Polska | 12.9% | 13.2% | 5.0% | 5.0% |
| Santander US Auto | 12.2% | 12.8% | 3.0% | 3.0% |
| Santander Holding USA (ex. Auto)B | 13.4% | 13.4% | 3.5% | 3.5% |
| Santander Consumer Germany | 9.1% | 9.7% | 2.0% | 2.3% |
| SAM Investment Holdings, Limited | 11.6% | 11.6% | 2.5% | 2.5% |
| Santander Portugal | 10.2% | 11.2% | 2.5% | 2.5% |

A. Post-tax discount rate.

B. Weighted information of the main assumptions of the segments to which goodwill has been allocated.

The variations reflected in the assumptions used in  2025 are

mainly a consequence of the current macroeconomic scenario, as

well as the level of inflation.

Given the degree of uncertainty of the above key assumptions on

which the recoverable amount of the cash-generating units is

based, the Group performs a sensitivity analysis which consisted of

adjusting  +/- 50 basis points  the discount rate, adjusting +/- 50

basis points  the growth rate in perpetuity and reducing the cash

flow projections by 5%. These changes in the key assumptions in

isolation mean that the recoverable amount of all the cash-

generating units continues to exceed their amount to be recovered

and have been considered by the Group as reasonably possible

changes in the business operations of the cash-generating units

are not contemplated.

The recoverable amount of Banco Santander - Chile and Banco

Santander (Brasil) was calculated as the fair values of the

aforementioned cash-generating units obtained from the quoted

market prices of their shares at year-end. This value exceeded the

amount to be recovered. A significant reduction in the quoted

market prices of these cash generating unit could result in an

indication of impairment which in turn may lead to a goodwill

impairment charge in the future.

Annual report 2025705

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

18.  Intangible assets -

#### Other intangible assets

The detail of Intangible assets - Other intangible assets in the

consolidated balance sheets and of the changes therein in  2025,

2024 , and 2023  is as follows:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | |
|  | Estimated  useful life | 1 January  2025 | Net  additions  and  disposals | Change in  scope of  consolidation | Amortization  and  impairment | Application of  amortization  and  impairment | Exchange  differences  and other | 31  December  2025 |
| Cost |  | 15,261 | 1,714 | (20) |  | (1,286) | (1,179) | 14,490 |
| Brand names |  | 32 | — | — |  | — | — | 32 |
| IT developments | 3-10 years | 13,322 | 1,713 | (7) |  | (1,286) | (1,084) | 12,658 |
| Other |  | 1,907 | 1 | (13) |  | — | (95) | 1,800 |
| Accumulated amortisation |  | (9,235) | — | 12 | (1,847) | 1,228 | 795 | (9,047) |
| Development |  | (8,312) | — | 6 | (1,715) | 1,228 | 723 | (8,070) |
| Other |  | (923) | — | 6 | (132) | — | 72 | (977) |
| Impairment losses |  | (205) | — | — | (108) | 58 | 162 | (93) |
| Of which addition |  |  |  |  | (108) |  |  |  |
| Of which Liberation |  |  |  |  |  |  |  |  |
|  |  | 5,821 | 1,714 | (8) | (1,955) | — | (222) | 5,350 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | |
|  | Estimated  useful life | 1 January  2024 | Net  additions  and  disposals | Change in  scope of  consolidation | Amortization  and  impairment | Application of  amortization  and  impairment | Exchange  differences  and other | 31  December  2024 |
| Cost |  | 14,773 | 2,104 | (8) |  | (1,169) | (439) | 15,261 |
| Brand names |  | 40 | — | — |  | — | (8) | 32 |
| IT developments | 3-10 years | 12,867 | 2,104 | (8) |  | (1,169) | (472) | 13,322 |
| Other |  | 1,866 | — | — |  | — | 41 | 1,907 |
| Accumulated amortisation |  | (8,851) | — | 6 | (1,626) | 1,062 | 174 | (9,235) |
| Development |  | (8,078) | — | 6 | (1,546) | 1,062 | 244 | (8,312) |
| Other |  | (773) | — | — | (80) | — | (70) | (923) |
| Impairment losses |  | (68) | — | — | (227) | 107 | (17) | (205) |
| Of which addition |  |  |  |  | (227) |  |  |  |
| Of which Liberation |  |  |  |  | — |  |  |  |
|  |  | 5,854 | 2,104 | (2) | (1,853) | — | (282) | 5,821 |

Annual report 2025706

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | |
|  | Estimated  useful life | 1 January  2023 | Net  additions  and  disposals | Change in  scope of  consolidation | Amortization  and  impairment | Application of  amortization  and  impairment | Exchange  differences  and other | 31  December  2023 |
| Cost |  | 12,502 | 2,197 | 176 |  | (230) | 128 | 14,773 |
| Brand names |  | 33 | — | 8 |  | (2) | 1 | 40 |
| IT developments | 3-10 years | 10,721 | 2,197 | 18 |  | (196) | 127 | 12,867 |
| Other |  | 1,748 | — | 150 |  | (32) | — | 1,866 |
| Accumulated amortisation |  | (7,554) | — | 5 | (1,386) | 209 | (125) | (8,851) |
| Development |  | (6,866) | — | — | (1,294) | 177 | (95) | (8,078) |
| Other |  | (688) | — | 5 | (92) | 32 | (30) | (773) |
| Impairment losses |  | (44) | — | — | (53) | 21 | 8 | (68) |
| Of which addition |  |  |  |  | (53) |  |  |  |
| Of which Liberation |  |  |  |  | — |  |  |  |
|  |  | 4,904 | 2,197 | 181 | (1,439) | — | 11 | 5,854 |

In  2025,  2024  and  2023 , impairment losses of EUR  108 million,

EUR  227  million and EUR  53 million, respectively, were recognised

under Impairment or reversal of impairment on non-financial

assets, net – intangible assets. This impairment losses are related

mainly to the decline in or loss of the recoverable value of certain

computer systems and applications as a result of the processes

initiated by the Group to transform or integrate businesses and to

adapt to the various regulatory changes .

19.

#### Other assets

The detail of 'Other' of 'Other assets' is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Transactions in transit | 364 | 469 | 246 |
| Net pension plan assets (note 25) | 784 | 677 | 1,001 |
| Prepayments and accrued income | 3,121 | 3,016 | 2,911 |
| Other | 4,376 | 4,310 | 4,598 |
|  | 8,645 | 8,472 | 8,756 |

Annual report 2025707

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

20.  Deposits from central banks and

#### credit institutions

The detail, by classification, counterparty, type and currency, of

'Deposits from central banks' and 'Deposits from credit institutions'

in the consolidated balance sheets is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| CENTRAL BANKS |  |  |  |
| Classification |  |  |  |
| Financial liabilities held for trading | 12,385 | 13,300 | 7,808 |
| Financial liabilities designated at fair  value through profit or loss | 3,086 | 1,774 | 1,209 |
| Financial liabilities at amortized cost | 18,542 | 24,882 | 48,782 |
|  | 34,013 | 39,956 | 57,799 |
| Type |  |  |  |
| Deposits on demand | 856 | 405 | 117 |
| Time deposits | 14,709 | 18,488 | 43,853 |
| Reverse repurchase agreements | 18,448 | 21,063 | 13,829 |
|  | 34,013 | 39,956 | 57,799 |
| CREDIT INSTITUTIONS |  |  |  |
| Classification |  |  |  |
| Financial liabilities held for trading | 27,058 | 26,284 | 17,862 |
| Financial liabilities designated at fair  value through profit or loss | 1,424 | 1,625 | 1,735 |
| Financial liabilities at amortized cost | 74,692 | 90,012 | 81,246 |
|  | 103,174 | 117,921 | 100,843 |
| Type |  |  |  |
| Deposits on demand | 5,005 | 6,657 | 5,468 |
| Time deposits | 42,718 | 54,716 | 54,402 |
| Reverse repurchase agreements | 55,186 | 56,273 | 40,689 |
| Subordinated deposits | 265 | 275 | 284 |
|  | 103,174 | 117,921 | 100,843 |
| Currency |  |  |  |
| Euro | 54,588 | 53,779 | 53,921 |
| Pound sterling | 13,625 | 21,853 | 27,697 |
| US dollar | 43,466 | 57,992 | 49,447 |
| Brazilian real | 6,783 | 7,459 | 7,997 |
| Other currencies | 18,725 | 16,794 | 19,580 |
| TOTAL | 137,187 | 157,877 | 158,642 |

At 31 December 2025 and 2024,  no conditional long-term

financing of the European Central Bank (TLTRO- Targeted Long-

Term Refinancing Operation-) was outstanding. As of  2023, the

balance of such financing amounted to EUR 11,583  million, all

corresponding to the TLTRO III financing program.

At 31 December 2025, no expense has been recognized in the

consolidated income statement corresponding to TLTRO III

(expenses of EUR  158 million and EUR 659 million at 31 December

2024 and  2023, respectively, as a result of the conditions of the

financing programme).

Note 51 contains a detail of the residual maturity periods of

financial liabilities at amortised cost .

21.

#### Customer deposits

The detail, by classification, geographical area and type, of

Customer deposits is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Classification |  |  |  |
| Financial liabilities held for trading | 36,120 | 18,984 | 19,837 |
| Financial liabilities designated at  fair value through profit or loss | 25,930 | 25,407 | 32,052 |
| Financial liabilities  at amortized cost | 979,150 | 1,011,545 | 995,280 |
|  | 1,041,200 | 1,055,936 | 1,047,169 |
| Geographical areaA |  |  |  |
| Spain | 437,855 | 395,479 | 388,736 |
| Rest of Europe | 323,854 | 377,057 | 366,165 |
| of which: United Kingdom | 228,810 | 233,192 | 235,698 |
| Rest of America | 279,491 | 283,400 | 292,268 |
| of which: United States | 82,321 | 88,712 | 83,555 |
| Rest of the world | — | — | — |
|  | 1,041,200 | 1,055,936 | 1,047,169 |
| Type |  |  |  |
| Demand deposits- | 646,125 | 677,818 | 661,262 |
| Time deposits- | 296,797 | 298,276 | 305,296 |
| Deposits redeemable at notice | 1,487 | 1,525 | 1,789 |
| Repurchase agreements | 96,791 | 78,317 | 78,822 |
|  | 1,041,200 | 1,055,936 | 1,047,169 |

A. According to the geography of the legal entity.

Note 51 contains a detail of the residual maturity periods of

financial liabilities at amortised cost.

Annual report 2025708

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

22.

#### Marketable debt securities

#### a) Breakdown

The detail, by classification and type, of Marketable debt securities

is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Classification |  |  |  |
| Financial liabilities  held for trading | — | — | — |
| Financial liabilities designated  at fair value through profit or loss | 11,686 | 7,554 | 5,371 |
| Financial liabilities  at amortized cost | 312,704 | 317,967 | 303,208 |
|  | 324,390 | 325,521 | 308,579 |
| Type |  |  |  |
| Bonds and debentures outstanding | 253,893 | 252,765 | 231,880 |
| Subordinated | 28,859 | 35,461 | 30,529 |
| Notes and other securities | 41,638 | 37,295 | 46,170 |
|  | 324,390 | 325,521 | 308,579 |

The distribution of the book value of debt securities issued by

contractual maturity at 31 December 2025  is shown below:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | |  |  |
|  | Within 3  months | 3 to 12  months | 1 to 3  years | 3 to 5  years | More than 5  years | Total |
| Subordinated debt | — | 798 | 1,760 | 2,277 | 24,024 | 28,859 |
| Senior unsecured debt | 10,509 | 13,643 | 51,461 | 34,465 | 35,618 | 145,696 |
| Senior secured debt | 11,529 | 12,308 | 43,661 | 28,106 | 12,593 | 108,197 |
| Promissory notes and other securities | 17,747 | 23,060 | 335 | 170 | 326 | 41,638 |
| Debt securities issued | 39,785 | 49,809 | 97,217 | 65,018 | 72,561 | 324,390 |

The distribution by contractual maturity of the notional amounts of

these debt securities issued at 31 December 2025  is as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | |  |  |
|  | Within 3  months | 3 to 12  months | 1 to 3  years | 3 to 5  years | More than 5  years | Total |
| Subordinated debt | — | 790 | 1,744 | 2,255 | 22,926 | 27,715 |
| Senior unsecured debt | 10,056 | 12,654 | 50,189 | 34,089 | 36,469 | 143,457 |
| Senior secured debt | 11,038 | 12,110 | 43,467 | 28,116 | 12,513 | 107,244 |
| Promissory notes and other securities | 17,709 | 23,042 | 299 | 154 | 312 | 41,516 |
| Debt securities issued | 38,803 | 48,596 | 95,699 | 64,614 | 72,220 | 319,932 |

Annual report 2025709

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

b) Bonds and debentures outstanding

The detail, by currency of issue, of  'Bonds and debentures

outstanding' is as follows:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | EUR million | | | 2025 | |
| Currency of issue | 2025 | 2024 | 2023 | Outstanding issue  amount in foreign  currency (Million) | Annual  interest rate  (%) |
| Euro | 117,350 | 110,973 | 101,657 | 117,350 | 2.72% |
| US dollar | 71,140 | 79,740 | 70,229 | 83,632 | 4.73% |
| Pound sterling | 25,548 | 23,961 | 20,520 | 22,301 | 5.14% |
| Brazilian real | 21,848 | 18,683 | 21,861 | 141,089 | 14.21% |
| Chilean peso | 4,697 | 4,579 | 4,921 | 4,977,648 | 3.61% |
| Other currencies | 13,310 | 14,829 | 12,692 |  |  |
| Balance at end of year | 253,893 | 252,765 | 231,880 |  |  |

Annual report 2025710

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The changes in 'Bonds and debentures outstanding' were as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Balance at beginning of year | 252,765 | 231,880 | 211,597 |
| Net inclusion of entities in the Group | — | (1,224) | (1,467) |
| Of which: |  |  |  |
| SPIRE SA Compartment 2023-374 | — | (1,224) | — |
| Auto ABS UK Loans PLC | — | — | (841) |
| PSA Bank Deutschland GmbH | — | — | (626) |
| Issues | 72,014 | 77,921 | 68,568 |
| Of which: |  |  |  |
| Banco Santander, S.A. | 12,682 | 20,559 | 19,706 |
| Banco Santander (Brasil) S.A. | 11,827 | 8,039 | 12,781 |
| Santander Group UK | 11,450 | 9,884 | 6,002 |
| Santander Consumer USA Holdings Inc. | 8,705 | 8,949 | 7,309 |
| Santander International Products, Plc. | 5,071 | 2,752 | 1,054 |
| Stellantis Financial Services Italia S.p.A. | 2,020 | 2,021 | 761 |
| Santander Consumer Bank S.p.A. | 1,799 | 1,001 | 1,460 |
| Santander Holdings USA, Inc. | 1,772 | 3,004 | 1,850 |
| Fondo de Titulización, Santander Consumo 8 | 1,523 | — | — |
| Fondo de Titulización, Santander Consumo 9 | 1,421 | — | — |
| Banco Santander - Chile | 1,204 | 1,171 | 814 |
| Santander Consumer Finance, S.A. | 1,181 | 2,271 | 2,557 |
| Banco Santander Totta, S.A. | 1,069 | 1,129 | 1,734 |
| Santander Bank, National Association | 853 | 4,133 | 1,346 |
| SC Germany S.A., Compartment Consumer 2025-2 | 850 | — | — |
| SC Austria S.à r.l., Compartment Consumer 2025-1 | 803 | — | — |
| Secucor Finance 2025-1 Designated Activity Company | 801 | — | — |
| Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México | 787 | 875 | 634 |
| Hyundai Capital Bank Europe GmbH Italy | 749 | — | — |
| Banque Stellantis France | 728 | 897 | 1,145 |
| Santander Consumer Bank AG | — | 180 | 1,256 |
| SC Germany S.A., Compartment Consumer 2024-1 | — | 1,500 | — |
| Santander Consumo 6, F.T. | — | 1,230 | — |
| Santander Consumo 7, F.T. | — | 1,218 | — |
| Santander Bank Polska S.A. | — | 1,002 | 1,102 |
| SC Germany S.A., Compartment Consumer 2024-2 | — | 1,000 | — |
| Redemptions and repurchases | (60,335) | (57,676) | (48,825) |
| Of which: |  |  |  |
| Banco Santander, S.A. | (14,854) | (15,888) | (7,889) |
| Banco Santander (Brasil) S.A. | (9,430) | (6,919) | (10,542) |
| Santander Consumer USA Holdings Inc. | (7,905) | (10,806) | (14,466) |
| Santander Group UK | (4,936) | (7,764) | (6,185) |
| Santander Consumer Finance, S.A. | (2,743) | (2,900) | (1,800) |
| Santander Holdings USA, Inc. | (2,693) | (1,387) | — |
| Santander Bank, National Association | (2,648) | (1,440) | (567) |
| Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México | (2,084) | (122) | (140) |
| Banco Santander - Chile | (1,930) | (1,486) | (575) |
| Santander International Products, Plc. | (1,327) | (584) | (728) |
| Santander Consumer Bank S.p.A. | (1,327) | (233) | (266) |
| Santander Consumer Bank AS | (1,174) | (839) | (681) |
| Banque Stellantis France | (746) | (565) | (813) |
| Stellantis Financial Services Italia S.p.A. | (698) | (22) | — |
| Banco Santander Totta, S.A. | (223) | (1,055) | (108) |
| Exchange differences and other movements | (10,551) | 1,864 | 2,007 |
| Balance at year-end | 253,893 | 252,765 | 231,880 |

Annual report 2025711

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### c) Notes and other securities

The notes of the Group (see Note 22.a) were issued basically by

Santander Consumer Finance, S.A., Santander UK plc, Banco

Santander (México), S.A. Institución de Banca Múltiple, Grupo

Financiero Santander México, Banco Santander, S.A., Santander

Consumer Bank AG, Banque Stellantis France, Banco Santander -

Chile and Banco Santander S.A. - Uruguay.

d) Guarantees

Set forth below is information on the liabilities secured by assets:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Asset-backed securities | 55,031 | 49,723 | 37,717 |
| Of which, mortgage-backed  securities | 5,961 | 4,377 | 3,019 |
| Other mortgage securities | 51,438 | 50,141 | 49,478 |
| Of which: mortgage-backed bonds | 22,624 | 22,631 | 24,619 |
| Covered bonds (non mortgage and  export financing) | 1,728 | 995 | 764 |
|  | 108,197 | 100,859 | 87,959 |

The main characteristics of the assets securing the aforementioned

financial liabilities are as follows:

1. Asset-backed securities

a. Mortgage-backed securities- these securities are secured by

mortgage assets (see Note 10.e) with average maturities of

more than ten years that must: be a first mortgage for

acquisition of principal or second residence, be current in

payments, have a loan-to-value ratio below 80%  and have a

liability insurance policy in force covering at least the appraisal

value. The value of the financial liabilities broken down in the

foregoing table is lower than the balance of the assets securing

them —securitised assets retained on the balance sheet—

mainly because the Group repurchases a portion of the bonds

issued, and in such cases they are not recognised on the liability

side of the consolidated balance sheet.

b. Other asset - backed securities: includes asset-backed

securities, notes issued by securitization funds collateralized

mainly by mortgage loans that do not meet the above

requirements and other loans (mainly personal loans with an

average maturity of  five years  and loans to SMEs with average

maturities of  seven years) and private issues of Santander

Consumer USA Holdings Inc. collateralized by vehicles assigned

under operating leases.

2. Other mortgage securities include mainly:

a. Mortgage-backed bonds with average maturities of more than

ten years that are secured by a portfolio of mortgage loans and

credits (included in secured loans  —see note 10.b—) which

must: not be classified as of procedural stage; have available

appraisals performed by specialised entities; have a loan-to-

value (LTV) ratio below 80% in the case of home loans and

below 60% for loans for other assets and have sufficient

liability insurance.

b. Other debt securities issued as part of the Group’s liquidity

strategy in the UK, mainly covered bonds in the UK secured by

mortgage loans and other assets.

Grupo Santander has a balance corresponding to mortgage bonds

at 31 December  2025 of EUR 22,624 million (all of them issued in

euros), which correspond to issues of Banco Santander, S.A. (with

an outstanding face value of EUR  22,360  million).

The issuing entity may repay the mortgage bonds early, if this has

been expressly established in the final conditions of the issue in

question and in the conditions established there.

None of the mortgage bonds issued by Banco Santander have

replacement assets involved.

During 2023, the Bank of Spain has published Circular 1/2023 of 4

February , which modifies Circular 4/2017, repealing the

breakdown in the annual accounts and the information related to

internal accounting development and management control.

Additionally, Banco Santander, S.A. issues internationalization

certificates, which are securities whose capital and interest are

guaranteed by loans and credits that are linked to the financing of

export contracts or the internationalization of companies.

The fair value of the guarantees received by the Group (financial

and non-financial assets) which the Group is authorised to sell or

pledge even if the owner of the guarantee has not defaulted is

scantly material taking into account the Consolidated financial

statements as a whole.

Annual report 2025712

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23.

#### Subordinated liabilities

#### a) Breakdown

The detail, by currency of issue, of Subordinated liabilities, deposits

and marketable debt securities,  in the consolidated balance sheets

is as follows:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | EUR million | | | 2025 | |
|  | 2025 | 2024 | 2023 | Outstanding issue  amount in foreign  currency (million) | Annual interest  rate (%) |
| Currency of issue |
| Euro | 11,402 | 14,999 | 13,684 | 11,402 | 4.55% |
| US dollar | 9,750 | 13,425 | 11,300 | 11,462 | 6.53% |
| Brazilian real | 4,354 | 3,600 | 2,518 | 28,117 | 16.30% |
| Pound sterling | 1,347 | 1,409 | 1,353 | 1,176 | 4.28% |
| Other currencies | 2,434 | 2,380 | 2,057 |  |  |
| Balance at end of year | 29,287 | 35,813 | 30,912 |  |  |

Note 51 contains a detail of the residual maturity periods of

subordinated liabilities at each year-end.

#### b) Changes

The movement in the balance of subordinated liabilities in the last

three years were as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Balance at beginning of year | 35,813 | 30,912 | 25,926 |
| Net inclusion of entities in the Group | — | — | (40) |
| IssuancesA | 2,287 | 7,001 | 7,007 |
| Of which: |  |  |  |
| Banco Santander, S.A. | 1,862 | 5,625 | 5,610 |
| Banco Santander (Brasil) S.A. | 375 | 1,338 | 1,112 |
| Banque Stellantis France | — | 25 | 150 |
| Redemptions and repurchasesA | (7,110) | (2,572) | (1,781) |
| Of which: |  |  |  |
| Banco Santander, S.A. | (6,754) | (2,433) | (1,000) |
| Santander UK Group Holdings plc | (352) | — | — |
| Santander Bank Polska S.A. | — | (100) | — |
| Santander UK plc | — | — | (702) |
| Banque Stellantis France | — | — | (78) |
| Exchange differences and other  movements | (1,703) | 472 | (200) |
| Balance at end of year | 29,287 | 35,813 | 30,912 |

A. The balance relating to issuances, redemptions and repurchases (EUR  4,823

million), together with the interest paid in remuneration of these issuances

including PPCC (EUR 1,560 million), is included in the cash flow from financing

activities.

#### c) Other disclosures

This caption includes contingent convertible or redeemable

preferred participations, as well as other subordinated financial

instruments issued  by consolidated companies,  which do not

qualify as equity (preferred shares).

Preferred shares do not have voting rights and are non-cumulative.

They have been subscribed by third parties outside the Group, and

except for the issuances of Santander UK plc, the rest are

redeemable by decision of the issuer, according to the terms of

each issue.

Banco Santander's contingently convertible preferred

participations are subordinated debentures and rank after common

creditors and any other subordinated credit that by law and/or by

their terms, to the extent permitted by Spanish law, ranks higher

than the contingently convertible preferred participations. Their

remuneration is conditioned to the obtainment of sufficient

distributable profits, and to the limitations imposed by the

regulations on shareholders' equity, and they have no voting

rights. The other issues of Banco Santander, S.A. mentioned in this

caption are also subordinated debentures and, for credit ranking

purposes, they rank behind all the common creditors of the issuing

entities and ahead of any other subordinated credit that ranks pari

passu with the Bank's contingently convertible preferred

participations.

The main issuances of subordinated debt securities, broken down

by company, are detailed below:

Issuances by Banco Santander, S.A.

On 1 December 2025, Banco Santander, S.A. has proceeded to

redeem in advance all the issued subordinated obligations: 'EUR

60,000,000', with original maturity date on December 2026 and

with ISIN code XS1492669509.

On 19 November 2025, Banco Santander, S.A. carried out an

issuance for an amount of USD 1,500 million with ISIN code

US05971KAA79.

Annual report 2025713

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

On 24 September 2025, Banco Santander, S.A. proceeded to

redeem in advance all the issued subordinated obligations: 'EUR

50,000,000 Fixed/Floating', with original maturity date on March

2029 and with ISIN code XS1585005314.

On 5 August 2025, Banco Santander, S.A. proceeded to redeem in

advance the subordinated debt issuances with ISIN code

XS1384064587, for a nominal amount of EUR 1,500 million, with a

coupon of 3.250% and original maturity date on April 2026 and

with ISIN code XS1548444816, for a nominal amount of EUR

1,000 million, with a coupon of 3.125% and original maturity date

on January 2027.

On 2 July 2025, Banco Santander, S.A. proceeded to repurchase for

their subsequent redeem in advance the contingently convertible

preferred shares with ISIN code XS2102912966, for a total nominal

amount of EUR 466.6 million and which are traded on the market

of the Irish Stock Exchange 'Global Exchange Market', leaving the

amount in circulation at  EUR 1,033.4 million.

On 2 July 2025, Banco Santander, S.A. carried out a placement of

preference shares contingently convertible into newly issued

ordinary shares of the Bank (PPCC), for a nominal amount of EUR

1,500 million with ISIN code XS3100756637 . The Issuance has

been made at par and the remuneration of the PPCC, whose

payment is subject to certain conditions and is also discretionary,

has been set at 6% quarterly for the first six years, being reviewed

every five years thereafter by applying a margin of 381.9 basis

points over the five-year mid-swap rate.

On 18 March 2025, Banco Santander, S.A. carried out an issuance

for an amount of EUR 1,500 million with ISIN code XS1201001572.

On 17 February 2025, Banco Santander, S.A. prepaid EUR

600.8 million out of a total of EUR 1,500 million of the transaction

with ISIN XS138406464587 following the tender announcement

launched on 6 February 2025.

On 17 February 2025, Banco Santander, S.A. prepaid EUR

563.6 million euros out of a total of EUR 1,000 million of the

transaction with ISIN XS1548444816 following the tender

announcement launched on 6 February 2025.

On 1 August 2024, Banco Santander, S.A. carried out a placement

of preference shares contingently convertible into newly issued

ordinary shares of the Bank (PPCC), for a nominal amount of USD

1,500 million (valued at EUR  1,356 million ).  The issuance has been

made at par and the remuneration of the PPCC, whose payment is

subject to certain conditions and is also discretionary, has been set

at 8% annually for the first ten years, being reviewed every five

years thereafter by applying a margin of 391.1  basis points over

the 5-year mid-swap rate.

On 20 May 2024, Banco Santander, S.A., proceeded to partially

redeem in advance the contingently convertible preferred shares

with ISIN code XS1793250041, for a total nominal amount of EUR

1,312 million and which are traded on the market of the Irish Stock

Exchange 'Global Exchange Market' (the 'PPCC'), leaving the

amount in circulation at EUR 187.6 million.

On 20 May 2024, Banco Santander, S.A. carried out a placement of

preference shares contingently convertible into newly issued

ordinary shares of the Bank (PPCC), for a nominal amount of EUR

1,500 million. The Issuance has been made at par and the

remuneration of the PPCC, whose payment is subject to certain

conditions and is also discretionary, has been set at 7% annually

for the first six years, being reviewed every five years thereafter by

applying a margin of 443.2 basis points over the 5-year mid-swap

rate.

On 14 March 2024, Banco Santander, S.A. issued subordinated

obligations for an amount of USD   1,250 million (valued at EUR

1,158 million) for a term of  10 years. The issuance was made at par

and the issue coupon was set at 6.35% per year, payable bi-

annually.

On 8 February 2024, Banco Santander, S.A., proceeded to prepay

all of the contingently convertible Tier 1 preferred shares with ISIN

code XS1951093894, for a total nominal amount of USD

1,200 million (valued at EUR  1,110 million) and that were traded

on the Irish Stock Exchange 'Global Exchange Market' (the 'PPCC').

On 22 January 2024, Banco Santander, S.A. issued subordinated

bonds for an amount of EUR 1,250 million for a term of 10 years

and 3 months. The issue was carried out at 99.74% and the issue

coupon was set at 5% per year for the first 5 years and 3 months,

with an amortization option in April 2029, reviewing the coupon, in

case of non-amortization, at a fixed rate equivalent to a margin of

250 points plus the  5-year Euro swap rate.

On 29 December 2023,  Banco Santander, S.A., proceeded to

prepay all the Tier 1 Contingently Convertible Preferred Securities

with ISIN code  XS1692931121 for a total nominal amount of EUR

1,000 million and which were traded on the Irish Stock Market

'Global Exchange Market' (the 'PPCC').

On 21 November 2023, Banco Santander, S.A., carried out a

placement of two series of contingently convertible preferred

shares into newly issued ordinary shares of the Bank, for a total

nominal amount of USD 1,150 million  (EUR 1,054 million at the

exchange rate on the day of issue) and USD 1,350 million (EUR

1,235 million at the exchange rate on the day of issue),

respectively.

The issue was carried out at par and the remuneration of the PPCC,

whose payment is subject to certain conditions and is also

discretionary, was set (i) for the first Series at 9.625% annually for

the first five years and six months, being reviewed every five years

thereafter by applying a margin of 530.6 basis points on the five-

year UST rate (5-year UST), and (ii) for the second Series at 9.625%

annually for the first ten years, being reviewed thereafter every

five years, applying a margin of 529.8 basis points on the five-year

UST rate.

On 8 August 2023, Banco Santander, S.A. carried out an issuance of

subordinated obligations for an amount of 2,000 million dollars

(1,821 million euros at the exchange rate on the day of issuance).

The issue was carried out at par coupon was set at 6.921% per

year, payable semiannually during the 10-year life of the

operation.

Annual report 2025714

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

On 23 May 2023, Banco Santander, S.A. issued subordinated bonds

for an amount of 1,500 million euros for a term of 10 years and 3

months. The issue was carried at 99.739% and the coupon of the

issue was set at 5.75% annually for the first 5 years and 3 months,

with the option of amortization in August 2028, revising the

coupon, in case of non-amortization, at a margin of 285 points plus

the Euro Swap type 5 years.

On 25 April 2022, Banco Santander, S.A. proceeded to prepay all

the Tier 1 Contingently Convertible Preferred Securities with ISIN

code XS1602466424 and common code 160246642 in circulation,

for a total nominal amount of EUR 750 million and which were

traded on the Irish Stock Market 'Global Exchange Market' (the

'PPCC').

On 22  November 2021, Banco Santander, S.A. issued subordinated

debentures for a term of eleven years, with a redemption option on

the tenth anniversary of the issue date, in the amount of USD

1,000 million (EUR 1,007 million at the exchange rate on the day of

issue). The issue bears interest at an annual rate of 3.225%,

payable semi-annually, for the first ten years. This issue has an

early redemption option in the tenth year from the issue date and if

the redemption is not executed in the tenth year, the coupon is

repriced at a margin of 160 points over the one-year US

government bond.

On 4 October 2021, Banco Santander, S.A. issued subordinated

debentures for a term of eleven years, with a redemption option on

the sixth anniversary of the issue date, amounting to GBP

850 million (EUR 887 million at the exchange rate on the day of

issue). The issue bears interest at an annual rate of 2.25%, payable

annually for the first six years (then repricing at a margin of 165

points over the 5-year UK government bond).

On 21 September 2021, Banco Santander, S.A. carried out a

placement of preferential shares contingently convertible into

newly issued ordinary shares of the Bank ('PPCC') for a nominal

amount of EUR 1,000 million (issue placed on the market EUR

997 million ). The issuance was carried out at par and the

remuneration of the PPCC, whose payment is subject to certain

conditions and is also discretionary, was set at 3.625% per year for

the first  eight years , being reviewed every five years applying a

margin of 376 basis points over the 5-year Mid-Swap Rate.

On 12 May 2021, Banco Santander, S.A. placed the issue of

preference shares contingently convertible into newly issued

ordinary shares of the Bank, previously announced, for a total

nominal amount of  EUR 1,578 million, issued in a Series in Dollars

of  USD 1,000 million (EUR 828 million at the exchange rate on the

day of issue) and a Series in Euros for an amount of EUR

750 million. The issuance was carried out at par and the

remuneration of the PPCC, whose payment is subject to certain

conditions and is also discretionary, was set (i) for the Series in

Dollars at 4.750%  per annum for the first six years, being revised

every  five years applying a margin of 375.3 basis points over the 5-

year UST rate and (ii) for the Series in Euros by 4.125% per annum

for the first seven years, being revised every five years applying a

margin of 431.1 basis points over the applicable 5-year euro mid-

swap.

On 3 December 2020, Banco Santander, S.A. issued subordinated

debentures with a ten-year term of USD 1,500 million (EUR

1,222 million at the date of issue). The issue bears interest at an

annual rate of 2.749%, payable semiannually.

On 22 October 2020, it carried out a ten-year subordinated

debenture issue for an amount of EUR 1,000 million. The issue

bears interest at an annual rate of 1.625%, payable annually.

On 14 January 2020, it carried out a placement of contingently

convertible preferred participations into newly issued ordinary

shares of the Bank (the 'PPCCs'), excluding the pre-emptive

subscription rights of its shareholders and for a nominal amount of

EUR 1,500 million (the 'Issuance' and the 'PPCCs'). The Issuance

was made at par and the remuneration of the PPCCs, the payment

of which is subject to certain conditions and is also discretionary,

was set at 4.375% per annum for the first six years, revised every

five years thereafter by applying a margin of 453.4 basis points

over the 5-year  mid-Swap Rate (5-year mid-Swap Rate).

On 8 February 2018, a ten-year subordinated debenture issuance

of EUR 1,250 million was carried out. The issue accrues annual

interest of 2.125% payable annually.

Issuances by Banco Santander (Brasil) S.A.

In early December 2025, Brazil closed a Tier 2 subordinated debt

issuance in its local market with a 10-year term and the first call

date at 5 years, for an amount of BRL 2.4 billion. The issuance price

was 10y CDI + 65 bps.

At September 2024, Brazil issued AT1 Financial Notes (PerpNC5) in

its local market for an amount of BRL 7,600 million at CDI + 140%

(equivalent to UST +222 bps).

At the beginning of October 2023, Banco Santander (Brasil) S.A.

carried out an issuance of Subordinated Financial Bills (TIER II) in its

local market for a 10-year term, with a repurchase option as of the

fifth anniversary of the issuance date, in the amount of BRL

6,000 million. The issuance price was CDI +1.6% per annum,

payable at maturity.

At the end of November 2021, Banco Santander (Brasil) S.A. carried

aout an issuance of Subordinated Financial Bills (TIER II) in its local

market for a 10-year term, with a repurchase option as of the fifth

anniversary of the issue date, in the amount of BRL 5,500 million.

The issue price was CDI 2% per annum, payable at maturity.

Issuance by Santander Bank Polska S.A.

At 28 November 2024, Santander Bank Polska S.A proceeded to

repay subordinated debt ISIN XS0531310182 for EUR 100 million.

The debt was originally fully subscribed by the EBRD at 5 August

2010.

The accrued interests from the subordinated liabilities during 2025

amounted to EUR 1,486 million (EUR 1,357  million and EUR 1,010

million during 2024 and 2023, respectively).

In addition, interests from the PPCC and PPCA during 2025

amounted to EUR  622 million (EUR 620 million and EUR 492

million in 2024 and 2023, respectively).

Annual report 2025715

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24.

#### Other financial liabilities

The detail of Other financial liabilities in the consolidated balance

sheets is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Trade payables | 1,452 | 1,452 | 1,783 |
| Clearing houses | 794 | 776 | 1,269 |
| Tax collection accounts: |  |  |  |
| Public Institutions | 6,271 | 6,156 | 4,986 |
| Factoring accounts payable | 274 | 226 | 272 |
| Unsettled financial transactions | 3,860 | 7,421 | 6,412 |
| Lease liabilities (note 2.k) | 1,822 | 2,202 | 2,400 |
| Other financial liabilities | 21,645 | 21,683 | 23,065 |
|  | 36,118 | 39,916 | 40,187 |

Note 51 contains a detail of the residual maturity periods of other

financial liabilities at each year-end.

Lease liabilities

The cash outflow of leases in  2025 was EUR 510  million (EUR  684

million and EUR 738 in 2024  and 2023, respectively).

The analysis of the maturities of lease liabilities at 31 December

2025, 2024 and 2023  is shown below:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | |  |  |
|  | 2025 | 2024 | 2023 |
| Maturity Analysis - Discounted  payments |  |  |  |
| Within 1 year | 466 | 526 | 586 |
| Between 1 and 3 years | 619 | 868 | 918 |
| Between 3 and 5 years | 315 | 405 | 480 |
| Later than 5 years | 422 | 403 | 416 |
| Total discounted payments at the end  of the year | 1,822 | 2,202 | 2,400 |

During 2025, 2024  and  2023 there were no significant variable

lease payments not included in the valuation of lease liabilities.

25. Provisions

#### a) Breakdown

The detail of Provisions in the consolidated balance sheets is as

follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Provision for pensions and other  obligations post-employments | 1,656 | 1,731 | 2,225 |
| Other long term employee  benefits | 993 | 915 | 880 |
| Provisions for taxes and other  legal contingencies | 2,989 | 2,717 | 2,715 |
| Contingent liabilities and  commitments (note 2.o) | 713 | 710 | 702 |
| Other provisions | 2,004 | 2,334 | 1,919 |
| Provisions | 8,355 | 8,407 | 8,441 |

Annual report 2025716

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### b) Changes

The changes in 'Provisions' in the last three years were as follows:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million | | | | | |
|  | 2025 | | | | |
|  | Post  employment  plans | Long term  employee  benefits | Contingent  liabilities and  commitments | Other  provisions | Total |
| Balances at beginning of year | 1,731 | 915 | 710 | 5,051 | 8,407 |
| Incorporation of Group companies, net | (13) | — | — | — | (13) |
| Additions charged to income | 75 | 437 | 50 | 2,299 | 2,861 |
| Interest expense (note 39) | 59 | 32 | — | — | 91 |
| Staff costs (note 46) | 32 | 9 | — | — | 41 |
| Provisions or reversion of provisions | (16) | 396 | 50 | 2,299 | 2,729 |
| Addition | 6 | 424 | 591 | 4,429 | 5,450 |
| Release | (22) | (28) | (541) | (2,130) | (2,721) |
| Other additions arising from insurance contracts linked to  pensions | (5) | — | — | — | (5) |
| Changes in value recognised in equity | 220 | — | — | — | 220 |
| Payments to pensioners and pre-retirees with a charge to  internal provisions | (107) | (358) | — | — | (465) |
| Benefits paid due to settlements | (31) | — | — | — | (31) |
| Insurance premiums paid | — | — | — | — | — |
| Payments to external funds | (329) | — | — | — | (329) |
| Amounts used | — | — | — | (2,252) | (2,252) |
| Transfer, exchange differences and other changes | 115 | (1) | (47) | (105) | (38) |
| Balances at end of year | 1,656 | 993 | 713 | 4,993 | 8,355 |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | | | | |
|  | 2024 | | | | |  | 2023 | | | | |
|  | Post  employment  plans | Long term  employee  benefits | Contingent  liabilities and  commitments | Other  provisions | Total |  | Post  employment  plans | Long term  employee  benefits | Contingent  liabilities and  commitments | Other  provisions | Total |
| Balances at beginning of year | 2,225 | 880 | 702 | 4,634 | 8,441 |  | 2,392 | 950 | 734 | 4,073 | 8,149 |
| Incorporation of Group  companies, net | — | — | — | — | — |  | (4) | — | — | — | (4) |
| Additions charged to income | 94 | 368 | 47 | 3,106 | 3,615 |  | 92 | 244 | (38) | 2,247 | 2,545 |
| Interest expense (note 39) | 76 | 29 | — | — | 105 |  | 59 | 34 | — | — | 93 |
| Staff costs (note 46) | 34 | 11 | — | — | 45 |  | 33 | 9 | — | — | 42 |
| Provisions or reversion of  provisions | (16) | 328 | 47 | 3,106 | 3,465 |  | — | 201 | (38) | 2,247 | 2,410 |
| Addition | 5 | 335 | 430 | 4,429 | 5,199 |  | 3 | 204 | 378 | 3,759 | 4,344 |
| Release | (21) | (7) | (383) | (1,323) | (1,734) |  | (3) | (3) | (416) | (1,512) | (1,934) |
| Other additions arising from  insurance contracts linked to  pensions | (2) | — | — | — | (2) |  | — | — | — | — | — |
| Changes in value recognised in  equity | 643 | — | — | — | 643 |  | 944 | — | — | — | 944 |
| Payments to pensioners and  pre-retirees with a charge to  internal provisions | (153) | (331) | — | — | (484) |  | (182) | (316) | — | — | (498) |
| Insurance premiums paid | — | — | — | — | — |  | — | — | — | — | — |
| Payments to external funds | (708) | — | — | — | (708) |  | (750) | — | — | — | (750) |
| Amounts used | — | — | — | (2,490) | (2,490) |  | — | — | (1) | (2,087) | (2,088) |
| Transfer, exchange differences  and other changes | (368) | (2) | (39) | (199) | (608) |  | (267) | 2 | 7 | 401 | 143 |
| Balances at end of year | 1,731 | 915 | 710 | 5,051 | 8,407 |  | 2,225 | 880 | 702 | 4,634 | 8,441 |

Annual report 2025717

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

c) Provision for pensions and other obligations

post –employments and Other long term

employee benefits

The detail of Provisions for pensions and similar obligations is as

follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Provisions for post-employment plans  - Spanish entities | 602 | 674 | 770 |
| Provisions for other similar obligations  - Spanish entities | 927 | 852 | 817 |
| Of which pre-retirements | 916 | 839 | 805 |
| Provisions for post-employment plans  - United Kingdom | 26 | 28 | 76 |
| Provisions for post-employment plans  - Other subsidiaries | 1,028 | 1,029 | 1,379 |
| Provisions for other similar obligations  - Other subsidiaries | 66 | 63 | 63 |
| Provision for pensions and other  obligations post -employments and  Other long term employee benefits | 2,649 | 2,646 | 3,105 |
| Of which defined benefits | 2,637 | 2,638 | 3,097 |

i. Spanish entities - Post-employment plans and other

#### similar obligations

At 31 December 2025, 2024  and 2023, the Spanish entities had

post-employment benefit obligations under defined contribution

and defined benefit plans. In addition, in various years some of the

consolidated entities offered certain of their employees the

possibility of taking pre-retirement and, therefore, provisions are

recognised each year for the obligations to employees taking pre-

retirement -in terms of salaries and other employee benefit costs-

from the date of their pre-retirement to the agreed end date.

In 2023, the provisions made to cover the commitments with  502

employees covered by early retirement and incentivized dismissals

plan amounted to EUR 160 million .

In 2024, the provisions made to cover the commitments with  826

employees covered by early retirements and incentivized

dismissals amounted to EUR 303 million.

In 2025, the provisions made to cover the commitments with 1,238

employees covered by early retirements and incentivized

dismissals amounted to EUR 389 million.

The expenses incurred by the Spanish companies in 2025,  2024

and 2023  in respect of contributions to defined contribution plans

amounted to EUR 130 million, EUR  126  million and EUR 116

million, respectively.

The amount of the defined benefit obligations was determined on

the basis of the work performed by independent actuaries using

the following actuarial techniques:

1.Valuation method: projected unit credit method, which sees each

period of service as giving rise to an additional unit of benefit

entitlement and measures each unit separately.

2.Actuarial assumptions used: unbiased and mutually compatible.

Specifically, the most significant actuarial assumptions used in

the calculations were as follows:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | Post-employment plans | | |  | Other similar obligations | | |
|  | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |
| Annual discount rate | 3.75% | 3.00% | 3.35% |  | 3.75% | 3.00% | 3.35% |
| Mortality tables | PER2020 M/F  Col. Orden 1 | PER2020 M/F  Col. Orden 1 | PER2020 M/F  Col. Orden 1 |  | PER2020 M/F Col.  Orden 1 | PER2020 M/F Col.  Orden 1 | PER2020 M/F Col.  Orden 1 |
| Cumulative annual CPI growth | 2.00% | 2.00% | 2.00% |  | 2.00% | 2.00% | 2.00% |
| Annual salary increase rate | 1.25%A | 1.25%A | 1.25%A |  | N/A | N/A | N/A |
| Annual social security pension  increase rate | 2.12% | 2.12% | 2.12% |  | N/A | N/A | N/A |
| Annual benefit increase rate | N/A | N/A | N/A |  | 0% | 0% | 0% |

A. Corresponds to the group’s defined-benefit obligations.

The discount rate used for the flows was determined by reference

to high-quality corporate bonds (at least AA in euros) matching the

durations of the commitments. From the bond portfolio

considered, callable, putable and sinkable bonds, which could

distort the rates, are excluded.

Any changes in the main assumptions could affect the calculation

of the obligations. At 31 December 2025 , if the discount rate used

had been decreased or increased by 50 basis points (bp), there

would have been an increase or decrease in the present value of

the post-employment obligations of 4.02% (-50 bp) to -3.75%

(+50 bp),respectively, and an increase or decrease in the present

value of the long-term obligations of  1.15% (-50 bp) to -1.15%

(+50 bp), respectively.

These changes would be offset in part by increases or decreases in

the fair value of the assets and insurance contracts linked to

pensions.

Annual report 2025718

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

3. The estimated retirement age of each employee is the first at

which the employee is entitled to retire or the agreed-upon age,

as appropriate.

The fair value of insurance contracts was determined as the

present value of the related payment obligations, taking into

account the following assumptions:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | Post-employment plans | | |  | Other similar obligations | | |
|  | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |
| Expected rate of return on plan assets | 3.75% | 3.00% | 3.35% |  | 3.75% | 3.00% | 3.35% |
| Expected rate of return on reimbursement rights | 3.75% | 3.00% | 3.35% |  | N/A | N/A | N/A |

The funding status of the defined benefit obligations in 2025 and

the two preceding years is as follows:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | | |
|  | Post-employment plans | | |  | Other similar obligations | | |
|  | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |
| Present value of the obligations |  |  |  |  |  |  |  |
| To current employees | 34 | 49 | 51 |  | — | — | — |
| Vested obligations to retired employees | 1,610 | 1,850 | 1,936 |  | — | — | — |
| To pre-retirees employees |  | — | — |  | 919 | 844 | 812 |
| Long-service bonuses and other benefits |  | — | — |  | 11 | 13 | 12 |
|  | 1,644 | 1,899 | 1,987 |  | 930 | 857 | 824 |
| Less - Fair value of plan assets | 1,058 | 1,234 | 1,235 |  | 3 | 5 | 7 |
| Provisions - Provisions for pensions | 586 | 665 | 752 |  | 927 | 852 | 817 |
| Of which: |  |  |  |  |  |  |  |
| Internal provisions for pensions | 535 | 593 | 677 |  | 927 | 852 | 817 |
| Net pension assets | (13) | (6) | (14) |  | — | — | — |
| Insurance contracts linked to pensions (note 14) | 67 | 81 | 93 |  | — | — | — |
| Unrecognised net assets for pensions | (3) | (3) | (4) |  | — | — | — |

The amounts recognised in the consolidated income statements in

relation to the aforementioned defined benefit obligations are as

follows:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | | |
|  | Post-employment plans | | |  | Other similar obligations | | |
|  | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |
| Current service cost | 5 | 3 | 2 |  | 1 | 1 | 1 |
| Interest cost (net) | 27 | 28 | 42 |  | 27 | 25 | 30 |
| Expected return on insurance contracts linked to pensions | (3) | (3) | (4) |  | — | — | — |
| Provisions or reversion of provisions |  |  |  |  |  |  |  |
| Actuarial (gains)/losses recognised in the year | — | — | — |  | (19) | — | 7 |
| Past service cost | — | 3 | 2 |  | — | — | 13 |
| Pre-retirement cost | — | — | — |  | 389 | 303 | 160 |
| OtherA | (16) | (10) | (1) |  | — | (4) | (1) |
|  | 13 | 21 | 41 |  | 398 | 325 | 210 |

A. Including reduction/settlement effect

In addition, in 2025 'Other comprehensive income – Items not

reclassified to profit or loss – Actuarial gains or (-) losses on

defined benefit pension plans' has  decreased by EUR 33 million

with respect to defined benefit obligations ( increase  of EUR 21 and

increase  of EUR 10 million in 2024 and 2023, respectively).

Annual report 2025719

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The changes in the present value of the accrued defined benefit

obligations were as follows:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | | |
|  | Post-employment plans | | |  | Other similar obligations | | |
|  | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |
| Present value of the obligations at beginning of year | 1,899 | 1,987 | 2,076 |  | 857 | 824 | 903 |
| Incorporation of Group companies, net | — | — | — |  | — | — | — |
| Current service cost | 5 | 3 | 2 |  | 1 | 1 | 1 |
| Interest cost | 67 | 71 | 82 |  | 27 | 25 | 30 |
| Pre-retirement cost | — | — | — |  | 389 | 303 | 160 |
| Effect of curtailment/settlement | (9) | (10) | (1) |  | — | (4) | (1) |
| Benefits paid | (179) | (203) | (210) |  | (325) | (292) | (290) |
| Benefits paid due to settlements | (31) | (2) | — |  | — | — | — |
| Past service cost | — | 3 | 2 |  | — | — | 13 |
| Actuarial (gains)/losses | (102) | 45 | 37 |  | (19) | — | 7 |
| Demographic actuarial (gains)/losses | (14) | — | (2) |  | (8) | (1) | — |
| Financial actuarial (gains)/losses | (88) | 45 | 39 |  | (11) | 1 | 7 |
| Exchange differences and other items | (6) | 5 | (1) |  | — | — | 1 |
| Present value of the obligations at end of year | 1,644 | 1,899 | 1,987 |  | 930 | 857 | 824 |

The changes in the fair value of plan assets and of insurance

contracts linked to pensions were as follows:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Plan Assets | | | | | | | |
| EUR million |  | | | | | | |
|  | Post-employment plans | | |  | Other similar obligations | | |
|  | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |
| Fair value of plan assets at beginning of year | 1,234 | 1,235 | 861 |  | 5 | 7 | 8 |
| Incorporation of Group companies, net | — | — | — |  | — | — | — |
| Expected return on plan assets | 40 | 43 | 40 |  | — | — | — |
| Gains/(losses) on settlements | 7 | — | — |  | — | — | — |
| Benefits paid | (144) | (124) | (89) |  | (2) | (2) | (2) |
| Contributions/(surrenders) | (7) | 58 | 409 |  | — | — | — |
| Actuarial gains/(losses) | (64) | 27 | 25 |  | — | — | — |
| Exchange differences and other items | (8) | (5) | (11) |  | — | — | 1 |
| Fair value of plan assets at end of year | 1,058 | 1,234 | 1,235 |  | 3 | 5 | 7 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Insurance Contracts linked to pensions | | | | | | | |
| EUR million | | | | | | | |
|  | Post-employment plans | | |  | Other similar obligations | | |
| 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |
| Fair value of insurance contracts linked to  pensions at beginning of year | 81 | 93 | 104 |  | — | — | — |
| Incorporation of Group companies, net | — | — | — |  | — | — | — |
| Expected return on insurance contracts linked to  pensions | 3 | 3 | 4 |  | — | — | — |
| Benefits paid | (12) | (13) | (15) |  | — | — | — |
| Paid premiums | — | — | — |  | — | — | — |
| Actuarial gains/(losses) | (5) | (2) | — |  | — | — | — |
| Fair value of insurance contracts linked to  pensions at end of year | 67 | 81 | 93 |  | — | — | — |

Annual report 2025720

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

In view of the conversion of the defined-benefit obligations to

defined-contribution obligations, the Group will not make material

current contributions in Spain in 2026 to fund its defined-benefit

pension obligations.

The plan assets and the insurance contracts linked to pensions are

instrumented mainly through insurance policies.

The following table shows the estimated benefits payable at 31

December 2025 for the next ten years:

|  |  |
| --- | --- |
|  |  |
| EUR million | |
| 2026 | 461 |
| 2027 | 391 |
| 2028 | 331 |
| 2029 | 274 |
| 2030 | 223 |
| 2031 to 2035 | 672 |

ii. United Kingdom

At the end of each of the last three years, the businesses in the

United Kingdom had post-employment benefit obligations under

defined contribution and defined benefit plans. The expenses

incurred in respect of contributions to defined contribution plans

amounted to EUR 92 million in 2025 (EUR  98 million in 2024 and

EUR 87 million in  2023 ).

The amount of the defined benefit obligations was determined on

the basis of the work performed by independent actuaries using

the following actuarial techniques:

1.Valuation method: projected unit credit method, which sees

each period of service as giving rise to an additional unit of

benefit entitlement and measures each unit separately.

2.Actuarial assumptions used: unbiased and mutually compatible.

Specifically, the most significant actuarial assumptions used in

the calculations were as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 | 2024 | 2023 |
| Annual  discount rate | 5.58% | 5.54% | 4.63% |
| Mortality  tables | 'S4 Light' tables  weighted 105%  males/101% females  and CMI\_2024  projection [LTR=1.25%,  A=0.25%, H=1] with  both Age-Period and  Cohort convergence  periods equal to core  values except  increased to 20 years  for ages 80 to 100 and  then tapering down to  nil by age 120 | The S3  Middle tables  weighted at  84% of the  CMI\_2023  projection  with an initial  addition of  0.25%,  smoothing  parameter 7  and  improving  1.25%. | The S3 Middle  tables  weighted at  84% of the  CMI\_2022  projection  with an initial  addition of  0.25%,  smoothing  parameter 7  and improving  1.25%. |
| Cumulative  annual CPI  growth | 2.9% | 3.11% | 3.02% |
| Annual salary  increase rate | 1.00% | 1.00% | 1.00% |
| Annual  pension  increase rate | 2.78% | 3.04% | 2.96% |

The discount rate used for the flows was determined by reference

to high-quality corporate bonds (at least AA in pounds sterling)

that coincide with the terms of the obligations.

Any changes in the main assumptions could affect the calculation

of the obligations. At 31 December 2025, if the discount rate used

had been decreased or increased by 50 basis points, there would

have been an increase or decrease in the present value of the

obligations of 5.82% (-50 bp) and -5.28% (+50 bp), respectively. If

the inflation assumption had been increased or decreased by 50

basis points, there would have been an increase or decrease in the

present value of the obligations of 4.23% (+50 bp) and -4.14% (-50

bp), respectively. These changes would be offset in part by

increases or decreases in the fair value of the assets.

The funding status of the defined benefit obligations in 2025 and

the two preceding years is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Present value of the obligations | 8,164 | 8,898 | 9,451 |
| Less- |  |  |  |
| Fair value of plan assets | 8,740 | 9,400 | 10,208 |
| Provisions - Provisions for pensions | (576) | (502) | (757) |
| Of which: |  |  |  |
| Internal provisions for pensions | 25 | 28 | 76 |
| Net assets for pensions | (601) | (530) | (833) |

Annual report 2025721

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The amounts recognised in the consolidated income statements in

relation to the aforementioned defined benefit obligations are as

follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Current service cost | 9 | 13 | 14 |
| Interest cost (net) | (31) | (40) | (62) |
| Provisions or reversal of provisions, net |  |  |  |
| Cost of services provided | — | — | — |
| Others | — | — | — |
|  | (22) | (27) | (48) |

In addition, in 2025 'Other comprehensive income – Items not

reclassified to profit or loss – Actuarial gains or (-) losses on

defined benefit pension plans has increased by EUR 117 million

with respect to defined benefit obligations ( increase of EU R  475

and of EUR 687 million in 2024  and 2023, respectively).

The changes in the present value of the accrued defined benefit

obligations were as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Present value of the obligations at  beginning of year | 8,898 | 9,451 | 8,982 |
| Net incorporation of companies into the  Group | — | — | (28) |
| Current service cost | 9 | 13 | 14 |
| Interest cost | 465 | 438 | 436 |
| Benefits paid | (469) | (465) | (428) |
| Benefits paid by settlements | — | — | (9) |
| Contributions made by employees | 3 | 7 | 6 |
| Past service cost | — | — | — |
| Actuarial (gains)/losses | (304) | (965) | 281 |
| Demographic actuarial (gains)/losses | (91) | (133) | (59) |
| Financial actuarial (gains)/losses | (213) | (832) | 340 |
| Exchange differences and other items | (438) | 419 | 197 |
| Present value of the obligations at end  of year | 8,164 | 8,898 | 9,451 |

The changes in the fair value of the plan assets were as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Fair value of plan assets at beginning of  year | 9,400 | 10,208 | 10,152 |
| Net incorporation of companies into the  Group | — | — | (41) |
| Expected return on plan assets | 496 | 478 | 498 |
| Benefits paid | (469) | (465) | (434) |
| Contributions | 203 | 182 | 225 |
| Actuarial gains/(losses) | (421) | (1,440) | (406) |
| Exchange differences and other items | (469) | 437 | 214 |
| Fair value of plan assets at end of year | 8,740 | 9,400 | 10,208 |

In 2026 the Group expects to make current contributions to fund

these obligations for amounts similar to those made in  2025.

The main categories of plan assets as a percentage of total plan

assets are as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 | 2024 | 2023 |
| Equity instruments | — | — | — |
| Debt instruments | 67% | 66% | 62% |
| Properties | 11% | 14% | 12% |
| Other | 22% | 20% | 26% |

The following table shows the estimated benefits payable at 31

December 2025 for the next ten years:

|  |  |
| --- | --- |
|  |  |
| EUR million | |
| 2026 | 576 |
| 2027 | 485 |
| 2028 | 503 |
| 2029 | 527 |
| 2030 | 545 |
| 2031 to 2035 | 2,801 |

iii. Other foreign subsidiaries

Certain of the consolidated foreign entities have acquired

commitments to their employees similar to post-employment

benefits.

At 31 December 2025, 2024 and 2023, these entities had defined-

contribution and defined-benefit post-employment benefit

obligations. The expenses incurred in respect of contributions to

defined contribution plans amounted to EUR 110 million in 2025

(EUR  133 million at 31 December 2024  and EUR 107 million at 31

December 2023).

The actuarial assumptions used by these entities (discount rates,

mortality tables and cumulative annual CPI growth) are consistent

with the economic and social conditions prevailing in the countries

in which they are located.

Specifically, the discount rate used for the flows was determined

by reference to high-quality corporate bonds, except in the case of

Brazil where there is no extensive corporate bond market and,

accordingly the discount rate was determined by reference to the

series B bonds issued by the Brazilian National Treasury Secretariat

for a term coinciding with that of the obligations. In Brazil the

discount rate used was between 10.52% and 10.65%, the CPI

3.00% and the mortality table the AT-2000, AT-2000 Basic y

AT-2000 S10.

Any changes in the main assumptions could affect the calculation

of the obligations. At 31 December 2025, if the discount rate used

had been decreased or increased by 50 basis points, there would

have been an increase or decrease in the present value of the

obligations of 3.92% (-50 bp) and -3.53% (+ 50 bp), respectively.

These changes would be offset in part by increases or decreases in

the fair value of the assets.

Annual report 2025722

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The funding status of the obligations similar to post-employment

benefits and other long-term benefits in 2025 and the two

preceding years is as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | 2025 | Of which  business in  Brazil | 2024 | 2023 |
| Present value of the obligations | 6,886 | 4,569 | 6,903 | 8,485 |
| Less- |  |  |  |  |
| Of which: with a charge to the participants | 152 | 152 | 157 | 114 |
| Fair value of plan assets | 6,284 | 4,730 | 6,502 | 7,787 |
| Provisions - Provisions for pensions | 450 | (313) | 244 | 584 |
| Of which: |  |  |  |  |
| Internal provisions for pensions | 1,083 | 210 | 1,084 | 1,434 |
| Net assets for pensions | (170) | (60) | (141) | (154) |
| Unrecognised net assets for pensions | (463) | (463) | (699) | (696) |

The amounts recognised in the consolidated income statements in

relation to these obligations are as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million |  | | |
|  | 2025 | 2024 | 2023 |
| Current service cost | 26 | 28 | 25 |
| Interest cost (net) | 68 | 92 | 83 |
| Provisions or reversion of provisions |  |  |  |
| (Actuarial gains)/losses recognised in the  year | 25 | 28 | 23 |
| Past service cost | — | 2 | 1 |
| Pre-retirement cost | 3 | — | — |
| Other | (2) | (10) | (3) |
|  | 120 | 140 | 129 |

In addition, in 2025 'Other comprehensive income – Items not

reclassified to profit or loss – Actuarial gains or (-) losses on

defined benefit pension plans' has increased by EUR 136 million

with respect to defined benefit obligations (increase of EUR 147

million and EUR 247 million in 2024 and 2023, respectively).

The changes in the present value of the accrued obligations were

as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Present value of the obligations at  beginning of year | 6,903 | 8,485 | 7,578 |
| Incorporation of Group companies, net | (6) | — | (20) |
| Current service cost | 26 | 28 | 25 |
| Interest cost | 552 | 578 | 599 |
| Pre-retirement cost | 3 | — | — |
| Effect of curtailment/settlement | (2) | (10) | (2) |
| Benefits paid | (726) | (1,113) | (730) |
| Benefits paid due to settlements | (133) | (20) | (2) |
| Contributions made by employees | 4 | 4 | 3 |
| Past service cost | — | 2 | 1 |
| Actuarial (gains)/losses | 270 | (191) | 697 |
| Demographic actuarial (gains)/losses | 300 | (1) | 40 |
| Financial actuarial (gains)/losses | (30) | (190) | 657 |
| Exchange differences and other items | (5) | (860) | 336 |
| Present value of the obligations  at end of year | 6,886 | 6,903 | 8,485 |

The changes in the fair value of the plan assets were as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Fair value of plan assets at beginning  of year | 6,502 | 7,787 | 7,321 |
| Incorporation of Group companies, net | — | — | (16) |
| Expected return on plan assets | 556 | 551 | 588 |
| Benefits paid | (752) | (1,022) | (644) |
| Contributions | 134 | 477 | 124 |
| Actuarial gains/(losses) | (201) | (304) | 110 |
| Settlements gains/(losses) | (1) | — | — |
| Exchange differences and other items | 46 | (987) | 304 |
| Fair value of plan assets at end of year | 6,284 | 6,502 | 7,787 |

In 2026 the Group expects to make contributions to fund these

obligations for amounts similar to those made in 2025.

Annual report 2025723

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The main categories of plan assets as a percentage of total plan

assets are as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 | 2024 | 2023 |
| Equity instruments | 14% | 13% | 11% |
| Debt instruments | 79% | 79% | 83% |
| Properties | 1% | 1% | 1% |
| Other | 6% | 7% | 5% |

The following table shows the estimated benefits payable at 31

December 2025 for the next ten years:

|  |  |
| --- | --- |
|  |  |
| EUR million | |
| 2026 | 746 |
| 2027 | 736 |
| 2028 | 740 |
| 2029 | 744 |
| 2030 | 747 |
| 2031 to 2035 | 3,790 |

#### d) Provisions for taxes and other legal

#### contingencies and Other provisions

'Provisions - Provisions for taxes and other legal contingencies' and

'Provisions - Other provisions', which include, inter alia, provisions

for restructuring costs and tax-related and non-tax-related

proceedings, were estimated using prudent calculation procedures

in keeping with the uncertainty inherent to the obligations covered.

The definitive date of the outflow of resources embodying

economic benefits for the Group depends on each obligation. In

certain cases, these obligations have no fixed settlement period

and, in other cases, depend on the legal proceedings in progress.

The detail, by geographical area, of Provisions for taxes and other

legal contingencies and Other provisions is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Recognised by Spanish companies | 2,033 | 1,924 | 1,921 |
| Recognised by other EU companies | 310 | 694 | 433 |
| Recognised by other companies | 2,650 | 2,433 | 2,280 |
| Of which: |  |  |  |
| Brazil | 1,530 | 1,445 | 1,618 |
| United Kingdom A | 736 | 654 | 373 |
|  | 4,993 | 5,051 | 4,634 |

A. Of which GBP 461 million (EUR 528.1 million) correspond to the Financial

Conduct Authority (FCA) review of the Vehicle Finance Market as detailed in

note 25.e.ii.

Set forth below is the detail, by type of provision, of the balance at

31 December 2025, 2024 and 2023 of Provisions for taxes and

other legal contingencies and Other provisions.

The types of provision were determined by grouping together

items of a similar nature:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Provisions for taxes | 720 | 727 | 745 |
| Provisions for employment-related  proceedings (Brazil) | 594 | 458 | 611 |
| Provisions for other legal proceedings | 1,675 | 1,532 | 1,359 |
| Provision for customer remediation | 826 | 1,001 | 454 |
| Provision for restructuring | 279 | 589 | 596 |
| Other | 899 | 744 | 869 |
|  | 4,993 | 5,051 | 4,634 |

Relevant information is set forth below in relation to each type of

provision shown in the preceding table.

The provisions for taxes include provisions for tax-related

proceedings.

The provisions for employment-related proceedings (Brazil) relate

to claims filed by trade unions, associations, the prosecutor’s office

and ex-employees claiming employment rights to which, in their

view, they are entitled, particularly the payment of overtime and

other employment rights, including litigation concerning

retirement benefits. The number and nature of these proceedings,

which are common for banks in Brazil, justify the classification of

these provisions in a separate category or as a separate type from

the rest. The Group calculates the provisions associated with these

claims in accordance with past experience of payments made in

relation to claims for similar items. When claims do not fall within

these categories, a case-by-case assessment is performed and the

amount of the provision is calculated in accordance with the status

of each proceeding and the risk assessment carried out by the legal

advisers.

The provisions for other legal proceedings include provisions for

court, arbitration or administrative proceedings (other than those

included in other categories or types of provisions disclosed

separately) brought against Grupo Santander companies.

The provisions for customer remediation include mainly the

estimated cost of payments to remedy errors relating to the sale of

certain products in the UK, the CHF mortgage portfolio of Poland,

as well as the estimated amount related to the floor clauses of

Banco Popular Español, S.A.U in Spain. To calculate the provision

for customer remediation, the best estimate of the provision made

by management is used, which is based on the estimated number

of claims to be received and, of these, the number that will be

accepted, as well as the estimated average payment per case.

The provisions for restructuring include only the costs arising from

restructuring processes carried out by the various Group

companies.

Lastly, the Other heading contains very atomized and individually

insignificant provisions, such as the provisions to cover the

operational risk of the different offices of the Group.

Qualitative information on the main litigation is provided in

Note 25 e to the consolidated financial statements.

Annual report 2025724

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The Group's general policy is to record provisions for tax and legal

proceedings in which the Group assesses the chances of loss to be

probable and the Group does not record provisions when the

chances of loss are possible or remote. Grupo Santander

determines the amounts to be provided for as its best estimate of

the expenditure required to settle the corresponding claim based,

among other factors, on a case-by-case analysis of the facts and

the legal opinion of internal and external counsel or by considering

the historical average amount of the loss incurred in claims of the

same nature. The definitive date of the outflow of resources

embodying economic benefits for the Group depends on each

obligation. In certain cases, the obligations do not have a fixed

settlement term and, in others, they depend on legal proceedings

in progress.

Regarding their variations in fiscal year 2025, in provisions for

labour processes and others of a legal nature, EUR 524 million and

EUR 185 million were recorded in Brazil in 2025, making payments

of EUR 384 million and EUR 159 million, respectively.

#### e) Litigation and other matters

i. Tax-related litigation

At 31 December  2025  the main tax-related proceedings concerning

the Group were as follows:

• Legal actions filed by Banco Santander (Brasil) S.A. and other

Group entities to avoid the application of Law 9.718/98, which

modifies the basis to calculate Programa de Integraçao Social

(PIS) and Contribuição para Financiamento da Seguridade Social

(COFINS), extending it to all the entities income, and not only to

the income from the provision of services. In relation of Banco

Santander (Brasil) S.A. process, in 2015 the Federal Supreme

Court (FSC) admitted the extraordinary appeal filed by the

Federal Union regarding PIS, and dismissed the extraordinary

appeal lodged by the Brazilian Public Prosecutor's Office

regarding COFINS contribution, confirming the decision of

Federal Regional Court favourable to Banco Santander (Brasil)

S.A. of August 2007. The Federal Supreme Court also admitted

the appeals related to the other Group entities both for PIS and

COFINS. On June 13, 2023, the Federal Supreme Court ruled

unfavorably 2 cases through General Repercussion (Theme 372),

including Banco Santander (Brasil) S.A. case. The Bank has filed a

new appeal, considering the possible loss as a contingent

liability. The cases of the other Group entities are no longer

susceptible of appeal and a provision has been recognized for the

amount of the estimated loss.

• Banco Santander (Brasil) S.A. and other Group companies in

Brazil have appealed against the assessments issued by the

Brazilian tax authorities questioning the deduction of loan losses

in their income tax returns (Imposto sobre a Renda das Pessoas

Jurídicas - IRPJ - and Contribuçao Social sobre o Lucro Liquido -

CSLL-) in relation to different administrative processes of various

years on the ground that the requirements under the applicable

legislation were not met. The appeals, which involves several

cases, are pending decision in different administrative and

judicial instances. No provision was recognised in connection

with the amount considered to be a contingent liability.

• Banco Santander (Brasil) S.A. and other Group companies in

Brazil are involved in administrative and legal proceedings

against several municipalities that demand payment of the

Service Tax on certain items of income from transactions not

classified as provisions of services. There are several cases in

different judicial instances. A provision was recognised in

connection with the amount of the estimated loss.

• Banco Santander (Brasil) S.A. and other Group companies in

Brazil are involved in administrative and legal proceedings

against the tax authorities in connection with the taxation for

social security purposes of certain items which are not

considered to be employee remuneration. There are several

cases in different judicial instances. A provision was recognised in

connection with the amount of the estimated loss.

• In May 2003 the Brazilian tax authorities issued separate

infringement notices against Santander Distribuidora de Títulos e

Valores Mobiliarios, Ltda. (DTVM, actually Santander Brasil

Tecnología S.A.) and Banco Santander (Brasil) S.A. in relation to

the Provisional Tax on Financial Movements (Contribuição

Provisória sobre Movimentação Financeira) of the years 2000 to

2002. The administrative discussion ended unfavourably for both

companies, and on July 3, 2015, filed a lawsuit requesting the

cancellation of both tax assessments. The lawsuit was judged

unfavourably in first instance. Therefore, both plaintiffs appealed

to the court of second instance. In December 2020, the appeal

was decided unfavourably and the judgement was appealed

before the higher courts. This case fell within the scope of the

Comprehensive Transaction Programme (Programa de Transaçao

Integral) established by the Ministry of Finance, and in 2025 a

final settlement was reached. The amounts paid under the terms

of the Transaction were fully provisioned.

• In December 2010 the Brazilian tax authorities issued an

infringement notice against Santander Seguros S.A. (Brasil),

(currently Zurich Santander Brasil Seguros e Previdência S.A.), as

the successor by merger to ABN AMRO Brasil dois Participações

S.A., in relation to income tax (IRPJ and CSLL) for 2005,

questioning the tax treatment applied to a sale of shares of Real

Seguros, S.A. The administrative discussion ended unfavourably,

and the CARF decision has been appealed at the Federal Justice.

As the former parent of Santander Seguros S.A. (Brasil) (currently

Zurich Santander Brasil Seguros e Previdência S.A.), Banco

Santander (Brasil) S.A. is liable in the event of any adverse

outcome of this proceeding. No provision was recognised in

connection with this proceeding as it is considered to be a

contingent liability.

• In November 2014 the Brazilian tax authorities issued an

infringement notice against Banco Santander (Brasil) S.A. in

relation to corporate income tax (IRPJ and CSLL) for 2009

questioning the tax-deductibility of the amortisation of the

goodwill of Banco ABN AMRO Real S.A. performed prior to the

absorption of this bank by Banco Santander (Brasil) S.A., but

accepting the amortisation performed after the merger. The Bank

appealed before the Higher Chamber of CARF, and a final

favourable decision was obtained in April 2024. No provision was

recognised in connection with this proceeding as it was

considered to be a contingent liability.

Annual report 2025725

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• Banco Santander (Brasil) S.A. has also appealed against

infringement notices issued by the tax authorities questioning

the tax deductibility of the amortisation of the goodwill arising

on the acquisition of Banco Comercial e de Investimento

Sudameris S.A from years 2007 to 2012. In May and October

2024, the appeal related to period 2009 to 2012 was finally

rejected by the CARF and the resolution was appealed at the

Federal Justice. No provision was recognised in connection with

this matter as it was considered to be a contingent liability.

• Banco Santander (Brasil) S.A. and other companies of the Group

in Brazil are undergoing administrative and judicial procedures

against Brazilian tax authorities for not admitting tax

compensation with credits derived from other tax concepts, not

having registered a provision for the amount considered to be a

contingent liability.

• Banco Santander (Brasil) S.A. is involved in appeals in relation to

infringement notices initiated by tax authorities regarding the

offsetting of tax losses in the CSLL of year 2009 and 2019. The

appeals are pending decision at the administrative level. No

provision was recognised in connection with this matter as it is

considered to be a contingent liability.

• Banco Santander (Brasil) S.A. filed a suspensive judicial measure

aiming to avoid the withholding income tax (Imposto sobre a

Renda Retido na Fonte - IRRF), on payments derived from

technology services provided by Group foreign entities. A

favorable decision was handed down and an appeal was filed by

the tax authority at the Federal Regional Court, where it awaits

judgment. No provision was recognized as it is considered to be a

contingent liability.

• Brazilian tax authorities have issued infringement notices against

Getnet Adquirência e Serviços para Meios de Pagamento S.A and

Banco Santander (Brasil) S.A. as jointly liable in relation to

corporate income tax (IRPJ and CSLL) for 2014 to 2018

questioning the tax-deductibility of the amortization of the

goodwill from the acquisition of Getnet Tecnologia  Proces S.A.,

considering that  the company would not have complied with the

legal requirements for such amortization. The tax assessment

notices were appealed to the CARF. In 2024, the CARF issued a

favourable partial decision on both infraction notices. In

December 2024, the tax authorities issued a new infringement

notice for 2019 and 2020. No provision was recognized as it is

considered to be a contingent liability.

The total amount for the aforementioned Brazil lawsuits that are

fully provisioned is EUR 553 million, and for lawsuits that qualify

as contingent liabilities is EUR 5,040 million.

At the date of approval of these consolidated annual accounts,

there are other less significant tax disputes.

ii. Non-tax-related proceedings

At 31 December 2025 the main non-tax-related proceedings

concerning the Group were as follows:

• Payment Protection Insurance (PPI): AXA France IARD and AXA

France Vie (former GE Capital Corporation Group entities, known

as Financial Insurance Company Ltd (FICL) and Financial

Assurance Company Ltd (FACL), acquired by AXA SA in 2015)

(together, AXA France) brought a claim against (i) Santander

Cards UK Limited (formerly known as GE Capital Bank Limited

(GECB), which was acquired by Banco Santander, S.A. in 2008

and subsequently transferred to Santander UK plc); and (ii)

Santander Insurance Services UK Limited (a Banco Santander,

S.A. subsidiary) (SISUK and together with GECB the Santander

Entities). The claim relates to the allocation of liability for

compensation and associated costs in respect of a large number

of PPI policies distributed by GECB pre-2005, which were

underwritten by FICL and FACL.

On 25 July 2025, the Commercial Court of England and Wales

handed down its judgment in relation to the claim brought by

AXA France (the Judgment). It found against SISUK in relation to

AXA France’s claim pursuant to an indemnity in an agency

agreement entered into between GECB, FICL and FACL in 2000

and novated by GECB to SISUK in 2010.  It also found GECB

negligent in the sale of PPI policies, but this element of the claim

was time barred to PPI policies sold in the period between 2002

and 2005 and overlaps with the indemnity claim. The Judgment

required the Santander Entities to pay GBP 515 million plus

interest of GBP 162 million.

In October 2025 the Santander Entities obtained permission to

appeal the findings in the Judgment relating to the application of

the indemnity arising from PPI sales occurring before the

indemnity had been agreed in December 2000 (Santander

Appeal).  In January 2026, AXA France obtained permission to

cross-appeal the Commercial Court’s rejection of AXA France’s

contribution claim made under the Civil Liability (Contribution)

Act 1978 (the AXA France’s cross appeal). A decision on the

Santander Appeal and AXA France’s cross appeal is expected in

the second half of 2026.

With respect to the Santander Appeal and AXA France’s cross-

appeal, there are points of legal interpretation to be resolved

and, in the case of the cross-appeal, factual points to be

determined. The significant uncertainties make it difficult to

predict the timing or the final impact of the resolution of the

appeals for the Group.

No customers have suffered loss as a consequence of the claim

brought by AXA France or the Judgment, nor does it impact upon

past redress paid to customers for PPI complaints.

Annual report 2025726

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• Motor Finance Broker Commissions: following the Financial

Conduct Authority’s (FCA) Motor Market review in 2019 which

resulted in a change in rules in January 2021, Santander

Consumer (UK) plc (SCUK) has received several of county court

claims and complaints in respect of its historical use of

discretionary commission arrangements (DCAs) prior to the 2021

rule changes. In January 2024, the FCA commenced a review of

the use of DCAs between lenders and credit brokers (the FCA

Review). Pending the conclusion of its review, the FCA paused

the handling of motor finance commission related complaints.

The pause is currently in place until 31 May 2026, reflecting the

extended timeline of the FCA's Review and subsequent

Consultation (see below).

After the Court of Appeal's decision rendered on 25 October 2024

within the judicial proceedings followed against DCAs of other

financial entities, as of 31 December 2024, the Santander UK

group Holdings recognised a provision of GBP  293.0 million (EUR

353.3 million). This provision was determined based upon the

information then available. It included estimates for operational

and legal costs and potential awards based on various scenarios

and used a range of assumptions, including the possible outcome

of the appeal to the Supreme Court in 2025 of the Court of

Appeal's decision. On 1 August 2025, the Supreme Court handed

down its judgment stating that motor dealers acting as credit

brokers do not owe fiduciary or disinterested duties to their

customers and, as a consequence, commission payments by

lenders to motor dealers would not be unlawful on that basis. In

addition, the Supreme Court held that an unfair relationship

under s.140A of the Consumer Credit Act 1974 had arisen in one

of the cases on its facts and awarded the amount of the

commission paid by the lender plus interest at a commercial rate

as the remedy. It also confirmed that the test for unfairness of

the relationship with borrower was highly fact sensitive and it

outlined a series of non-exhaustive factors to consider in

assessing unfair relationships in this context (indicating that no

or partial disclosure was not necessarily enough on its own to

constitute an unfair relationship).

Following the Supreme Court’s judgment, on 3 August 2025, the

FCA announced that it aimed to publish a consultation on an

industry wide redress scheme in early October (the

Consultation). Further to the publication of the FCA’s

Consultation on 7 October 2025, the Santander UK group

submitted its comments on 12 December 2025 and continues to

engage constructively with the FCA. The FCA has stated that its

intention is to publish the industry wide redress scheme no later

than in March 2026.

In light of the proposed sectoral scheme and taking into account

the objections raised and the uncertainty surrounding both the

final decision to be adopted by the FCA and the outcome of any

potential legal challenges, the Santander UK group has reviewed

the potential impact on SCUK in relation to the vehicle finance

market. The range of scenarios has been updated, which has

resulted in an additional estimated charge of GBP 183 million

(EUR 213.6 million). As of 31 December 2025, the total provision

amounts to GBP 461 million (EUR 528.1 million). This continues

to include estimates for operational and legal costs and potential

awards reflecting an increased likelihood of a higher number of

cases than had previously been predicted as eligible for redress

as well as an increased possibility that a remedy is sought to be

imposed which extends beyond reversing any damaging financial

consequences caused by any unfair relationships. The provision is

based on various scenarios using a range of assumptions,

including potential changes to the proposed scheme following

responses to the Consultation or publication of the FCA’s final

scheme rules.

There continue to be significant uncertainties as to the nature,

extent and timing of redress payments. Therefore, while the

ultimate financial impact of this matter could materially differ

from the amount of the provision as of this date, such impact is

not expected to be material for the Group as of the date of these

financial statements.

Annual report 2025727

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• Delforca: dispute arising from equity swaps entered into by

Gaesco (now Delforca 2008, S.A. (Delforca)) on shares of

Inmobiliaria Colonial, S.A. Banco Santander, S.A. is claiming to

Delforca before the Court of Barcelona in charge of the

bankruptcy proceedings, a total of EUR 66 million from the

liquidation resulting from the early termination of financial

transactions due to Delforca's non-payment of the equity swaps.

In the same bankruptcy proceedings, Delforca and Mobiliaria

Monesa, S.A., parent of Delforca (Monesa) have in turn claimed

the Bank to repay EUR 57 million, which the Bank received for

the enforcement of the agreed guarantee, as a result of the

aforementioned liquidation. On 16 September 2021 the

Commercial Court Number 10 of Barcelona has ordered Delforca

to pay the Bank EUR 66 million plus EUR 11 million in interest

and has dismissed the claims filed by Delforca. This decision was

appealed by Delforca, Monesa and the bankruptcy administrator.

On 15 November 2023 the Provincial Court of Barcelona

rendered a judgment dismissing the appeals filed by Delforca,

Monesa and the bankruptcy administrator. Delforca and Monesa

(not the bankruptcy administrator) filed an appeal in cassation,

that was rejected in November 2025 by the First Chamber of

Supreme Court and, as a result, the appeal and first instance

judgments in favor of the Bank have been confirmed.

Separately, Monesa, filed in 2009 a civil procedure with the

Courts of Santander against the Bank claiming damages that

have not been specified to date. The procedure is suspended.

• 'Planos Económicos': like the rest of the banking system in Brazil,

Santander Brazil has been the target of customer complaints and

collective civil suits stemming mainly from legislative changes

and its application to the retribution of bank deposits (economic

plans). At the end of 2017, an agreement was reached between

regulatory entities and the Brazilian Federation of Banks

(Febraban) with the purpose of closing the lawsuits and was

approved by the Supremo Tribunal Federal (the STF and the

Collective Agreement). Discussions focused on specifying the

amount to be paid to each affected client according to the

balance in their notebook at the time of the application of the

plan. Finally, the total value of the payments will depend on the

number of adhesions there may be and the number of savers

who have proved the existence of the account and its balance on

the date the indexes were changed. In November 2018, the STF

ordered the suspension of all economic plan proceedings for two

years from May 2018. On 29 May 2020,  STF approved the

extension of the Collective Agreement for 5 additional years

starting from 3 June 2020. Condition for this extension was to

include in the Collective Agreement actions related to the 'Collor

I Plan'. On May 2025, the STF issued the judgment recognizing

the constitutionality of the Bresser, Verão, Collor I and II plans,

guaranteeing savers the receipt of the amounts established in

the Collective Agreement and setting a deadline of 24 months for

new adhesions. As of 31 December 2025, the provision recorded

for the economic plan proceedings amounts to EUR

155.3 million.

• Banco Popular´s acquisition: after the declaration of the

resolution of Banco Popular, some investors filed claims against

the EU’s Single Resolution Board decision, and the FROB's

resolution executed in accordance with the aforementioned

decision. Likewise, numerous civil lawsuits were filed against

Banco Santander, S.A. alleging that the information provided by

Banco Popular was erroneous and requesting from Banco

Santander, S.A. the restitution of the price paid for the acquisition

of the investment instruments or, where appropriate, the

corresponding compensation.

In relation to the direct appeals filed before the General Court of

the European Union (EGC) and the Court of Justice of the

European Union (CJEU), all appeals were either dismissed or

discontinued. Currently there are no ongoing appeals. On 4

February 2026, the National Court issued its first rulings

dismissing the actions brought against the FROB’s decision, in

application of the judgments of the EGC and the CJEU.

In the civil proceedings, several Spanish judges referred to the

CJEU a number of preliminary questions that have already been

resolved. In particular, in the judgments of 5 May 2022

(C-410/20) and 5 September 2024 (C-775/22, C-779/22,

C-794/22), the CJEU stated that Directive 2014/59/EU on bank

resolution prevents shareholders, subordinated debt holders,

and holders of equity instruments converted into shares bringing

actions against a financial institution subject to a resolution

proceeding or against its successor after the resolution, claiming

liability for the information contained in the prospectus, under

Directive 2003/71/EC, or actions seeking the nullity of the

contract of subscription of capital instruments, which, given its

retroactive effects, would result in the refund of the value of

such securities, plus the interest accrued as of the date of

execution of the contract. In its 11 September 2025 resolution

(C-687/23), the CJEU declared that the above referred TJUE

resolutions do not apply to actions pursued prior to the entity’s

resolution. There are currently no other preliminary questions

under consideration.

On 4 March 2024, in the context of preliminary proceedings

42/2017, the Central Court of Instruction No. 4 issued a ruling

transforming the proceedings into Summary Proceedings and

terminating the investigation phase. This ruling considers that

the circumstantial evidence resulting from the investigation

which could constitute a crime is basically the following: (i) an

alleged misrepresentation in the prospectus of the 2016 capital

increase of Banco Popular; (ii) an alleged misrepresentation in

the annual accounts of Banco Popular for 2015, the interim

financial statements for 2016 and the annual accounts for 2016;

and (iii) the offer to the market of a distorted amount of

regulatory capital, after the capital increase of 2016 (for

allegedly having been granted by Banco Popular financing to

clients for the subscription of shares in the aforementioned

capital increase, without discounting it from the regulatory

capital). According to the aforementioned ruling, these facts

could constitute the crimes of fraud of investors (art. 282 of the

Criminal Code) and accounting falsehood (art. 290 of the

Criminal Code). All appeals filed against the ruling have been

dismissed.

Annual report 2025728

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The accusing parties, including the Public Prosecutor's Office,

filed their indictment briefs on 28 October 2024, which included

requests for compensation for civil liability and the request that

not only the defendants but also several entities are held liable

for such compensation, including Banco Santander, S.A., the

auditing firm and several insurance companies. Following the

filing of the indictment briefs, on 22 November 2024, the Court

(Investigating Judge) issued an order for the opening of the oral

trial against the defendants and civil liability parties, including

Banco Santander, S.A. as a possible civil liable party. However, in

line with what was determined by the Spanish National Court

and confirmed by the Supreme Court concerning the hypothetical

succession of Banco Popular by Banco Santander, S.A., the oral

trial has not been opened against the Bank as possible direct civil

liable party.

The order to open the oral trial states that the plaintiffs have

requested compensation for civil liability for a total amount of

EUR 2,277.65. Additionally, the order rejects the imposition of

the guarantee requested by several of the accusing parties,

considering that it is unnecessary to secure the outcome of the

trial. The defendants and potential civil liable parties submitted

their defense writs on 4 February 2025. After that, the

proceedings will be forwarded to the Criminal Chamber of the

National Court for the oral trial.

Regarding civil liability, the Bank considers that it has no

subsidiary civil liability in light of the CJEU’s judgments of 5 May

2022 (C-410/20), 5 September 2024 (C-775/22, C-779/22,

C-794/22) and 11 September 2025 (C-687/23 and C-447/23).

Notwithstanding the foregoing, the Spanish National Court has

stated that this issue shall be resolved within the ongoing

proceedings.

The estimated cost of any compensation to shareholders and

bondholders of Banco Popular recognized in the 2017 accounts

amounted to EUR 680 million, of which EUR 535 million were

applied to the commercial loyalty program. On 15 December

2024, Banco Santander, S.A., proceeded to redeem in advance

voluntarily all bonds in circulation regarding such commercial

action. The CJEU judgements of 5 May 2022 (C-410/20), 5

September 2024 (C-775/22, C-779/22, C-794/22) and 11

September 2025 (C-687/23 and C-447/23) referred above,

represented a very significant reduction in the risk associated

with these claims.

• German shares investigation: the Cologne Public Prosecution

Office is conducting an investigation against the Bank and other

group entities based in the UK - Santander UK plc, Santander

Financial Services Plc and Cater Allen International Limited -, in

relation to a particular type of tax dividend linked transactions

known as cum-ex transactions.

The Group is cooperating with the German authorities. According

to the state of the investigations, the result, and the effects for

the Group, which may potentially include the imposition of

material financial consequences (penalties, and/or

disgorgement of proceeds) cannot be anticipated. For this

reason, the Bank has not recognized any provisions in relation to

the potential imposition of financial liabilities.

• Banco Santander, S.A. was sued in a legal proceeding in which

the plaintiff alleges that the Bank breached his contract as CEO

of the institution: in the lawsuit, the claimant mainly requested a

declaratory ruling upholding the existence, validity and

effectiveness of such contract and its enforcement together with

the payment of certain amounts. For the case that the main

request is not granted, the claimant sought a compensation for a

total amount of approximately EUR 112 million or, an alternative

relief for other minor amounts. Banco Santander, S.A. answered

to the legal action stating that the conditions to which the

appointment of that position was subject to were not met; that

the executive services contract required by law was not

concluded; and that in any case, the parties could terminate the

contract without any justified cause. On 17 May 2021, the

plaintiff reduced his claims for compensation to EUR 61.9 million.

On 9 December 2021, the Court upheld the claim and ordered

the Bank to compensate the claimant in the amount of EUR

67.8 million. By court order of 13 January 2022, the Court

corrected and supplemented its judgment, reducing the total

amount to be paid by the Bank to EUR 51.4 million and clarifying

that part of this amount (buy out) was to be paid under the terms

of the offer letter, i.e., entirely in Banco Santander shares, within

the deferral period for this type of remuneration at the plaintiff's

former employer and subject to the performance metrics or

parameters of the plan in force at the Bank, which was that of

2018. As explained in note 5 of the report of the consolidated

annual accounts of the year 2022, the degree of performance of

these objectives was 33.3%.

The Bank filed an appeal against the judgment before the Madrid

Court of Appeal, which was opposed by the plaintiff. At the same

time, the plaintiff filed an application for provisional

enforcement of the judgment in the First Instance Court. A court

order was issued ordering enforcement of the judgment, and the

Bank deposited in the court bank account the full amount

provisionally awarded to the claimant, including interest, for an

approximate sum of EUR 35.5 million, within the voluntary

compliance period.

On 6 February 2023, Banco Santander was notified with the

judgment of 20 January 2023 by which the Madrid Court of

Appeal partially upheld the appeal filed by the Bank. The

judgment has reduced the amount to be paid by EUR 8 million,

which, to the extent that this amount was already paid in the

provisional partial enforcement of the judgement of First

Instance Court, must be returned to the Bank together with other

amounts for interest, which the appeal judgement also rejects.

The plaintiff deposited circa EUR 9.6 million. This amount was

received by the Bank on 11 July 2023.

On 11 April 2023, the Bank filed an extraordinary appeal for

procedural infringement and an appeal in cassation against the

Madrid Court of Appeal’s judgment before Spanish Supreme

Court. The extraordinary and cassation appeals submitted by the

Bank were accepted on 26 March 2025 and are pending to be

resolved. Existing provisions cover the estimated risk of loss.

Annual report 2025729

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

• CHF Polish Mortgage Loans: In  October 2019, the CJEU rendered

its decision in relation to the effects of the potential unfairness of

certain contractual clauses in CHF-Indexed loan agreements. The

CJEU established that it for the national courts to determine the

invalidity of a  contract where it cannot be maintained without

the clause declared unfair and where no  supplementary

provisions exist that would allow the contract to be maintained.

Subsequently, in  June 2023, the CJEU confirmed that the effects

of such invalidity must be determined in accordance with

national law, interpreted in the light of Directive 93/13/EEC, and

that claims by financial institutions exceeding the

reimbursement of the loan principal and, where applicable,

default interest, are contrary to the objectives of that Directive.

In April 2024, the Civil Chamber of the Polish Supreme Court

issued a judgment confirming that clauses relating to the

mechanism for determining the exchange rate declared abusive

cannot be replaced by alternative provisions and that, in the

absence of a binding exchange rate, the contract is not

enforceable for the parties. With regard to the effects of

invalidity, the Supreme Court confirmed the existence of

independent restitution claims for each party and ruled out the

possibility of claiming interest or other amounts for the use of

the funds. Nevertheless, certain aspects of this judgment have

been subject to internal debate within the Supreme Court itself,

reflecting the complexity and evolving nature of the

jurisprudential framework

In this context, Santander Bank Polska S.A. and Santander

Consumer Bank S.A. estimate legal risk using a model that

considers different possible outcomes and regularly review court

rulings on this matter in order to assess changes in case law,

including the impact of the aforementioned Supreme Court

judgment. Settlements are being reached both with customers

who have already initiated legal proceedings and with customers

who have not yet filed a claim. The model used to calculate

provisions for legal risks considers the evolution and expected

development of such settlements.

As of 31 December 2025, the total amount adjusted against the

gross carrying amount of loans in accordance with IFRS 9,

together with the provisions recognised under IAS 37, amounts

to PLN 5,874.3 million (EUR 1,391.9 million), of which

PLN3,191.7 million (EUR 756.3 million) corresponds to

adjustments to the gross carrying amount under IFRS 9 and PLN

2,682.6 million (EUR 635.6 million) to provisions recognised

under IAS 37. The adjustment to gross carrying amount in

accordance with IFRS9 during 2025 amounted to PLN

99.7 million (EUR 23.6 million), and the additional provisions

recognised under IAS 37 amounted to PLN 1245.3 million (EUR

293.8 million). Other costs related to the dispute amounted to

PLN 730.5 million (EUR 172.4 million). IAS 37.

As of the same date, Santander Bank Polska S.A. held a portfolio

of mortgages denominated in or indexed to CHF amounting to

approximately PLN 2,642.0 million (EUR 626.0 million) and

recognised provisions of PLN 4,766.4 million (EUR

1,129.4 million) to cover the CHF mortgage portfolio. Santander

Consumer Bank S.A. (Poland), in turn, held a portfolio of

mortgages denominated in or indexed to CHF amounting to

approximately PLN 735.9 million (EUR 174.4 million) and

recognised provisions of PLN 1,107.9 million (EUR 262.5 million)

to cover this portfolio.

Notwithstanding the above, as detailed in Note 3 b), in January

2026 the Group sold a 49% stake in Santander Bank Polska S.A.,

which ceased to be consolidated within the Group’s perimeter as

of that date.

The Group continues to monitor the evolution of legal

proceedings and to periodically review the adequacy of the

provisions recognised, which represent the best estimate of the

risk existing as of the reporting date.

• Banco Santander Mexico: dispute regarding a testamentary trust

constituted in 1994 by Mr. Roberto Garza Sada in Banca Serfin

(currently Santander Mexico) in favor of his four sons in which he

affected shares of Alfa, S.A.B. de C.V. (respectively, Alfa and the

Trust). During 1999, Mr. Roberto Garza Sada instructed

Santander México in its capacity as trustee to transfer

36,700,000 shares from the Trust's assets to his sons and

daughters and himself. These instructions were ratified in 2004

by Mr. Roberto Garza Sada before a Notary Public.

Mr. Roberto Garza Sada passed away on 14 August 2010 and

subsequently, in 2012, his daughters filed a complaint against

Santander Mexico alleging it had been negligent in its trustee

role. The lawsuit was dismissed at first instance in April 2017 and

on appeal in 2018. In May 2018, the plaintiffs filed an appeal

(recurso de amparo) before the First Collegiate Court of the

Fourth Circuit based in Nuevo León, which ruled in favor of the

plaintiffs on 7 May 2021, annulling the 2018 appeal judgment

and condemning Santander Mexico to the petitions claimed,

consisting of the recovery of the amount of 36,700,000 Alfa

shares, together with dividends, interest and damages.

Since 2021, Santander Mexico has filed before the Supreme

Court of Justice of the Nation a constitutional review challenge

(recurso de revisión constitucional) against the referred decision

which was initially rejected by the Supreme Court; and several

appeals (recursos de reclamación) against such rejection. On 25

June 2025, one of the appeals filed by the Bank was accepted,

and this decision was extended to a remaining one, which will

now be resolved. In case that these appeals are resolved

favorably to the Bank, the Supreme Court will decide on the

merits of the constitutional review against the judgment which

condemned the Bank.

In parallel to the foregoing, the Bank also filed an amparo

against the judgment favorable to the plaintiffs rendered by the

First District Court in the State of Nuevo León before the

Collegiate Courts if such State, and in 2024, the Bank requested

the Supreme Court of Justice of the Nation to take up and resolve

the matter through the faculty of attraction, what is pending.

Annual report 2025730

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The challenges and appeals filed by the Bank imply that the

judgment rendered in favour of the plaintiffs is not final, and

Santander México believes that the actions taken should prevail

and reverse the decision against it. The impact of a potential

unfavorable resolution for Santander México will be determined

in a subsequent proceeding and will also depend on the

additional actions that Santander México may take in its defense,

so it is not possible to determine it at this time. At the current

stage of the proceedings, the provisions recorded are considered

sufficient to cover the risks deriving from this claim.

• Mortgage Expenses: in December 2015 the Spanish Supreme

Court ruled that mortgage clauses relating to the payment of

fees associated to formalizing the mortgage were abusive. On 27

November 2018, the Supreme Court agreed that the taxpayer of

the documented legal acts stamp duty tax (IAJD) on the

mortgage loans should be the borrower. On 9 November 2018,

RDL 17/2018 came into force and modified the Law of the IAJD,

establishing that the taxpayer is the Bank. On 23 January 2019,

the Supreme Court ruled the distribution of the same must be

50% between the Bank and the borrower in public notary

expenses and agency expenses.  The Supreme Court also ruled

that the Bank must pay 100% of the Registry. On 26 October

2020, the Supreme Court ruled that the Bank is fully responsible

for the management expenses; and on 27 January 2021, the

Supreme Court ruled that the Bank is also responsible for the

valuation expenses.

In relation to the statute of limitations, on 25 April 2024, two

judgments were rendered (cases C-561/21 and C-484/21) in

which the Court of Justice of the European Union (CJEU) stated

that the commencement of the statute of limitations for the

reimbursement action of the mortgage expenses derived from

the annulment of the clause, shall be fixed on the moment when

the consumer has an effective knowledge of the abusive nature

of the clause and its effects and that this date must not be fixed

(a) on the date of payment of such expense nor of the execution

of the agreement; (b) when the Supreme Court has handed down

judgments stating the abusive nature of a clause similar to the

one included in the consumer contract; nor (c) when the CJEU has

handed down judgments confirming that the statute of

limitations for the reimbursement action of the amounts derived

from the annulment of contractual provisions is valid subject to

its compliance with the principles of equivalence and

effectiveness.

The Supreme Court has confirmed this criterion in its 14 June

2024 judgment, establishing that the public dissemination of

case-law declaring the abusive nature of a clause does not

necessarily give rise to the limitation period of the

reimbursement action derived from similar clauses. However,

the 4 July 2024 judgment, rendered in the case C-450/22, the

CJEU has established that it cannot be excluded a priori that, as a

consequence of the occurrence of an objective event or of a

notorious event, such as the amendment of the applicable

legislation or a widely disseminated and debated development of

jurisprudence, the court considers that the average consumer's

overall perception of the floor clause has changed during the

reference period and has enabled him to become aware of the

potentially significant economic consequences arising from such

clause. A further preliminary question concerning the statute of

limitations of the reimbursement action derived from the

annulment of mortgage expenses has been raised before the

CJEU by the First Instance Court No 8 of La Coruña.

In December in 2024, the Supreme Court handed down two

additional judgments regarding statute of limitations, in which it

determines that the date to be considered for the purposes of the

application of Directive 93/1994 and, consequently, the statute

of limitations detailed in its previous judgments, is 31 December

1994 (i.e. the date when the deadline for its transposition

ended). This is based on the principle of interpretation in

accordance with directives not transposed (applicable once their

transposition period has expired). The recorded provision

includes the best estimate of Group’s liability for this matter.

Banco Santander and the other Group companies are subject to

claims and, therefore, are party to certain judicial and

administrative proceedings incidental to the normal course of their

business including those in connection with lending activities,

relationships with employees and other commercial or tax matters

additional to those referred to here.

With the information available to it, the Group considers that, at 31

December 2025, it had reliably estimated the obligations

associated with each proceeding and had recognized, where

necessary, sufficient provisions to cover reasonably any liabilities

that may arise as a result of these tax and legal risks. Disputes in

which risk and/or provisions have been registered but are not

disclosed is justified on the basis that it would be prejudicial to the

proper defense of the Group. Subject to the qualifications made, it

also believes that any liability arising from such claims and

proceedings will not have, overall, a material adverse effect on the

Group’s business, financial position, or results of operations.

26.

#### Other liabilities

The detail of Other liabilities in the consolidated balance sheets is

as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Transactions in transit | 707 | 910 | 767 |
| Accrued expenses and deferred income | 9,018 | 9,003 | 9,136 |
| Other | 6,212 | 6,431 | 7,695 |
|  | 15,937 | 16,344 | 17,598 |

Annual report 2025731

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

27.

#### Tax matters

#### a) Consolidated Tax Group

According to current Spanish regulation, the Tax Consolidated

Group includes Banco Santander, S.A. as the parent company and,

as subsidiaries, those Spanish subsidiaries that meet the

requirements established by the regulations on the taxation of

consolidated groups.

The other Group companies file income tax returns in accordance

with the tax regulations applicable to them.

#### b) Years open for review by the tax authorities

In relation to the partial scope tax audit of Corporate Income Tax

for fiscal year 2020 and Value Added Tax for fiscal years 2020 to

2022, initiated in April 2024, in December 2025 the Spanish tax

authorities issued a Corporate Income Tax assessment, which has

been appealed before the Central Economic-Administrative Court,

and the VAT assessments were still pending at the close of the

financial year.

The main appeals filed against assessments issued in prior audits

remain pending before the Central Economic-Administrative Court

(Corporate Income Tax and Value Added Tax for fiscal years 2017

to 2019) and before the National Appellate Court (Corporate

Income Tax for fiscal years 2003 to 2015). Banco Santander, S.A.,

as the parent company of the Tax Consolidated Group, considers,

based on the advice of its external legal counsel, that the

adjustments made should not have a significant impact on the

consolidated annual accounts, as there are strong arguments for

defense in the appeals filed against these assessments.

Consequently, no provision has been recognized in this respect.

Furthermore, it should be noted that, in those cases where it was

considered appropriate, the available mechanisms have been used

to avoid international double taxation.

At the date of approval of these consolidated annual accounts,

subsequent years up to and including 2025, are subject to review.

The other entities have the corresponding years open for review,

pursuant to their respective tax regulations.

Due to possible different interpretations which can be made of the

tax regulations, the outcome of the tax audits of the rest of years

subject to review might give rise to contingent tax liabilities which

cannot be objectively quantified. However, the Group’s tax advisers

consider that it is unlikely that such tax liabilities will materialize,

and that in any event the tax charge arising therefrom would not

materially affect the Group’s consolidated financial statements.

#### c) Reconciliation

The reconciliation of the income tax expense calculated at the tax

rate applicable in Spain ( 30%) to the income tax expense

recognised and the detail of the effective tax rate are as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Consolidated profit (loss) before tax: |  |  |  |
| From continuing operations | 18,681 | 17,347 | 15,005 |
| From discontinued operations | 1,950 | 1,680 | 1,454 |
|  | 20,631 | 19,027 | 16,459 |
| Income tax at tax rate applicable in  Spain (30%) | 6,189 | 5,708 | 4,938 |
| By the effect of application of the  various tax rates applicable in each  countryA | (103) | 115 | (100) |
| Of which: |  |  |  |
| Brazil | 264 | 413 | 198 |
| United Kingdom | (42) | (53) | (51) |
| United States | (60) | (25) | (28) |
| Chile | (36) | (33) | (28) |
| Poland | (224) | (183) | (164) |
| Effect of profit or loss of associates  and joint ventures | (207) | (213) | (184) |
| USA electric vehicle leasing  incentives | (203) | (258) | (259) |
| Global minimum tax Pillar Two | 6 | 14 | — |
| Effect of reassessment of deferred  taxes | (101) | 68 | — |
| Permanent differences  and other | (450) | (151) | (119) |
| Income tax | 5,131 | 5,283 | 4,276 |
| Effective tax rate | 24.87% | 27.77% | 25.98% |
| Of which: |  |  |  |
| Continuing operations | 4,723 | 4,844 | 3,880 |
| Discontinued operations  (Note 37) | 408 | 439 | 396 |
| Of which: |  |  |  |
| Current taxes | 5,666 | 4,855 | 5,568 |
| Deferred taxes | (535) | 428 | (1,292) |
| Income tax (receipts)/payments | 4,954 | 5,880 | 5,214 |

A. Calculated by applying the difference between the tax rate applicable in Spain

and the tax rate applicable in each jurisdiction to the profit or loss contributed to

the Group by the entities which operate in each jurisdiction.

Annual report 2025732

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### d) Tax recognised in equity

In addition to the income tax recognised in the consolidated

income statement, the Group recognised the following amounts in

consolidated equity in  2025, 2024  and 2023:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Other comprehensive income |  |  |  |
| Items not reclassified to profit or loss | 115 | 85 | 358 |
| Actuarial gains or (-) losses on defined  benefit pension plans | 63 | 172 | 302 |
| Changes in the fair value of equity  instruments measured at fair value  through other comprehensive income | 4 | (4) | 20 |
| Financial liabilities at fair value with  changes in results attributable to  changes in credit risk | 48 | (83) | 36 |
| Items that may be reclassified to profit  or loss | (440) | 54 | (919) |
| Cash flow hedges | (207) | (205) | (732) |
| Changes in the fair value of debt  instruments through other  comprehensive income | (204) | 261 | (214) |
| Hedging instruments (items not  designated) | 3 | — | — |
| Non-current assets held for sale | (32) | — | — |
| Other recognised income and expense  of investments in subsidiaries, joint  ventures and associates | — | (2) | 27 |
| Total | (325) | 139 | (561) |

#### e) Deferred taxes

'Tax assets' in the consolidated balance sheets includes debit

balances with the Public Treasury relating to deferred tax assets.

'Tax liabilities' includes the liability for the Group’s various deferred

tax liabilities.

In accordance with EU Regulation 575/2013 on prudential

requirements for credit institutions and investment firms (CRR),

and subsequently amended by EU Regulation 2019/876 of the

European Parliament and of the Council, those deferred tax assets

that do not rely on future profitability arising from temporary

differences (referred to hereinafter as 'monetizable deferred tax

assets’), meeting certain conditions, should not be deducted from

regulatory capital and should not be risk-weighted at 250%

according to the thresholds set out in Article 48 of the said

Regulation, but shall apply a risk weight of 100% under Article 39.

Annual report 2025733

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The detail of deferred tax assets, by classification as monetizable

or non-monetizable assets, and of deferred tax liabilities at 31

December 2025 ,  2024 and 2023 is as follows:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | |
|  | 2025 | |  | 2024 | |  | 2023 | |
|  | MonetizableA | Other |  | MonetizableA | Other |  | MonetizableA | Other |
| Tax assets | 10,725 | 8,219 |  | 10,309 | 8,861 |  | 11,099 | 9,668 |
| Tax losses and tax credits | — | 2,354 |  | — | 2,367 |  | — | 2,393 |
| Temporary differences | 10,725 | 5,865 |  | 10,309 | 6,494 |  | 11,099 | 7,275 |
| Of which: |  |  |  |  |  |  |  |  |
| Non-deductible provisions | — | 1,970 |  | — | 1,784 |  | — | 1,965 |
| Valuation of financial instruments | — | 810 |  | — | 1,486 |  | — | 1,543 |
| Loan losses | 8,471 | 1,341 |  | 7,880 | 1,103 |  | 8,248 | 1,577 |
| Pensions | 2,254 | 426 |  | 2,429 | 423 |  | 2,851 | 665 |
| Valuation of tangible and intangible  assets | — | 832 |  | — | 885 |  | — | 1,060 |
|  |  |  |  |  |  |  |  |  |
| Tax liabilities | — | 5,904 |  | — | 6,276 |  | — | 6,086 |
| Temporary differences | — | 5,904 |  | — | 6,276 |  | — | 6,086 |
| Of which: |  |  |  |  |  |  |  |  |
| Valuation of financial instruments | — | 1,980 |  | — | 2,412 |  | — | 2,059 |
| Valuation of tangible and intangible  assets | — | 2,714 |  | — | 2,797 |  | — | 2,594 |
| Investments in Group companies | — | 427 |  | — | 403 |  | — | 378 |

A. In 2023, the Spanish Economic Administrative Court ruled that in 2017 the requirements for the conversion of part of the monetizable assets of Popular Group into a

credit against the Tax Administration were met, allowing the conversion to EUR  995 million. Banco Santander was refunded without impact on results. The favourable

Economic Administrative Court decision was declared harmful to the public interests and challenged at the National Appellate Court by the Tax Administration. The

estimation of this appeal, which is pending at the National Appellate Court,  would imply that Grupo Santander should repay the amount refunded and would, once again,

credit these monetizable assets with no impact on results except for late payment interests. However, it is considered that there are strong defense arguments in relation

to this appeal.

Grupo Santander only recognises deferred tax assets for temporary

differences or tax loss and tax credit carryforwards where it is

considered probable that consolidated entities that generated

them will have sufficient future taxable profits against which they

can be utilised.

The deferred tax assets and liabilities are reassessed at the

reporting date in order to ascertain whether any adjustments need

to be made on the basis of the findings of the analyses performed.

These analyses take into consideration all evidence, both positive

and negative, of the recoverability of such deferred tax assets,

among which we can find, (i) the results generated by the different

entities in previous years, (ii) the projections of results of each

entity or fiscal group, (iii) the estimation of the reversal of the

different temporary differences according to their nature and (iv)

the period and limits established under the applicable legislation of

each country for the recovery of the different deferred tax assets,

thus concluding on the ability of each entity or fiscal group to

recover the deferred tax assets registered.

The projections of results used in this analysis are based on the

financial planning approved by both the local directions of the

corresponding units and by the Group's directors. The Group's

budget estimation process is common for all units. The Group's

management prepares its financial planning based on the

following key assumptions:

a) Microeconomic variables of the entities that make up the fiscal

group in each location: the existing balance structure, the mix of

products offered and the commercial strategy at each moment

defined by local directions are taken into account, based on the

competition, regulatory and market environment.

b) Macroeconomic variables: estimated growths are based on the

evolution of the economic environment considering the

expected evolution in the gross domestic product of each

location, and the forecasts of interest rates, inflation and

exchange rates fluctuations. These data are provided by the

Group’s Studies Service.

Annual report 2025734

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Additionally, the Group performs retrospective contrasts

(backtesting) on the variables projected in the past. The differential

behaviour of these variables with respect to the real market data is

considered in the projections estimated in each fiscal year. Thus,

and in relation to Spain, the deviations identified by the Directors in

recent past years are due to a combination of exogenous factors,

mainly the changing impact of the macroeconomic environment

and competition, and management actions, such as the

acceleration of restructuring plans, investment in digitalisation,

and the optimisation of capital and shareholder returns.

Finally, and given the degree of uncertainty of these assumptions

on the referred variables, the Group conducts a sensitivity analysis

of the most significant assumptions considered in the deferred tax

assets’ recoverability analysis, considering any reasonable change

in the key assumptions on which the projections of results of each

entity or fiscal group and the estimation of the reversal of the

different temporary differences are based.

In relation to Spain, the sensitivity analysis has consisted of making

reasonable changes to the key assumptions, including adjusting 50

basis points for growth (gross domestic product) and adjusting 50

basis points for inflation.

Relevant information is set forth below for the main countries

which have recognised deferred tax assets:

#### Spain

The deferred tax assets recognised at the Consolidated Tax Group

total EUR  7,183 million, of which EUR 5,069 million were for

monetizable temporary differences with the right to conversion

into a credit against the tax administration as explained before,

EUR 1,433 million for other temporary differences and EUR

681 million for tax losses and credits.

#### Brazil

The deferred tax assets recognised in Brazil total EUR 7,465, of

which EUR 5,606 million were for monetizable temporary

differences, EUR 1,150 for other temporary differences and EUR

709 for tax losses  and credits.

#### Mexico

The deferred tax assets recognized in Mexico total EUR 1,542, of

which EUR 1,511 were for temporary differences and EUR 31 for

tax losses and credits.

#### United States

The deferred tax assets recognised in the United States total EUR

1,026, of which EUR 253 were for temporary differences and EUR

773 for tax losses and credits.

The Group estimates that the recognised deferred tax assets for

temporary differences, tax losses and credits in the different

jurisdictions could be recovered in a maximum period of 15 years.

Annual report 2025735

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The changes in Tax assets - Deferred and Tax liabilities - Deferred

in the last three years were as follows:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |
|  | Balance at 1  January 2025 | (Charge)/  Credit to  income | Foreign  currency  balance  translation  differences and  other items | (Charge)/Credit  to asset and  liability valuation  adjustments | Reclassificat  ion no-  current  asset held  for sale | Acquisition  for the year  (net) | Balance at 31  December  2025 |
| Deferred tax assets | 19,170 | 1,107 | (102) | (132) | (1,130) | 31 | 18,944 |
| Tax losses and tax credits | 2,367 | 82 | (107) | — | — | 12 | 2,354 |
| Temporary differences | 16,803 | 1,025 | 5 | (132) | (1,130) | 19 | 16,590 |
| Of which monetizable | 10,309 | 455 | (39) | — |  | — | 10,725 |
| Deferred tax liabilities | (6,276) | (572) | 108 | (232) | 1,064 | — | (5,904) |
| Temporary differences | (6,276) | (572) | 108 | (232) | 1,064 | 4 | (5,904) |
|  | 12,894 | 535 | 6 | (364) | (66) | 31 | 13,040 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | | | |
|  | Balance at 1  January 2024 | (Charge)/  Credit to  income | Foreign  currency  balance  translation  differences and  other items | (Charge)/Credit  to asset and  liability valuation  adjustments | Acquisition  for the year  (net) | Balance at 31  December  2024 |
| Deferred tax assets | 20,767 | 119 | (1,670) | (41) | (5) | 19,170 |
| Tax losses and tax credits | 2,393 | 114 | (139) | — | (1) | 2,367 |
| Temporary differences | 18,374 | 5 | (1,531) | (41) | (4) | 16,803 |
| Of which monetizable | 11,099 | 147 | (937) | — | — | 10,309 |
| Deferred tax liabilities | (6,086) | (547) | 142 | 215 | — | (6,276) |
| Temporary differences | (6,086) | (547) | 142 | 215 | — | (6,276) |
|  | 14,681 | (428) | (1,528) | 174 | (5) | 12,894 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | | | |
|  | Balance at 1  January 2023 | (Charge)/  Credit to  income | Foreign  currency  balance  translation  differences and  other items | (Charge)/Credit to  asset and liability  valuation  adjustments | Acquisition  for the year  (net) | Balance at 31  December  2023 |
| Deferred tax assets | 20,787 | 629 | (130) | (422) | (97) | 20,767 |
| Tax losses and tax credits | 1,778 | 392 | 224 | — | (1) | 2,393 |
| Temporary differences | 19,009 | 237 | (354) | (422) | (96) | 18,374 |
| Of which monetizable | 10,660 | 1,232 | (787) | — | (6) | 11,099 |
| Deferred tax liabilities | (6,428) | 663 | 3 | (338) | 14 | (6,086) |
| Temporary differences | (6,428) | 663 | 3 | (338) | 14 | (6,086) |
|  | 14,359 | 1,292 | (127) | (760) | (83) | 14,681 |

Also, the Group did not recognise deferred tax assets amounting to

approximately EUR 11,240 million  of which EUR 6,420 million

relate to tax losses, EUR 3,430 million to tax credits, and EUR

1,390 million to other concepts.

Annual report 2025736

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#### f) Global Minimum Tax Pillar Two

The Global Minimum Tax Model Rules, known as Pillar Two and

approved in 2021 by the OECD Inclusive Framework, require

multinational groups with revenues exceeding EUR 750 million to

be subject to a minimum tax rate of 15% on adjusted accounting

profit, calculated on a jurisdiction-by-jurisdiction basis. The OECD

has complemented these rules through the approval of

administrative guidance and a document on transitional safe

harbours applicable to fiscal years 2024 to 2026. In January 2026,

the application of the transitional safe harbours was extended for

an additional year, and new permanent safe harbours were

approved with the aim of simplifying the application of the Model

Rules and implementing the 'side-by-side agreement' reached in

June 2025 within the G7, which will apply from 2026 to

multinational groups with a U.S. parent company.

In the European Union, in December 2022, the Council approved

Directive (EU) 2022/2523 on ensuring a global minimum level of

taxation for multinational enterprise groups and large scale

domestic groups in the Union, setting 1 January 2024 as the entry-

into-force date of the new minimum taxation. The Directive

implements the OECD Inclusive Framework Pillar Two rules within

the European Union, while also extending their application to large

domestic groups.

In Spain, on 20 December 2024, Law 7/2024 was approved,

establishing a Supplementary Tax to ensure a global minimum

level of taxation for multinational groups and large domestic

groups, effective as from 1 January 2024. This Law transposes

Directive (EU) 2022/2523 and also establishes a domestic

supplementary tax aligned with the Pillar Two rules. In April 2025,

Royal Decree 252/2025 was published, approving the

implementing regulations of the Law.

With regard to other jurisdictions, the rules on the new global

minimum tax are already in force in most of the main geographies

in which the Group operates, with the exception of Mexico, Chile,

and Argentina.

The Pillar Two rules require calculating, in each jurisdiction in

which the Group operates, the effective tax rate resulting from

comparing income tax expense with accounting profit, both subject

to certain adjustments. If, in a given jurisdiction, this rate is below

15%, Banco Santander, as the ultimate parent entity, must pay the

difference to the Spanish tax authorities as a supplementary tax,

unless a domestic supplementary tax aligned with the Pillar Two

rules (a qualified domestic tax) has been approved in that

jurisdiction, in which case the amount will be paid to the local tax

authorities.

Both Banco Santander, S.A., as the ultimate parent entity, and the

subsidiaries resident in jurisdictions where a qualified domestic tax

has been approved, have estimated the supplementary taxes

accrued, taking into account the application of the transitional safe

harbours in fiscal years 2024 and 2025.

These safe harbours mean that the supplementary tax, whether at

the level of the parent entity or in jurisdictions that have adopted a

qualified domestic tax, is not payable provided that any of the

following conditions are met: (i) the effective tax rate calculated

based on country-by-country reporting data exceeds 15% in 2024

and 16% in 2025; (ii) the Group’s presence in a jurisdiction is not

significant if below EUR 10 million and profit before tax is below

EUR 1 million; or (iii) profit before tax is lower than the amount

resulting from the sum of tangible fixed assets and employee

expenses adjusted by a certain percentage that varies annually.

This supplementary tax expense recognized by the Group has not

been significant, as the effective tax rates calculated in accordance

with the Pillar Two rules in most of the jurisdictions in which the

Group operates are above 15%. Nevertheless, the new regulations

require the provision of a large amount of information to the tax

authorities in the jurisdictions where the Group is present, broken

down on an entity-by-entity basis, which involves a significant

administrative burden.

#### g) Tax reforms

In 2025 and prior years, the following significant tax reforms were

approved:

In Spain, in 2022, Law 38/2022 was approved, establishing a

temporary levy payable by credit institutions and financial credit

institutions in fiscal years 2023 and 2024. The levy amounted to

4.8% of the sum of net interest income and net fees and

commissions from the activity carried out in Spain in the previous

year. The payment obligation arose on the first day of each fiscal

year. The expense recognized for this temporary levy amounted to

EUR 224 million in 2023 and EUR 334 million in 2024. However,

the tax authorities have audited both years and consider that an

additional amount is payable due to differences in the criteria

applied in determining the taxable base, which are currently being

discussed by the Bank. Furthermore, the Law established, for 2023,

a 50% limitation on the inclusion of individual tax losses in the

taxable base of the Tax Consolidated Group, setting a 10-year

period for the reversal of this positive adjustment.

On 20 December 2024, Law 7/2024 was approved, which, among

other tax measures, introduced a tax on the net interest margin

and commissions earned in Spanish territory by certain financial

institutions, with accrual on 1 January of fiscal years 2025, 2026

and 2027. The taxable base, with certain changes compared to that

of the temporary levy, is now calculated on an individual basis for

each financial institution, and the tax liability is determined in

accordance with a progressive rate scale ranging from 1% to 7%,

after applying certain deductions. On 24 December 2024, Royal

Decree-Law 9/2024 was published in the Official State Gazette,

amending certain technical aspects of the tax and postponing its

accrual to 31 January of those fiscal years. This Royal Decree-Law

was abolished on 22 January 2025 and, therefore, no expense was

recognized for the new tax in respect of 2024 income in accordance

with the legislation in force at that time (EUR 392 million were paid

during the year). In 2025, the expense corresponding to income

accrued during the financial year, recognised as income tax,

amounts to €353 million and will be paid in 2026. The Group

considers that both the temporary levy and the tax on net interest

margin and fees and commissions are contrary to the Spanish and

European Union constitutional and legal principles and has

therefore disputed the corresponding self-assessments, requesting

a refund of the amounts paid.

Annual report 2025737

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Additionally, the aforementioned Law 7/2024 once again

establishes, for fiscal years 2024 and 2025, a 50% limitation on the

inclusion of individual tax losses in the taxable base of the Tax

Consolidated Group, setting a 10-year period for the reversal of

this positive adjustment. Likewise, this Law reintroduces the limits

provided for in Royal Decree-Law 3/2016—which was declared

unconstitutional by the Constitutional Court ruling of 18 January

2024—on the utilization of monetizable deferred tax assets and

the offsetting of tax losses (with the limit reduced from 70% to

25%), as well as on the application of deductions to avoid double

taxation (50%), and also reinstates the mandatory reversal of

impairments on shareholdings that were deductible in prior years

by third parties, regardless of any recovery in the value of the

investees.

In Brazil, Law 14,467 enacted in 2022 with effect from 2025,

amends the rules on the tax deductibility of credit provisions in

financial institutions, bringing those rules closer to the accounting

recognition criterion. In 2024, Law 15,078 was published, allowing

the recovery of the accumulated balance of provisions of

nondeductible loans at the end of 2024 within a seven-year period

(with the option to extend to ten years) from January 2026.

In 2025, several Legislative Decrees and decisions of the Federal

Supreme Court were published concerning the Financial

Transactions Tax (IOF), amending the applicable rules and setting

new rates for its various categories: (i) IOF Credit (local loans to

legal entities increased from 1.88% to a maximum of 3.37% per

annum); (ii) IOF Insurance (a 5% rate was introduced on the excess

of certain contributions to life insurance policies); and (iii) IOF

Foreign Exchange (payments for the import of services and

royalties paid abroad rose from 0.38% to 3.5%).

In December 2023, Congress approved Constitutional Amendment

132/2023 on indirect taxation reform, initiating the legislative

development process, which culminated in the enactment of

Supplementary Laws 214/2025 in January 2025 and 227/2026 in

January 2026. This reform replaces the various existing indirect

taxes in Brazil, -applicable at the federal, regional and municipal

levels-, with two taxes administered at federal level (contribution

on goods and services and selective tax) and other administered at

regional and municipal levels (tax on goods and services). The new

system will be gradually implemented over a transitional period of

8 years (from 2026 to 2033).

In 2024, Law No. 14.973/2024 partially extended, until 31

December 2027, an optional social contribution regime for

employees applicable to certain sectors of activity, allowing such

contributions to be calculated as a percentage of gross income

(ranging from 1% to 4.5%, depending on the sector), rather than

under the general regime, which applies a 20% rate to employee

payroll.

In November 2025, Law No. 15.270 was published which, among

other measures, introduced a 10% withholding tax on ordinary

dividends paid abroad as from 1 January 2026.

In December 2025, Supplementary Law No. 224 was enacted,

which, among other measures: (i) increased the withholding tax on

Interest on equity (juros sobre o capital próprio) from 15% to

17.5%; (ii) raised the CSLL rate applicable to non-bank financial

institutions as from 1 April 2026 on a gradual basis: payment

institutions to 12% in 2026 and 2027, and 15% as from 2028; and

credit, financing and capitalisation companies to 17.5% in 2026

and 2027, and 20% as from 2028 (the rate for banks remains at

20% and for other financial institutions at 15%), and (iii) introduced

an automatic 10% reduction in the amount of certain federal tax

incentives as from 2026.

In Argentina, as from 23 December 2024, Tax for an Inclusive and

Solidarity Argentina (PAIS), which imposed certain foreign currency

purchasing operations in order to make payments abroad, has been

eliminated. Likewise, General Resolution (AFIP) No. 5,554 repeals,

with effect from 1 September 2024, the obligation to withhold VAT

and income tax on electronic payments.

In Chile, Law 27,713 on Tax Compliance Obligations was published

in October 2024, amending, among other instruments, the Tax

Code, the Income Tax Law and the Value Added Tax Law.

Additionally, in July 2024, Law No. 21,681 was published, which,

among other measures, introduced a new Substitute Tax of Final

Tax, allowing the distribution of taxable profits at a fixed rate of

12% until 31 January 2025, thereby reducing the fiscal cost of such

distributions.

In Mexico, the Federal Revenue Law for Fiscal Year 2026 was

published in November 2025, limiting the deductibility of

contributions paid to the Institute for the Protection of Bank

Savings (IPAB) to 25% of their amount and amending the tax

treatment of loan loss provisions, bringing them into line with the

regime applicable to other entities.

In the United States, Law 119-21 ('One, Big, Beautiful Bill Act') was

passed in July 2025, introducing significant regulatory changes.

Notable among these are the repeal of tax credits linked to electric

vehicles as from 1 October 2025 (while preserving those already

generated), the elimination of the obligation to capitalise and

amortise the costs of in-house software development (which will

now be deductible), and the reintroduction of accelerated tax

depreciation for investments in certain tangible assets.

In Portugal, a gradual reduction of the corporate income tax rate

has been approved, falling from 20% in 2025 to 19% in 2026, 18%

in 2027 and 17% in 2028 and subsequent years. Including the

municipal surtax of up to 1.5% and the state surtax of up to 9%,

this results in an aggregate combined rate of 30.50%, 29.50%,

28.50% and 27.50%, respectively.

In Poland, one of the most significant changes to the tax

framework is the increase in the corporate income tax rate for

banks, from 19% to 30% in 2026, followed by a reduction to 26%

in 2027 and 23% in 2028 and subsequent years.

In Germany, the Tax Investment Programme to Strengthen

Germany’s Economic Base was passed in July. It provides for a

gradual annual one-percentage-point reduction in the corporate

income tax rate from 2028, falling from the current 15% to 10% by

2032. In Germany, the combined corporate income tax and

municipal trade tax rate—which also applies to business profits—is

currently 32.45% and will decrease to 27.18% by 2032.

Annual report 2025738

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### h) Other information

In compliance with the disclosure requirement established in the

listing rules instrument 2005 published by the UK Financial

Conduct Authority, it is hereby stated that shareholders of the Bank

resident in the United Kingdom will be entitled to a tax credit for

taxes paid abroad in respect of withholdings that the Bank has to

pay on the dividends to be paid to such shareholders if the total

income of the dividend exceeds the amount of exempt dividends of

GBP 500 for the year 2025/26 (GBP 500 for the year 2024/25). The

shareholders of the Bank resident in the United Kingdom who hold

their ownership interest in the Bank through Santander Nominee

Service will be informed directly of the amount thus withheld and

of any other data they may require to complete their tax returns in

the United Kingdom. The other shareholders of the Bank resident in

the United Kingdom should contact their bank or securities broker.

Banco Santander, S.A., is part of the Large Business Forum and has

adhered since 2010 to the Code of Good Tax Practices in Spain.

Also Santander UK is a member of the HMRC’s (His Majesty's

Revenue and Customs) Code of Practice on Taxation in the United

Kingdom and Santander Portugal has adhered to the Code of Good

Tax Practices in Portugal, actively participating in the cooperative

compliance programs being developed by these Tax

Administrations.

28.

#### Non-controlling interests

Non-controlling interests include the net amount of the equity of

subsidiaries attributable to equity instruments that do not belong,

directly or indirectly, to the Bank, including the portion attributed

to them of profit for the year.

#### a) Breakdown

The detail, by Group company, of 'Equity - Non-controlling

interests' is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Santander Bank Polska S.A. | 2,670 | 2,320 | 1,934 |
| Grupo PSA | 1,815 | 1,725 | 1,590 |
| Banco Santander - Chile | 1,422 | 1,364 | 1,379 |
| Banco Santander (Brasil) S.A. | 1,397 | 1,257 | 1,493 |
| Other companiesA | 875 | 890 | 1,315 |
|  | 8,179 | 7,556 | 7,711 |
|  |  |  |  |
| Profit/(Loss) for the year attributable to  non-controlling interests | 1,399 | 1,170 | 1,107 |
| Of which: |  |  |  |
| Grupo PSA | 230 | 217 | 285 |
| Banco Santander - Chile | 313 | 271 | 235 |
| Banco Santander (Brasil) S.A. | 184 | 233 | 182 |
| Santander Bank Polska S.A. | 604 | 413 | 347 |
| Other companies | 68 | 36 | 58 |
| TOTAL | 9,578 | 8,726 | 8,818 |

A. It included, as of 31 December 2023, perpetual Santander UK plc equity

instruments convertible at the option of Santander UK plc into preferred shares

of the entity itself amounting EUR  576 million. During 2024, the last

outstanding issuance held by third parties for GBP 500 million (EUR 590 million)

was redeemed.

Annual report 2025739

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### b) Changes

The changes in Non-controlling interests are summarised as

follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Balance at beginning of year | 8,726 | 8,818 | 8,481 |
| Other comprehensive income | 73 | (461) | 297 |
| Other | 779 | 369 | 40 |
| Profit attributable to non-controlling  interests | 1,399 | 1,170 | 1,107 |
| Modification of participation ratesA | 339 | 395 | (258) |
| Change of perimeter | (5) | (8) | (364) |
| Dividends paid to minority  shareholders | (896) | (660) | (748) |
| Changes in capital and other conceptsB | (58) | (528) | 303 |
| Balance at end of year | 9,578 | 8,726 | 8,818 |

A. Include the effects of the accelerated placements of 3.5% and 5.2%  of the share

capital of Santander Bank Polska S.A. in 2025 and 2024, respectively, and the

public offer for the acquisition of shares of Banco Santander México, S.A.,

Institución de Banca Múltiple, Grupo Financiero Santander México that occurred

in 2023 (see note 3.b).

B. Includes the effects of the amortization of AT1 UK by EUR  590 million at closing

of fiscal year 2024.

The foregoing changes are shown in the consolidated statement of

changes in total equity.

#### c) Other information

The financial information on the subsidiaries with significant non-

controlling interests at 31 December  2025 is summarised below:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR millionA | | | | |
|  | Santander Bank Polska  S.A. | Banco Santander (Brasil)  S.A. | Banco Santander - Chile | Grupo PSA |
| Total assets | 78,186 | 209,453 | 68,205 | 47,826 |
| Total liabilities | 70,380 | 193,380 | 62,604 | 43,717 |
| Net assets | 7,806 | 16,073 | 5,601 | 4,109 |
| Total income | 3,724 | 12,602 | 2,714 | 1,305 |
| Total profit | 1,528 | 2,388 | 1,043 | 460 |

A. Information prepared using corporate management criteria, which may not coincide with those published individually by each entity.

29.

#### Other comprehensive income

The balances of 'Other compr ehensive income' include the

amounts, net of the related tax effect, of the adjustments to assets

and liabilities recognised in equity through the  consolidated

statement of recognised income and expense.  The amounts arising

from subsidiaries are presented, on a line by line basis, in the

appropriate items according to their nature.

Respect to items that may be reclassified to profit or loss, the

consolidated  statement of recognised income and expense

includes changes in other comprehensive income as follows:

• Revaluation gains (losses): includes the amount of the income,

net of the expenses incurred in the year, recognised directly in

equity. The amounts recognised in equity in the year remain

under this item, even if in the same year they are transferred to

the income statement or to the initial carrying amount of the

assets or liabilities or are reclassified to another line item.

• Amounts transferred to income statement: includes the amount

of the revaluation gains and losses previously recognised in

equity, even in the same year, which are recognised in the

income statement.

• Amounts transferred to initial carrying amount of hedged items:

includes the amount of the revaluation gains and losses

previously recognised in equity, even in the same year, which are

recognised in the initial carrying amount of assets or liabilities as

a result of cash flow hedges.

• Other reclassifications: includes the amount of the transfers

made in the year between the different 'Other comprehensive

income' items.

Annual report 2025740

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

a) Breakdown of Other comprehensive income -

Items that will not be reclassified in results and

Items that can be classified in results

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR millionA | | | |
|  | 2025 | 2024 | 2023 |
| Other comprehensive income | (37,974) | (36,595) | (35,020) |
| Items that will not be reclassified to profit or loss | (4,121) | (4,757) | (5,212) |
| Actuarial gains and losses on defined benefit pension plans | (3,896) | (4,404) | (4,324) |
| Non-current assets held for sale | 56 | — | — |
| Share in other income and expenses recognised in investments, joint ventures and associates | 1 | (1) | 1 |
| Other valuation adjustments | — | — | — |
| Changes in the fair value of equity instruments measured at fair value with changes in other  comprehensive income | (250) | (432) | (776) |
| Inefficiency of fair value hedges of equity instruments measured at fair value with changes in other  comprehensive income | — | — | — |
| Changes in the fair value of equity instruments measured at fair value with changes in other  comprehensive income (hedged item) | 208 | 284 | 264 |
| Changes in the fair value of equity instruments measured at fair value with changes in other  comprehensive income (hedging instrument) | (208) | (284) | (264) |
| Changes in the fair value of financial liabilities measured at fair value through profit or loss  attributable to changes in credit risk | (32) | 80 | (113) |
| Items that may be reclassified to profit or loss | (33,853) | (31,838) | (29,808) |
| Hedges of net investments in foreign operations (Effective portion) | (7,343) | (8,002) | (8,684) |
| Exchange differences | (25,475) | (22,375) | (19,510) |
| Hedging derivatives. Cash flow hedges (Effective portion) | 333 | (298) | (740) |
| Changes in the fair value of debt instruments measured at fair value with changes in other  comprehensive income | (372) | (736) | (555) |
| Hedging instruments (items not designated) | (11) | — | — |
| Non-current assets classified as held for sale | (590) | — | — |
| Share in other income and expenses recognised in investments, joint ventures and associates | (395) | (427) | (319) |

A. Net amount of taxes and minorities

b) Other comprehensive income- Items not

reclassified to profit or loss – Actuarial gains or

(-) losses on defined benefit pension plans

'Other comprehensive income  —Items not reclassified to profit or

loss—  Actuarial gains or (-) losses on defined benefit pension

plans' include the actuarial gains and losses and the return on plan

assets, less the administrative expenses and taxes inherent to the

plan, and any change in the effect of the asset ceiling, excluding

amounts included in net interest on the net defined benefit liability

(asset), attributed to the group net of taxes.

In 2025, the amount of actuarial losses (net of actuarial gains)

recognized in the consolidated statement of recognised income

was EUR 73 million, which corresponds to:

• In first place, due to the addition against equity of 2025

amounting to EUR 220  million - see note 25.b -, with the

following breakdown:

• Increase of EUR  117 million in the cumulative actuarial losses

relating to the Group´s businesses in the UK, mainly due to the

evolution of the asset portfolio. These losses have been

partially offset by the evolution experienced in the discount

rate-increase  from 5.54% to 5.58%- in long-term inflation -

decrease from 3.11% to 2.90%- and in other demographic

hypotheses.

• Increase of EUR 116  million in accumulated actuarial losses

corresponding to the Group’s business in Brazil, mainly due to

the collective experience and the evolution of the asset

portfolio. These losses have been partially offset by the

evolution experienced by the discount rate -increase from

10.58% to 10.65% in the main pension benefits and 10.50% to

10.52% in medical benefits-.

• Decrease of EUR  33  million in the accumulates actuarial losses

relating to the Group´s entities in Spain, mainly due to the

evolution experienced by the discount rate -increase from

3.00% to 3.75%-.

• Increase of EUR 20 million in the accumulated actuarial losses

corresponding to the Group's businesses in other geographical

areas.

• In second place, due to the evolution of exchange rates, a EUR

147 million decrease.

Annual report 2025741

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

c) Other comprehensive income - Items that will

not be reclassified in results - Changes in the fair

value of equity instruments measured at fair

value with changes in other comprehensive

income

Since the entry into force of IFRS 9, no impairment analysis is

performed of equity instruments recognised under 'Other

comprehensive income'. IFRS 9 eliminates the need to carry out the

impairment estimate on this class of equity instruments and the

reclassification to profit and loss on the disposal of these assets,

being recognised at fair value with changes in equity.

The following is a breakdown of the composition of the balance as

of 31 December 2025, 2024 and 2023  under 'Other comprehensive

income - Items that will not be reclassified to profit or loss -

Changes in the fair value of equity instruments measured at fair

value with changes in other global result' depending on the

geographical origin of the issuer:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | 2025 | | | |
|  | Capital gains by  valuation | Capital losses by  valuation | Net gains/losses by  valuation | Fair Value |
| Equity instruments |  |  |  |  |
| Domestic |  |  |  |  |
| Spain | 47 | (1326) | (1,279) | 133 |
| International |  |  |  |  |
| Rest of Europe | 75 | (81) | (6) | 186 |
| United States | 23 | (1) | 22 | 36 |
| Latin America and rest | 1,013 | — | 1,013 | 1,926 |
|  | 1,158 | (1,408) | (250) | 2,281 |
| Of which: |  |  |  |  |
| Publicly listed | 1,033 | (49) | 985 | 1,993 |
| Non publicly listed | 125 | (1,359) | (1,235) | 288 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | 2024 | | | |
|  | Capital gains by  valuation | Capital losses by  valuation | Net gains/losses by  valuation | Fair Value |
| Equity instruments |  |  |  |  |
| Domestic |  |  |  |  |
| Spain | 39 | (1,328) | (1,289) | 117 |
| International |  |  |  |  |
| Rest of Europe | 131 | (71) | 60 | 299 |
| United States | 22 | — | 22 | 24 |
| Latin America and rest | 775 | — | 775 | 1,753 |
|  | 967 | (1,399) | (432) | 2,193 |
| Of which: |  |  |  |  |
| Publicly listed | 779 | (51) | 728 | 1,780 |
| Non publicly listed | 188 | (1,348) | (1,160) | 413 |

Annual report 2025742

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | 2023 | | | |
|  | Capital gains by  valuation | Capital losses by  valuation | Net gains/losses by  valuation | Fair Value |
| Equity instruments |  |  |  |  |
| Domestic |  |  |  |  |
| Spain | 32 | (1,173) | (1,141) | 252 |
| International |  |  |  |  |
| Rest of Europe | 117 | (71) | 46 | 267 |
| United States | 16 | — | 16 | 19 |
| Latin America and rest | 370 | (67) | 303 | 1,223 |
|  | 535 | (1,311) | (776) | 1,761 |
| Of which: |  |  |  |  |
| Publicly listed | 316 | (118) | 198 | 1,225 |
| Non publicly listed | 219 | (1,193) | (974) | 536 |

d) Other comprehensive income - Items that

may be reclassified to profit or loss - Hedge of

net investments in foreign operations (effective

portion) and exchange differences

The change in 2025 reflects the depreciation of the US dollar,

pound sterling, Argentine peso, Chilean peso and Brazilian real and

the positive effect of the appreciation of the Mexican peso,

whereas the change in 2024 reflected the positive effect of the

appreciation of pound sterling, the US dollar and Polish zloty and

the negative effect of the depreciation of the Brazilian real,

Argentine peso, Mexican peso and Chilean peso. The change in

2023 reflected  the positive effect of the appreciation of the

Brazilian real, pound sterling, Polish zloty and the Mexican peso

and the negative effect of the depreciation of the US dollar,

Argentine peso and Chilean peso.

Of the change in the balance in these years, a loss of EUR 287

million, a loss of EUR 568 million and a profit of EUR 249 million in

2025, 2024 and 2023, respectively relate to the measurement of

goodwill.

The detail, by country is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Net balance at end of year | (32,818) | (30,377) | (28,194) |
| Of which: |  |  |  |
| Brazilian real | (19,412) | (19,293) | (16,340) |
| Mexican peso | (4,137) | (3,995) | (2,942) |
| Pound sterling | (4,125) | (3,444) | (3,964) |
| Chilean peso | (2,926) | (2,857) | (2,531) |
| Argentine peso | (2,217) | (2,090) | (2,655) |
| Polish zloty | (43) | (709) | (786) |
| US dollar | 1,047 | 2,923 | 1,819 |
| Other | (1,005) | (912) | (795) |

Annual report 2025743

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The breakdown of translation differences by currency is as follows:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |
| 2025 |  |  |  | Of which: | | | |
| Currency | Balance at the  beginning of  the year | Balance at the  end of the year | Movement | From goodwill | From resultsA | From net  assets | From  transfersB |
| Brazilian real | (16,664) | (16,755) | (91) | (13) | (41) | (37) | — |
| Pound sterling | (3,300) | (4,126) | (826) | (48) | (18) | (760) | — |
| Mexican peso | (1,437) | (1,222) | 215 | 11 | 40 | 164 | — |
| Argentine peso | (2,090) | (2,216) | (126) | — | — | (126) | — |
| Chilean peso | (2,180) | (2,249) | (69) | (12) | 9 | (66) | — |
| US dollar | 4,462 | 2,340 | (2,122) | (225) | (48) | (1,849) | — |
| Polish zloty | (202) | 18 | 220 | 1 | — | 4 | 215 |
| Other | (964) | (1,265) | (301) | (1) | 6 | (306) | — |
| Total Group | (22,375) | (25,475) | (3,100) | (287) | (52) | (2,976) | 215 |

A. Profit and loss items are translated into euros at the average exchange rate for the year as described in note 2 a) ii.

B. It includes the accumulated exchange differences of Santander Polska transferred to the heading 'Other comprehensive income - Items that may be reclassified to profit

or loss - Non-current assets held for sale' (see Note 12).

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |
| 2024 |  |  |  | Of which: | | |
| Currency | Balance at the  beginning of the year | Balance at the end  of the year | Movement | From goodwill | From resultsA | From net assets |
| Brazilian real | (13,287) | (16,664) | (3,377) | (631) | (206) | (2,540) |
| Pound sterling | (4,064) | (3,300) | 764 | 39 | 22 | 703 |
| Mexican peso | (64) | (1,437) | (1,373) | (82) | (136) | (1,155) |
| Argentine peso | (2,658) | (2,090) | 568 | — | — | 568 |
| Chilean peso | (1,890) | (2,180) | (290) | (34) | (7) | (249) |
| US dollar | 3,433 | 4,462 | 1,029 | 116 | 35 | 878 |
| Polish zloty | (325) | (202) | 123 | 34 | 5 | 84 |
| Other | (655) | (964) | (309) | (10) | (8) | (291) |
| Total Group | (19,510) | (22,375) | (2,865) | (568) | (295) | (2,002) |

A. Profit and loss items are translated into euros at the average exchange rate for the year as described in note 2 a) ii.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |
| 2023 |  |  |  | Of which: | | |
| Currency | Balance at the  beginning of the year | Balance at the end  of the year | Movement | From goodwill | From resultsA | From net assets |
| Brazilian real | (14,199) | (13,287) | 912 | 191 | 11 | 710 |
| Pound sterling | (4,446) | (4,064) | 382 | 20 | 4 | 358 |
| Mexican peso | (1,132) | (64) | 1,068 | 62 | 41 | 965 |
| Argentine peso | (1,754) | (2,658) | (904) | (4) | — | (900) |
| Chilean peso | (1,605) | (1,890) | (285) | (32) | (34) | (219) |
| US dollar | 4,062 | 3,433 | (629) | (64) | (16) | (549) |
| Polish zloty | (776) | (325) | 451 | 87 | 32 | 332 |
| Other | (570) | (655) | (85) | (11) | (1) | (73) |
| Total Group | (20,420) | (19,510) | 910 | 249 | 37 | 624 |

A. Profit and loss items are translated into euros at the average exchange rate for the year as described in note 2 a) ii.

Annual report 2025744

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

e) Other comprehensive income -Items that may

be reclassified to profit or loss - Hedging

derivatives – Cash flow hedges (Effective

portion)

Other comprehensive income – Items that may be reclassified to

profit or loss - Cash flow hedges includes the gains or losses

attributable to hedging instruments that qualify as effective

hedges. These amounts will remain under this heading until they

are recognised in the consolidated income statement in the periods

in which the hedged items affect it.

f) Other comprehensive income - Items that may

be reclassified to profit or loss – Changes in the

fair value of debt instruments measured at fair

value with changes in other comprehensive

income

Includes the net amount of unrealised changes in the fair value of

assets classified as Changes in the fair value of debt instruments

measured at fair value with changes in other comprehensive

income (see note 7).

The breakdown, by type of instrument and geographical origin of

the issuer, of 'Other comprehensive income – Items that may be

reclassified to profit or loss - Changes in the fair value of debt

instruments measured at fair value with changes in other

comprehensive income' at 31 December 2025, 2024 and 2023 is as

follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | 31 December 2025 | | | |
|  | Revaluation gains | Revaluation losses | Net revaluation  gains/ (losses) | Fair value |
| Debt instruments |  |  |  |  |
| Issued by Public-sector |  |  |  |  |
| Spain | 118 | — | 118 | 10,142 |
| Rest of Europe | 209 | (36) | 173 | 8,856 |
| America and rest of the world | 109 | (528) | (419) | 31,685 |
| Issued by Private-sector |  |  |  |  |
| Spain | 29 | (53) | (24) | 9,745 |
| Rest of Europe | 28 | (15) | 13 | 6,445 |
| America and rest of the world | 40 | (273) | (233) | 5,458 |
|  | 533 | (905) | (372) | 72,331 |

Annual report 2025745

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | 31 December 2024 | | | |
|  | Revaluation gains | Revaluation losses | Net revaluation  gains/ (losses) | Fair value |
| Debt instruments |  |  |  |  |
| Issued by Public-sector |  |  |  |  |
| Spain | 103 | — | 103 | 13,764 |
| Rest of Europe | 268 | (70) | 198 | 15,413 |
| America and rest of the world | 76 | (944) | (868) | 38,784 |
| Issued by Private-sector |  |  |  |  |
| Spain | 96 | (23) | 73 | 6,019 |
| Rest of Europe | 25 | (18) | 7 | 7,478 |
| America and rest of the world | 16 | (265) | (249) | 6,247 |
|  | 584 | (1,320) | (736) | 87,705 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | 31 December 2023 | | | |
|  | Revaluation gains | Revaluation losses | Net revaluation  gains/ (losses) | Fair value |
| Debt instruments |  |  |  |  |
| Issued by Public-sector |  |  |  |  |
| Spain | 17 | — | 17 | 9,867 |
| Rest of Europe | 333 | (96) | 237 | 18,258 |
| America and rest of the world | 194 | (820) | (626) | 38,169 |
| Issued by Private-sector |  |  |  |  |
| Spain | 98 | (9) | 89 | 5,129 |
| Rest of Europe | 19 | (30) | (11) | 5,018 |
| America and rest of the world | 6 | (267) | (261) | 5,106 |
|  | 667 | (1,222) | (555) | 81,547 |

The Group estimates the expected losses on debt instruments

measured at fair value with changes in other comprehensive

income. These losses are recorded with a charge to the

consolidated income statement for the period.

At the end of the year 2025, the Group recorded a provision of EUR

29 million under the heading 'Impairment or reversal of

impairment on financial assets not measured at fair value through

profit or loss'. In 2024, the Group did not record any provision in

this regard and at the end of the year 2023, the Group recorded

EUR 24 million.

g) Other comprehensive income - Items that

may be reclassified to profit or loss and Items

not reclassified to profit or loss - Other

recognised income and expense of investments

in subsidiaries, joint ventures and associates

At 31 December 2025, the heading includes a negative amount of

EUR 394 million (EUR 428 million and EUR 318 million in 2024 and

2023, respectively). Of the variation in the balance of said years, a

gain of EUR 17 million, EUR 45 million EUR 44 million and has been

transferred to results in the years 2025, 2024 and 2023,

respectively.

30.

#### Shareholders' equity

The changes in Shareholders' equity are presented in the

consolidated statement of changes in total equity. Significant

information on certain items of Shareholders' equity and the

changes during the year are set forth below.

31.

#### Issued capital

#### a) Changes

At 31 December 2022, Banco Santander's share capital consisted

of EUR 8,397 million, represented by 16,794,401,584  shares of

EUR  0.50 of nominal value each and all of them of a unique class

and series.

On 21 March 2023, there was a capital reduction amounting EUR

170,203,286 through the redemption of  340,406,572  shares,

corresponding to the share buyback programme carried out in

2022 and ended in January 2023.

Likewise, on 30 June 2023, there was a capital reduction of EUR

134,924,476.50 through the redemption of  269,848,953  shares,

corresponding to the share buyback programme during the first

half of 2023.

Annual report 2025746

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Therefore, Banco Santander's share capital at 31 December 2023

consisted of EUR  8,092 million, represented by  16,184,146,059

shares of EUR 0.50 of nominal value each and all of them of a

unique class and series ; including 286,842,316  shares

corresponding to the first buyback programme of 2023 (see note

1.g.).

On 5 February 2024, a capital reduction of EUR 179,283,743.50

took place through the redemption of  358,567,487  shares,

corresponding to the share buyback programme carried out in

2023 and ended in January 2024.

On 1 July 2024, a capital reduction of EUR 165,652,500 took place

through the redemption of  331,305,000  shares, corresponding to

he share buyback programme carried out between February and

June 2024.

On 20 December 2024, a capital reduction of EUR 170,890,625

took place through the redemption of 341,781,250 shares,

corresponding to he share buyback programme carried out during

the second semester of 2024.

Therefore, Banco Santander's share capital at 31 December 2024

consisted of EUR 7,576  million, represented by 15,152,492,322

shares of EUR 0.50 of nominal value each and all of them of a

unique class and series.

On 3 June 2025, there was a capital reduction amounting to EUR

133,583,475 through the redemption of 267,166,950 shares,

corresponding to the share buyback programme carried out

between February and June 2025.

On 23 December 2025, a capital reduction of EUR 98,002,935 took

place through the redemption of 196,005,870 shares,

corresponding to the share buyback programme carried out during

the second semester of 2025.

Aforementioned operations have not entailed the return of

contributions to the shareholders as Banco Santander was the

owner of the redeemed shares.

Therefore, Banco Santander's share capital at 31 December 2025

consisted of EUR 7,345 million, represented by 14,689,319,502

shares of EUR 0.50 of nominal value each and all of them of a

unique class and series.

Banco Santander’s shares are listed on the Spanish Stock Market

Interconnection System and on the New York, London, Mexico and

Warsaw Stock Exchanges, and all of them have the same features

and rights. Santander shares are listed on the London Stock

Exchange under Crest Depository Interest (CDI), each CDI

representing one Bank’s share. They are also listed on the New

York Stock Exchange under American Depositary Shares (ADS),

each ADS representing one share. Additionally, Banco Santander's

shares were listed on the traditional listing of the Mexican Stock

Exchange (BMV) and since 29 December 2023, they were listed

only in the International Quotation System of said stock exchange.

As of 31 December 2025, no Banco Santander shareholder

individually held more than 3% of its total share capital (which is

the threshold generally provided for in Spanish regulations for

mandatory notification of a significant participation in a listed

company). Even though at 31 December 2025, certain custodians

appeared in our shareholder registry as holding more than 3% of

our share capital, we understand that those shares were held in

custody on behalf of other investors, none of whom exceeded that

threshold individually. These custodians were  State Street Bank

(13.90%),  Chase Nominees Limited (7.50%), The Bank of New York

Mellon Corporation (7.18%),Citibank (6.40%), BNP Paribas

(3.74%), Caceis Bank (3.57%) y The Northern Trust (3.06%).

At 31 December 2025, neither Banco Santander's shareholder

registry nor the CNMV's registry showed any shareholder residing

in a non-cooperative jurisdiction with a shareholding equal to, or

greater than, 1% of our share capital (which is the other threshold

applicable under Spanish regulations).

#### b) Other considerations

Under Spanish law, only shareholders at the general meeting have

the authority to increase share capital. However, they may

delegate the authority to approve or execute capital increases to

the board of directors. Banco Santander´s Bylaws are fully aligned

with Spanish law and do not establish any different conditions for

share capital increases.

At 31 December 2025 the shares of the following companies were

listed on official stock markets: Banco Santander - Chile; Banco

Santander (Brasil) S.A. and Santander Bank Polska S.A.

At 31 December  2025 the number of Banco Santander shares

owned by third parties and managed by Group management

companies (mainly portfolio, collective investment undertaking

and pension fund managers) or jointly managed was 33 million

shares, which represented 0.22% of Banco Santander’s share

capital (40 and 36 million shares, representing 0.26% and 0.22%

of the share capital in 2024 and 2023, respectively). In addition,

the number of Banco Santander shares owned by third parties and

received as security was 28 million shares (equal to 0.19% of the

Bank’s share capital).

At 31 December 2025 the capital increases in progress at Group

companies and the additional capital authorised by their

shareholders at the respective general meetings were not material

at Group level (see appendix V)

Annual report 2025747

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

32.

#### Share premium

Share premium includes the amount paid up by the Bank’s

shareholders in capital issues in excess of the par value.

The Corporate Enterprises Act expressly permits the use of the

share premium account balance to increase capital at the entities

at which it is recognised and does not establish any specific

restrictions as to its use.

The change in the balance of share premium corresponds to the

capital reductions detailed in note 31.a).

The decreased produced in 2023 by an amount of EUR

1,595 million  was the consequence of the difference between the

purchase value of the redeemed shares (EUR  1,900 million) and the

par value of said shares (EUR 305 million) ( see note 4.a and

consolidated statements of changes in total equity) as a

consequence of the capital decreases described in note 31.a.

The decrease produced in 2024 by an amount of EUR  3,778 million

was the consequence of the difference between the purchase value

of the redeemed shares (EUR  4,294 million ) and the par value of

said shares (EUR  516 million)  (see note 4.a and consolidated

statements of changes in total equity) as a consequence of the

capital decreases described in note 31.a.

The decrease produced in 2025 by an amount of EUR  3,055 million

has been the consequence of the difference between the purchase

value of the redeemed shares (EUR 3,287 million)  and the par

value of said shares (EUR  231 million)  (see note 4.a and

consolidated statements of changes in total equity) as a

consequence of the capital decreases described in note 31.a.

Likewise, in accordance with the applicable legislation, a reserve

has been provided in 2024 for amortized capital charged to the

issue premium for an amount equal to the nominal value of said

amortized shares ascending to EUR  231 million (EUR 516 million

and EUR 305 million euros in 2024 and 2023 respectively).

33.

#### Accumulated retained earnings

#### a) Definitions

The balance of 'Equity - Accumulated gains and Other reserves'

includes the net amount of the accumulated results (profits or

losses) recognised in previous years through the  consolidated

income statement which in the profit distribution were allocated in

equity, the expenses of own equity instrument issues, the

differences between the amount for which the treasury shares are

sold and their acquisition price, as well as the net amount of the

results accumulated in previous years, generated by the result of

non-current assets held for sale, recognised through the

consolidated income statement.

#### b) Breakdown

The detail of Accumulated retained earnings and Reserves of

entities accounted for using the equity method is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Restricted reserves | 3,328 | 3,084 | 2,899 |
| Legal reserveA | 1,469 | 1,515 | 1,618 |
| Own shares | 480 | 421 | 649 |
| Revaluation reserve Royal Decree-Law  7/1996 | 43 | 43 | 43 |
| Reserve for retired capital | 1,336 | 1,105 | 589 |
| Unrestricted reserves | 31,519 | 24,186 | 16,033 |
| Voluntary reservesB | 26,357 | 20,362 | 14,284 |
| Consolidation reserves attributable to the  Bank | 5,162 | 3,824 | 1,749 |
| Reserves of subsidiaries | 47,937 | 47,249 | 47,669 |
| Reserves of entities accounted for using  the equity method | 1,643 | 1,831 | 1,762 |
|  | 84,427 | 76,350 | 68,363 |

A. The board of directors has proposed to the general shareholders' meeting the

reclassification of the excess that the amount of the balance of the legal reserve

account shows over the figure that is equivalent to 20% of the resulting share

capital after the executed capital reductions, to be included in the voluntary

reserves account.

B. In accordance with the commercial regulations in force in Spain.

i. Legal reserve

Under the Consolidated Spanish Corporate Enterprises Act,  10% of

net profit for each year must be transferred to the legal reserve.

These transfers must be made until the balance of this reserve

reaches 20%  of the share capital. The legal reserve can be used to

increase capital provided that the remaining reserve balance does

not fall below 10% of the increased share capital amount.

Consequently, once again, after the capital reductions described in

note 31 had been carried out, the balance of the legal reserve met

the percentage of 20% of the share capital, and at 31 December

2025  the Legal reserve was at the stipulated level.

Annual report 2025748

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

ii. Reserve for treasury shares

According to the Corporate Enterprises Act, an unavailable reserve

equivalent to the amount for which Banco Santander's shares

owned by subsidiaries are recorded. This reservation shall be freely

available when the circumstances which have obliged its

constitution disappear. In addition, this reserve covers the

outstanding balance of loans granted by the Group with Banco

Santander's share guarantee and the amount equivalent to the

credits granted by the Group companies to third parties for the

acquisition of own shares.

iii. Revaluation reserve Royal Decree Law 7/1996, of 7 June

The balance of Revaluation reserve Royal Decree-Law 7/1996 can

be used, free of tax, to increase share capital. From 1 January 2007,

the balance of this account can be taken to unrestricted reserves,

provided that the monetary surplus has been realised. The surplus

will be deemed to have been realised in respect of the portion on

which depreciation has been taken for accounting purposes or

when the revalued assets have been transferred or derecognised.

If the balance of this reserve were used in a manner other than that

provided for in Royal Decree law 7/1996, of 7 June, it would be

subject to taxation.

iv. Reserves of subsidiaries

The detail, by company, of Reserves of subsidiaries, based on the

companies’ contribution to the Group (considering the effect of

consolidation adjustments) is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Banco Santander (Brasil) S.A.  (Consolidated Group) | 16,085 | 15,107 | 14,512 |
| Santander UK Group | 7,973 | 8,576 | 8,700 |
| Banco Santander México, S.A.,  Institución de Banca Múltiple, Grupo  Financiero Santander México | 4,977 | 5,248 | 5,684 |
| Santander Consumer Finance Group | 4,804 | 4,729 | 4,344 |
| Banco Santander - Chile | 4,560 | 4,250 | 4,112 |
| Banco Santander Argentina S.A. | 3,217 | 2,892 | 2,813 |
| Banco Santander Totta, S.A.  (Consolidated Group) | 2,726 | 2,766 | 2,626 |
| Santander Bank Polska S.A. | 2,875 | 2,890 | 2,535 |
| Grupo Santander Holdings USA | 63 | 187 | 1,893 |
| Santander Investment, S.A. | 1,424 | 1,217 | 1,215 |
| Santander Seguros y Reaseguros,  Compañía Aseguradora, S.A. | 845 | 836 | 1,044 |
| Banco Santander International SA  (former Banco Santander (Suisse)  S.A) | 450 | 397 | 346 |
| Other companies and consolidation  adjustments | (2,062) | (1,846) | (2,155) |
|  | 47,937 | 47,249 | 47,669 |
| Of which, restricted | 4,722 | 4,175 | 3,870 |

34.

#### Other equity instruments and own shares

a) Equity instruments issued not capital and

#### other equity instruments

Other equity instruments includes the equity component of

compound financial instruments, the increase in equity due to

personnel remuneration, and other items not recognised in other

'Shareholders’ equity' items.

On 8 September 2017, Banco Santander, S.A. issued contingent

redeemable perpetual bonds (the fidelity bonds) amounting to EUR

981 million nominal value EUR -  686 million fair value -.

On 15 December 2024, Banco Santander, S.A., proceeded to

redeem in advance voluntarily all of said bonds in circulation.

Additionally, at 31 December 2025 the Group had other equity

instruments amounting to EUR 273 million.

#### b) Own shares

'Shareholders’ equity - Own shares' includes the amount of own

equity instruments held by all the Group entities.

Transactions involving own equity instruments, including their

issuance and cancellation, are recognised directly in equity, and no

profit or loss may be recognised on these transactions. The costs of

any transaction involving own equity instruments are deducted

directly from equity, net of any related tax effect.

At 31 December 2023, the number of treasury shares held by the

Group was 297,815,673  (1.84% of the issued share capital).

During 2024,  930,610,636 shares of the Bank were acquired at an

average price of EUR 4.34 per share, of which 403,030,171 relate

to the Share Buyback Programme carried out during the first half of

2025, and  341,781,250 relate to the Share Buyback Programme

started in September. Likewise, 1,031,653,737 shares were

amortised (note 31) and 181,243,113  shares at an average price of

EUR  4.22 per share were transferred, of which 22,167,105 shares

correspond to the  donation made by Banco Santander to Fundación

Banco Santander with extraordinary character.

At 31 December 2024, the number of treasury shares held by the

Group was 15,529,459 ( 0.102% of the issued share capital).

During 2025, 584,363,745 shares of the Bank have been acquired

at an average price of EUR 6.98 per share, of which 267,166,950

relate to the Share Buyback Programme carried out during the first

half of 2025, and  196,005,870 relate to the new Share Buyback

Programme started in August. Likewise, 463,172,820 shares have

been amortised (note 31) and 125,643,093 shares at an average

price of EUR  6.48 per share have been transferred.

At 31 December 2025, the Group holds 11,077,291 shares of the

Bank's issued share capital (0.075% ).

The effect on equity, net of tax, arising from the purchase and sale

of Bank shares is of EUR 34 million profit in 2025  (EUR 8  million

and EUR 13 million profit in 2024 and  2023, respectively).

Annual report 2025749

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

35.

#### Memorandum items

Memorandum items relates to balances representing rights,

obligations and other legal situations that in the future may have

an impact on net assets, as well as any other balances needed to

reflect all transactions performed by the consolidated entities

although they may not impinge on their net assets.

#### a) Guarantees and contingent commitments

#### granted

Contingent liabilities includes all transactions under which an

entity guarantees the obligations of a third party and which result

from financial guarantees granted by the entity or from other types

of contracts. The detail is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | | | |
|  | 2025 | 2024 | 2023 |
| Loans commitment granted | 321,234 | 302,861 | 279,589 |
| Of which impaired | 345 | 511 | 406 |
| Financial guarantees granted | 17,449 | 16,901 | 15,435 |
| Of which impaired | 332 | 217 | 578 |
| Financial guarantees | 17,437 | 16,887 | 15,400 |
| Credit derivatives sold | 12 | 14 | 35 |
| Other commitments granted | 148,118 | 134,493 | 113,273 |
| Of which impaired | 668 | 793 | 542 |
| Technical guarantees | 62,161 | 61,551 | 57,363 |
| Other | 85,957 | 72,942 | 55,910 |

The breakdown as at 31 December 2025  of the exposures and the

provision fund out of balance sheet by impairment stage is EUR

464,215 million and EUR 338  million (EUR 435,147  million and

EUR  305 million in 2024 and EUR 398,243 million  and EUR

302 million  in 2023) in stage 1, EUR  21,241  million and EUR

206 million (EUR 17,587  million and EUR 192  million in  2024  and

EUR 8,528 million and EUR  174 million in 2023) in stage 2 and EUR

1,345  million and EUR  169 million (EUR  1,521  million and EUR  213

million in  2024  and EUR  1,526 million and EUR 226 million  in

2023) in stage 3, respectively.

Income from guarantee instruments is recognised under 'Fee and

commission income' in the consolidated income statements and is

calculated by applying the rate established in the related contract

to the nominal amount of the guarantee.

i. Loan commitments granted

Loan commitments granted: firm commitments of grating of credit

under predefined terms and conditions, except for those that

comply with the definition of derivatives as these can be settled in

cash or through the delivery of issuance of another financial

instrument. They include stand-by credit lines and long-term

deposits.

ii. Financial guarantees granted

Financial guarantees includes, inter alia, financial guarantee

contracts such as financial bank guarantees, credit derivatives sold,

and risks arising from derivatives arranged for the account of third

parties.

iii. Other commitments granted

Other contingent liabilities include all commitments that could

give rise to the recognition of financial assets not included in the

above items, such as technical guarantees and guarantees for the

import and export of goods and services.

#### b) Memorandum items

i. Off-balance-sheet funds under management

The detail of off-balance-sheet funds managed by the Group and

by joint ventures is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Investment funds | 197,346 | 178,840 | 165,174 |
| Pension funds | 16,112 | 15,646 | 14,831 |
| Assets under management | 43,974 | 35,999 | 29,732 |
|  | 257,432 | 230,485 | 209,737 |

ii. Non-managed marketed funds

Additionally, at 31 December 2025 there are non-managed

marketed funds totalling EUR 73,173 million (EUR 62,002 million

and EUR  50,036 million at 31 December  2024 and 2023,

respectively).

#### c) Third-party securities held in custody

At 31 December 2025  the Group held in custody debt securities

and equity instruments totalling EUR 306,723 million (EUR

292,216 million and EUR 268,338 million at 31 December 2024

and 2023 , respectively) entrusted to it by third parties.

36.

#### Hedging derivatives

Grupo Santander, within its financial risk management strategy,

and in order to reduce asymmetries in the accounting treatment of

its operations, enters into hedging derivatives on interest,

exchange rate, credit risk or variation of stock prices, depending on

the nature of the risk covered.

Based on its objective,  Grupo Santander  classifies its hedges in the

following categories:

• Cash flow hedges: cover the exposure to the variation of the cash

flows associated with an asset, liability or a highly probable

forecast transaction. This cover the variable-rate issues in foreign

currencies, fixed-rate issues in non-local currency, variable-rate

interbank financing and variable-rate assets (bonds, commercial

loans, mortgages, etc.).

• Fair value hedges: cover the exposure to the variation in the fair

value of assets or liabilities, attributable to an identified and

hedged risk. This covers the interest risk of assets or liabilities

(bonds, loans, bills, issues, deposits, etc.) with coupons or fixed

interest rates, interests in entities, issues in foreign currencies

and deposits or other fixed rate liabilities.

• Hedging of net investments abroad: cover the exchange rate risk

of the investments in subsidiaries domiciled in a country with a

different currency from the functional one of the Group.

Annual report 2025750

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The following tables contains the detail of the hedging derivatives

according to the type of hedging, the hedge risk and the main

products used as of 31 December 2025,  2024 and 2023:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million | | | | |  |
|  | 2025 | | | |  |
|  |  | Carrying amount | |  |  |
|  | Nominal  value | Assets | Liabilities | Changes in fair value used  for calculating hedge  ineffectiveness | Balance sheet line items |
| Fair value hedges | 338,057 | 2,387 | 2,588 | (454) |  |
| Interest rate risk | 305,348 | 1,501 | 1,532 | (433) | Hedging derivatives |
| Interest rate swap | 285,983 | 1,326 | 1,485 | (188) |  |
| Future interest rate | 19,365 | 175 | 47 | (247) |  |
| Cap&Floor | — | — | — | 2 |  |
| Exchange rate risk | 2,656 | 6 | 20 | 46 | Hedging derivatives |
| Fx forward | 2,414 | 6 | 20 | 5 |  |
| Fx Swap | — | — | — | 46 |  |
| Future interest rate | 242 | — | — | (5) |  |
| Interest rate and exchange rate risk | 27,433 | 735 | 1,035 | (76) | Hedging derivatives |
| Interest rate swap | 5,452 | 38 | 80 | (8) |  |
| Currency swap | 21,981 | 697 | 955 | (68) |  |
| Base risk | 500 | — | 1 | — | Hedging derivatives |
| Interest rate swap | 500 | — | 1 | — |  |
| Inflation risk | 2,120 | 145 | — | 9 | Hedging derivatives |
| Inflation swap | 2,120 | 145 | — | 9 |  |
|  |  |  |  |  |  |
| Cash flow hedges | 148,269 | 1,954 | 1,231 | 1,067 |  |
| Interest rate risk | 99,969 | 960 | 41 | 1,171 | Hedging derivatives |
| Future interest rate | 12,357 | 22 | 7 | (293) |  |
| Interest rate swap | 87,412 | 937 | 34 | 1,464 |  |
| Cap&Floor | 200 | 1 | — | — |  |
| Exchange rate risk | 24,791 | 605 | 473 | (233) | Hedging derivatives |
| FX forward | 3,445 | 62 | 20 | (18) |  |
| FX swap | 1,606 | 38 | 43 | (3) |  |
| Currency swap | 19,740 | 505 | 410 | (212) |  |
| Interest rate and exchange rate risk | 23,445 | 298 | 718 | (3) | Hedging derivatives |
| Interest rate swap | 3,253 | 17 | 85 | 51 |  |
| Currency swap | 20,192 | 281 | 633 | (54) |  |
| Inflation risk | — | — | — | 131 | Hedging derivatives |
| Inflation swap | — | — | — | 131 |  |
| Equity risk | 64 | 91 |  | 1 | Hedging derivatives |
| Equity Option | 64 | 91 |  | 1 |  |
|  |  |  |  |  |  |
| Hedges of net investments in foreign  operations | 19,666 | 86 | 475 | 136 |  |
| Exchange rate risk | 19,666 | 86 | 475 | 136 | Hedging derivatives |
| FX forward | 19,614 | 86 | 474 | 134 |  |
| FX swap | 52 |  | 1 | 2 |  |
|  |  |  |  |  |  |
|  | 505,992 | 4,427 | 4,294 | 749 |  |

Annual report 2025751

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million | | | | |  |
|  | 2024 | | | |  |
|  |  | Carrying amount | |  |  |
|  | Nominal  value | Assets | Liabilities | Changes in fair value used  for calculating hedge  ineffectiveness | Balance sheet line items |
| Fair value hedges | 308,897 | 2,584 | 2,964 | 483 |  |
| Interest rate risk | 290,152 | 2,070 | 2,319 | 373 | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Interest rate swap | 276,715 | 1,578 | 2,082 | 156 |  |
| Exchange rate risk | 4,411 | 13 | 59 | 101 | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Fx forward | 2,240 | 8 | 39 | (2) |  |
| Future interest rate | 2,059 | — | — | 91 |  |
| Interest rate and exchange rate risk | 13,739 | 501 | 586 | 8 | Hedging derivatives |
| Interest rate swap | 2,720 | 15 | 65 | 46 |  |
| Currency swap | 11,019 | 486 | 520 | (38) |  |
| Base risk | 500 | — | — | — | Hedging derivatives |
| Interest rate swap | 500 | — | — | — |  |
| Equity risk | 95 | — | — | 1 | Hedging derivatives |
| Equity swap | 95 | — | — | 1 |  |
|  |  |  |  |  |  |
| Cash flow hedges | 179,271 | 2,415 | 1,519 | 558 |  |
| Interest rate risk | 134,503 | 1,060 | 1,089 | 144 |  |
| Of which: |  |  |  |  |  |
| Future interest rate | 6,621 | — | — | 225 |  |
| Interest rate swap | 106,663 | 788 | 478 | (130) |  |
| Exchange rate risk | 30,653 | 738 | 258 | 459 | Hedging derivatives |
| Of which: |  |  |  |  |  |
| FX forward | 9,286 | 362 | 51 | 408 |  |
| Currency swap | 19,957 | 323 | 189 | 114 |  |
| Interest rate and exchange rate risk | 11,724 | 539 | 172 | 26 | Hedging derivatives |
| Interest rate swap | 3,092 | (6) | 46 | 75 |  |
| Currency swap | 8,632 | 545 | 126 | (49) |  |
| Inflation risk | 2,316 | 58 | — | (69) | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Inflation swap | 2,163 | 57 | — | 82 |  |
| Equity risk | 75 | 20 | — | (2) | Hedging derivatives |
| Equity swap | 75 | 20 | — | (2) |  |
|  |  |  |  |  |  |
| Hedges of net investments in foreign  operations | 23,559 | 673 | 269 | 420 |  |
| Exchange rate risk | 23,559 | 673 | 269 | 420 | Hedging derivatives |
| FX forward | 23,559 | 673 | 269 | 420 |  |
|  |  |  |  |  |  |
|  | 511,727 | 5,672 | 4,752 | 1,461 |  |

Annual report 2025752

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million | | | | |  |
|  | 2023 | | | |  |
|  |  | Carrying amount | |  |  |
|  | Nominal  value | Assets | Liabilities | Changes in fair value used  for calculating hedge  ineffectiveness | Balance sheet line items |
| Fair value hedges | 241,792 | 2,661 | 4,231 | (1,869) |  |
| Interest rate risk | 225,377 | 2,280 | 3,644 | (1,684) | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Interest rate swap | 215,382 | 2,015 | 3,462 | (1,871) |  |
| Exchange rate risk | 4,331 | 15 | 24 | (98) | Hedging derivatives |
| FX forward | 1,913 | 15 | 24 | (11) |  |
| Future interest rate | 2,418 | — | — | (87) |  |
| Interest rate and exchange rate risk | 12,084 | 366 | 563 | (87) | Hedging derivatives |
| Interest rate swap | 2,311 | 9 | 179 | 20 |  |
| Currency swap | 9,773 | 357 | 384 | (107) |  |
|  |  |  |  |  |  |
| Cash flow hedges | 157,796 | 2,575 | 2,889 | 1,828 |  |
| Interest rate risk | 97,780 | 913 | 1,246 | 2,181 | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Future interest rate | 3,020 | — | — | 6 |  |
| Interest rate swap | 91,569 | 872 | 1,214 | 2,188 |  |
| Exchange rate risk | 34,823 | 1,001 | 663 | (498) | Hedging derivatives |
| Of which: |  |  |  |  |  |
| FX forward | 11,160 | 502 | 241 | 43 |  |
| Currency swap | 20,043 | 446 | 397 | (537) |  |
| Interest rate and exchange rate risk | 12,217 | 484 | 74 | (98) | Hedging derivatives |
| Interest rate swap | 2,847 | — | (45) | 227 |  |
| Currency swap | 9,370 | 484 | 119 | (325) |  |
| Inflation risk | 12,908 | 155 | 906 | 234 | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Currency swap | 12,495 | 153 | 906 | 240 |  |
| Equity risk | 68 | 22 | — | 9 | Hedging derivatives |
| Option | 68 | 22 | — | 9 |  |
|  |  |  |  |  |  |
| Hedges of net investments in foreign  operations | 18,706 | 61 | 536 | (1,888) |  |
| Exchange rate risk | 18,706 | 61 | 536 | (1,888) | Hedging derivatives |
| FX forward | 18,706 | 61 | 536 | (1,888) |  |
|  |  |  |  |  |  |
|  | 418,294 | 5,297 | 7,656 | (1,929) |  |

Annual report 2025753

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Considering the main entities or groups within the Group by the

weight of their hedging, the main types of hedging that are being

carried out in Santander UK Group Holdings plc group and Banco

Santander, S.A.

Santander UK Group Holdings plc group enters into fair value and

cash flow hedging derivatives depending on the exposure of the

underlying. Only designated risks are hedged and therefore other

risks, such as credit risk, are managed but not hedged. When

contracting derivatives, Santander UK applies the same credit risk

management procedures that it uses for ordinary lending activity.

Within fair value hedges, Santander UK Group Holdings plc group

has portfolios of assets and liabilities at fixed rate that are exposed

to changes in fair value due to changes in market interest rates.

These positions are managed by contracting mainly interest rate

swaps. Effectiveness is assessed by comparing the changes in the

fair value of these portfolios generated by the hedged risk with the

changes in the fair value of the derivatives contracted.

Santander UK Group Holdings plc group also has access to

international markets to obtain financing by issuing fixed-rate debt

or investing in fixed rate debt of other issuers, in its functional

currency and other currencies. As such, they are exposed to

changes in interest rates and exchange rates, mainly in EUR and

USD. This risk is mitigated with cross currency swaps e interest rate

swaps in which they pay a fixed rate and receive a variable rate.

Effectiveness is evaluated using linear regression techniques to

compare changes in the fair value of the debt at interest and

exchange rates with changes in the fair value of interest rate swaps

or cross currency swaps.

Within the cash flow hedges, Santander UK Group Holdings plc

group has portfolios of assets and liabilities at variable rates,

normally at SONIA or BoE base rate. To mitigate this market rate

variability risk, it contracts interest rate swaps.

As Santander UK Group Holdings plc group obtains financing in the

international markets, it assumes a significant exposure to

currency risk mainly USD and EUR. In addition, it also holds debt

securities for liquidity purposes which assume exposure mainly in

JPY, CAD and CHF.  To manage this exchange rate risk, Spot,

Forward y Cross Currency Swap are contracted to match the cash

flow profile and the maturity of the estimated interest and

principal repayments of the hedged item.

Effectiveness is assessed by comparing changes in the fair value of

the derivatives with changes in the fair value of the hedged item

attributable to the hedged risk by applying a hypothetical

derivative method using linear regression techniques.

It also has inflation risk hedges, which arise from UK bonds linked

to UK inflation and are hedged using inflation swaps.

Effectiveness is assessed by comparing changes in the fair value of

the inflation swap with the changes in the fair value of the hedged

item attributable to the hedged risk, applying the hypothetical

derivative method using linear regression techniques.

In addition, within the hedges that cover equity risk, Santander UK

Group Holdings plc group offers employees the opportunity to

purchase shares of the Bank at a discount under the Sharesave

Scheme, exposing the Bank to share price risk. As such, options are

purchased allowing them to purchase shares at a pre-set price.

Banco Santander, S.A. covers the risks of its balance sheet in a

variety of ways. On the one hand, documented as fair value

hedges, it covers the interest rate and foreign exchange risk of

fixed-income portfolios at a fixed rate (REPOs are included in this

category). Resulting, in an exposure to changes in their fair value

due to variations in market conditions based on the various risks

hedged, which has an impact on Banco Santander's income

statement.

To mitigate these risks, Banco Santander contracts derivatives,

mainly Interest Rate Swaps, Cross Currency Swaps, Cap&floors and

Forex Forward.

On the other hand, the interest and exchange rate risk of loans

granted to corporate clients at a fixed rate or variable rate is

covered. These hedges, are carried out through interest rate swaps,

cross currency swaps and exchange rate derivatives (forex swaps

and forex forward).

In addition, Banco Santander, S.A. manages the interest and

exchange risk of debt issues in its various categories (issuing

covered bonds, perpetual, subordinated and senior bond) and in

different currencies, denominated at fixed rates, and therefore

subject to changes in their fair value. These issues are covered

through interest rate swaps and cross currency swaps.

The methodology used by Banco Santander, S.A. to measure the

effectiveness of fair value hedges is based on comparing the

market values of the hedged items (based on the objective risk of

the hedge) and of the hedging instruments in order to analyse

whether the changes in the market value of the hedged items are

offset by the market value of the hedging instruments, thereby

mitigating the hedged risk and minimizing volatility in the income

statement.

Prospectively, the same analysis is performed, measuring the

theoretical market values in the event of parallel variations in the

market curves of a positive basis point.

There is a macro hedge of structured loans in which the interest

rate risk of fixed-rate loans (mortgage, personal or with other

guarantees) granted to legal entities in commercial or corporate

banking and wealth clients in the medium-long term is hedged.

This hedge is instrumented as a macro hedge of fair value, the

main hedging instruments being Interest Rate Swap and

Cap&floors. In case of total or partial cancellation or early

repayment, the customer is obliged to pay/receive the cost/income

of the cancellation of the interest rate risk hedge managed by the

Bank.

Regarding cash flow hedges, the objective is to hedge the cash

flow exposure to changes in interest rates and exchange rates.

Annual report 2025754

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

For retrospective purposes, the hypothetical derivative

methodology is used to measure effectiveness. By means of this

methodology, the hedged risk is modelled as a derivative

instrument -not real-, created exclusively for the purpose of

measuring the effectiveness of the hedge, and which must comply

with the fact that its main characteristics coincide with the critical

terms of the hedged item throughout the period for which the

hedging relationship is designated. This hypothetical derivative

does not incorporate characteristics that are exclusive to the

hedging instrument. Additionally, it is worth mentioning that any

risk component not associated with the hedged objective risk and

effectively documented at the beginning of the hedge is excluded

for the purpose of calculating the effectiveness. The market value

of the hypothetical derivative that replicates the hedged item is

compared with the market value of the hedging instrument,

verifying that the hedged risk is effectively mitigated and that the

impact on the income statement due to potential ineffectiveness is

residual.

Prospectively, the variations in the market values of the hedging

instrument and the hedged item (represented by the hypothetical

derivative) are measured in the event of parallel shifts of a positive

basis point in the affected market curves.

There is another macro-hedge, this time of cash flows, the purpose

of which is to actively manage the risk-free interest rate risk

(excluding credit risk) of a portion of the floating rate assets of

Banco Santander, S.A., through the arrangement of interest rate

derivatives whereby the bank exchanges floating rate interest

flows for others at a fixed rate agreed at the time the transactions

are arranged. The items affected by the Macro-hedging have been

designated as those in which their cash flows are exposed to

interest rate risk, specifically the floating rate mortgages of the

Banco Santander, S.A. network referenced to Euribor 12 Months or

Euribor Mortgage, with annual renewal of rates, classified as

sound risk and which do not have a contractual floor (or, if not, this

floor is not activated). The hedged position affecting the Macro

Cash Flow Hedge at the present time is near to EUR 5,000 million.

Regarding net foreign investments hedges, basically, they are

allocated in Banco Santander, S.A. and Santander Consumer

Finance Group. Grupo Santander assumes as a priority risk

management objective to minimize -to the limit determined by the

Group's Financial Management- the impact on the calculation of

the capital ratio of its permanent investments included within the

Group's consolidation perimeter, and whose shares or equity

interests are legally denominated in a currency other than that of

the Group's parent company. For this purpose, financial

instruments (generally derivatives) are contracted to hedge the

impact on the capital ratio of changes in forward exchange rates.

Grupo Santander mainly hedges the risk for the following

currencies: BRL, CLP, MXN, CAD, COP, CNY, GBP, CHF, NOK, USD,

PLN, UYU and PEN. The instruments used to hedge the risk of these

investments are forex swaps, forex forward and spot currency

purchases/sales.

For this type of hedges, ineffectiveness scenarios are considered to

be of low probability, given that the hedging instrument is

designated considering the position determined and the spot rate

at which the position is located.

Annual report 2025755

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The following table sets out the maturity profile of the hedging

instruments used in Grupo Santander non-dynamic hedging

strategies:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | | | |
|  | 31 December 2025 | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year to  five years | More than five  years | Total |
| Fair value hedges | 17,263 | 20,353 | 87,830 | 176,040 | 36,571 | 338,057 |
| Interest rate risk | 15,778 | 19,042 | 82,060 | 160,461 | 28,007 | 305,348 |
| Interest rate swap | 15,588 | 18,565 | 78,893 | 146,294 | 26,643 | 285,983 |
| Future interest rate | 190 | 477 | 3,167 | 14,167 | 1,364 | 19,365 |
| Exchange rate risk | 963 | 365 | 1,086 | — | 242 | 2,656 |
| Fx forward | 963 | 365 | 1,086 | — | — | 2,414 |
| Future interest rate | — | — | — | — | 242 | 242 |
| Interest rate and exchange rate risk | 522 | 946 | 4,684 | 15,079 | 6,202 | 27,433 |
| Interest rate swap | 15 | 54 | 218 | 3,898 | 1,267 | 5,452 |
| Currency swap | 507 | 892 | 4,466 | 11,181 | 4,935 | 21,981 |
| Base risk | — | — | — | 500 | — | 500 |
| Interest rate swap | — | — | — | 500 | — | 500 |
| Inflation risk | — | — | — | — | 2,120 | 2,120 |
| Inflation swap | — | — | — | — | 2,120 | 2,120 |
|  |  |  |  |  |  |  |
| Cash flow hedges | 6,499 | 4,405 | 21,536 | 103,955 | 11,874 | 148,269 |
| Interest rate risk | 3,497 | 1,347 | 12,090 | 76,749 | 6,286 | 99,969 |
| Future interest rate | — | — | 13 | 11,837 | 507 | 12,357 |
| Interest rate swap | 3,497 | 1,347 | 12,077 | 64,712 | 5,779 | 87,412 |
| Cap&Floor | — | — | — | 200 | — | 200 |
| Exchange rate risk | 981 | 1,169 | 4,062 | 15,467 | 3,112 | 24,791 |
| FX forward | 874 | 1,025 | 1,546 | — | — | 3,445 |
| FX swap | 66 | 92 | 492 | 956 | — | 1,606 |
| Currency swap | 41 | 52 | 2,024 | 14,511 | 3,112 | 19,740 |
| Interest rate and exchange rate risk | 2,021 | 1,887 | 5,371 | 11,690 | 2,476 | 23,445 |
| Interest rate swap | 761 | — | 227 | 2,085 | 180 | 3,253 |
| Currency swap | 1,260 | 1,887 | 5,144 | 9,605 | 2,296 | 20,192 |
| Equity risk | — | 2 | 13 | 49 | — | 64 |
| Equity option | — | 2 | 13 | 49 | — | 64 |
|  |  |  |  |  |  |  |
| Hedges of net investments in foreign operations: | 2,945 | 5,218 | 11,296 | 207 | — | 19,666 |
| Exchange rate risk | 2,945 | 5,218 | 11,296 | 207 | — | 19,666 |
| FX forward | 2,893 | 5,218 | 11,296 | 207 | — | 19,614 |
| FX swap | 52 | — | — | — | — | 52 |
|  | 26,707 | 29,976 | 120,662 | 280,202 | 48,445 | 505,992 |

Annual report 2025756

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | | | |
|  | 31 December 2024 | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year to  five years | More than five  years | Total |
| Fair value hedges | 9,791 | 15,953 | 88,519 | 163,086 | 31,548 | 308,897 |
| Interest rate risk | 8,725 | 14,680 | 85,981 | 154,440 | 26,326 | 290,152 |
| Of which: |  |  |  |  |  |  |
| Interest rate swap | 7,910 | 11,913 | 83,890 | 148,913 | 24,089 | 276,715 |
| Exchange rate risk | 1,054 | 717 | 469 | 112 | 2,059 | 4,411 |
| Of which: |  |  |  |  |  |  |
| Fx forward | 1,054 | 717 | 469 | — | — | 2,240 |
| Future interest rate | — | — | — | — | 2,059 | 2,059 |
| Interest rate and exchange rate risk | 12 | 511 | 2,019 | 8,034 | 3,163 | 13,739 |
| Of which: |  |  |  |  |  |  |
| Interest rate swap | — | 149 | 104 | 1,543 | 924 | 2,720 |
| Currency swap | 12 | 361 | 1,915 | 6,491 | 2,240 | 11,019 |
| Base risk | — | — | — | 500 | — | 500 |
| Interest rate swap | — | — | — | 500 | — | 500 |
| Equity risk | — | 45 | 50 | — | — | 95 |
| Equity swap | — | 45 | 50 | — | — | 95 |
|  |  |  |  |  |  |  |
| Cash flow hedges | 19,696 | 10,088 | 43,111 | 94,030 | 12,346 | 179,271 |
| Interest rate risk | 14,628 | 7,932 | 30,390 | 75,459 | 6,094 | 134,503 |
| Of which: |  |  |  |  |  |  |
| Future interest rate | 6,621 | — | — | — | — | 6,621 |
| Interest rate swap | 7,146 | 5,856 | 20,846 | 67,495 | 5,320 | 106,663 |
| Exchange rate risk | 2,982 | 1,377 | 8,765 | 14,703 | 2,826 | 30,653 |
| Of which: |  |  |  |  |  |  |
| FX forward | 2,594 | 1,310 | 5,382 | — | — | 9,286 |
| Currency swap | 133 | 66 | 3,383 | 14,704 | 1,671 | 19,957 |
| Interest rate and exchange rate risk | 2,086 | 778 | 3,785 | 3,813 | 1,262 | 11,724 |
| Of which: |  |  |  |  |  |  |
| Interest rate swap | 997 | — | 395 | 1,260 | 440 | 3,092 |
| Currency swap | 1,090 | 778 | 3,389 | 2,553 | 822 | 8,632 |
| Inflation risk | — | — | 153 | — | 2,163 | 2,316 |
| Of which: |  |  |  |  |  |  |
| Inflation swap | — | — | — | — | 2,163 | 2,163 |
| Equity risk | — | 1 | 18 | 55 | 1 | 75 |
| Option | — | 1 | 18 | 55 | 1 | 75 |
|  |  |  |  |  |  |  |
| Hedges of net investments in foreign operations: | 3,918 | 5,644 | 13,997 | — | — | 23,559 |
| Exchange rate risk | 3,918 | 5,644 | 13,997 | — | — | 23,559 |
| FX forward | 3,918 | 5,644 | 13,997 | — | — | 23,559 |
|  | 33,405 | 31,685 | 145,627 | 257,116 | 43,894 | 511,727 |

Annual report 2025757

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | | | |
|  | 31 December 2023 | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year to  five years | More than five  years | Total |
| Fair value hedges | 6,862 | 14,535 | 59,170 | 139,486 | 21,739 | 241,792 |
| Interest rate risk | 6,266 | 13,749 | 56,860 | 131,323 | 17,179 | 225,377 |
| Of which: |  |  |  |  |  |  |
| Interest rate swap | 6,176 | 13,525 | 55,918 | 125,405 | 14,358 | 215,382 |
| Exchange rate risk | 566 | 678 | 619 | 50 | 2,418 | 4,331 |
| Fx forward | 566 | 678 | 619 | 50 | — | 1,913 |
| Future interest rate | — | — | — | — | 2,418 | 2,418 |
| Interest rate and exchange rate risk | 30 | 108 | 1,691 | 8,113 | 2,142 | 12,084 |
| Currency swap | 30 | 87 | 1,370 | 6,605 | 1,681 | 9,773 |
| Interest rate swap | — | 21 | 321 | 1,508 | 461 | 2,311 |
|  |  |  |  |  |  |  |
| Cash flow hedges | 7,873 | 16,149 | 43,913 | 83,291 | 6,570 | 157,796 |
| Interest rate risk | 4,467 | 6,859 | 30,846 | 53,038 | 2,570 | 97,780 |
| Of which: |  |  |  |  |  |  |
| Future interest rate | — | — | — | 3,020 | — | 3,020 |
| Interest rate swap | 4,241 | 6,429 | 29,863 | 48,735 | 2,301 | 91,569 |
| Exchange rate risk | 2,655 | 7,087 | 6,607 | 16,711 | 1,763 | 34,823 |
| Of which: |  |  |  |  |  |  |
| FX forward | 2,013 | 2,344 | 4,617 | 2,186 | — | 11,160 |
| Currency swap | 642 | 2,209 | 1,990 | 14,525 | 677 | 20,043 |
| Interest rate and exchange rate risk | 407 | 1,547 | 2,270 | 7,187 | 806 | 12,217 |
| Of which: |  |  |  |  |  |  |
| Interest rate swap | — | 80 | — | 2,575 | 192 | 2,847 |
| Currency swap | 407 | 1,467 | 2,270 | 4,612 | 614 | 9,370 |
| Inflation risk | 344 | 656 | 4,182 | 6,296 | 1,430 | 12,908 |
| Of which: |  |  |  |  |  |  |
| Currency swap | 318 | 618 | 3,833 | 6,296 | 1,430 | 12,495 |
| Equity risk | — | — | 8 | 59 | 1 | 68 |
| Option | — | — | 8 | 59 | 1 | 68 |
|  |  |  |  |  |  |  |
| Hedges of net investments in foreign operations: | 4,303 | 4,940 | 9,463 | — | — | 18,706 |
| Exchange rate risk | 4,303 | 4,940 | 9,463 | — | — | 18,706 |
| FX forward | 4,303 | 4,940 | 9,463 | — | — | 18,706 |
|  | 19,038 | 35,624 | 112,546 | 222,777 | 28,309 | 418,294 |

Annual report 2025758

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Additionally, for Santander UK Group Holdings plc and Banco

Santander, S.A., both the maturity profile, the average interest and

exchange rate of hedging instruments by maturity buckets are

shown:

Santander UK Group Holdings plc group

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2025 | | | | | |
|  | EUR million | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year  to five years | More than five  years | Total |
| Fair value hedges |  |  |  |  |  |  |
| Interest rate risk |  |  |  |  |  |  |
| Interest rate instruments |  |  |  |  |  |  |
| Nominal | 14,490 | 12,469 | 69,366 | 86,738 | 6,222 | 189,285 |
| Average fixed interest rate (%) GBP | 4.150 | 4.703 | 4.021 | 3.508 | 4.181 |  |
| Average fixed interest rate (%) EUR | — | 0.216 | — | 0.621 | 0.437 |  |
| Average fixed interest rate (%) USD | — | — | — | 4.091 | 1.325 |  |
| Interest rate and foreign exchange rate risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | 27.000 | 30 | 357 | 6,936 | 1,808 | 9,158 |
| Average GBP/EUR exchange rate | 1.176 | 1.138 | 1.158 | 1.177 | 1.182 |  |
| Average GBP/USD exchange rate | — | — | 1.249 | 1.346 | 1.293 |  |
| Average fixed interest rate (%) EUR | 2 | 3 | 4.080 | 2.812 | 2.822 |  |
| Average fixed interest rate (%) USD | — | — | 4.991 | 4.385 | 4.364 |  |
| Inflation risk |  |  |  |  |  |  |
| Interest rate instruments |  |  |  |  |  |  |
| Nominal | — | — | — | — | 2,120 | 2,120 |
| Average fixed interest rate (%) GBP | — | — | — | — | 4.997 |  |
| Cash flow hedges |  |  |  |  |  |  |
| Interest rate risk |  |  |  |  |  |  |
| Interest rate instruments |  |  |  |  |  |  |
| Nominal | 360 | 111 | 3,472 | 35,087 | 4,067 | 43,097 |
| Average fixed interest rate (%) GBP | 4.373 | 4.235 | 3.344 | 3.881 | 4.481 |  |
| Foreign exchange risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | — | — | 1,982 | 14,238 | 3,112 | 19,332 |
| Average GBP/JPY exchange rate | — | — | — | — | — |  |
| Average GBP/CHF exchange rate | — | — | 1.121 | 1.111 | — |  |
| Average GBP/EUR exchange rate | — | — | — | 1.180 | 1.172 |  |
| Average GBP/USD exchange rate | — | — | 1.334 | 1.275 | 1.373 |  |
| Average GBP/CAD exchange rate | — | — | — | — | — |  |
| Equity risk |  |  |  |  |  |  |
| Equity instruments |  |  |  |  |  |  |
| Nominal | — | 2 | 13 | 49 | — | 64 |
| Interest rate and foreign exchange rate risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | — | — | 87 | 2,206 | 420 | 2,713 |
| Average GBP/EUR exchange rate | — | — | 1.166 | 1.181 | 1.172 |  |
| Average GBP/USD exchange rate | — | — | 1.334 | 1.281 | 1.397 |  |
| Average fixed interest rate (%) GBP | — | — | 2.609 | 3.973 | 4.475 |  |

Annual report 2025759

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2024 | | | | | |
|  | EUR million | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year  to five years | More than five  years | Total |
| Fair value hedges |  |  |  |  |  |  |
| Interest rate risk |  |  |  |  |  |  |
| Interest rate instruments |  |  |  |  |  |  |
| Nominal | 5,033 | 7,598 | 64,755 | 93,176 | 4,110 | 174,672 |
| Average fixed interest rate (%) GBP | 3.749 | 4.293 | 4.496 | 3.868 | 3.653 |  |
| Average fixed interest rate (%) EUR | 0.200 | (0.346) | (0.446) | 0.585 | 4.370 |  |
| Average fixed interest rate (%) USD | 1.677 | 1.534 | 1.531 | 5.756 | 0.449 |  |
| Interest rate and foreign exchange rate risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | — | 212 | 258 | 2,280 | 1,152 | 3,902 |
| Average GBP/EUR exchange rate | — | 1.136 | 1.158 | 1.162 | 1.176 |  |
| Average GBP/USD exchange rate | — | — | — | 1.318 | 1.281 |  |
| Average fixed interest rate (%) EUR | — | — | 1.350 | 3.304 | 2.940 |  |
| Average fixed interest rate (%) USD | — | — | — | 4.831 | 4.375 |  |
| Cash flow hedges |  |  |  |  |  |  |
| Interest rate risk |  |  |  |  |  |  |
| Interest rate instruments |  |  |  |  |  |  |
| Nominal | 5,330 | 4,190 | 14,896 | 34,841 | 4,325 | 63,582 |
| Average fixed interest rate (%) GBP | 4.592 | 4.075 | 4.761 | 3.707 | 4.352 |  |
| Foreign exchange risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | 311 | 954 | 5,941 | 13,235 | 2,730 | 23,171 |
| Average GBP/JPY exchange rate | 178.368 | 179.995 | 187.640 | — | — |  |
| Average GBP/CHF exchange rate | — | — | 1.086 | 1.115 | — |  |
| Average GBP/EUR exchange rate | — | 1.203 | 1.188 | 1.177 | 1.162 |  |
| Average GBP/USD exchange rate | — | — | 1.238 | 1.297 | 1.388 |  |
| Average GBP/CAD exchange rate | — | — | 1.758 | — | — |  |
| Equity risk |  |  |  |  |  |  |
| Equity instruments |  |  |  |  |  |  |
| Nominal | — | — | 19 | 55 | 1 | 75 |
| Interest rate and foreign exchange rate risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | 1,993 | 476 | 1,039 | 2,294 | 707 | 6,509 |
| Average GBP/EUR exchange rate | 1.124 | 1.370 | 1.161 | 1.213 | 1.179 |  |
| Average GBP/USD exchange rate | — | — | 1.538 | 1.319 | 1.537 |  |
| Average fixed interest rate (%) GBP | 1.480 | 2.760 | 3.203 | 2.771 | 4.885 |  |
| Inflation risk |  |  |  |  |  |  |
| Interest rate instruments |  |  |  |  |  |  |
| Nominal | — | — | — | — | 2,163 | 2,163 |
| Average fixed interest rate (%) GBP | — | — | — | — | 4.983 |  |

Annual report 2025760

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2023 | | | | | |
|  | EUR million | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year to  five years | More than five  years | Total |
| Fair value hedges |  |  |  |  |  |  |
| Interest rate risk |  |  |  |  |  |  |
| Interest rate instruments |  |  |  |  |  |  |
| Nominal | 4,163 | 8,230 | 37,158 | 70,075 | 3,467 | 123,093 |
| Average fixed interest rate (%) GBP | 2.380 | 3.190 | 3.420 | 3.890 | 3.990 |  |
| Average fixed interest rate (%) EUR | 1.140 | 0.180 | 0.450 | 0.210 | 3.920 |  |
| Average fixed interest rate (%) USD | 2.600 | 2.460 | 4.230 | 1.360 | 4.910 |  |
| Interest rate and foreign exchange rate risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | — | 41 | — | 2,172 | 198 | 2,411 |
| Average GBP/EUR exchange rate | — | 1.113 | — | 1.156 | 1.148 |  |
| Average GBP/USD exchange rate | — | — | — | 1.318 | — |  |
| Average fixed interest rate (%) EUR | — | — | — | 2.770 | 3.480 |  |
| Average fixed interest rate (%) USD | — | — | — | 4.830 | — |  |
| Cash flow hedges |  |  |  |  |  |  |
| Interest rate risk |  |  |  |  |  |  |
| Interest rate instruments |  |  |  |  |  |  |
| Nominal | 1,050 | 3,553 | 15,756 | 31,941 | 1,405 | 53,705 |
| Average fixed interest rate (%) GBP | 5.060 | 3.050 | 5.380 | 3.840 | 3.450 |  |
| Foreign exchange risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | 1,068 | 6,266 | 3,104 | 10,888 | 1,763 | 23,089 |
| Average GBP/JPY exchange rate | 154.135 | 153.954 | 167.846 | — | — |  |
| Average GBP/CHF exchange rate | 1.092 | 1.093 | 1.089 | 1.121 | 1.121 |  |
| Average GBP/EUR exchange rate | — | 1.197 | 1.167 | 1.179 | — |  |
| Average GBP/USD exchange rate | — | 1.392 | — | 1.277 | 1.388 |  |
| Equity risk |  |  |  |  |  |  |
| Equity instruments |  |  |  |  |  |  |
| Nominal | — | — | 8 | 58 | 2 | 68 |
| Interest rate and foreign exchange rate risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | 100 | 905 | 576 | 5,614 | 719 | 7,914 |
| Average GBP/EUR exchange rate | 1,183 | — | 1.254 | 1.198 | 1.189 |  |
| Average GBP/USD exchange rate | — | 1,663 | — | 1.383 | 1.537 |  |
| Average fixed interest rate (%) GBP | 2.570 | 2.540 | 2.960 | 2.420 | 4.810 |  |

Annual report 2025761

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Banco Santander, S.A.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2025 | | | | | |
|  | EUR million | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year to  five years | More than five  years | Total |
| Fair value hedges |  |  |  |  |  |  |
| Interest rate risk |  |  |  |  |  |  |
| Interest rate instruments |  |  |  |  |  |  |
| Nominal | 746 | 2,790 | 6,849 | 34,331 | 17,003 | 61,719 |
| Average fixed interest rate (%) GBP | — | 2.155 | 1.500 | 5.725 | 5.371 |  |
| Average fixed interest rate (%) EUR | 3.303 | 2.809 | 2.101 | 3.139 | 0.330 |  |
| Average fixed interest rate (%) CHF | — | — | — | 0.403 | — |  |
| Average fixed interest rate (%) USD | 5.075 | 4.422 | 1.983 | 3.653 | 4.991 |  |
| Average fixed interest rate (%) CZK | — | 1.650 | 2.350 | — | — |  |
| Average fixed interest rate (%) NOK | — | — | — | — | 2.403 |  |
| Average fixed interest rate (%) AUD | — | — | — | — | 3.824 |  |
| Average fixed interest rate (%) RON | — | — | 4.880 | 3.200 | — |  |
| Average fixed interest rate (%) HKD | — | — | — | 1.960 | — |  |
| Average fixed interest rate (%) NZD | — | — | — | — | 3.252 |  |
| Foreign exchange risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | 329 | 250 | 697 | — | — | 1,276 |
| Average CNY/EUR exchange rate | — | 8,273 | 8,284 | — | — |  |
| Average MXN/EUR exchange rate | 2,173 | — | — | — | — |  |
| Interest rate and foreign exchange rate risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | 46 | 99 | 956 | 3,750 | 1,608 | 6,459 |
| Average fixed interest rate (%) AUD/EUR | — | — | — | 5.710 | 6.101 |  |
| Average fixed interest rate (%) CZK/EUR | — | — | — | 4.264 | — |  |
| Average fixed interest rate (%) RON/EUR | — | — | — | — | 0.697 |  |
| Average fixed interest rate (%) HKD/EUR | — | — | — | 4.618 | — |  |
| Average fixed interest rate (%) JPY/EUR | — | — | — | 0.975 | 1.407 |  |
| Average fixed interest rate (%) NOK/EUR | — | — | — | 3.441 | 4.155 |  |
| Average fixed interest rate (%) CHF/EUR | — | — | — | 2.021 | 1.919 |  |
| Average fixed interest rate (%) USD/CLP | — | — | — | — | — |  |
| Average fixed interest rate (%) USD/COP | 11.669 | 11.703 | 9.869 | 9.356 | — |  |
| Average fixed interest rate (%) USD/MXN | — | — | 8.800 | — | — |  |
| Average AUD/EUR exchange rate | — | — | — | 1.617 | 1.584 |  |
| Average NZD/EUR exchange rate | — | — | — | — | 1.666 |  |
| Average CZK/EUR exchange rate | — | 26.131 | 25.365 | 24.832 | — |  |
| Average EUR/COP exchange rate | — | — | — | — | — |  |
| Average EUR/USD exchange rate | — | — | 0.940 | 0.948 | — |  |
| Average HKD/EUR exchange rate | — | — | — | 8.488 | — |  |
| Average JPY/EUR exchange rate | — | — | — | 137.802 | 129.229 |  |
| Average MXN/EUR exchange rate | — | — | — | 19.083 | — |  |
| Average NOK/EUR exchange rate | — | — | — | 9.519 | 10.651 |  |
| Average RON/EUR exchange rate | — | — | 4.948 | 4.927 | 4.980 |  |
| Average CHF/EUR exchange rate | — | — | — | 1.019 | 0.935 |  |
| Average USD/COP exchange rate | — | — | — | — | — |  |
| Average USD/MXN exchange rate | — | — | 0.055 | — | — |  |
| Basis Risk |  |  |  |  |  |  |
| Basis risk instruments |  |  |  |  |  |  |
| Nominal | — | — | — | 500 | — | 500 |

Annual report 2025762

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2025 | | | | | |
|  | EUR million | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year to  five years | More than five  years | Total |
| Cash flow hedges |  |  |  |  |  |  |
| Interest rate and foreign exchange rate risk |  |  |  |  |  |  |
| Interest rate and foreign exchange rate  instruments |  |  |  |  |  |  |
| Nominal | 236 | — | 288 | 213 | 80 | 817 |
| Average fixed interest rate (%) AUD/EUR | — | — | — | 5.678 | — |  |
| Average fixed interest rate (%) CHF/EUR | 2.258 | — | — | — | — |  |
| Average AUD/EUR exchange rate | — | — | 1.590 | 1.577 | 1.562 |  |
| Average RON/EUR exchange rate | — | — | 4.940 | — | — |  |
| Average CHF/EUR exchange rate | 1.002 | — | — | — | — |  |
| Interest rate risk |  |  |  |  |  |  |
| Bond Forward instruments |  |  |  |  |  |  |
| Nominal | — | — | 2,120 | 9,003 | 507 | 11,630 |
| Average fixed interest rate (%) EUR | — | — | 2.964 | 2.695 | 3.016 |  |
| Average fixed interest rate (%) AUD | — | — | 1.650 | — | — |  |
| Exchange rate risk |  |  |  |  |  |  |
| Exchange instruments |  |  |  |  |  |  |
| Nominal | 9 | — | 9 | — | — | 18 |
| Average exchange rate GBP/EUR | 1.129 | — | 1.119 | — | — |  |
| Hedges of net investments in foreign operations |  |  |  |  |  |  |
| Exchange rate risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | 2,574 | 4,530 | 9,866 | 207 | — | 17,177 |
| Average BRL/EUR exchange rate | 6.892 | 6.979 | 6.652 | — | — |  |
| Average CLP/EUR exchange rate | 1,054.241 | 1,018.994 | 1,108.027 | 1,099.571 | — |  |
| Average COP/EUR exchange rate | — | 4,566 | — | — | — |  |
| Average GBP/EUR exchange rate | 0.860 | 0.867 | 0.884 | — | — |  |
| Average MXN/EUR exchange rate | 22.187 | 23.465 | 22.823 | — | — |  |
| Average USD/EUR exchange rate | — | 1.078 | 1.175 | — | — |  |
| Average PLN/EUR exchange rate | 4.321 | 4.307 | 4.309 | — | — |  |
| Average CAD/EUR exchange rate | 1.611 | — | — | — | — |  |
| Average UYU/EUR exchange rate | 48.093 | 48.729 | 49.916 | 53.350 | — |  |

Annual report 2025763

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2024 | | | | | |
|  | EUR million | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year to  five years | More than five  years | Total |
| Fair value hedges |  |  |  |  |  |  |
| Interest rate risk |  |  |  |  |  |  |
| Interest rate instruments |  |  |  |  |  |  |
| Nominal | 1,431 | 4,446 | 6,878 | 33,324 | 15,991 | 62,070 |
| Average fixed interest rate (%) GBP | — | 0.020 | 3.120 | 2.640 | 5.370 |  |
| Average fixed interest rate (%) EUR | 1.340 | 0.010 | 2.000 | 3.460 | 3.170 |  |
| Average fixed interest rate (%) USD | 0.010 | 3.500 | 2.740 | 4.460 | 4.720 |  |
| Average fixed interest rate (%) CZK | — | — | — | 2.000 | — |  |
| Average fixed interest rate (%) NOK | — | — | — | — | 2.400 |  |
| Average fixed interest rate (%) AUD | — | — | — | — | 3.820 |  |
| Average fixed interest rate (%) RON | — | 3.610 | — | 4.200 | — |  |
| Average fixed interest rate (%) HKD | — | — | — | 1.960 | — |  |
| Average fixed interest rate (%) NZD | — | — | — | — | 3.250 |  |
| Foreign exchange risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | 473 | 405 | 287 | — | — | 1,165 |
| Average CNY/EUR exchange rate | 7,710 | 7,710 | 7,710 | — | — |  |
| Average MXN/EUR exchange rate | 2,178 | — | — | — | — |  |
| Interest rate and foreign exchange rate risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | 12 | 148 | 1,355 | 4,859 | 1,669 | 8,043 |
| Average fixed interest rate (%) AUD/EUR | — | — | — | 5.690 | 6.100 |  |
| Average fixed interest rate (%) CZK/EUR | — | — | — | 4.190 | — |  |
| Average fixed interest rate (%) RON/EUR | — | — | — | — | 6.970 |  |
| Average fixed interest rate (%) HKD/EUR | — | — | — | 4.620 | — |  |
| Average fixed interest rate (%) JPY/EUR | — | — | — | 1.300 | 1.410 |  |
| Average fixed interest rate (%) NOK/EUR | — | — | — | 3.440 | 4.500 |  |
| Average fixed interest rate (%) CHF/EUR | — | — | — | 2.030 | 2.250 |  |
| Average fixed interest rate (%) USD/COP | — | 12.750 | 10.580 | 10.540 | 7.760 |  |
| Average fixed interest rate (%) EUR/GBP | 6.690 | — | — | — | — |  |
| Average fixed interest rate (%) USD/MXN | — | — | 11.300 | — | — |  |
| Average AUD/EUR exchange rate | — | — | — | 1.599 | 1.584 |  |
| Average NZD/EUR exchange rate | — | — | — | — | 1.666 |  |
| Average CZK/EUR exchange rate | — | — | 26.030 | 25.634 | — |  |
| Average EUR/GBP exchange rate | 1.189 | — | — | — | — |  |
| Average EUR/USD exchange rate | — | — | 0.982 | 0.943 | — |  |
| Average HKD/EUR exchange rate | — | — | — | 8.488 | — |  |
| Average JPY/EUR exchange rate | — | — | — | 134.151 | 129.229 |  |
| Average MXN/EUR exchange rate | — | — | — | 19.083 | — |  |
| Average NOK/EUR exchange rate | — | — | — | 9.519 | 10.429 |  |
| Average RON/EUR exchange rate | — | 4.810 | — | 4.940 | 4.980 |  |
| Average CHF/EUR exchange rate | — | — | — | 1.019 | 0.932 |  |
| Average USD/COP exchange rate | — | — | — | — | — |  |
| Average USD/MXN exchange rate | — | — | 0.052 | — | — |  |
| Basis Risk |  |  |  |  |  |  |
| Basis risk instruments |  |  |  |  |  |  |
| Nominal | — | — | — | 500 | — | 500 |

Annual report 2025764

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2024 | | | | | |
|  | EUR million | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year to  five years | More than five  years | Total |
| Cash flow hedges |  |  |  |  |  |  |
| Interest rate and foreign exchange rate risk |  |  |  |  |  |  |
| Interest rate and foreign exchange rate  instruments |  |  |  |  |  |  |
| Nominal | — | — | — | 1,055 | 84 | 1,139 |
| Average fixed interest rate (%) AUD/EUR | — | — | — | 3.520 | — |  |
| Average fixed interest rate (%) CHF/EUR | — | — | — | 3.110 | — |  |
| Average AUD/EUR exchange rate | — | — | — | 1.580 | 1.560 |  |
| Average RON/EUR exchange rate | — | — | — | 4.940 | — |  |
| Average CHF/EUR exchange rate | — | — | — | 1.000 | — |  |
| Interest rate risk |  |  |  |  |  |  |
| Bond Forward instruments |  |  |  |  |  |  |
| Nominal | — | — | 6,200 | 5,820 | — | 12,020 |
| Average fixed interest rate (%) EUR | — | — | — | 2.910 | — |  |
| Exchange rate risk |  |  |  |  |  |  |
| Exchange instruments |  |  |  |  |  |  |
| Nominal | 14 | 83 | 125 | — | — | 222 |
| Average exchange rate GBP/EUR | 1.200 | 1.170 | 1.190 | — | — |  |
| Hedges of net investments in foreign operations |  |  |  |  |  |  |
| Exchange rate risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | 3,240 | 5,070 | 12,821 | — | — | 21,131 |
| Average BRL/EUR exchange rate | 5.990 | 6.120 | 6.270 | — | — |  |
| Average CLP/EUR exchange rate | 1,052.780 | 1,066.580 | 1,045.090 | — | — |  |
| Average COP/EUR exchange rate | — | 4,703 | — | — | — |  |
| Average GBP/EUR exchange rate | 0.860 | 0.850 | 0.850 | — | — |  |
| Average MXN/EUR exchange rate | 20.280 | 19.830 | 21.970 | — | — |  |
| Average USD/EUR exchange rate | 1.090 | 1.080 | 1.090 | — | — |  |
| Average PLN/EUR exchange rate | 4.370 | 4.410 | 4.410 | — | — |  |
| Average CAD/EUR exchange rate | — | 1.500 | — | — | — |  |
| Average CHF/EUR exchange rate | — | 0.940 | — | — | — |  |
| Average UYU/EUR exchange rate | 45.820 | 45.160 | 48.290 | — | — |  |

Annual report 2025765

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2023 | | | | | |
|  | EUR million | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year to  five years | More than five  years | Total |
| Fair value hedges |  |  |  |  |  |  |
| Interest rate risk |  |  |  |  |  |  |
| Interest rate instruments |  |  |  |  |  |  |
| Nominal | 1,532 | 194 | 7,880 | 22,714 | 8,775 | 41,095 |
| Average fixed interest rate (%) GBP | — | — | 1.375 | 4.479 | 2.036 |  |
| Average fixed interest rate (%) EUR | 0.096 | 0.014 | 2.085 | 2.422 | 3.421 |  |
| Average fixed interest rate (%) CHF | — | — | 1.010 | — | — |  |
| Average fixed interest rate (%) USD | 0.015 | 3.688 | 2.603 | 3.801 | 4.446 |  |
| Foreign exchange risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | 278 | 634 | 524 | 50 | — | 1,486 |
| Average PEN/USD exchange rate | 3.784 | 3.751 | — | — | — |  |
| Average CNY/EUR exchange rate | — | 7.323 | 7.732 | 7.716 | — |  |
| Average AUD/EUR exchange rate | 1.648 | 1.665 | — | — | — |  |
| Average MXN/EUR exchange rate | — | 19.363 | — | — | — |  |
| Average COP/USD exchange rate | 4,159.190 | 3,998.060 | — | — | — |  |
| Average MAD/EUR exchange rate | 10.929 | 11.057 | — | — | — |  |
| Average PEN/EUR exchange rate | 4.095 | 4.110 | — | — | — |  |
| Interest rate and foreign exchange rate risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | 30 | 66 | 1,450 | 4,321 | 1,150 | 7,017 |
| Average fixed interest rate (%) AUD/EUR | — | — | — | 4.800 | 3.615 |  |
| Average fixed interest rate (%) CZK/EUR | — | — | — | 2.000 | — |  |
| Average fixed interest rate (%) RON/EUR | 5.130 | — | — | 3.967 | — |  |
| Average fixed interest rate (%) HKD/EUR | — | — | 2.580 | 5.270 | — |  |
| Average fixed interest rate (%) JPY/EUR | — | — | 0.465 | 1.298 | 1.407 |  |
| Average fixed interest rate (%) NOK/EUR | — | — | — | 3.441 | 4.501 |  |
| Average fixed interest rate (%) CHF/EUR | — | — | — | 1.243 | — |  |
| Average fixed interest rate (%) USD/MXN | — | — | 14.250 | — | — |  |
| Average fixed interest rate (%) USD/COP | — | 17.980 | 6.152 | 13.207 | 7.149 |  |
| Average fixed interest rate (%) EUR/USD | — | — | (0.140) | — | — |  |
| Average fixed interest rate (%) USD/CLP | — | — | 3.450 | — | — |  |
| Average AUD/EUR exchange rate | — | — | — | 1.499 | 1.545 |  |
| Average CZK/EUR exchange rate | — | — | — | 25.831 | — |  |
| Average EUR/USD exchange rate | — | — | 0.891 | 0.961 | — |  |
| Average HKD/EUR exchange rate | — | — | 8.782 | 8.666 | — |  |
| Average JPY/EUR exchange rate | — | — | 120.568 | 134.151 | 129.229 |  |
| Average NOK/EUR exchange rate | — | — | — | 9.519 | 10.429 |  |
| Average RON/EUR exchange rate | 4.711 | — | — | 4.887 | — |  |
| Average CHF/EUR exchange rate | — | — | — | 1.104 | — |  |
| Average MXN/EUR exchange rate | — | — | — | — | 19.083 |  |
| Average USD/CLP exchange rate | — | — | 0.001 | — | — |  |
| Average NZD/EUR exchange rate | — | — | — | — | 1.666 |  |
| Average USD/MXN exchange rate | — | — | 0.058 | — | — |  |

Annual report 2025766

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2023 | | | | | |
|  | EUR million | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year to  five years | More than five  years | Total |
| Cash flow hedges |  |  |  |  |  |  |
| Interest rate and foreign exchange rate risk |  |  |  |  |  |  |
| Interest rate and foreign exchange rate  instruments |  |  |  |  |  |  |
| Nominal | — | — | 414 | 1,075 | 86 | 1,575 |
| Average fixed interest rate (%) CHF/EUR | — | — | — | 3.106 | — |  |
| Average fixed interest rate (%) AUD/EUR | — | — | — | 3.521 | — |  |
| Average EUR/GBP exchange rate | — | — | 1.173 | — | — |  |
| Average AUD/EUR exchange rate | — | — | 1.625 | 1.584 | 1.562 |  |
| Average RON/EUR exchange rate | — | — | — | 4.940 | — |  |
| Average CHF/EUR exchange rate | — | — | — | 1.002 | — |  |
| Interest rate risk |  |  |  |  |  |  |
| Bond Forward instruments |  |  |  |  |  |  |
| Nominal | 750 | 1,500 | 7,750 | 0 | 0 | 10,000 |
| Average fixed interest rate (%) EUR | (0.124) | (0.889) | 0.016 | — | — |  |
| Exchange rate risk |  |  |  |  |  |  |
| Exchange instruments |  |  |  |  |  |  |
| Nominal | 13 | 25 | 111 | — | — |  |
| Average exchange rate GBP/EUR | 1.148 | 1.146 | 1.138 | — | — |  |
| Hedges of net investments in foreign operations |  |  |  |  |  |  |
| Exchange rate risk |  |  |  |  |  |  |
| Exchange and interest rate instruments |  |  |  |  |  |  |
| Nominal | 3,593 | 4,870 | 8,034 | — | — | 16,497 |
| Average BRL/EUR exchange rate | 5.569 | 5.505 | 5.481 | — | — |  |
| Average CLP/EUR exchange rate | 916.724 | 936.166 | 987.202 | — | — |  |
| Average COP/EUR exchange rate | — | 4,525.656 | — | — | — |  |
| Average GBP/EUR exchange rate | 0.866 | 0.867 | 0.876 | — | — |  |
| Average MXN/EUR exchange rate | 20.078 | 20.589 | 20.210 | — | — |  |
| Average USD/EUR exchange rate | — | 1.129 | 1.081 | — | — |  |
| Average PLN/EUR exchange rate | 4.664 | 4.752 | 4.580 | — | — |  |
| Average CAD/EUR exchange rate | — | 1.461 | — | — | — |  |
| Average CHF/EUR exchange rate | — | 0.940 | — | — | — |  |
| Average UYU/EUR exchange rate | 43.235 | 43.521 | 44.400 | — | — |  |

Annual report 2025767

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### Other geographies

Consumer Group entities mainly have loans portfolios at fixed

interest rates and are therefore, exposed to changes in fair value

due to movements in market interest rates. The entities manage

this risk by contracting interest rate swaps in which they pay a

fixed rate and receive a variable rate. Interest rate risk is the only

one hedged and, therefore, other risks, such as credit risk, are

managed but not hedged by the entities. The interest rate risk

component is determined as the change in fair value of fixed rate

loans arising solely from changes in a reference rate. This strategy

is designated as a fair value hedge and its effectiveness is assessed

by comparing changes in the fair value of loans attributable to

changes in reference interest rates with changes in the fair value of

interest rate swaps.

In addition, in order to access international markets with the aim of

obtaining sources of financing, some Consumer Group´s entities

issue fixed rate debt in their own currency and in other currencies

that differ from their functional currency. Therefore, they are

exposed to changes in both interest rates and exchange rates,

which they mitigate with derivatives (interest rate swaps, fx

forward and cross currency swaps) in which they receive a fixed

interest rate and pay a variable interest rate, implemented with a

fair value hedge.

The cash flow hedges of the Grupo Santander´s entities hedge the

foreign currency risk of loans and financing.

Finally, it has hedges of net investments abroad to hedge the

foreign exchange risk of the shareholding in NOK, CNY, PLN, CAD

and CHF currencies.

Banco Santander México, S.A., Institución de Banca Múltiple, Grupo

Financiero Santander México, applies accounting hedges for both

fair value and cash flows through micro-hedging structures to

mitigate risks arising from fluctuations in interest rates and

exchange rates.

In its cash flow hedges, the Bank is primarily exposed to exchange

rate risk stemming from portfolios of Mexican government bonds

issued in a currency other than its functional currency, Brazilian

government bonds denominated in reais, US Treasury bonds in

dollars, and fixed-rate debt issuances in USD. These exposures are

mitigated through fixed-rate cross-currency swaps and FX forward

contracts, using different currency combinations (MXN, USD, and

BRL) depending on the nature of each portfolio.

The Bank also maintains exposures to interest rate risk associated

with bank loans and commercial loans, both fixed-rate and

floating-rate. To manage this risk, interest rate swaps are used,

whereby the Bank exchanges fixed-rate cash flows for variable-

rate cash flows or vice versa, in order to stabilize future cash flows.

In its fair value hedges, Banco Santander México, S.A., Institución

de Banca Múltiple, Grupo Financiero Santander México holds

portfolios of long-term, fixed-rate commercial loans and Mexican

government bonds, denominated in both local and non-functional

currencies. These portfolios are exposed to changes in fair value

resulting from fluctuations in market interest rates and, where

applicable, exchange rates. These exposures are mitigated through

interest rate swaps and cross-currency swaps, designated as

hedging instruments.

Only interest rate and exchange rate risks are hedged, while other

risks, such as credit risk, are managed by the entity but are not

designated as hedged risks within the hedging relationships. The

effectiveness of the hedges is assessed by comparing the changes

in the fair value of the hedged items attributable to the hedged risk

with the changes in the fair value of the derivative instruments.

Banco Santander (Brasil) S.A. has fair value and cash flow hedges

to mitigate risks arising from market interest rate fluctuations.

In market risk hedging, the Bank protects recognized assets and

liabilities against changes in interest rates, exchange rates, and

inflation. The risk management methodology segments exposures

by risk factor (BRL/USD exchange rate risk, BRL fixed interest rate

risk, USD foreign exchange coupon risk, inflation risk, among

others). To mitigate these risks, the Bank primarily uses interest

rate swaps, currency swaps, and futures contracts, designated as

hedging instruments within hedge accounting structures. The

results derived from hedging instruments and hedged items are

recognized directly in the income statement.

In cash flow hedging, Banco Santander (Brasil) S.A. hedges its

exposure to cash flow variability, primarily associated with interest

payments and exchange rate movements, arising from assets and

liabilities denominated in foreign currency or at variable rates. To

this end, futures contracts and interest rate swaps are used to

provide predictability to future cash flows. The effective portion of

the change in the value of the hedging instruments is temporarily

recognized in equity and reclassified to profit or loss when the

anticipated transaction occurs, while the ineffective portion is

recognized directly in profit or loss. As of December 31, 2025, no

amounts corresponding to the ineffective portion have been

recorded.

Additionally, Banco Santander - Chile uses fair value hedges with

cross currency swaps, interest rate swaps and call money swaps to

hedge its exposure to changes in the fair value of the hedged item

attributable to interest rates. The aforementioned hedging

instruments modify the effective cost of long-term issues, from a

fixed interest rate to a variable interest rate.

In addition, it also makes cash flow hedges in which it uses cross

currency swaps to cover the risk of variability of flows attributable

to changes in the interest rate of bonds and interbank loans issued

at variable rates, as well as to cover the variation of foreign

currency, mainly in United States dollars. To hedge the inflation

risk present in certain items, it uses both forwards and cross

currency swaps.

At Santander Bank, National Association, Interest Rate Swaps are

used to leave commercial loans at a fixed rate at a variable rate in

USD indexed to 1-month Libor or SOFR, under cash flow hedges.

Annual report 2025768

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Regarding the hedged items, the following table shows the detail

of the type of hedging, the risk that is hedged and which products

are being hedged  at 31 December  2025,   2024  and 2023. The

products that are being hedged are mainly borrowed deposits,

financial deposits, loans, government bonds as assets and financial

bonds as liabilities:

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  | EUR million | | | | | | | | |
| 31 December 2025 | | | | | | | | |
| Carrying amount of  hedged items | |  | Accumulated amount  of fair value  adjustments on the  hedged item | | Balance sheet line item | Change in fair value  of hedged item for  ineffectiveness  assessment | Cash flow reserves or  conversion reserves | |
| Assets | Liabilities |  | Assets | Liabilities | Continuing  hedges | Discontinued  hedges |
| Fair value hedges | 166,907 | 107,124 |  | (191) | 490 | Loans and advances / Deposits  and Debt securities / Debt  securities issued | 461 | — | — |
| Interest rate risk | 152,380 | 93,395 |  | (201) | 364 |  | 400 | — | — |
| Exchange rate risk | 2,154 | 242 |  | (6) | — |  | (43) | — | — |
| Interest and Exchange rate  risk | 9,619 | 13,487 |  | 3 | 126 |  | 66 | — | — |
| Inflation risk | 2,253 | — |  | 13 | — |  | 38 | — | — |
| Credit risk | — | — |  | — | — |  | — | — | — |
| Base risk | 501 | — |  | — | — |  | — | — | — |
| Equity risk | — | — |  | — | — |  | — | — | — |
|  |  |  |  |  |  |  |  |  |  |
| Cash flow hedges |  |  |  |  |  |  | (1,063) | 401 | 235 |
| Interest rate risk |  |  |  |  |  |  | (1,174) | 381 | 86 |
| Exchange rate risk |  |  |  |  |  |  | 240 | (8) | — |
| Interest and Exchange rate  risk |  |  |  |  |  |  | (8) | 28 | (13) |
| Inflation risk |  |  |  |  |  |  | (131) | — | 162 |
| Equity risk |  |  |  |  |  |  | 10 |  | — |
| Other risk |  |  |  |  |  |  | — | — | — |
|  |  |  |  |  |  |  |  |  |  |
| Net foreign investments  hedges | 19,666 | — |  |  |  |  | (136) | (7,867) | 2 |
| Exchange rate risk | 19,666 | — |  |  |  |  | (136) | (7,867) | 2 |
|  | 186,573 | 107,124 |  | (191) | 490 |  | (738) | (7,466) | 237 |

Annual report 2025769

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  | EUR million | | | | | | | | |
| 31 December 2024 | | | | | | | | |
| Carrying amount of  hedged items | |  | Accumulated amount  of fair value  adjustments on the  hedged item | | Balance sheet line item | Change in fair value  of hedged item for  ineffectiveness  assessment | Cash flow reserves or  conversion reserves | |
| Assets | Liabilities |  | Assets | Liabilities | Continuing  hedges | Discontinued  hedges |
| Fair value hedges | 138,906 | 32,642 |  | (1,412) | (1,200) | Loans and advances / Deposits  and Debt securities / Debt  securities issued | (461) | — | — |
| Interest rate risk | 133,149 | 23,780 |  | (1,345) | (1,176) |  | (343) | — | — |
| Exchange rate risk | 2,017 | 1,562 |  | 1 | 3 |  | (118) | — | — |
| Interest and Exchange rate  risk | 3,238 | 7,205 |  | (68) | (27) |  | 1 | — | — |
| Inflation risk | — | — |  | — | — |  | — | — | — |
| Credit risk | — | — |  | — | — |  | — | — | — |
| Base risk | 502 | — |  | — | — |  | — | — | — |
| Equity risk | — | 95 |  | — | — |  | (1) | — | — |
|  |  |  |  |  |  |  |  |  |  |
| Cash flow hedges |  |  |  |  |  |  | (564) | (478) | 50 |
| Interest rate risk |  |  |  |  |  |  | (156) | (794) | 83 |
| Exchange rate risk |  |  |  |  |  |  | (439) | 213 | 19 |
| Interest and Exchange rate  risk |  |  |  |  |  |  | (40) | 11 | — |
| Inflation risk |  |  |  |  |  |  | 69 | 82 | (52) |
| Equity risk |  |  |  |  |  |  | 2 | 10 | — |
|  |  |  |  |  |  |  |  |  |  |
| Net foreign investments  hedges | 23,559 | — |  |  |  |  | (420) | (8,002) | — |
| Exchange rate risk | 23,559 | — |  |  |  |  | (420) | (8,002) | — |
|  | 162,465 | 32,642 |  | (1,412) | (1,200) |  | (1,445) | (8,480) | 50 |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  | EUR million | | | | | | | | |
| 31 December 2023 | | | | | | | | |
| Carrying amount of  hedged items | |  | Accumulated amount  of fair value  adjustments on the  hedged item | | Balance sheet line item | Change in fair value  of hedged item for  ineffectiveness  assessment | Cash flow reserves or  conversion reserves | |
| Assets | Liabilities |  | Assets | Liabilities | Continuing  hedges | Discontinued  hedges |
| Fair value hedges | 134,095 | 26,946 |  | (1,798) | (1,652) | Loans and advances / Deposits  and Debt securities / Debt  securities issued | 1,928 |  | — |
| Interest rate risk | 130,672 | 19,176 |  | (1,682) | (1,546) |  | 1,757 | — | — |
| Exchange rate risk | 637 | 1,365 |  | (1) | (3) |  | 60 | — | — |
| Interest and Exchange rate  risk | 2,786 | 6,405 |  | (115) | (103) |  | 111 | — | — |
| Inflation risk | — | — |  | — | — |  | — | — | — |
| Credit risk | — | — |  | — | — |  | — | — | — |
|  |  |  |  |  |  |  |  |  |  |
| Cash flow hedges |  |  |  |  |  |  | (1,824) | (813) | (173) |
| Interest rate risk |  |  |  |  |  |  | (2,182) | (797) | (77) |
| Exchange rate risk |  |  |  |  |  |  | 500 | (80) | — |
| Interest and Exchange rate  risk |  |  |  |  |  |  | 100 | (144) | — |
| Inflation risk |  |  |  |  |  |  | (233) | 196 | (96) |
| Equity risk |  |  |  |  |  |  | (9) | 12 | — |
|  |  |  |  |  |  |  |  |  |  |
| Net foreign investments  hedges | 18,706 | — |  |  |  |  | 1,888 | (8,684) | — |
| Exchange rate risk | 18,706 | — |  |  |  |  | 1,888 | (8,684) | — |
|  | 152,801 | 26,946 |  | (1,798) | (1,652) |  | 1,992 | (9,497) | (173) |

Annual report 2025770

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The cumulative amount of adjustments of the fair value hedging

instruments that remain in the balance for hedges items that are

no longer adjusted by profit and loss of coverage as at 31

December 2025 is EUR 227  losses (EUR  775 million  and EUR

1,006 million  losses in 2024 and 2023, respectively).

The net impact of the hedges are shown in the following table:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | EUR million | | | | |
| 31 December 2025 | | | | |
| Earnings/  (losses)  recognised in  another  cumulative  overall result | Ineffective  recognised  in the  income  statement | Line of the income  statement that includes the  ineffectiveness of cash  flows | Reclassified amount of reserves to the income  statement due to: | |
| Cover transaction  affecting the income  statement | Line of the income  statement that  includes reclassified  items |
| Fair value hedges |  | 7 | Gains or losses financial  assets/liabilities |  |  |
| Interest rate risk |  | (33) |  |  |  |
| Exchange rate risk |  | 3 |  |  |  |
| Interest rate and exchange rate risk |  | (9) |  |  |  |
| Inflation risk |  | 46 |  |  |  |
|  |  |  |  |  |  |
| Cash flow hedges | 1,063 | 4 |  | (706) | Interest margin/Gains  or losses financial  assets/liabilities |
| Interest rate risk | 1,174 | (3) |  | (638) |  |
| Exchange rate risk | (240) | 7 |  | 85 |  |
| Interest rate and exchange rate risk | 8 | (10) |  | (233) |  |
| Inflation risk | 131 |  |  | 80 |  |
| Equity risk | (10) | 10 | — | 0 |  |
|  |  |  |  |  |  |
| Net foreign investments hedges | 136 | — |  | — |  |
| Exchange rate risk | 136 | — |  | — |  |
|  | 1,199 | 11 |  | (706) |  |

Annual report 2025771

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | EUR million | | | | |
| 31 December 2024 | | | | |
| Earnings/  (losses)  recognised in  another  cumulative  overall result | Ineffective  recognised  in the  income  statement | Line of the income  statement that includes the  ineffectiveness of cash  flows | Reclassified amount of reserves to the income  statement due to: | |
| Cover transaction  affecting the income  statement | Line of the income  statement that  includes reclassified  items |
| Fair value hedges |  | 22 | Gains or losses financial  assets/liabilities |  |  |
| Interest rate risk |  | 30 | — |  |  |
| Exchange rate risk |  | (17) | — |  |  |
| Interest rate and exchange rate risk |  | 9 | — |  |  |
|  |  |  |  |  |  |
| Cash flow hedges | 558 | (6) | — | (1,256) | Interest margin/Gains  or losses financial  assets/liabilities |
| Interest rate risk | 163 | (12) | — | (1,166) |  |
| Exchange rate risk | 312 | 20 | — | 319 |  |
| Interest rate and exchange rate risk | 155 | (14) | — | (340) |  |
| Inflation risk | (70) | — | — | (69) |  |
| Equity risk | (2) | — | — | 0 |  |
|  |  |  |  |  |  |
| Net foreign investments hedges | 420 | — | — | — |  |
| Exchange rate risk | 420 | — |  | — |  |
|  | 978 | 16 |  | (1,256) |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | EUR million | | | | |
| 31 December 2023 | | | | |
| Earnings/  (losses)  recognised in  another  cumulative  overall result | Ineffective  coverage  recognised  in the  income  statement | Line of the income  statement that includes the  ineffectiveness of cash  flows | Reclassified amount of reserves to the income  statement due to: | |
| Cover transaction  affecting the income  statement | Line of the income  statement that  includes reclassified  items |
| Fair value hedges |  | 59 | Gains or losses financial  assets/liabilities |  |  |
| Interest rate risk |  | 72 |  |  |  |
| Exchange rate risk |  | (38) |  |  |  |
| Interest rate and exchange rate risk |  | 25 |  |  |  |
|  |  |  |  |  |  |
| Cash flow hedges | 2,592 | 4 | Gains or losses financial  assets/liabilities | (2,622) | Interest margin/Gains  or losses financial  assets/liabilities |
| Interest rate risk | 2,179 | 2 |  | (1,647) |  |
| Exchange rate risk | 7 | (1) |  | (416) |  |
| Interest rate and exchange rate risk | 164 | 2 |  | (431) |  |
| Inflation risk | 233 | 1 |  | (128) |  |
| Equity risk | 9 | — |  | 0 |  |
|  |  |  |  |  |  |
| Net foreign investments hedges  hedges | (1,888) | — |  | — |  |
| Exchange rate risk | (1,888) | — |  | — |  |
|  | 704 | 63 |  | (2,622) |  |

Annual report 2025772

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The following table shows the movement in the impact of equity

for the year:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | |  |  |
|  | 2025 | 2024 | 2023 |
| Balance at beginning of year | (8,300) | (9,424) | (9,187) |
| Cash flow hedges | 1,049 | 558 | 2,592 |
| Interest rate risk | 1,155 | 163 | 2,179 |
| A) Not designated elements - linked  to a time period | (19) | — | — |
| Gain or loss in value - recognized in  equity | (19) | — | — |
| Amounts transferred to income  statements | — | — | — |
| Other reclassifications | — | — | — |
| B) Not designated elements - linked  to a transaction | — | — | — |
| C) Designated elements | 1,174 | 163 | 2,179 |
| Amounts transferred to income  statements | 638 | 1,166 | 1,647 |
| Gain or loss in value CFE - recognized  in equity | 536 | (1,003) | 532 |
| Exchange rate risk | (229) | 312 | 7 |
| A) Not designated elements - linked  to a time period | 11 | — | — |
| Gain or loss in value - recognized in  equity | 26 | — | — |
| Amounts transferred to income  statements | (15) | — | — |
| Other reclassifications | — | — | — |
| B) Not designated elements - linked  to a transaction | — | — | — |
| C) Designated elements | (240) | 312 | 7 |
| Amounts transferred to income  statements | (85) | (319) | 416 |
| Gain or loss in value CFE - recognized  in equity | (155) | 631 | (409) |
| Interest rate and exchange rate risk | 8 | 155 | 164 |
| A) Not designated elements - linked to  a time period | — | — | — |
| B) Not designated elements - linked to  a transaction | — | — | — |
| C) Designated elements | 8 | 155 | 164 |
| Amounts transferred to income  statements | 233 | 340 | 431 |
| Gain or loss in value CFE - recognized  in equity | (225) | (185) | 267 |
| Inflation risk | 131 | (70) | 233 |
| Amounts transferred to income  statements | (80) | 69 | 128 |
| Gain or loss in value CFE - recognized  in equity | 211 | (139) | 105 |
| Equity risk | (16) | (2) | 9 |
| A) Not designated elements - linked to  a time period | (6) | — | — |
| Gain or loss in value - recognized in  equity | (8) | — | — |
| Amounts transferred to income  statements | 2 | — | — |
| Other reclassifications | — | — | — |
| B) Not designated elements - linked to  a transaction | — | — | — |
| C) Designated elements | (10) | (2) | 9 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Amounts transferred to income  statements | — | — | — |
| Gain or loss in value CFE - recognized  in equity | (10) | (2) | 9 |
| Net foreign investments hedges | 136 | 420 | (1,888) |
| Exchange rate risk | 136 | 420 | (1,888) |
| A) Not designated elements - linked  to a time period | — | — | — |
| B) Not designated elements - linked  to a transaction | — | — | — |
| C) Designated elements | 136 | 420 | (1,888) |
| Amounts transferred to income  statements | — | — | — |
| Gain or loss in value CFE - recognized  in equity | 136 | 420 | (1,888) |
| Fair Value hedges | — | — | — |
| Interest rate risk | — | — | — |
| A) Not designated elements - linked  to a time period | — | — | — |
| B) Not designated elements - linked  to a transaction | — | — | — |
| Exchange rate risk | — | — | — |
| A) Not designated elements - linked  to a time period | — | — | — |
| B) Not designated elements - linked  to a transaction | — | — | — |
| Interest rate and exchange rate risk | — | — | — |
| A) Not designated elements - linked  to a time period | — | — | — |
| B) Not designated elements - linked  to a transaction | — | — | — |
| Minorities, taxes and others | (330) | 146 | (941) |
|  |  |  |  |
| Balance at end of year | (7,445) | (8,300) | (9,424) |

37.

#### Discontinued operations

As a result of the agreement for the sale of part of the Polish

business, the effect of these businesses on the consolidated

income statement of 2025 has been classified under the line item

'Profit/(loss) after tax from discontinued operations', with the

same classification applied for comparative purposes in the

consolidated income statement of years 2024 and 2023 (see Note

3).

#### a) Breakdown

The following is a breakdown of the heading 'Profit/loss after tax

from discontinued operations' at 31 December of 2025, 2024 and

2023:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | 2025 | 2024 | 2023 |
| Entities held for sale |  |  |  |
| Santander Bank Polska (Note 3) | 1,542 | 1,241 | 1,058 |
| Profit/loss after tax from discontinued  operations | 1,542 | 1,241 | 1,058 |

Annual report 2025773

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### b) Gains or losses from entities held for sale

The following are the consolidated summary profit and loss

accounts for the business held for sale in Poland:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
| Condensed consolidated income  statements | 2025 | 2024 | 2023 |
| Interest margin | 3,006 | 2,881 | 2,611 |
| Dividend income | 4 | 4 | 3 |
| Investments accounted for using the  equity method | 28 | 24 | 22 |
| Net commissions | 685 | 634 | 562 |
| Net trading income | 74 | 62 | 68 |
| Other operating results | (77) | (109) | (94) |
| Total income | 3,720 | 3,496 | 3,172 |
| Administrative expenses, depreciation  and amortisation cost | (1,014) | (885) | (793) |
| Impairment of financial assets A | (285) | (508) | (658) |
| Other results and provisions | (471) | (423) | (267) |
| Profit before taxes | 1,950 | 1,680 | 1,454 |
| Tax expense | (408) | (439) | (396) |
| Profit of the year | 1,542 | 1,241 | 1,058 |

A. Of which EUR 144 million correspond to renegotiations or contractual

modifications at 31 December 2025 (EUR 334  and 457 million at 31 December

2024 and 2023, respectively).

38.

#### Interest income

Interest and similar income in the consolidated income statement

comprises the interest accruing in the year on all financial assets

with an implicit or explicit return, calculated by applying the

effective interest method, irrespective of measurement at fair

value; and the rectifications of income as a result of hedge

accounting. Interest is recognised gross, without deducting any tax

withheld at source.

The detail of the main interest and similar income items earned in

2025 , 2024 and 2023 is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Loans and advances, customers | 70,830 | 74,900 | 67,879 |
| Debt instruments | 15,890 | 15,431 | 13,955 |
| Loans and advances, central banks and  credit institutions | 7,599 | 8,195 | 7,229 |
| Other interestA | 7,391 | 10,486 | 12,679 |
|  | 101,710 | 109,012 | 101,742 |

A. Mainly include the rectification of income originating from accounting hedges

as well as interest on balances in central banks and on demand credit

institutions.

Most of the interest and similar income was generated by the

Group’s financial assets that are measured either at amortised cost

or at fair value through other comprehensive income.

39.

#### Interest expense

Interest expense and similar charges in the consolidated income

statement includes the interest accruing in the year on all financial

liabilities with an implicit or explicit return, including remuneration

in kind, calculated by applying the effective interest method,

irrespective of measurement at fair value; the rectifications of cost

as a result of hedge accounting; and the interest cost attributable

to provisions recorded for pensions.

The detail of the main items of interest expense and similar

charges accrued in  2025, 2024 and 2023 is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Customer deposits | 31,735 | 35,714 | 32,457 |
| Debt securities issued and subordinated  liabilities | 15,066 | 14,612 | 12,671 |
| Marketable debt securities | 13,580 | 13,255 | 11,661 |
| Subordinated liabilities (note 23) | 1,486 | 1,357 | 1,010 |
| Central banks and credit institution  deposits | 8,151 | 9,381 | 9,360 |
| Lease Liabilities | 107 | 122 | 127 |
| Provisions for pensions (note 25) | 91 | 105 | 93 |
| Other interest expense | 4,212 | 5,291 | 6,384 |
|  | 59,362 | 65,225 | 61,092 |

Most of the interest expense and similar charges was generated by

the Group’s financial liabilities that are measured at amortised

cost.

40.

#### Dividend income

Dividend income includes the dividends and payments on equity

instruments out of profits generated by investees after the

acquisition of the equity interest.

The detail of income from dividends as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Dividend income classified as: |  |  |  |
| Financial assets held for trading | 556 | 521 | 414 |
| Non-trading financial assets  mandatorily at fair value through  profit or loss | 57 | 71 | 68 |
| Financial assets at fair value through  other comprehensive income | 102 | 118 | 86 |
|  | 715 | 710 | 568 |

Annual report 2025774

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

41.

#### Commission income

Commission income comprises the amount of all fees and

commissions accruing in favour of the Group in the year, except

those that form an integral part of the effective interest rate on

financial instruments.

The detail of fee and commission income is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Coming from collection and payment  services |  |  |  |
| Bills | 209 | 220 | 232 |
| Demand accounts | 1,359 | 1,411 | 1,372 |
| Cards | 4,039 | 4,067 | 4,146 |
| Orders | 607 | 657 | 656 |
| Cheques and other | 140 | 138 | 128 |
|  | 6,354 | 6,493 | 6,534 |
| Coming from non-banking financial  products |  |  |  |
| Investment funds | 1,428 | 1,389 | 1,037 |
| Pension funds | 238 | 194 | 178 |
| Insurance | 2,782 | 2,865 | 2,669 |
|  | 4,448 | 4,448 | 3,884 |
| Coming from Securities services |  |  |  |
| Securities underwriting and placement | 602 | 586 | 502 |
| Securities trading | 654 | 452 | 331 |
| Administration and custody | 402 | 370 | 354 |
| Asset management | 385 | 254 | 341 |
|  | 2,043 | 1,662 | 1,528 |
| Other |  |  |  |
| Foreign exchange | 848 | 705 | 678 |
| Commitments and financial  guarantees | 718 | 713 | 621 |
| Commitment fees | 504 | 491 | 497 |
| Structure Finance | 902 | 709 | 551 |
| Corporate Finance | 243 | 213 | 136 |
| Loans granted | 259 | 318 | 259 |
| Loan Servicing activities | 118 | 130 | 45 |
| Other fees and commissions | 950 | 952 | 911 |
|  | 4,542 | 4,231 | 3,698 |
|  | 17,387 | 16,834 | 15,644 |

42.

#### Commission expense

Commission expense shows the amount of all fees and

commissions paid or payable by the Group in the year, except those

that form an integral part of the effective interest rate on financial

instruments.

The detail of commission expense is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Cards | 1,744 | 1,816 | 1,858 |
| By collection and return of effects | 30 | 30 | 24 |
| Financial guarantees and other  commitments | 359 | 323 | 282 |
| Brokerages and intermediaries | 130 | 181 | 204 |
| Sales of insurance and  funds | 456 | 453 | 352 |
| Other fees and commissions | 1,692 | 1,655 | 1,429 |
|  | 4,411 | 4,458 | 4,149 |

43.  Gains or losses on financial assets and

#### liabilities

The following information is presented below regarding the gains

or losses recorded for financial assets or liabilities:

#### a) Breakdown

The detail, by origin, of Gains/losses on financial assets and

liabilities:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Gains or losses on financial assets and  liabilities not measured at fair value  through profit or loss, net | 127 | (117) | 96 |
| Financial assets at amortized cost | (89) | (190) | (3) |
| Other financial assets and liabilities | 216 | 73 | 99 |
| Of which debt instruments | 133 | 50 | 51 |
| Gains or losses on financial assets and  liabilities held for trading, netA | 1,017 | 1,344 | 2,316 |
| Gains or losses on non-trading  financial assets and liabilities  mandatory at fair value through profit  or loss | 1,106 | 495 | 198 |
| Gains or losses on financial assets and  liabilities measured at fair value  through profit or loss, netA | (307) | 691 | (92) |
| Gains or losses from hedge accounting,  net | 12 | 14 | 69 |
|  | 1,955 | 2,427 | 2,587 |

A. Includes the net result obtained by transactions with debt securities, equity

instruments, derivatives and short positions included in this portfolio when the

Group jointly manages its risk in these instruments.

As explained in note 44, the above breakdown should be analysed

in conjunction with the 'Exchange differences, net':

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Exchange differences, net | 407 | (216) | (22) |

Annual report 2025775

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### b) Financial assets and liabilities at fair value

#### through profit or loss

The detail of the amount of the asset balances is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Loans and receivables: | 80,218 | 72,931 | 51,072 |
| Central banks | 14,632 | 12,966 | 17,717 |
| Credit institutions | 26,380 | 27,722 | 14,520 |
| Customers | 39,206 | 32,243 | 18,835 |
| Debt instruments | 101,707 | 85,990 | 66,079 |
| Equity instruments | 27,845 | 21,277 | 19,125 |
| Derivatives | 58,355 | 64,100 | 56,328 |
|  | 268,125 | 244,298 | 192,604 |

Grupo Santander mitigates and reduces this exposure as follows:

• With respect to derivatives, the Group has entered into

framework agreements with a large number of credit institutions

and customers for the netting-off of asset positions and the

provision of collateral for non-payment.

At 31 December  2025 the exposure to credit risk of the

derivatives presented in the balance sheet is not significant

because they are subject to netting and collateral agreements

(see note 51.d).

• Loans and advances to credit institutions and Loans and advances

includes reverse repos amounting to EUR  71,129 million at 31

December 2025.

Also, mortgage-backed assets totalled EUR 1,597 million.

• Debt instruments include EUR  80,908  million of Spanish and

foreign government securities.

At 31 December 2025 the amount of the change in the year in

the fair value of financial assets at fair value through profit or

loss attributable to variations in their credit risk (spread) was not

material.

The detail of the amount of the liability balances is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Deposits | 106,003 | 87,374 | 80,503 |
| Central banks | 15,471 | 15,074 | 9,017 |
| Credit institutions | 28,482 | 27,909 | 19,597 |
| Customer | 62,050 | 44,391 | 51,889 |
| Marketable debt securities | 11,686 | 7,554 | 5,371 |
| Short positions | 44,015 | 35,830 | 26,174 |
| Derivatives | 51,968 | 57,753 | 50,589 |
| Other financial liabilities | 22 | — | — |
|  | 213,694 | 188,511 | 162,637 |

At 31 December 2025, the amount of the change in the fair value

of financial liabilities at fair value through profit or loss attributable

to changes in their credit risk during the year is not material.

In relation to liabilities designated at fair value through profit or

loss where it has been determined at initial recognition that the

credit risk is recorded in accumulated 'Other comprehensive

income' (see 'Statement of recognised income and expense') the

amount that the Group would be contractually obliged to pay on

maturity of these liabilities at 31 December 2025 is EUR 1,281

million higher than their carrying amount (EUR 1,851 million

higher at 31 December 2024 and EUR 866 million higher at 31

December 2023, no significant impact on results as its fair value is

covered by hedging operations.

Within Deposits, there are repurchase agreements amounting to

EUR 75,562 million at 31 December 2025.

44.

#### Exchange differences, net

Exchange differences shows basically the gains or losses on

currency dealings, the differences that arise on translations of

monetary items in foreign currencies to the functional currency.

Grupo Santander manages the currencies to which it is exposed

together with the arrangement of derivative instruments and,

accordingly, the changes in this line item should be analysed

together with those recognised under 'Gains/losses on financial

assets and liabilities' (see note 43).

45.

#### Other operating income and expenses

Other operating income and Other operating expenses in the

consolidated income statements include:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Other operating income | 1,583 | 846 | 1,137 |
| Non- financial services | 738 | 654 | 752 |
| Other operating income | 845 | 192 | 385 |
| Other operating expense | (2,070) | (2,258) | (2,766) |
| Non-financial services | (650) | (498) | (674) |
| Other operating expense: | (1,420) | (1,760) | (2,092) |
| Of which, credit institutions deposit  guarantee fund and single resolution  fund | (478) | (481) | (1,083) |
|  | (487) | (1,412) | (1,629) |

In the 2025 and 2024 financial years, it was decided that there will

not be contribution in Spain to the Single Resolution Fund, as well

as a decrease in the contribution to the Deposit Guarantee Fund, by

the Single Resolution Board (SRB) and the Deposit Guarantee Fund

Management Committee, respectively.

The amount of the Group recognises in relation to income from

sub-leases of rights of use is not material.

Annual report 2025776

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

46.

#### Staff costs

#### a) Breakdown

The detail of Staff costs is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Wages and salaries | 10,328 | 10,541 | 10,018 |
| Social Security costs | 1,680 | 1,644 | 1,576 |
| Additions to provisions for defined benefit  pension plans (note 25) | 41 | 45 | 42 |
| Contributions to defined contribution  pension funds | 332 | 354 | 307 |
| Other Staff costs | 1,252 | 1,241 | 1,332 |
|  | 13,633 | 13,825 | 13,275 |

#### b) Headcount

The number of employees of Grupo Santander at 31 December

2025, 2024 and 2023 is 198,403 ,  206,753  and 212,764 ,

respectively. For the years 2025, 2024 and 2023 the average

number of employees of the Group is  203,572 , 209,371 and

211,135   , respectively, being the average number of employees of

Banco Santander, S.A. 23,207 , 23,839 and 24,061 , of which 17 , 15

and 16  are executive directors and Senior management,

respectively.

The functional breakdown (final employment), by gender, at 31

December  2025  is as follows:

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Functional breakdown by gender | | | | | | | | | | | | |  |  |
|  | Senior executivesA | | | | | Other executivesB | | | |  | Other employees | | | |
|  | Men | Women | Others | Not  declared |  | Men | Women | Others | Not  declared |  | Men | Women | Others | Not  declared |
| Europe | 918 | 426 | — | — |  | 8,778 | 5,052 | — | 10 |  | 31,404 | 37,094 | 3 | 39 |
| North America | 181 | 64 | — | — |  | 3,859 | 2,630 | — | 4 |  | 14,555 | 18,517 | 2 | 1 |
| South America | 284 | 142 | — | — |  | 4,678 | 3,398 | — | 1 |  | 30,472 | 35,890 | — | 1 |
|  | 1,383 | 632 | — | — |  | 17,315 | 11,080 | — | 15 |  | 76,431 | 91,501 | 5 | 41 |

A. Senior Executives includes employees with job profiles under the following harmonized management levels: Senior Executive VP. Executive VP and VP.

B. Other Executives includes Directors, Mangers, Experts and Branch Managers.

Note: This includes employees related to the Group's business held for sale in Poland.

The labour relations between employees and the various Group

companies are governed by the related collective agreements or

similar regulations.

The number of Group employees with disabilities at 31 December

2025, 2024 and 2023, was 4,854, 4,828 and  4,701, respectively.

Likewise, the average number of employees of Banco Santander,

S.A. with disabilities, equal to or greater than 33%, during  2025

was 419  (435  and 428  employees during  2024 and 2023). At the

end of fiscal year 2025, there were 413 employees (432  and 436

employees at 31 December, 2024 and  2023 , respectively).

An employee with disabilities is considered to be a person who is

recognised by the State or the company in each jurisdiction where

the Group operates and that entitles them to receive direct

monetary assistance, or other types of aid such as, for example,

reduction of their taxes. In the case of Spain, employees with

disabilities have been considered to be those with a degree of

disabilities greater than or equal to 33%.

#### c) Share-based payments

The main share-based payments granted by the Group in force at

31 December, 2025, 2024 and 2023 are described below.

i. Bank

The variable remuneration policy for the Bank’s executive directors

and certain executive personnel of the Bank and of other Group

companies includes Bank share-based payments, the

implementation of which requires, in conformity with the law and

the Bank’s Bylaws, specific resolutions to be adopted by the

general meeting.

Were it necessary or advisable for legal, regulatory or other similar

reasons, the delivery mechanisms described below may be

adapted in specific cases without altering the maximum number of

shares linked to the plan or the essential conditions to which the

delivery thereof is subject.

Annual report 2025777

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

These adaptations may involve replacing the delivery of shares

with the delivery of cash amounts of an equal value.

The plans that include share-based payments are as follows:

(i) Deferred and Conditional Variable Remuneration Plan;

(ii) Deferred Multiyear Objectives Variable Remuneration Plan;

(iii) Digital Transformation Award, (iv) Digital Transformation

Award 2022, Digital Transformation Award 2023 and (vi) PagoNxt

incentive Plan 2024 and 2025 for Santander executives. The

characteristics of the plans are set forth below:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Deferred  variable  remuneration  systems | Description and plan beneficiaries | Conditions | Calculation Base |
| (i) Deferred and  conditional  variable  remuneration  plan (2015,  2016, 2017,  2018, 2019,  2020, 2021,  2022, 2023,  2024 and 2025) | The purpose of these cycles is to  defer a portion of the variable  remuneration of the beneficiaries  over a period of  three years  for the  sixth cycles, over  three or  five years  for the fifth, seventh, eighth, ninth,  tenth and eleventh cycles, and over  four or  five years  for the twelfth  cycle, for it to be paid, where  appropriate, in cash and in  Santander shares. The other portion  of the variable remuneration is also  to be paid in cash and Santander  shares, upon commencement of the  cycles, in accordance with the rules  set forth below.  Beneficiaries:  • Executive directors and certain  executives (including senior  management) and employees  who assume risk, who perform  control functions or receive an  overall remuneration which puts  them on the same remuneration  level as executives and employees  who assume risks (fifth cycle).  • In the case of the sixth, seventh,  eighth, ninth, tenth, eleventh  twelfth, thirteenth, fourteenth  and fifteenth cycle the  beneficiaries are Material Risk  Takers (Identified staff) that are  not beneficiaries of the Deferred  Multiyear Objectives Variable  Remuneration Plan. | For the fifth and sixth cycles (2015 to 2016), the  accrual of the deferred compensation is conditioned, in  addition to the requirement that the beneficiary  remains in the Group's employ, with the exceptions  included in the plan regulations on none of the  following circumstances existing during the period  prior to each delivery, pursuant to the provisions set  forth in each case in the plan regulations:  • Poor financial performance of the Group.  • Breach by the beneficiary of internal regulations,  including, in particular, those relating to risks.  • Material restatement of the Group's consolidated  financial statements, except when it is required  pursuant to a change in accounting standards.  • Significant changes in the Group’s economic capital  or risk profile  In the case of the seventh, eighth, ninth, tenth,  eleventh, twelfth, thirteenth, fourteenth and fifteenth  cycles, the accrual of deferred compensation is  conditioned, in addition to the permanence of the  beneficiary in the Group, with the exceptions contained  in the plan's regulations, to non-occurrence of a poor  performance of the entity as a whole or of a specific  division or area of the entity or of the exposures  generated by the personnel:  i. significant failures in risk management by the  entity , or by a business unit or risk control unit.  ii. the increase suffered by the entity or by a business  unit of its capital needs, not foreseen at the time  of generation of the exposures.  iii. Regulatory sanctions or judicial sentences for  events that could be attributable to the unit or the  personnel responsible for those. Also, the breach  of internal codes of conduct of the entity.  iv. Irregular behaviours, whether individual or  collective, considering in particular the negative  effects derived from the marketing of  inappropriate products and the responsibilities of  the persons or bodies that made those decisions. | Fifth cycle (2015):  • Executive directors and members of the Identified  Staff with total variable remuneration higher than  2.6  million euros: 40% paid immediately and 60%  deferred over  5 years deferral period.  • Division managers, country heads (of countries  which represent at least 1%  of Group's economic  capital), other executives of the Group with a similar  profile and members of the Identified Staff  with  total variable remuneration between  1.7  million  euros (1.8 million in fourth cycle) and  2.6 million  euros: 50% paid immediately and 50% deferred over  5 years (fifth cycle)  • Other beneficiaries: 60% paid immediately and  40%  deferred over 3 years.  Sixth cycle (2016):  • 60% of bonus will be paid immediately and 40%  deferred over a three year period.  Seventh, eighth, ninth, tenth and eleventh cycle (2017,  2018, 2019, 2020 and 2021):  • Beneficiaries of these plans with target total variable  remuneration higher or equal to  2.7 million euros:  40%  paid immediately and 60%  deferred over  5  years  • Beneficiaries of these plans with target total variable  remuneration between 1.7  million euros and 2.7  million euros: 50%  paid immediately and 50%paid  over 5 years  • Other beneficiaries of these plans:  60% paid  immediately and  40% deferred over 3 years.  Twelfth (2022), thirteenth (2023),fourteenth (2024)  and fifteenth (2025) cycle:  • Beneficiaries of these plans with target total variable  remuneration higher or equal to 2.7 million euros:  40% paid immediately and  60% deferred over 5  years  • Beneficiaries of these plans with target total variable  remuneration between 1.7  million euros and 2.7  million euros:  50% paid immediately and 50%  paid  over  5 years  • Other beneficiaries of these plans: 60% paid  immediately and  40%  deferred over 4 years .  T |

Annual report 2025778

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

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| Deferred  variable  remuneration  systems | Description and plan beneficiaries | Conditions | Calculation Base |
| (ii)Deferred  Multiyear  Objectives  Variable  Remuneration  Plan (2016,  2017, 2018,  2019, 2020,  2021, 2022,  2023, 2024 and  2025) | The aim is simplifying the  remuneration structure, improving  the ex ante risk adjustment and  increasing the impact of the long-  term objectives on the Group’s most  relevant roles. The purpose of these  cycles is to defer a portion of the  variable remuneration of the  beneficiaries over a period of three  or five years (four or  five years  for  the seventh cycle) for it to be paid,  where appropriate, in cash and in  Santander shares; the other portion  of the variable remuneration is also  to be paid in cash and Santander  shares (regarding the instruments  part, executive directors in the  seventh cycle have the opportunity  to choose all in share options or half  in share options and half in shares),  upon commencement of the cycles,  in accordance with the rules set  forth below. The accrual of the last  third of the deferral (in the case of 3  years deferral), the last 2 fourths (in  the case of  4 years deferral) and the  last three fifths (in the case of  5  years deferral) is also subject to  long-term objectives.  Beneficiaries  Executive directors, senior  management and certain executives  of the Group’s first lines of  responsibility. | In 2016 the accrual is conditioned, in addition to the  permanence of the beneficiary in the Group, with the  exceptions contained in the plan’s regulations, to non-  occurrence of the following circumstances during the  period prior to each of the deliveries in the terms set  forth in each case in the plan’s regulations:  i. Poor performance of the Group.  ii. Breach by the beneficiary of the internal  regulations, including in particular that relating to  risks.  iii. Material restatement of the Group’s consolidated  financial statements, except when appropriate  under a change in accounting regulations.  iv. Significant changes in the Group’s economic  capital or risk profile.  In 2017, 2018, 2019, 2020 and 2021 the accrual is  conditioned, in addition to the beneficiary' permanence  in the Group, with the exceptions contained in the  plan’s regulations, to the non-occurrence of poor  financial performance from the entity as a whole or of  a specific division or area thereof or of the exposures  generated by the personnel, taking into account the  following factors:  v. Significant failures in risk management committed  by the entity, or by a business unit or risk control  unit.  vi. the increase suffered by the entity or by a business  unit of its capital needs, not foreseen at the time  of generation of the exposures.  vii. Regulatory sanctions or court rulings for events  that could be attributable to the unit or the  personnel responsible for those. Also, the breach  of internal codes of conduct of the entity.  viii. Irregular behaviours, whether individual or  collective, considering in particular negative  effects derived from the marketing of  inappropriate products and responsibilities of  persons or bodies that made those decisions.    Paid half in cash and half in shares. In the seventh  cycle, and only for executive directors: half in cash and  25%  in share options and 25% in shares (unless the  director chooses to receive options only). The  maximum number of shares to be delivered is  calculated by taking into account the weighted average  daily volume of weighted average prices for the  fifteen  trading sessions prior to the previous Friday (excluding)  on the date on which the board decides the bonus for  the Executive directors of the Bank.  In the eighth cycle, and for all Identified Staff: half in  cash and 25% in shares and 25% in share options, or  half in cash and half in shares, according to each  executive´s choice.  In the ninth and tenth cycle, half in cash and  half in  shares. | First cycle (2016):  • Executive directors and members of the Identified  Staff with total variable remuneration higher than or  equal to  2.7  million euros:  40% paid immediately  and 60%  deferred over a 5  year period.  • Senior managers, country heads of countries  representing at least 1%  of the Group´s capital and  other members of the identified staff whose total  variable remuneration is between  1.7  million and  2.7  million euros:  50%  paid immediately and 50%  deferred over a  5 year period.  • Other beneficiaries: 60% paid immediately and 40%  deferred over a  3  year period.  The second, third, fourth, fifth and sixth cycles (2017,  2018, 2019,2020 and 2021 respectively) are under the  aforementioned deferral rules, except that the  variable  remuneration considered is the target for each  executive and not the actual award.  In 2016 the metrics for the deferred portion subject to  long-term objectives (last third or last three fifths,  respectively, for the cases of three years  and five years  deferrals) are:  • Earnings per share (EPS) growth in 2018 over 2015.  • Relative Total Shareholder Return (TSR) in the  2016-2018 period measured against a group of  credit institutions.  • Compliance with the fully-loaded common equity  tier 1 ('CET1') ratio target for financial year 2018.  • Compliance with Grupo Santander’s underlying  return on risk-weighted assets ('RoRWA') growth  target for financial year 2018 compared to financial  year 2015.  In the second, third, fourth, fifth and sixth cycle (2017,  2018, 2019, 2020 and 2021) the metrics for the  deferred portion subject to long-term objectives (last  third or last three fifths, respectively, for the cases of  three years and five years deferrals) are:  • EPS growth in 2019, 2020, 2021, 2022 and 2023  (over 2016, 2017, 2018, 2019 and 2020, for each  respective cycle)  • Relative Total Shareholder Return (TSR) measured  against a group of 17 credit institutions (second and  third cycles) in the periods 2017-2019 and  2018-2019, respectively, and against a group of 9  entities (fourth, fifth and sixth cycle) for the  2019-2021, 2020-2022 and 2010-2023  period.  • Compliance with the fully-loaded common equity  tier 1 ('CET1') ratio target for financial years 2019,  2020, 2021,2022 and 2023, respectively.  In the seventh (2022), eighth cycle (2023), ninth (2025)  and tenth cycle (2025), the metrics for the deferred  portion subject to long-term objectives (two last  fourths and last three fifths, for the cases of four years  and five years deferrals) are:  • Banco Santander's consolidated Return on tangible  equity (RoTE) target in 2024 (7th cycle),  2025 (8th  cycle), 2026 (9th cycle) and 2027 (10th cycle).  • Relative Total Shareholder Return (TSR) measured  against a group of 9 credit institutions for the period  2022-2024 (7th cycle), 2023-2025 (8th cycle),  2024-2026 (9th cycle) and 2025-2027 (10th cycle).  • Progress level  in the  public targets of our  Sustainability agenda. |

Annual report 2025779

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

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| --- | --- | --- | --- |
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| Deferred  variable  remuneration  systems | Description and plan beneficiaries | Conditions | Calculation Base |
| (iii) Digital  Transformation  Award (2019,  2020 and 2021) | The 2019, 2020 and 2021 Digital  Transformation Incentive (the  'Digital Incentive') is a variable  remuneration system that includes  the delivery of Santander shares and  share options.  The aim of the Digital Incentive is to  attract and retain the critical skill  sets to support and accelerate the  digital transformation of the Group.  By means of this program, the Group  offers a remuneration element  which is competitive with the  remuneration systems offered  by  other market operators who also  compete for digital talent.  The number of beneficiaries is  limited to a maximum of  250  employees and the total amount of  the incentive is limited to 30 million  euros. | The funding of this incentive is subject to meeting  important milestones that are aligned with the Group´s  digital roadmap and have been approved by the board  of directors, taking into account the digitalization  strategy of the Group, with the aim of becoming the  best open, responsible global financial services  platform.  Performance of 2019 incentive was measured based on  achievement of the following milestones: (i) Launch of  a Global Trade Services (GTS) platform; (ii) launch of a  Global Merchant Services (GMS) platform; (iii)  migration of our fully digital bank, OpenBank, to a 'next  generation' platform and launch in  3 markets; (iv)  extension of SuperDigital in Brazil to at least one  other  country; (v) and launch of our international payments  app based on blockchain Pago FX to non-Santander  customers.  The milestones for the 2020 Digital Transformation  Award were: (i) rolling out the global merchant services  (GMS) platform in  3 new geographies, enhancing the  platform functionality and achieving volume targets for  transactions and participating merchants; (ii) doing the  commercial rollout of the global trade services (GTS)  platform in 8 new geographies, enhancing platform  functionality, and achieving  volume targets for on-  boarded clients and monthly active users; (iii)  launching OpenBank in a new market and migrating  the retail banking infrastructure to 'new-mode' bank;  (iv) launch the global platform SuperDigital in at least 4  countries, driving target active user growth; (v)  deploying machine learning across pre-defined  markets for 4 priority use cases, rolling out Conversion  Rate Optimization (Digital marketing) for at least 40  sales programs, delivering profit targets, and driving  reduction of agent handled calls in contact centers; (vi)  successfully implementing initiatives related to on-  board and identity services, common API (application  programming interface) layer, payment hubs, mobile  app for SMEs and virtual assistant services; and (vii)  launching the PagoFX global platform in at least 4  countries.  The milestones for 2021 were: (i)in relation to Pago Nxt  Consumer payment platform: implementation of  Superdigital platform in seven countries, acquisition of  over 1.5 million active customer base and accelerating  growth through B2B (business to business) and B2B2C  (business to business to customer) partnerships,  acquiring more than  50% of the new customers  through these channels, which are more cost-effective;  (ii)in relation to Digital Consumer Bank: launching  online API for checkout lending in the European Union  and completion of controllable items for Openbank  launch in USA; (iii)in relation to One Santander  strategy: implementation in Europe of One Common  Mobile Experience and, specifically, implementation of  Europe ONE app for individual customers in at least  three of the  four countries by December 2021; and be  among the three-top rated entities in terms of Mobile  NetPromoter Score (Mobile NPS) in at least two of the  four countries by December 2021; (iv) In relation to  cloud adoption: host 75% of migratable virtual  machines on cloud technology (either public cloud or  OHE) by December 2021. For these purposes,  mainframes, physical servers and servers with non-x86  operating systems will be considered non-migratable. | The Digital Incentive is structured 50%  in Santander  shares and 50% in options over Santander shares,  taking into account the fair value of the option at the  moment in which they are granted. For Material Risk  Takers subject to five years  deferrals, the Digital  Incentive (shares and options over shares) shall be  delivered in thirds, on the third, fourth and fifth  anniversary from their granting. For Material Risk  Takers subject to three years  deferrals and employees  not subject to deferrals, delivery shall be done on the  third anniversary from their granting.  Any delivery of shares, either directly or via exercise of  options overs shares, will be subject generally to the  Group’s general malus &  clawback  provisions as  described in the Group’s remuneration policy and to the  continuity of the beneficiary within the Grupo  Santander. In this regard, the board may define specific  rules for non-Identified Staff.  Vested share options can be exercised until maturity,  with all options lapsing after ten years (for granting the  2019 incentive) and  eight years  (for granting the 2020  and 2021 incentive).  The total achievement for 2021 Digital Incentive was  77.5% (85% en 2020 and 83% en 2019). |

Annual report 2025780

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

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| Deferred  variable  remuneration  systems | Description and plan beneficiaries | Conditions | Calculation base |
| (iv) Digital  Transformation  Award (2022) | The board of directors approved the  2022 Digital  Transformation Incentive. It is a variable  remuneration scheme  splits in  two  different blocks:  • The first one, with the same  mechanism than previous years,  that delivers Santander shares and  share options if the group hits major  milestones on its digital roadmap. This  is aimed at a group of up to  250 (is  limited to 30  million euros)employees  whose functions are deemed essential  to Santander’s growth.  • And the second one, which delivers  PagoNxt, S.L. RSUs and premium prices  options (PPOs), and is aimed at up to 50  employees (and limited to  15 million  euros) whose roles are considered key  to PagoNxt’s success.  The aim of the Digital Incentive is to  attract and retain the critical skill sets to  support and accelerate the digital  transformation of the Group. By means  of this program, the Group offers a  remuneration element which is  competitive with the remuneration  systems offered  by other market  operators who also compete for digital  talent. | Performance of the first block of the  incentive shall be  measured based on achievement of the following  milestones:  i. Edelweiss: Our Santander future retail architecture  EDELWEISS will mean moving from our current Core  centric banking architecture towards a Customer and  Data-Centric Core supported by lean Record  Processing engines.  ii. Simplification: Speed up the simplification of our  technology platform and business model by Reducing  the total number of applications in production and  reducing number of products in the regions.  iii. Agile: Agile ways of working enable a better and  faster reaction to customers’ needs and is based on a  value-driven delivery that increases efficiency by  reducing time-to-market and development costs, and  increasing quality. People working in Agile are more  collaborative, engaged, empowered and creative.  iv. In Digital Consumer Bank:  a) To create the BNPL platform connected to at least  one merchant in Netherlands and Germany, and to  make sure the platform is ready to connect in Spain.  b) To support the definition of Openbank US’s IT digital  strategy and achieve 2022 milestones in it.  c) To have the new leasing platform connected to  dealers in Italy.  d) To expand the Wabi B2B online business to  Germany. To execute the first B2B deal with an  Original Equipment Manufacturer or mobility player in  at least one country. To expand coches.com business  and platform to Portugal.  And in regard to the second block of digital incentive:  the consolidation of PagoNxt Core Perimeter. | The first block of thee Digital Incentive is structured  50%  in Santander shares and  50%  in options over  Santander shares, taking into account the fair value  of the option at the moment in which they are  granted. For Material Risk Takers subject to five  years deferrals, the Digital Incentive (shares and  options over shares) shall be delivered in thirds, on  the third, fourth and fifth anniversary from their  granting. For Material Risk Takers subject to  three  years deferrals and employees not subject to  deferrals, delivery shall be done on the third  anniversary from their granting.  Any delivery of shares, either directly or via exercise  of options overs shares, will be subject generally to  the Group’s general malus & clawback provisions as  described in the Group’s remuneration policy and to  the continuity of the beneficiary within the Grupo  Santander. In this regard, the board may define  specific rules for non-Identified Staff.  Vested share options can be exercised until maturity,  with all options lapsing after ten years .  The total achievement for 2022 Digital Incentive  was 96.5% .  The second block of Digital Incentive is structures in  restricted stock units (RSUs) and premium priced  Options (PPOs) of PagoNxt S.L. in a percentage  determined by the internal category of the  beneficiary. The total achievement for 2022 was  100%. |

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| Deferred  variable  remuneration  systems | Description and plan beneficiaries | Conditions | Calculation base |
| (v) Digital  Transformation  Award (2023) | The board of directors approved the  2023 Digital  Transformation Incentive. It is a variable  remuneration scheme  which delivers  PagoNxt, S.L. RSUs and premium prices  options (PPOs), and is aimed at up to 50  employees (and limited to  15  million  euros) whose roles are considered key  to PagoNxt’s success.  With this program, the Group offers a  remuneration element which is  competitive with the remuneration  systems offered  by other market  operators who also compete for digital  talent. | And the performance conditions were focus on key  digital projects related with PagoNxt's main  businesses (Trade, Merchant and Payments) in its core  geographies. | This incentive  is structures in restricted stock units  (RSUs) and premium priced Options (PPOs) of  PagoNxt S.L. in a percentage determined by the  internal category of the beneficiary. The average  achievement for 2023 was  88%. |

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| Deferred  variable  remuneration  systems | Description and plan beneficiaries | Conditions | Calculation base |
| (vi) PagoNxt  incentive Plan  2024 and 2025  for Santander  executives) | The board of directors approved the  PagoNxt incentive Plan 2024 and 2025  Incentive. It is a variable remuneration  scheme  which delivers PagoNxt, S.L.  RSUs, and is aimed at approximately  to  50 -  60 employees whose roles are  considered key to PagoNxt’s success.  With this program, the Group offers a  remuneration element which is  competitive with the remuneration  systems offered  by other market  operators who also compete for digital  talent. | And the performance conditions were focus on key  digital projects related with PagoNxt's main  businesses (Trade, Merchant and Payments) in its core  geographies. | This incentive  is structures in restricted stock units  (RSUs) of PagoNxt S.L. in a percentage determined  by the internal category of the beneficiary. The  average achievement for 2024 was  77% and 85% in  2025. |

Annual report 2025781

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

ii. Santander UK plc

The long-term incentive plans on shares of the Bank granted by

management of Santander UK plc to its employees are as follows:

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| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | Number of  shares (in  thousand) | Exercise  price in  pounds  sterlingA | Year  granted | Employee  group | Number  of  personsB | Date of  commencement  of exercise  period | Date of  expiry of  exercise  period |
| Plans outstanding at 01/01/2023 | 29,988 |  |  |  |  |  |  |
| Options granted (sharesave) | 7,175 | 2.78 | 2023 | Employees | 4,752 | 01/11/23 | 01/11/26 |
|  |  |  |  |  |  | 01/11/23 | 01/11/28 |
| Options exercised | (5,980) | 1.7 |  |  |  |  |  |
| Options cancelled (net) or not exercised | (4,044) | 2.53 |  |  |  |  |  |
| Plans outstanding at 31/12/2023 | 27,139 |  |  |  |  |  |  |
| Options granted (sharesave) | 4,991 | 3.36 | 2024 | Employees | 4,107 | 01/11/24 | 01/11/27 |
|  |  |  |  |  |  | 01/11/24 | 01/11/29 |
| Options exercised | (4,004) | 2.29 |  |  |  |  |  |
| Options cancelled (net) or not exercised | (2,437) | 2.37 |  |  |  |  |  |
| Plans outstanding at 31/12/2024 | 25,689 |  |  |  |  |  |  |
| Options granted (sharesave) | 3,324 | 6.35 | 2025 | Employees | 4,637 | 01/11/25 | 01/11/28 |
|  |  |  |  |  |  |  |  |
| Options exercised | (9,966) | 1.9 |  |  |  |  |  |
| Options cancelled (net) or not exercised | (1,554) | 2.88 |  |  |  |  |  |
| Plans outstanding at 31/12/2025 | 17,493 |  |  |  |  |  |  |

A. At  31 December, 2025, 2024 and  2023, the euro/pound sterling exchange rate was 1.15, 1.21 and 1.15 , respectively.

B. Number of accounts/contracts. A single employee may have more than  one account/contract.

In 2008 the Group launched a voluntary savings scheme for

Santander UK employees (Sharesave Scheme) whereby employees

who join the scheme see deducted between GBP 5 and GBP 500

from their net monthly pay over a period of  three or five years. At

the end of the chosen period, the employee may choose between

collecting the amount contributed, the interest accrued and a

bonus (tax-exempt in the United Kingdom) or exercising options on

shares of the Bank in an amount equal to the sum of such three

amounts at a fixed price. The exercise price will be the result of

reducing by up to 20% the average purchase and sale prices of the

Bank shares in the three trading sessions prior to the approval of

the scheme by the UK tax authorities (HMRC). This approval must

be received within 21 to 41 days following the publication of the

Group’s results for the first half of the year. This scheme was

approved by the board of directors, at the proposal of the

appointments and remuneration committee, and, since it involved

the delivery of Bank shares, its application was authorized by the

Annual General Meeting held on June 21, 2008. Also, the scheme

was authorized by the UK tax authorities (HMRC) and commenced

in September 2008. In subsequent years, at the Annual General

Meetings held on June 19, 2009, June 11, 2010, June 17, 2011,

March 30, 2012, March 22, 2013, March 28, 2014, March 27, 2015,

March 18, 2016, April 7, 2017, March 23, 2018, April 12, 2019,

April 3, 2020 and March 26, 2021, respectively, the shareholders

approved the application of schemes previously approved by the

board and with similar features to the scheme approved in 2008.

iii. Fair value

The fair value of the performance share plans was calculated as

follows:

a) Deferred variable compensation plan linked to multi-year

objectives 2023, 2024 and 2025:

The Group calculates at the grant date the fair value of the plan

based on the valuation report of an independent expert, Willis

Towers Watson. According to the design of the plan for 2023, 2024

and 2025 and the levels of achievement of similar plans in

comparable entities, it has been considered that the fair value is

70%.

b)  Santander UK sharesave plans:

The fair value of each option at the date of grant is estimated using

an analytical model that also reflects the correlation between EUR

and GBP. This model uses assumptions on the share price, the EUR/

GBP FX rate, the EUR/GBP risk-free interest rate, dividend yields,

the expected volatilities of both the underlying shares and EUR/

GBP for the expected lives of options granted. The weighted

average grant-date fair value of options granted during the year

was GBP 0.44 (GBP 0.23 and GBP 0.33 reported in 2024 and 2023,

respectively).

Annual report 2025782

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

47.

#### Other general administrative

#### expenses

#### a) Breakdown

The detail of Other general administrative expenses is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Technology and systems | 2,298 | 2,539 | 2,389 |
| Property, fixtures and supplies  (note 2.k) | 803 | 797 | 774 |
| Technical reports | 712 | 724 | 796 |
| Advertising | 517 | 512 | 574 |
| Taxes other than income tax | 543 | 554 | 568 |
| Communications | 367 | 387 | 400 |
| Surveillance and cash courier services | 314 | 337 | 325 |
| Per diems and travel expenses | 250 | 232 | 213 |
| Insurance premiums | 86 | 95 | 88 |
| Other administrative expenses | 2,010 | 1,968 | 2,144 |
|  | 7,900 | 8,145 | 8,271 |

The payments associated with short-term leases (leases less than

or equal to 12 months) and leases of low-value assets, that the

Group recognises as an expense in the income statement is not

material.

#### b) Technical reports and other

Technical reports include the fees from the various Group

companies (detailed in the accompanying appendices) for the

services provided by their respective auditors, with the following

detail:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Audit | 118.5 | 122.3 | 117.5 |
| Audit-related services | 15.0 | 13.6 | 8.6 |
| Tax services | 0.1 | 0.9 | 1.6 |
| All other | 7.1 | 7.4 | 5.9 |
| Total | 140.7 | 144.2 | 133.6 |

Additionally, the firm BDO has performed audit and audit-related

services totaling EUR 1.9 million.

The audit services and main non-audit services included for each

item in the above breakdown are detailed as follows:

• Audit services: audit of the individual and consolidated financial

statements of Banco Santander and its subsidiaries (of which

PwC or another network firm is the external auditor); audit of the

interim consolidated financial statements of Banco Santander;

integrated audits prepared in order to file the Form 20-F  with

the SEC  and the internal control audits (SOx) for required

Group's entities; limited reviews of financial statements; and

regulatory reports required to the external auditors regarding

several  Grupo Santander entities.

• Audit-related services: issuance of comfort letters, verification

services of financial and non-financial information required by

regulators, and other reviews of documentation to be submitted

to domestic or foreign authorities that, due to their nature, the

external auditor typically provides.

• Tax services: tax compliance and advisory services provided to

Group companies outside Spain, which have no direct effect on

the audited financial statements and are permitted in accordance

with the applicable independence regulations.

• Other services: agreed-upon procedure reports, assurance

reports and special reports performed under the accepted

profession's standards; as well as other reports required by the

regulators.

The 'Audit' heading includes the fees for the year's audit,

regardless of the date the audit was completed. Any subsequent

adjustments, which are not significant, are shown in this note for

each year for comparison purposes. The fees corresponding to the

rest of the services are shown by reference to when the audit

committee approved them.

The services commissioned from the Group's auditors meet the

independence requirements under applicable European and

Spanish law, the SEC rules and the Public Company Accounting

Oversight Board (PCAOB), applicable to the Group, and did not

involve in any case the performance of any work that is

incompatible with the auditor's role.

Lastly, the Group commissioned services from audit firms other

than PwC amounting to EUR 155.9 million in  2025 (EUR

206.2 million and EUR 174.1 million  in 2024 and  2023,

respectively).

#### c) Number of branches

The number of offices according to their geographical location at

31 December  2025,   2024  and  2023   is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Number of branches | | |  |
|  | Group | | |
| 2025 | 2024 | 2023 |
| Spain A | 1,674 | 1,877 | 1,924 |
| Group | 5,450 | 6,209 | 6,594 |
|  | 7,124 | 8,086 | 8,518 |

A. Includes branches in Spain of the Digital Consumer Bank business.

Note: Branches corresponding to the Group's business held for sale in Poland are

included.

Note: The figures for 2025 and 2024 include CartaSur points of sale and banking

service points (PAB) in Argentina and exclude operational points that do not

provide customer service in Colombia.

Annual report 2025783

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

48.

#### Gains or losses on non financial assets, net

The detail of Gains/ (losses) on disposal of assets not classified as

non-current assets held for sale is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | 2024 | 2023 |
| Gains |  |  |  |
| Tangible and intangible assets | 65 | 48 | 53 |
| Investments | 17 | 360 | 285 |
|  | 82 | 408 | 338 |
| Losses |  |  |  |
| Tangible and intangible assets | (41) | (36) | (26) |
| Investments | (41) | (4) | — |
|  | (82) | (40) | (26) |
|  | — | 368 | 312 |

49.

#### Gains or losses on non-current assets held for sale not classified as discontinued operations

The detail of Gains/(losses) on non-current assets held for sale not

classified as discontinued operations is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
| Net balance | 2025 | 2024 | 2023 |
| Tangible assets | (6) | (24) | (20) |
| Impairment (Note 12) | (72) | (92) | (51) |
| Gain (loss) on sale (Note 12) | 66 | 68 | 31 |
| Other gains and other losses | 232 | (3) | — |
| Caceis (Note 3) | 231 | — | — |
|  | 226 | (27) | (20) |

50.

#### Fair value of financial instruments

#### a) Details

The following table summarises the fair values, at the end of each

of the years indicated, of the financial assets and liabilities listed

below, classified according to the different valuation

methodologies used by the Group to determine their fair value:

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | | |
|  | 2025 | | | 2024 | | | 2023 | | |
|  | Published  price  quotations  in active  markets  (level 1) | Internal  Models  (level 2  and 3) | Total | Published  price  quotations  in active  markets  (level 1) | Internal  Models  (level 2  and 3) | Total | Published  price  quotations  in active  markets  (level 1) | Internal  Models  (level 2  and 3) | Total |
| Financial assets held for trading | 106,560 | 145,758 | 252,318 | 88,147 | 142,106 | 230,253 | 67,842 | 109,079 | 176,921 |
| Non-trading financial assets mandatorily at  fair value through profit or loss | 2,407 | 5,354 | 7,761 | 2,037 | 4,093 | 6,130 | 1,765 | 4,145 | 5,910 |
| Financial assets designated at fair value  through profit or loss | 2,860 | 5,186 | 8,046 | 2,744 | 5,171 | 7,915 | 2,746 | 7,027 | 9,773 |
| Financial assets at fair value through other  comprehensive income | 52,589 | 22,023 | 74,612 | 67,680 | 22,218 | 89,898 | 64,631 | 18,677 | 83,308 |
| Hedging derivatives (assets) | — | 3,931 | 3,931 | — | 5,672 | 5,672 | — | 5,297 | 5,297 |
| Financial liabilities held for trading | 37,192 | 134,354 | 171,546 | 29,974 | 122,177 | 152,151 | 20,298 | 101,972 | 122,270 |
| Financial liabilities designated at fair value  through profit or loss | — | 42,148 | 42,148 | — | 36,360 | 36,360 | 25 | 40,342 | 40,367 |
| Hedging derivatives (liabilities) | — | 4,248 | 4,248 | — | 4,752 | 4,752 | — | 7,656 | 7,656 |
| Liabilities under insurance contracts | — | 18,737 | 18,737 | — | 17,829 | 17,829 | — | 17,799 | 17,799 |

Grupo Santander  has developed a formal process for the

systematic valuation and management of financial instruments,

which has been implemented worldwide across all the  Group’s

units. The governance scheme for this process  distributes

responsibilities between  two independent divisions: Treasury

(development, marketing and daily management of financial

products) and Risk (on a periodic basis, validation of pricing models

and daily risk certification of market data, computation of risk

metrics, new transaction approval policies, management control

of market risk and implementation of fair value adjustment

policies).

The approval of new products follows a sequence of steps

(request, development, validation, integration in corporate

systems and quality assurance) before the product is brought into

production. This process ensures that pricing systems have been

properly reviewed and are stable before they are used.

The following subsections set forth the most important products

and families of derivatives, and the related valuation techniques

and inputs, by asset class:

Annual report 2025784

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Interest rate and inflation

The fixed income asset class includes basic instruments such as

interest rate forwards, interest rate swaps and cross currency

swaps, which are valued using the net present value of the

estimated future cash flows discounted taking into account basis

(swap and cross currency spreads) determined on the basis of the

payment frequency and currency of each leg of the derivative.

Vanilla options, including caps, floors and swaptions, are priced

using the Black-Scholes model, which is one of the benchmark

industry models. More exotic derivatives are priced using more

complex models which are generally accepted as standard across

institutions.

These pricing models are fed with observable market data such as

deposit interest rates, futures rates, cross currency swap and

constant maturity swap rates, and basis spreads, on the basis of

which different yield curves, depending on the payment frequency,

and discounting curves are calculated for each currency. In the case

of options, implied volatilities are also used as model inputs. These

volatilities are observable in the market for cap and floor options

and swaptions, and interpolation and extrapolation of volatilities

from the quoted ranges are carried out using generally accepted

industry models. The pricing of more exotic derivatives may require

the use of non-observable data or parameters, such as correlation

(among interest rates and cross-asset), mean reversion rates and

prepayment rates, which are usually defined from historical data or

through calibration.

Inflation-related assets include zero-coupon or year-on-year

inflation-linked bonds and swaps, valued with the present value

method using forward estimation and discounting. Derivatives on

inflation indices are priced using standard or more complex

internal models. Valuation inputs of these models consider

inflation-linked swap spreads observable in the market and

estimations of inflation seasonality, on the basis of which a

forward inflation curve is calculated. Also, implied volatilities taken

from zero-coupon and year-on-year inflation options are also

inputs for the pricing of more complex derivatives.

Equity and foreign exchange

The most important products in these asset classes are forward

and futures contracts; they also include vanilla, listed and OTC

(Over-The-Counter) derivatives on single underlying assets and

baskets of assets. Vanilla options are priced using the standard

Black-Scholes model and more exotic derivatives involving forward

returns, average performance, or digital, barrier or callable

features are priced using generally accepted industry models or

internal models, as appropriate. For derivatives on illiquid stocks,

hedging takes into account the liquidity constraints in models.

The inputs of equity models consider yield curves, spot prices,

dividends, asset funding costs (repo margin spreads), implied

volatilities, correlation among equity stocks and indices, and cross-

asset correlation. Implied volatilities are obtained from market

quotes of European and American-style vanilla call and put

options. Various interpolation and extrapolation techniques are

used to obtain continuous volatility for illiquid stocks. Dividends

are usually estimated for the mid and long term. Correlations are

implied, when possible, from market quotes of correlation-

dependent products. In all other cases, proxies are used for

correlations between benchmark underlyings or correlations are

obtained from historical data.

The inputs of foreign exchange models include the yield curve for

each currency, the spot foreign exchange rate, the implied

volatilities and the correlation among assets of this class.

Volatilities are obtained from European call and put options which

are quoted in markets as of-the-money, risk reversal or butterfly

options. Illiquid currency pairs are usually handled by using the

data of the liquid pairs from which the illiquid currency can be

derived. For more exotic products, unobservable model parameters

may be estimated by fitting to reference prices provided by other

non-quoted market sources.

Credit

The most common instrument in this asset class is the credit

default swap (CDS), which is used to hedge credit exposure to third

parties. In addition, models for first-to-default (FTD), n-to-default

(NTD) and single-tranche collateralised debt obligation (CDO)

products are also available. These products are valued with

standard industry models, which estimate the probability of

default of a single issuer (for CDS) or the joint probability of default

of more than one issuer for FTD, NTD and CDO.

Valuation inputs are the yield curve, the CDS spread curve and the

recovery rate. For indices and important individual issuers, the CDS

spread curve is obtained in the market. For less liquid issuers, this

spread curve is estimated using proxies or other credit-dependent

instruments. Recovery rates are usually set to standard values. For

listed single-tranche CDO, the correlation of joint default of several

issuers is implied from the market. For FTD, NTD and internal CDO,

the correlation is estimated from proxies or historical data when no

other option is available.

Valuation adjustment for counterparty risk or default risk

The Credit valuation adjustment (CVA) is a valuation adjustment to

over-the-counter (OTC) derivatives as a result of the risk associated

with the credit exposure assumed to each counterparty.

The CVA is calculated taking into account potential exposure to

each counterparty in each future period. The CVA for a specific

counterparty is equal to the sum of the CVA for all the periods. The

following inputs are used to calculate the CVA:

• Expected exposure: including for each transaction the mark-to-

market (MtM) value plus an add-on for the potential future

exposure for each period. Mitigating factors such as collateral

and netting agreements are taken into account, as well as a

temporary impairment factor for derivatives with interim

payments.

• Severity: percentage of final loss assumed in a counterparty

credit event/default.

• Probability of default: for cases where there is no market

information (the CDS quoted spread curve, etc.), proxies based on

companies holding exchange-listed CDS, in the same industry

and with the same external rating as the counterparty, are used.

• Discount factor curve.

The Debit Valuation Adjustment (DVA) is a valuation adjustment

similar to the CVA but, in this case, it arises as a result of the

Group’s own risk assumed by its counterparties in OTC derivatives.

Annual report 2025785

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The CVA at 31 December  2025 amounted to EUR 224 million

(resulting in a decrease of 17.6% compared to 31 December 2024)

and DVA amounted to EUR 285 million (resulting in a decrease of

10.1%  compared to 31 December 2024). These decreases are

primarily due to the performance of credit markets, with lower

spreads compared to December 2024, and secondarily to changes

in the composition of certain derivatives portfolios. Furthermore,

the observed reduction in CVA is influenced by changes in the

calculation models applicable to certain clients.

The CVA at 31 December 2024 amounted to EUR 272 million

(resulting in a decrease of 7.2% compared to 31 December 2023)

and DVA amounted to EUR 317 million  (resulting in a decrease of

3.9% compared to 31 December 2023). These decreases are

mainly due to the declines in the EUR and USD interest rate

markets, lower inflation and the movements in credit markets

whose spread levels have reduced moderately compared to those

of December 2023.

The CVA at 31 December 2023 amounted to EUR 293 million

(decrease of 16.5% compared to 31 December 2022) and DVA

amounted EUR 330 million (decrease of 9.3% compared to 31

December 2022).   These decreases are mainly due to movements

in credit markets whose spread levels have reduced moderately

compared to those of December 2022, partially offset by the

upward movement in interest rates.

In addition, the Group amounts the funding fair value adjustment

(FFVA) is calculated by applying future market funding spreads to

the expected future funding exposure of any uncollateralised

component of the OTC derivative portfolio. This includes the

uncollateralised component of collateralised derivatives in addition

to derivatives that are fully uncollateralised. The expected future

funding exposure is calculated by a simulation methodology,

where available. The FFVA impact is not material for the

consolidated annual accounts as of 31 December 2025, 2024 and

2023.

During 2025, the Group has continued to apply the criteria for

classifying financial instruments within the levels of the fair value

hierarchy established to comply with regulatory expectations.

These criteria, based on information from the price contributors

and real market transactions, represent a significant reduction in

the use of expert judgement to determine observability and allow

the measurement of the significance of non-observable valuation

inputs based on objective criteria.

There has been an increase in instruments classified as Level 3,

especially during the last quarter of the year. This increase is due to

higher holding volumes of some of these instruments in the

portfolio due to new trading activity. No significant reclassifications

were detected due to changes in the market observability of the

valuation inputs for the remaining positions. The main increases

include long-term repo/reverse repo transactions, illiquid equities

in non-trading portfolios, and syndicated loans with an HTC&S

business model for which there is no observable market price

based on the criteria used.

Valuation adjustments due to model risk

The valuation models described above do not involve a significant

level of subjectivity, since they can be adjusted and recalibrated,

where appropriate, through internal calculation of the fair value

and subsequent comparison with the related actively traded price.

However, valuation adjustments may be necessary when market

quoted prices are not available for comparison purposes.

The sources of risk are associated with uncertain model

parameters, illiquid underlying issuers, and poor quality market

data or missing risk factors (sometimes the best available option is

to use limited models with controllable risk). In these situations,

the Group calculates and applies valuation adjustments in

accordance with common industry practice. The main sources of

model risk are described below:

• In the interest rate markets, the sources of model risk include

interest rate indexes correlations, basis spread modelling, the

risk of calibrating model parameters and the treatment of near-

zero or negative interest rates. Other sources of risk arise from

the estimation of market data, such as volatilities or yield curves,

whether used for estimation or cash flow discounting purposes.

• In the stock markets, the sources of model risk include forward

skew modelling, the impact of stochastic interest rates,

correlation and multi-curve modelling. Other sources of risk arise

from managing hedges of digital callable and barrier option

payments. Also worthy of consideration as sources of risk are the

estimation of market data such as dividends and correlation for

quanto and composite basket options.

• For specific financial instruments relating to home mortgage

loans secured by financial institutions in the UK (which are

regulated and partially financed by the Government) and

property asset derivatives, the main input is the Halifax House

Price Index (HPI). In these cases, risk assumptions include

estimations of the future growth and the volatility of the HPI, the

mortality rate and the implied credit spreads.

• Inflation markets are exposed to model risk resulting from

uncertainty around modelling the correlation structure among

various Consumer Price Index (CPI) rates. Another source of risk

may arise from the bid-offer spread of inflation-linked swaps.

• The currency markets are exposed to model risk resulting from

forward skew modelling and the impact of stochastic interest

rate and correlation modelling for multi-asset instruments. Risk

may also arise from market data, due to the existence of specific

illiquid foreign exchange pairs.

• The most important source of model risk for credit derivatives

relates to the estimation of the correlation between the

probabilities of default of different underlying issuers. For illiquid

underlying issuers, the CDS spread may not be well defined.

Annual report 2025786

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Set forth below are the financial instruments at fair value whose

measurement was based on internal models (levels 2 and 3) at 31

December 2025 , 2024 and 2023:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million | | | | | |
|  | Fair values calculated  using internal models at | |  |  |  |
|  | 2025A | |  |  |  |
|  | Level 2 | Level 3 |  | Valuation techniques | Main assumptions |
| ASSETS | 163,796 | 18,487 |  |  |  |
| Financial assets held for trading | 139,293 | 6,496 |  |  |  |
| Central banksB | 14,191 | 441 |  | Present value method | Yield curves, FX market prices |
| Credit institutionsB | 25,815 | 152 |  | Present value method | Yield curves, FX market prices |
| CustomersB | 27,986 | 4,592 |  | Present value method | Yield curves, FX market prices |
| Debt and equity instruments | 14,470 | 340 |  | Present value method | Yield curves, FX market prices |
| Derivatives | 56,831 | 971 |  |  |  |
| Swaps | 39,716 | 551 |  | Present value method, Gaussian  CopulaC | Yield curves, FX market prices, HPI,  Basis, Liquidity |
| Exchange rate options | 1,332 | 39 |  | Black-Scholes Model | Yield curves, Volatility surfaces, FX  market prices, Liquidity |
| Interest rate options | 1,490 | 39 |  | Black's Model, multifactorial  advanced models interest rate | Yield curves, Volatility surfaces, FX  market prices, Liquidity |
| Interest rate forwards | 177 | — |  | Present value method | Yield curves, FX market prices |
| Index and securities options | 439 | 120 |  | Black's Model, multifactorial  advanced models interest rate | Yield curves, Volatility surfaces, FX  & EQ market prices, Dividends,  Liquidity |
| Other | 13,677 | 222 |  | Present value method, Advanced  stochastic volatility models and  other | Yield curves, Volatility surfaces, FX  and EQ market prices, Dividends,  Correlation, HPI, Credit, Others |
| Hedging derivatives | 3,924 | 7 |  |  |  |
| Swaps | 3,690 | 7 |  | Present value method | Yield curves, FX market prices, Basis |
| Interest rate options | 91 | — |  | Black's Model | Yield curves, FX market prices,  Volatility surfaces |
| Other | 143 | — |  | Present value method, Advanced  stochastic volatility models and  other | Yield curves, Volatility surfaces, FX  market prices, Credit, Liquidity,  Others |
| Non-trading financial assets mandatorily at  fair value through profit or loss | 2,465 | 2,889 |  |  |  |
| Equity instruments | 899 | 2,543 |  | Present value method | Market price, Interest rates curves,  Dividends and Others |
| Debt securities | 54 | 175 |  | Present value method | Yield curves |
| Loans and receivables | 1,512 | 171 |  | Present value method, swap  asset model & CDS | Yield curves and Credit curves |
| Financial assets designated at fair value  through profit or loss | 5,152 | 34 |  |  |  |
| Central banks | — | — |  | Present value method | Yield curves, FX market prices |
| Credit institutions | 413 | — |  | Present value method | Yield curves, FX market prices, HPI |
| Customers | 4,725 | 14 |  | Present value method | Yield curves, FX market prices |
| Debt securities | 14 | 20 |  | Present value method | Yield curves, FX market prices |
| Financial assets  at fair value through other  comprehensive  income | 12,962 | 9,061 |  |  |  |
| Equity instrumentsC | 19 | 272 |  | Present value method | Yield curves, Market price,  Dividends and Others |
| Debt securities | 6,819 | 887 |  | Present value method | Yield curves, FX market prices |
| Loans and receivablesC | 6,124 | 7,902 |  | Present value method | Yield curves, FX market prices and  Credit curves |

Annual report 2025787

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million | | | | | |
|  | Fair values calculated  using internal models at | |  |  |  |
|  | 2025A | |  |  |  |
|  | Level 2 | Level 3 |  | Valuation techniques | Main assumptions |
| LIABILITIES | 198,377 | 1,110 |  |  |  |
| Financial liabilities held for trading | 133,490 | 864 |  |  |  |
| Central banksB | 12,385 | — |  | Present value method | FX market prices, Yield curves |
| Credit institutionsB | 27,058 | — |  | Present value method | FX market prices, Yield curves |
| Customers | 36,120 | — |  | Present value methodC | FX market prices, Yield curves |
| Derivatives | 50,248 | 864 |  |  |  |
| Swaps | 33,597 | 418 |  | Present value method, Gaussian  Copula | Yield curves, FX market prices,  Basis, Liquidity, HPI |
| Exchange rate options | 903 | 34 |  | Black's Model, multifactorial  advanced models interest rate | Yield curves, Volatility surfaces,  FX & EQ market prices, Dividends,  Liquidity |
| Forwards on interest rate and variable  income | 1,951 | 95 |  | Black-Scholes Model | Yield curves, Volatility surfaces,  FX market prices |
| Index and securities options | 1,094 | 151 |  | Black-Scholes Model | Yield curves, FX market prices,  Liquidity |
| Interest rate and equity futures | 121 | — |  | Present value method | Yield curves, Volatility surfaces,  FX & EQ market prices, Dividends,  Correlation, Liquidity, HPI |
| Other | 12,582 | 166 |  | Present value method, Advanced  stochastic volatility models and  others | Yield curves, Volatility surfaces,  FX & EQ market prices, Dividends,  Correlation, HPI, Credit, Others |
| Short positions | 7,679 | — |  | Present value method | Yield curves ,FX market prices,  Equity |
| Hedging derivatives | 4,229 | 19 |  |  |  |
| SwapsD | 4,191 | 19 |  | Present value method | Yield curves, FX market prices |
| Interest rate options | — | — |  | Black's Model | Yield curves , Volatility surfaces,  FX market prices and Liquidity |
| Other | 38 | — |  | Present value method, Advanced  stochastic volatility models and  other | Yield curves , Volatility surfaces,  FX market prices, Credit,  Liquidity, Other |
| Financial liabilities designated at fair value  through profit or loss | 42,148 | — |  | Present value method | Yield curves, FX market prices |
| Liabilities under insurance contracts | 18,510 | 227 |  | Present Value Method with  actuarial techniques | Mortality tables and interest  rate curves |

A. Level 2 internal models use data based on observable market parameters, while level 3 internal models use significant non-observable inputs in market data.

B. Includes mainly temporary acquisitions/disposals of assets with corporate clients and, to a lesser extent, with central banks.

C. Includes mainly syndicated loans under the HTC&S business model.

D. It mainly includes short-term deposits that are managed based on their fair value.

Annual report 2025788

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | | |
|  | Fair values calculated  using internal models at | |  | Fair values calculated  using internal models at | |  |  |
|  | 2024A | |  | 2023A | |  |  |
|  | Level 2 | Level 3 |  | Level 2 | Level 3 |  | Valuation techniques |
| ASSETS | 163,941 | 15,319 |  | 133,874 | 10,351 |  |  |
| Financial assets held for trading | 138,176 | 3,930 |  | 106,993 | 2,086 |  |  |
| Central banksB | 12,966 | — |  | 17,717 | — |  | Present value method |
| Credit institutionsB | 26,546 | 769 |  | 14,061 | — |  | Present Value method |
| CustomersB | 24,602 | 1,801 |  | 11,418 | 24 |  | Present Value method |
| Debt and equity instruments | 11,115 | 413 |  | 8,683 | 915 |  | Present Value method |
| Derivatives | 62,947 | 947 |  | 55,114 | 1,147 |  |  |
| Swaps | 47,519 | 556 |  | 44,987 | 577 |  | Present Value method, Gaussian Copula |
| Exchange rate options | 1,583 | 2 |  | 836 | 9 |  | Black-Scholes Model |
| Interest rate options | 1,879 | 30 |  | 2,210 | 153 |  | Black's Model, advanced multifactor  interest rate models |
| Interest rate forwards | 1,445 | — |  | 33 | — |  | Present Value method |
| Index and securities options | 465 | 241 |  | 126 | 235 |  | Black's Model, advanced multifactor  interest rate models |
| Other | 10,056 | 118 |  | 6,922 | 173 |  | Present Value method, Advanced  stochastic volatility models and other |
| Hedging derivatives | 5,652 | 20 |  | 5,297 | — |  |  |
| Swaps | 5,390 | 20 |  | 4,665 | — |  | Present Value method |
| Interest rate options | 2 | — |  | 2 | — |  | Black’s Model |
| Other | 260 | — |  | 630 | — |  | Present Value method, Advanced  stochastic volatility models and other |
| Non-trading financial assets mandatorily at  fair value through profit or loss | 1,505 | 2,588 |  | 2,050 | 2,095 |  |  |
| Equity instruments | 763 | 1,841 |  | 815 | 1,495 |  | Present Value method |
| Debt securities issued | 205 | 242 |  | 539 | 313 |  | Present Value method |
| Loans and receivables | 537 | 505 |  | 696 | 287 |  | Present Value method, swap asset model  & CDS |
| Financial assets designated at fair value  through profit or loss | 5,065 | 106 |  | 6,846 | 181 |  |  |
| Credit institutions | 408 | — |  | 459 | — |  | Present Value method |
| Customers | 4,590 | 20 |  | 6,189 | 31 |  | Present Value method |
| Debt securities | 67 | 86 |  | 198 | 150 |  | Present Value method |
| Financial assets  at fair value through other  comprehensive  income | 13,543 | 8,675 |  | 12,688 | 5,989 |  |  |
| Equity instruments | 5 | 375 |  | 5 | 492 |  | Present Value method |
| Debt securities | 9,644 | 1,047 |  | 9,638 | 559 |  | Present Value method |
| Loans and receivablesC | 3,894 | 7,253 |  | 3,045 | 4,938 |  | Present Value method |

Annual report 2025789

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | | |
|  | Fair values calculated  using internal models at | |  | Fair values calculated  using internal models at | |  |  |
|  | 2024A | |  | 2023A | |  |  |
|  | Level 2 | Level 3 |  | Level 2 | Level 3 |  | Valuation techniques |
| LIABILITIES | 179,766 | 1,352 |  | 166,542 | 1,227 |  |  |
| Financial liabilities held for trading | 121,243 | 934 |  | 101,103 | 869 |  |  |
| Central banksB | 13,300 | — |  | 7,808 | — |  | Present Value method |
| Credit institutionsB | 26,284 | — |  | 17,862 | — |  | Present Value method |
| Customers | 18,984 | — |  | 19,837 | — |  | Present Value method |
| Derivatives | 56,205 | 934 |  | 49,380 | 869 |  |  |
| Swaps | 41,283 | 479 |  | 39,395 | 388 |  | Present Value method, Gaussian Copula |
| Interest rate options | 2,295 | 79 |  | 2,207 | 139 |  | Black's Model, advanced multifactor  interest rate models |
| Exchange rate options | 1,057 | — |  | 549 | 8 |  | Black-Scholes Model |
| Index and securities options | 1,160 | 294 |  | 466 | 187 |  | Black's Model, advanced multifactor  interest rate models |
| Forwards on interest rate and variable  income | 1,276 | — |  | 101 | — |  | Present Value method |
| Other | 9,134 | 82 |  | 6,662 | 147 |  | Present Value method, Advanced  stochastic volatility models and other |
| Short positions | 6,470 | — |  | 6,216 | — |  | Present Value method |
| Hedging derivatives | 4,740 | 12 |  | 7,650 | 6 |  |  |
| Swaps | 4,618 | 12 |  | 6,866 | 6 |  | Present Value method |
| Interest rate options | 3 | — |  | 1 | — |  | Black’s Model |
| Other | 119 | — |  | 783 | — |  | Present Value method, Advanced  stochastic volatility models and other |
| Financial liabilities designated at fair value  through profit or loss  D | 36,200 | 160 |  | 40,313 | 29 |  | Present Value method |
| Liabilities under insurance contracts | 17,583 | 246 |  | 17,476 | 323 |  | Present Value method with actuarial  techniques |

A. Level 2 internal models use data based on observable market parameters, while level 3 internal models use significant non-observable inputs in market data.

B. Includes mainly temporary acquisitions/disposals of assets with corporate clients and, to a lesser extent, with central banks.

C. Includes mainly syndicated loans under the HTC&S business model.

D. Includes, mainly, short-term deposits that are managed based on their fair value.

#### b) Financial Instruments (level 3)

Set forth below are the Group’s main financial instruments

measured using unobservable market data as significant inputs of

the internal models (level 3):

• HTC&S (Held to collect and sale) syndicated loans classified in

the fair value category with changes in other comprehensive

income, where the cost of liquidity is not directly observable in

the market, as well as the prepayment option in favour of the

borrower.

• Repos and reverse repos classified as financial assets held for

trading, whose valuation uses significant unobservable inputs,

mainly associated with credit adjustments, liquidity and certain

specific characteristics of the counterparty and the collateral.

• Illiquid equity in non-trading portfolios, classified at fair value

through profit or loss and at fair value through equity.

• Instruments in Santander UK’s portfolio (loans, debt securities

and derivatives) linked to the House Price Index (HPI). Even if the

valuation techniques used for these instruments may be the

same as those used to value similar products (present value in

the case of loans and debt securities, and the Black-Scholes

model for derivatives), the main factors used in the valuation of

these instruments are the HPI spot rate, the growth and volatility

thereof, and the mortality rates, which are not always observable

in the market and, accordingly, these instruments are considered

illiquid.

• Callable interest rate derivatives (Bermudan-style options)

where the main unobservable input is mean reversion of interest

rates.

• Trading derivatives on interest rates, taking as an underlying

asset titling and with the amortization rate (CPR, Conditional

prepayment rate) as unobservable main entry.

•  Derivatives from trading on inflation in Spain, where volatility is

not observable in the market.

• Equity volatility derivatives, specifically indices and equities,

where volatility is not observable in the long term.

• Derivatives on long-term interest rate and FX in some units

(mainly South America) where for certain underlyings it is not

possible to demonstrate observability to these terms.

• Debt instruments referenced to certain illiquid interest rates, for

which there is no reasonable market observability.

Annual report 2025790

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The measurements obtained using the internal models might have

been different if other methods or assumptions had been used

with respect to interest rate risk, to credit risk, market risk and

foreign currency risk spreads, or to their related correlations and

volatilities. Nevertheless, the Bank considers that the fair value of

the financial assets and liabilities recognised in the consolidated

balance sheet and the gains and losses arising from these financial

instruments are reasonable.

The net amount recognised in profit and loss in 2025 arising from

models whose significant inputs are unobservable market data

(level 3) amounted to EUR 469 profit (EUR 523 million and EUR

404 million profit in 2024 and  2023, respectively).

1.

#### Valuation techniques

The table below shows the effect, at 31 December 2025, 2024 and

2023 on the fair value of the main financial instruments classified

as level 3 of a reasonable change in the assumptions used in the

valuation. This effect was determined by applying the probable

valuation ranges of the main unobservable inputs detailed in the

following table:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |
| Portfolio/Instrument | Valuation technique | Main unobservable inputs | Range | Weighted  average | Impacts (EUR million) | |
| (Level 3) | Unfavourable  scenario | Favourable  scenario |
| Financial assets held for trading |  |  |  |  |  |  |
| Loans and advances to  customers |  |  |  |  |  |  |
| Repos/Reverse repos | Market proxy | Price / Credit spread | n.a. | n.a. | (10.50) | 10.50 |
| Debt securities |  |  |  |  |  |  |
| Corporate debt | Discounted Cash Flows | Credit spread | 0% - 10% | 5.10% | (2.24) | 2.29 |
| Government debt | Discounted Cash Flows | Discount curve | 0% - 8% | 4.00% | (9.21) | 9.24 |
| Others | Discounted Cash Flows | Credit spread | 10% - 90% | 35.50% | (1.32) | 0.62 |
| Derivatives |  |  |  |  |  |  |
| Cap&Floor | Modelo de Black Scholes | Volatility | (6.50)bps - 6.50bps | 1.00bps | (0.38) | 0.52 |
| CCS | Discounted Cash Flows | Credit spread | 146.3% - 148.3% | 147.30% | (0.01) | 0.01 |
| EQ Options | EQ option pricing model | Volatility | 0% - 70% | 40.50% | (0.17) | 0.24 |
| EQ Options | Local volatility | Volatility | 10% - 90% | 50.00% | (18.86) | 18.86 |
| Fx Options | Fx option pricing model | Volatility | 0% - 40% | 19.80% | (0.5) | 0.49 |
| FX Forward | Forward estimation | Swap Rate | 0% - 15% | 8.10% | (0.01) | 0.02 |
| Inflation Derivatives | Asset Swap model | Inflation Swap Rate | 2% - 8% | 4.90% | (0.18) | 0.17 |
| IR Options | IR option pricing model | Volatility | 0% - 30% | 14.80% | (0.19) | 0.19 |
| IR Options | INF option pricing model | Volatility | 0% - 30% | 14.90% | (0.63) | 0.63 |
| IRS | Others | Others | 5% - n.a. | n.a. | (11.24) | 8.23 |
| IRS | Discounted Cash Flows | Credit spread | 19.6% - 127.5% | 50.50% | (2.1) | 0.84 |
| IRS | Discounted Cash Flows | Inflation Swap Rate | 1.0% - 99.0% | 99.00% | — | 1.41 |
| Others | Forward estimation | Price | 60bps - 300bps | 179.80bps | (3.48) | 3.47 |
| Property derivatives | Option pricing model | Growth rate | (5)% - 5% | 0.00% | (2.64) | 2.64 |
| Securitisation Swap | Discounted Cash Flows | Constant prepayment rates | 10% - 90% | 50.00% | — | — |
| Financial assets designated at  fair value through profit or loss |  |  |  |  |  |  |
| Loans and advances to  customers |  |  |  |  |  |  |
| Loans | Discounted Cash Flows | Credit spreads | 0.1% - 3% | 1.60% | (0.12) | 0.12 |
| Mortgage portfolio | Black Scholes model | Growth rate | (5)% - 5% | 0.00% | (0.23) | 0.23 |
| Debt securities |  |  |  |  |  |  |
| Other debt securities | Others | Inflation Swap Rate | 0% - 8% | 4.10% | — | — |

Annual report 2025791

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |
| Portfolio/Instrument | Valuation technique | Main unobservable inputs | Range | Weighted  average | Impacts (EUR million) | |
| (Level 3) | Unfavourable  scenario | Favourable  scenario |
| Non-trading financial assets  mandatorily at fair value  through profit or loss |  |  |  |  |  |  |
| Debt securities |  |  |  |  |  |  |
| Property securities | Probability weighting | Growth rate | (5)% - 5% | 0.00% | (0.11) | 0.11 |
| Equity instruments |  |  |  |  |  |  |
| Equities | Price Based | Price | 90% - 110% | 100.00% | (254.29) | 254.29 |
| Financial assets at fair value  through other comprehensive  income |  |  |  |  |  |  |
| Loans and advances to  customers |  |  |  |  |  |  |
| Loans | Discounted Cash Flows | Credit spread | n.a. | n.a. | (2.33) | 2.33 |
| Loans | Discounted Cash Flows | Interest rate curve | 6.1% - 7.2% | 6.60% | — | — |
| Loans | Discounted Cash Flows | Margin of a reference portfolio | 3% - 7% | 5% | (0.25) | 0.25 |
| Loans | Present value method | Credit spread | 121.9bps - 174.7 bps | 121.9bps | (1.6) | — |
| Loans | Market price | Market price | (0.3)% - 0.1% | (0.30%) | (2.70) | 0.54 |
| Debt securities |  |  |  |  |  |  |
| Mortgage Letters | Discounted Cash Flows | Mortgage Letters | 3.4% - 5.5% | 4.50% | — | — |
| Equity instruments |  |  |  |  |  |  |
| Equities | Price Based | Price | 90% - 110% | 100.00% | (27.16) | 27.16 |
| Financial liabilities held for  trading |  |  |  |  |  |  |
| Derivatives |  |  |  |  |  |  |
| Cap&Floor | Volatility option model | Volatility | 10% - 90% | 43.80% | (0.09) | 0.07 |
| FX Options | Volatility option model | Volatility | 10% - 90% | 42.30% | (0.33) | 0.22 |
| IRS | Discounted Cash Flows | Inflation Swap Rate | 1% - 99% | 50.40% | (1.38) | 1.40 |
| IRS | Discounted Cash Flows | Credit Spread | 8.4bps - 19.2bps | 10.70bps | (2.42) | 0.66 |

Annual report 2025792

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2024 |  |  |  |  |  |  |
| Portfolio/Instrument | Valuation technique | Main unobservable inputs | Range | Weighted  average | Impacts (EUR million) | |
| (Level 3) | Unfavourable  scenario | Favourable  scenario |
| Financial assets held for trading |  |  |  |  |  |  |
| Loans and advances to  customers |  |  |  |  |  |  |
| Repos/Reverse repos | Other | Long-term repo spread | n.a. | n.a. | (0.05) | — |
| Debt securities |  |  |  |  |  |  |
| Corporate debt | Discounted Cash Flows | Credit spread | 0% - 10% | 5.10% | (2.24) | 2.29 |
| Government debt | Discounted Cash Flows | Discount curve | 0% - 8% | 4.00% | (9.21) | 9.24 |
| Others | Discounted Cash Flows | Credit spread | 10% - 90% | 35.50% | (1.32) | 0.62 |
| Derivatives |  |  |  |  |  |  |
| Cap&Floor | Forward estimation | Interest rate | (2)bps - 2bps | 0.00bps | — | — |
| CCS | Discounted Cash Flows | Credit spread | 158% - 165% | 161.50% | (0.01) | 0.01 |
| CDS | Price | Credit spread | 100% - 250% | 178.83% | (0.09) | 0.10 |
| EQ Options | EQ option pricing model | Volatility | 0% - 70% | 41.25% | (0.48) | 0.69 |
| EQ Options | Local volatility | Volatility | 10% - 90% | 50.00% | (21.54) | 21.54 |
| FX Forward | Forward estimation | Swap Rate | 0% - 15% | 8.08% | (0.06) | 0.07 |
| FX Options | FX option pricing model | Volatility | 0% - 40% | 20.10% | (0.65) | 0.66 |
| Inflation Derivatives | Asset Swap model | Inflation Swap Rate | 2% - 8% | 4.78% | (0.21) | 0.18 |
| IR Options | IR option pricing model | Volatility | 0% - 30% | 17.34% | (0.16) | 0.22 |
| IRS | Others | Others | 5% - n.a. | n.a. | (4.09) | — |
| IRS | Discounted Cash Flows | Credit spread | 47.8% - 273.4% | 155.36% | (1.91) | 1.74 |
| IRS | Discounted Cash Flows | Swap rate | 1% - 99% | 49.58% | (2.45) | 2.41 |
| Others | Forward estimation | Price | 60bps - 300bps | 181.50bps | (3.00) | 3.08 |
| Property derivatives | Option pricing model | Growth rate | (5)% - 5% | 0.00% | (3.39) | 3.39 |
| Securitisation Swap | Discounted Cash Flows | Constant prepayment rates | 10% - 90% | 50.00% | (0.63) | 0.63 |
| Financial assets designated at  fair value through profit or loss |  |  |  |  |  |  |
| Loans and advances to  customers |  |  |  |  |  |  |
| Loans | Discounted Cash Flows | Credit spreads | 0.1% - 2.0% | 1.05% | (0.15) | 0.15 |
| Mortgage portfolio | Black Scholes model | Growth rate | (5)% - 5% | 0.00% | (0.24) | 0.24 |
| Debt securities |  |  |  |  |  |  |
| Other debt securities | Others | Inflation Swap Rate | 0% - 8% | 3.96% | (3.63) | 3.55 |

Annual report 2025793

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2024 |  |  |  |  |  |  |
| Portfolio/Instrument | Valuation technique | Main unobservable inputs | Range | Weighted  average | Impacts (EUR million) | |
| (Level 3) | Unfavourable  scenario | Favourable  scenario |
| Non-trading financial assets  mandatorily at fair value  through profit or loss |  |  |  |  |  |  |
| Debt securities |  |  |  |  |  |  |
| Property securities | Probability weighting | Growth rate | (5)% - 5% | 0.00% | (0.24) | 0.24 |
| Equity instruments |  |  |  |  |  |  |
| Equities | Price Based | Price | 90% - 110% | 100.00% | (183.98) | 183.98 |
| Financial assets at fair value  through other comprehensive  income |  |  |  |  |  |  |
| Loans and advances to  customers |  |  |  |  |  |  |
| Loans | Discounted Cash Flows | Credit spread | n.a. | n.a. | (18.61) | — |
| Loans | Discounted Cash Flows | Interest rate curve | 3.4% - 6.5% | 4.95% | (0.17) | 0.17 |
| Loans | Discounted Cash Flows | Margin of a reference portfolio | (1)bps - 1bps | 0bp | (30.36) | 30.36 |
| Loans | Forward estimation | Credit spread | 150bps - 232bps | 150bps | (1.96) | — |
| Loans | Market price | Market price | (5)% - 20% | 0.01% | (4.91) | 1.23 |
| Debt securities |  |  |  |  |  |  |
| Corporate debt | Discounted Cash Flows | Margin of a reference portfolio | (0.01)% - 0.01% | 0.00% | (0.09) | 0.09 |
| Mortgage Letters | Discounted Cash Flows | Mortgage Letters | 1.6% - 5.2% | 3.40% | — | — |
| Equity instruments |  |  |  |  |  |  |
| Equities | Price Based | Price | 90% - 110% | 100.00% | (37.56) | 37.56 |
| Financial liabilities held for  trading |  |  |  |  |  |  |
| Derivatives |  |  |  |  |  |  |
| Cap&Floor | Volatility option model | Volatility | 10% - 90% | 42.20% | (0.11) | 0.07 |
| FX Options | Volatility option model | Volatility | 10% - 90% | 45.30% | (0.03) | 0.02 |
| IRS | Discounted Cash Flows | Inflation Swap Rate | 1% - 99% | 47.12% | (4.77) | 4.24 |
| IRS | Discounted Cash Flows | Credit spread | 34bps - 68bps | 44bps | (4.09) | 1.65 |

A. For each instrument, the valuation technique, the unobservable inputs are shown in the 'Main observable inputs' column under probable scenarios, variation range,

average value and impact resulting from valuing the position in the established maximum and minimum range.

B. The breakdown of impacts is shown by type of instrument and unobservable

inputs.

C. The estimation of the range of variation of the unobservable inputs has been

carried out taking into account plausible movements of said parameters

depending on the type of instrument.

D. Zero impacts from fully hedged or back-to-back transactions have not been

included in this exercise.

Annual report 2025794

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2023 |  |  |  |  |  |  |
| Portfolio/Instrument | Valuation technique | Main unobservable inputs | Range | Weighted  average | Impacts (EUR million) | |
| (Level 3) | Unfavourable  scenario | Favourable  scenario |
| Financial assets held for trading |  |  |  |  |  |  |
| Loans and advances to  customers |  |  |  |  |  |  |
| Repos/Reverse repos | Other | Long-term repo spread | n.a. | n.a. | (0.05) | — |
| Debt securities |  |  |  |  |  |  |
| Corporate debt | Discounted Cash Flows | Credit spread | 0% - 10% | 5.06% | (4.50) | 4.61 |
| Government debt | Discounted Cash Flows | Discount curve | 0% - 8% | 3.99% | (8.07) | 8.02 |
| Derivatives |  |  |  |  |  |  |
| CCS | Forward estimation | Interest rate | (6)bps - 6bps | 0.40bps | (0.90) | 1.03 |
| CDS | Credit default models | Illiquid credit default spread curves | 100bps - 200bps | 149.14bps | (0.14) | 0.14 |
| EQ Options | EQ option pricing model | Volatility | 0% - 70% | 41.25% | (0.48) | 0.69 |
| EQ Options | Local volatility | Volatility | 10% - 90% | 50.00% | (21.54) | 21.54 |
| FX Options | FX option pricing model | Volatility | 0% - 40% | 20.10% | (0.65) | 0.66 |
| Inflation Derivatives | Asset Swap model | Inflation Swap Rate | 2% - 8% | 4.78% | (0.21) | 0.18 |
| IR Options | IR option pricing model | Volatility | 0.0% - 30.0% | 17.34% | (0.16) | 0.22 |
| IRS | Others | Others | 5% - n.a. | n.a. | (4.09) | — |
| IRS | Discounted Cash Flows | Credit spread | 47.8% - 273.4% | 155.36% | (1.91) | 1.74 |
| IRS | Discounted Cash Flows | Swap rate | 1.0% - 99.0% | 49.58% | (2.45) | 2.41 |
| IRS | Forward estimation | Interest rate | (5.2)bps - 5.2bps | 0.09bps | (0.03) | 0.03 |
| IRS | Prepayment modelling | Prepayment rate | 2.5% - 9.0% | 8.92% | — | 0.05 |
| Property derivatives | Option pricing model | Growth rate | (5)% - 5% | 0.00% | (3.39) | 3.39 |
| Securitisation Swap | Discounted Cash Flows | Constant prepayment rates | 10.00% - 90.00% | 50.00% | (0.63) | 0.63 |
| Structured notes | Price based | Price | (10)% - 10% | 0.00% | (1.53) | 1.53 |
| Financial assets designated at  fair value through profit or loss |  |  |  |  |  |  |
| Loans and advances to  customers |  |  |  |  |  |  |
| Loans | Discounted Cash Flows | Credit spreads | 0.1% - 2% | 1.05% | (0.15) | 0.15 |
| Mortgage portfolio | Black Scholes model | Growth rate | (5)% - 5% | 0.00% | (0.24) | 0.24 |
| Debt securities |  |  |  |  |  |  |
| Other debt securities | Others | Inflation Swap Rate | 0% - 8% | 3.96% | (3.63) | 3.55 |

Annual report 2025795

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2023 |  |  |  |  |  |  |
| Portfolio/Instrument | Valuation technique | Main unobservable inputs | Range | Weighted  average | Impacts (EUR million) | |
| (Level 3) | Unfavourable  scenario | Favourable  scenario |
| Non-trading financial assets  mandatorily at fair value  through profit or loss |  |  |  |  |  |  |
| Debt securities |  |  |  |  |  |  |
| Property securities | Probability weighting | Growth rate | (5)% - 5% | 0.00% | (0.24) | 0.24 |
| Equity instruments |  |  |  |  |  |  |
| Equities | Price Based | Price | 90% - 110% | 100.00% | (183.98) | 183.98 |
| Financial assets at fair value  through other comprehensive  income |  |  |  |  |  |  |
| Loans and advances to  customers |  |  |  |  |  |  |
| Loans | Discounted Cash Flows | Credit spread | n.a. | n.a. | (18.61) | — |
| Loans | Discounted Cash Flows | Interest rate curve | 3.4% - 6.5% | 4.95% | (0.17) | 0.17 |
| Loans | Discounted Cash Flows | Margin of a reference portfolio | (1)bp - 1bp | 0bp | (30.36) | 30.36 |
| Loans | Forward estimation | Credit spread | 150.0bps - 232.0bps | 150.00bps | (1.96) | — |
| Loans | Market price | Market price | (5)% - 20% | 0.01% | (4.91) | 1.23 |
| Debt securities |  |  |  |  |  |  |
| Corporate debt | Discounted Cash Flows | Margin of a reference portfolio | (0.01)% - 0.01% | 0.00% | (0.09) | 0.09 |
| Government debt | Discounted Cash Flows | Interest rate | 0% - 2% | 0.99% | — | — |
| Equity instruments |  |  |  |  |  |  |
| Equities | Price Based | Price | 90% - 110% | 100.00% | (37.56) | 37.56 |
| Financial liabilities held for  trading |  |  |  |  |  |  |
| Derivatives |  |  |  |  |  |  |
| Cap&Floor | Volatility option model | Volatility | 10% - 90% | 42.20% | (0.11) | 0.07 |
| CMS | Discounted Cash Flows | Volatility | 10% - 90% | 47.66% | — | — |
| FX Options | Volatility option model | Volatility | 10% - 90% | 45.30% | (0.03) | 0.02 |
| IRS | Discounted Cash Flows | Inflation Swap Rate | 10% - 90% | 39.03% | (4.09) | 1.65 |
| Swaptions | Volatility option model | Volatility | 10% - 90% | 35.55% | (0.21) | 0.10 |

A. For each instrument, the valuation technique, the unobservable inputs are shown in the 'Main observable inputs' column under probable scenarios, variation range,

average value and impact resulting from valuing the position in the established maximum and minimum range.

B. The breakdown of impacts is shown by type of instrument and unobservable inputs.

C. The estimation of the range of variation of the unobservable inputs has been carried out taking into account plausible movements of said parameters depending on the

type of instrument.

D. Zero impacts from fully hedged or back-to-back transactions have not been included in this exercise.

Annual report 2025796

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

2. Movement of financial instruments classified as Level 3

Lastly, the changes in the financial instruments classified as Level 3

in 2025, 2024 and 2023 were as follows:

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | 01/01/2025 |  | Changes | | | | | |  | 31/12/2025 |
| EUR million | Fair value  calculated  using  internal  models  (Level 3) |  | Purchases/  Issuances | Sales/  Settlements | Changes in  fair value  recognised  in profit or  loss | Changes in  fair value  recognised  in equity | Level  reclassifications | Other |  | Fair value  calculated  using  internal  models  (level 3) |
| Financial assets held for trading | 3,930 |  | 5,353 | (2,748) | 57 | — | (9) | (87) |  | 6,496 |
| Central Banks | — |  | 437 | — | 4 | — | — | — |  | 441 |
| Credit entities | 769 |  | 128 | (744) | — | — | — | (1) |  | 152 |
| Customers | 1,801 |  | 4,450 | (1,711) | 52 | — | 2 | (2) |  | 4,592 |
| Debt securities | 413 |  | 110 | (112) | (13) | — | (21) | (37) |  | 340 |
| Trading derivatives | 947 |  | 228 | (181) | 14 | — | 10 | (47) |  | 971 |
| Swaps | 556 |  | 1 | (81) | (30) | — | (21) | 126 |  | 551 |
| Exchange rate options | 2 |  | — | — | 5 | — | 19 | 13 |  | 39 |
| Interest rate options | 30 |  | 6 | — | 1 | — | 20 | (18) |  | 39 |
| Index and securities options | 241 |  | 1 | (41) | 37 | — | (5) | (113) |  | 120 |
| Interest rate futures | — |  | — | (14) | — | — | (6) | 20 |  | — |
| Other | 118 |  | 220 | (45) | 1 | — | 3 | (75) |  | 222 |
| Hedging derivatives (Assets) | 20 |  | — | — | (7) | — | (4) | (2) |  | 7 |
| Swaps | 20 |  | — | — | (7) | — | (4) | (2) |  | 7 |
| Financial assets at fair value  through profit or loss | 106 |  | 33 | (100) | (5) | — | — | — |  | 34 |
| Loans and advances to customers | 20 |  | — | — | (5) | — | — | (1) |  | 14 |
| Debt securities | 86 |  | 33 | (100) | — | — | — | 1 |  | 20 |
| Non-trading financial assets  mandatorily at fair value through  profit or loss | 2,588 |  | 324 | (191) | 360 | — | (266) | 74 |  | 2,889 |
| Customers | 505 |  | — | — | (36) | — | (266) | (32) |  | 171 |
| Debt instruments | 242 |  | 24 | (40) | (27) | — | — | (24) |  | 175 |
| Equity instruments | 1,841 |  | 300 | (151) | 423 | — | — | 130 |  | 2,543 |
| Financial assets at fair value  through other comprehensive  income | 8,675 |  | 7,635 | (6,159) | — | (73) | 57 | (1,074) |  | 9,061 |
| Loans and advances | 7,253 |  | 7,259 | (5,621) | — | (87) | 97 | (999) |  | 7,902 |
| Debt securities | 1,047 |  | 360 | (530) | — | 16 | (40) | 34 |  | 887 |
| Equity instruments | 375 |  | 16 | (8) | — | (2) | — | (109) |  | 272 |
| TOTAL ASSETS | 15,319 |  | 13,345 | (9,198) | 405 | (73) | (222) | (1,089) |  | 18,487 |
| Financial liabilities held for  trading | 934 |  | 160 | (206) | (59) | — | 16 | 19 |  | 864 |
| Trading derivatives | 934 |  | 160 | (206) | (59) | — | 16 | 19 |  | 864 |
| Swaps | 479 |  | 1 | (88) | (90) | — | 19 | 97 |  | 418 |
| Exchange rate options | — |  | — | (1) | 2 | — | 18 | 15 |  | 34 |
| Interest rate options | 79 |  | — | (25) | 17 | — | (3) | 27 |  | 95 |
| Index and securities options | 294 |  | 1 | (83) | 6 | — | (4) | (63) |  | 151 |
| Securities and interest rate  futures | — |  | — | — | — | — | (19) | 19 |  | — |
| Others | 82 |  | 158 | (9) | 6 | — | 5 | (76) |  | 166 |
| Hedging derivatives (Liabilities) | 12 |  | — | (1) | 14 | — | (6) | — |  | 19 |
| Swaps | 12 |  | — | — | 14 | — | (6) | (1) |  | 19 |
| Interest rate options | — |  | — | (1) | — | — | — | 1 |  | — |
| Financial liabilities designated at  fair value through profit or loss | 160 |  | — | (49) | — | — | (111) | — |  | — |
| Liabilities under insurance  contracts | 246 |  | — | — | (19) | — | — | — |  | 227 |
| TOTAL LIABILITIES | 1,352 |  | 160 | (256) | (64) | — | (101) | 19 |  | 1,110 |

Annual report 2025797

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | 01/01/2024 |  | Changes | | | | | |  | 31/12/2024 |
| EUR million | Fair value  calculated  using  internal  models  (level 3) |  | Purchases  /Issuances | Sales/  Settlements | Changes in  fair value  recognized  in profit or  loss | Changes in  fair value  recognized  in equity | Level  reclassifications | Other |  | Fair value  calculated  using  internal  models  (level 3) |
| Financial assets held for trading | 2,086 |  | 3,205 | (813) | 302 | — | (715) | (135) |  | 3,930 |
| Credit entities | — |  | 770 | — | (1) | — | — | — |  | 769 |
| Customers | 24 |  | 1,808 | (24) | (7) | — | — | — |  | 1,801 |
| Debt securities | 914 |  | 355 | (384) | (39) | — | (377) | (56) |  | 413 |
| Equity instruments | 1 |  | — | — | (1) | — | — | — |  | — |
| Trading derivatives | 1,147 |  | 272 | (405) | 350 | — | (338) | (79) |  | 947 |
| Swaps | 577 |  | 184 | (278) | 186 | — | (152) | 39 |  | 556 |
| Exchange rate options | 9 |  | — | (1) | — | — | (6) | — |  | 2 |
| Interest rate options | 153 |  | 13 | (42) | (20) | — | (74) | — |  | 30 |
| Index and securities options | 235 |  | 42 | (44) | 128 | — | (106) | (14) |  | 241 |
| Other | 173 |  | 33 | (40) | 56 | — | — | (104) |  | 118 |
| Hedging derivatives (Assets) | — |  | — | — | 15 | — | (1) | 6 |  | 20 |
| Swaps | — |  | — | — | 15 | — | (1) | 6 |  | 20 |
| Financial assets at fair value  through profit or loss | 181 |  | 417 | (300) | 13 | — | (201) | (4) |  | 106 |
| Loans and advances to customers | 31 |  | — | — | (5) | — | (23) | 17 |  | 20 |
| Debt securities | 150 |  | 417 | (300) | 18 | — | (178) | (21) |  | 86 |
| Non-trading financial assets  mandatorily at fair value through  profit or loss | 2,095 |  | 719 | (349) | 73 | — | 132 | (82) |  | 2,588 |
| Customers | 287 |  | 390 | (128) | (31) | — | 41 | (54) |  | 505 |
| Debt instruments | 313 |  | 4 | (96) | 10 | — | 11 | — |  | 242 |
| Equity instruments | 1,495 |  | 325 | (125) | 94 | — | 80 | (28) |  | 1,841 |
| Financial assets at fair value  through other comprehensive  income | 5,989 |  | 6,707 | (3,781) | — | (136) | 6 | (110) |  | 8,675 |
| Loans and advances | 4,938 |  | 5,962 | (3,685) | — | 43 | — | (5) |  | 7,253 |
| Debt securities | 559 |  | 743 | (81) | — | (74) | 6 | (106) |  | 1,047 |
| Equity instruments | 492 |  | 2 | (15) | — | (105) | — | 1 |  | 375 |
| TOTAL ASSETS | 10,351 |  | 11,048 | (5,243) | 403 | (136) | (779) | (325) |  | 15,319 |
| Financial liabilities held for  trading | 869 |  | 472 | (200) | (95) | — | (266) | 154 |  | 934 |
| Trading derivatives | 869 |  | 472 | (200) | (95) | — | (266) | 154 |  | 934 |
| Swaps | 388 |  | 371 | (20) | (205) | — | (105) | 50 |  | 479 |
| Exchange rate options | 8 |  | — | (5) | — | — | (3) | — |  | — |
| Interest rate options | 139 |  | — | (54) | 3 | — | (10) | 1 |  | 79 |
| Index and securities options | 187 |  | 54 | (14) | 113 | — | (40) | (6) |  | 294 |
| Others | 147 |  | 47 | (107) | (6) | — | (108) | 109 |  | 82 |
| Hedging derivatives (Liabilities) | 6 |  | — | — | — | — | — | 6 |  | 12 |
| Swaps | 6 |  | — | — | — | — | — | 6 |  | 12 |
| Financial liabilities designated at  fair value through profit or loss | 29 |  | 41 | (5) | 1 | — | 94 | — |  | 160 |
| Liabilities under insurance  contracts | 323 |  | — | — | (26) | — | — | (51) |  | 246 |
| TOTAL LIABILITIES | 1,227 |  | 513 | (205) | (120) | — | (172) | 109 |  | 1,352 |

Annual report 2025798

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | 01/01/2023 |  | Changes | | | | | |  | 31/12/2023 |
| EUR million | Fair value  calculated  using  internal  models  (level 3) |  | Purchases/  Issuances | Sales/  Settlements | Changes in  fair value  recognised  in profit or  loss | Changes in  fair value  recognised  in equity | Level  reclassifications | Other |  | Fair value  calculated  using  internal  models  (level 3) |
| Financial assets held for trading | 383 |  | 496 | (149) | 194 | — | 1,162 | — |  | 2,086 |
| Customers | — |  | 23 | — | 1 | — | — | — |  | 24 |
| Debt securities | 42 |  | 126 | (63) | 30 | — | 773 | 6 |  | 914 |
| Equity instruments | 1 |  | — | — | — | — | — | — |  | 1 |
| Trading derivatives | 340 |  | 347 | (86) | 163 | — | 389 | (6) |  | 1,147 |
| Swaps | 139 |  | 90 | (4) | 179 | — | 191 | (18) |  | 577 |
| Exchange rate options | 4 |  | 1 | — | 4 | — | — | — |  | 9 |
| Interest rate options | 39 |  | — | — | 2 | — | 112 | — |  | 153 |
| Index and securities options | 48 |  | 132 | (4) | (20) | — | 76 | 3 |  | 235 |
| Other | 110 |  | 124 | (78) | (2) | — | 10 | 9 |  | 173 |
| Financial assets at fair value  through profit or loss | 427 |  | 51 | — | (21) | — | 22 | (298) |  | 181 |
| Loans and advances to customers | 5 |  | — | — | 4 | — | 22 | — |  | 31 |
| Debt securities | 422 |  | 51 | — | (25) | — | — | (298) |  | 150 |
| Non-trading financial assets  mandatorily at fair value through  profit or loss | 1,833 |  | 345 | (238) | 107 | — | (6) | 54 |  | 2,095 |
| Customers | 239 |  | 99 | (73) | 13 | — | — | 9 |  | 287 |
| Debt securities | 325 |  | 38 | (48) | (5) | — | — | 3 |  | 313 |
| Equity instruments | 1,269 |  | 208 | (117) | 99 | — | (6) | 42 |  | 1,495 |
| Financial assets at fair value  through other comprehensive  income | 5,647 |  | 3,322 | (3,411) | — | (204) | 231 | 404 |  | 5,989 |
| Loans and advances | 4,718 |  | 3,322 | (3,408) | — | 36 | 160 | 110 |  | 4,938 |
| Debt securities | 229 |  | — | — | — | 5 | 71 | 254 |  | 559 |
| Equity instruments | 700 |  | — | (3) | — | (245) | — | 40 |  | 492 |
| TOTAL ASSETS | 8,290 |  | 4,214 | (3,798) | 280 | (204) | 1,409 | 160 |  | 10,351 |
| Financial liabilities held for  trading | 415 |  | 276 | (167) | (118) | — | 476 | (13) |  | 869 |
| Trading derivatives | 415 |  | 276 | (167) | (118) | — | 476 | (13) |  | 869 |
| Swaps | 235 |  | 53 | (83) | (58) | — | 257 | (16) |  | 388 |
| Exchange rate options | — |  | 6 | — | 2 | — | — | — |  | 8 |
| Interest rate options | 19 |  | 4 | (5) | (16) | — | 137 | — |  | 139 |
| Index and securities options | 42 |  | 88 | (13) | (15) | — | 82 | 3 |  | 187 |
| Others | 119 |  | 125 | (66) | (31) | — | — | — |  | 147 |
| Hedging derivatives (Liabilities) | 14 |  | — | — | (3) | — | (5) | — |  | 6 |
| Swaps | 14 |  | — | — | (3) | — | (5) | — |  | 6 |
| Financial liabilities designated at  fair value through profit or loss | 151 |  | 32 | (151) | (3) | — | — | — |  | 29 |
| Liabilities under insurance  contracts | 345 |  | — | — | — | (40) | — | 18 |  | 323 |
| TOTAL LIABILITIES | 925 |  | 308 | (318) | (124) | (40) | 471 | 5 |  | 1,227 |

Annual report 2025799

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

51.

#### Other disclosures

#### a) Residual maturity periods

The detail, by maturity, of the balances of certain items in the

consolidated balance sheet at 31 December  2025 ,  2024  and 2023

is presented below:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | 31 December 2025 | | | | | | |
|  | EUR million | | | | | | |
|  | On demand | Within 3  months | 3 to 12  months | 1 to 3 years | 3 to 5 years | More than 5  years | Total |
| Assets |  |  |  |  |  |  |  |
| Cash, cash balances at Central Banks and other  deposits on demand | 152,281 |  |  |  |  |  | 152,281 |
| Financial assets at fair value through other  comprehensive income | — | 12,721 | 8,593 | 14,012 | 8,315 | 28,690 | 72,331 |
| Debt securities | — | 10,677 | 7,631 | 12,139 | 6,619 | 21,239 | 58,305 |
| Loans and advances | — | 2,044 | 962 | 1,873 | 1,696 | 7,451 | 14,026 |
| Credits institutions | — | — | 111 | 3 | 5 | 1,001 | 1,120 |
| Customers | — | 2,044 | 851 | 1,870 | 1,691 | 6,450 | 12,906 |
| Financial assets  at amortized cost | 40,174 | 213,109 | 173,400 | 208,743 | 163,374 | 403,889 | 1,202,689 |
| Debt securities | — | 8,547 | 9,312 | 25,469 | 17,474 | 79,212 | 140,014 |
| Loans and advances | 40,174 | 204,562 | 164,088 | 183,274 | 145,900 | 324,677 | 1,062,675 |
| Central banks | — | 14,782 | — | — | 1,134 | 70 | 15,986 |
| Credits institutions | 4,577 | 26,620 | 10,564 | 5,594 | 1,198 | 12,960 | 61,513 |
| Customers | 35,597 | 163,160 | 153,524 | 177,680 | 143,568 | 311,647 | 985,176 |
|  | 192,455 | 225,830 | 181,993 | 222,755 | 171,689 | 432,579 | 1,427,301 |
| Liabilities |  |  |  |  |  |  |  |
| Financial liabilities at amortized cost | 700,717 | 271,366 | 147,951 | 132,783 | 72,048 | 96,319 | 1,421,184 |
| Deposits | 688,927 | 223,636 | 96,132 | 37,030 | 9,216 | 17,443 | 1,072,384 |
| Central banks | 857 | 8,550 | 4,615 | 2,892 | — | 1,628 | 18,542 |
| Credit institutions | 6,342 | 34,993 | 11,677 | 12,197 | 1,845 | 7,638 | 74,692 |
| Customer deposits | 681,728 | 180,093 | 79,840 | 21,941 | 7,371 | 8,177 | 979,150 |
| Marketable debt securitiesA | — | 38,875 | 48,971 | 94,735 | 62,275 | 67,848 | 312,704 |
| Other financial liabilities | 11,790 | 8,855 | 2,848 | 1,018 | 557 | 11,028 | 36,096 |
|  | 700,717 | 271,366 | 147,951 | 132,783 | 72,048 | 96,319 | 1,421,184 |
| Difference (assets less liabilities) | (508,262) | (45,536) | 34,042 | 89,972 | 99,641 | 336,260 | 6,117 |

A. Includes promissory notes, certificates of deposit and other short-term debt issues.

See breakdown by type of debt (subordinated debt, senior unsecured debt, senior secured debt, notes and other securities) (see note 22).

Annual report 2025800

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | 31 December 2024 | | | | | | |
|  | EUR million | | | | | | |
|  | On demand | Within 3  months | 3 to 12  months | 1 to 3 years | 3 to 5 years | More than  5 years | Total |
| Assets |  |  |  |  |  |  |  |
| Cash, cash balances at Central Banks and other  deposits on demand | 192,208 | — | — | — | — | — | 192,208 |
| Financial assets at fair value through other  comprehensive income | — | 13,401 | 9,153 | 23,902 | 8,905 | 32,344 | 87,705 |
| Debt securities | — | 11,072 | 8,449 | 22,137 | 7,623 | 27,277 | 76,558 |
| Loans and advances | — | 2,329 | 704 | 1,765 | 1,282 | 5,067 | 11,147 |
| Credits institutions | — | 36 | — | 98 | 6 | 223 | 363 |
| Customers | — | 2,293 | 704 | 1,667 | 1,276 | 4,844 | 10,784 |
| Financial assets  at amortized cost | 41,652 | 208,565 | 167,974 | 220,871 | 176,710 | 387,935 | 1,203,707 |
| Debt securities | — | 9,628 | 14,041 | 17,071 | 22,705 | 57,504 | 120,949 |
| Loans and advances | 41,652 | 198,937 | 153,933 | 203,800 | 154,005 | 330,431 | 1,082,758 |
| Central banks | — | 15,067 | — | — | — | 1,112 | 16,179 |
| Credits institutions | 6,208 | 23,550 | 4,166 | 5,760 | 1,843 | 14,010 | 55,537 |
| Customers | 35,444 | 160,320 | 149,767 | 198,040 | 152,162 | 315,309 | 1,011,042 |
|  | 233,860 | 221,966 | 177,127 | 244,773 | 185,615 | 420,279 | 1,483,620 |
| Liabilities |  |  |  |  |  |  |  |
| Financial liabilities  at amortized cost | 720,659 | 256,651 | 171,362 | 155,620 | 89,229 | 90,801 | 1,484,322 |
| Deposits | 707,418 | 213,220 | 121,914 | 46,431 | 21,510 | 15,946 | 1,126,439 |
| Central banks | 17 | 9,063 | 11,022 | 4,772 | — | 8 | 24,882 |
| Credit institutions | 13,948 | 27,149 | 19,300 | 15,655 | 6,477 | 7,483 | 90,012 |
| Customer deposits | 693,453 | 177,008 | 91,592 | 26,004 | 15,033 | 8,455 | 1,011,545 |
| Marketable debt  securitiesA | — | 35,570 | 47,977 | 100,451 | 60,128 | 73,841 | 317,967 |
| Other financial liabilities | 13,241 | 7,861 | 1,471 | 8,738 | 7,591 | 1,014 | 39,916 |
|  | 720,659 | 256,651 | 171,362 | 155,620 | 89,229 | 90,801 | 1,484,322 |
| Difference (assets less liabilities) | (486,799) | (34,685) | 5,765 | 89,153 | 96,386 | 329,478 | (702) |

A. Includes promissory notes, certificates of deposit and other short-term debt issues.

Annual report 2025801

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | 31 December 2023 | | | | | | |
|  | EUR million | | | | | | |
|  | On demand | Within 3  months | 3 to 12  months | 1 to 3 years | 3 to 5 years | More than  5 years | Total |
| Assets |  |  |  |  |  |  |  |
| Cash, cash balances at Central Banks and other  deposits on demand | 220,342 | — | — | — | — | — | 220,342 |
| Financial assets at fair value through other  comprehensive income | — | 13,544 | 9,234 | 19,372 | 14,162 | 25,235 | 81,547 |
| Debt securities | — | 13,078 | 8,433 | 18,432 | 12,764 | 20,858 | 73,565 |
| Loans and advances | — | 466 | 801 | 940 | 1,398 | 4,377 | 7,982 |
| Customers | — | 466 | 801 | 940 | 1,085 | 4,377 | 7,669 |
| Financial assets  at amortized cost | 40,687 | 202,066 | 171,494 | 232,190 | 158,556 | 386,410 | 1,191,403 |
| Debt securities | — | 12,281 | 14,114 | 18,608 | 11,281 | 47,275 | 103,559 |
| Loans and advances | 40,687 | 189,785 | 157,380 | 213,582 | 147,275 | 339,135 | 1,087,844 |
| Central banks | — | 18,730 | — | — | — | 1,352 | 20,082 |
| Credit institutions | 6,783 | 26,671 | 6,313 | 7,151 | 1,521 | 9,478 | 57,917 |
| Customers | 33,904 | 144,384 | 151,067 | 206,431 | 145,754 | 328,305 | 1,009,845 |
|  | 261,029 | 215,610 | 180,728 | 251,562 | 172,718 | 411,645 | 1,493,292 |
| Liabilities |  |  |  |  |  |  |  |
| Financial liabilities  at amortized cost | 711,093 | 246,898 | 182,516 | 161,784 | 88,527 | 77,885 | 1,468,703 |
| Deposits | 697,339 | 210,538 | 118,035 | 61,332 | 22,161 | 15,903 | 1,125,308 |
| Central banks | 168 | 20,224 | 6,941 | 16,846 | 4,581 | 22 | 48,782 |
| Credit institutions | 6,572 | 25,990 | 21,390 | 13,434 | 5,963 | 7,897 | 81,246 |
| Customer deposits | 690,599 | 164,324 | 89,704 | 31,052 | 11,617 | 7,984 | 995,280 |
| Marketable debt  securitiesA | — | 28,371 | 63,440 | 92,554 | 57,639 | 61,204 | 303,208 |
| Other financial liabilities | 13,754 | 7,989 | 1,041 | 7,898 | 8,727 | 778 | 40,187 |
|  | 711,093 | 246,898 | 182,516 | 161,784 | 88,527 | 77,885 | 1,468,703 |
| Difference (assets less liabilities) | (450,064) | (31,288) | (1,788) | 89,778 | 84,191 | 333,760 | 24,589 |

A. Includes promissory notes, certificates of deposit and other short-term debt issues.

Annual report 2025802

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The detail of the remaining contractual maturities of the existing

financial liabilities at amortised cost at 31 December 2025 , 2024

and 2023 is as follows:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | 31 December 2025 | | | | | | |
|  | EUR million | | | | | | |
|  | On demand | Within 3  months | 3 to 12  months | 1 to 3 years | 3 to 5 years | More than 5  years | Total |
| Financial liabilities at amortized cost |  |  |  |  |  |  |  |
| Deposits | 687,708 | 221,487 | 95,553 | 36,937 | 9,204 | 17,423 | 1,068,312 |
| Central banks | 857 | 8,497 | 4,581 | 2,892 | — | 1,627 | 18,454 |
| Credit institutions | 6,298 | 34,993 | 11,677 | 12,197 | 1,841 | 7,636 | 74,642 |
| Customer | 680,553 | 177,997 | 79,295 | 21,848 | 7,363 | 8,160 | 975,216 |
| Marketable debt securities | — | 37,742 | 47,782 | 93,250 | 62,071 | 66,107 | 306,952 |
| Other financial liabilities | 11,790 | 8,855 | 2,848 | 1,018 | 557 | 11,029 | 36,097 |
|  | 699,498 | 268,084 | 146,183 | 131,205 | 71,832 | 94,559 | 1,411,361 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | 31 December 2024 | | | | | | |
|  | EUR million | | | | | | |
|  | On demand | Within 3  months | 3 to 12  months | 1 to 3 years | 3 to 5 years | More than 5  years | Total |
| Financial liabilities at amortized cost |  |  |  |  |  |  |  |
| Deposits | 699,007 | 207,554 | 117,431 | 43,090 | 19,248 | 15,796 | 1,102,126 |
| Central banks | 17 | 9,082 | 11,026 | 4,772 | — | 7 | 24,904 |
| Credit institutions | 13,634 | 27,170 | 19,258 | 15,674 | 6,482 | 7,462 | 89,680 |
| Customer | 685,356 | 171,302 | 87,147 | 22,644 | 12,766 | 8,327 | 987,542 |
| Marketable debt securities | — | 36,315 | 48,973 | 102,306 | 61,260 | 74,817 | 323,671 |
| Other financial liabilities | 13,241 | 7,861 | 1,471 | 8,738 | 7,591 | 1,014 | 39,916 |
|  | 712,248 | 251,730 | 167,875 | 154,134 | 88,099 | 91,627 | 1,465,713 |

.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | 31 December 2023 | | | | | | |
|  | EUR million | | | | | | |
|  | On demand | Within 3  months | 3 to 12  months | 1 to 3 years | 3 to 5 years | More than 5  years | Total |
| Financial liabilities at amortized cost |  |  |  |  |  |  |  |
| Deposits | 698,595 | 204,001 | 109,311 | 51,191 | 20,761 | 15,585 | 1,099,444 |
| Central banks | 168 | 20,334 | 6,853 | 16,846 | 4,581 | 35 | 48,817 |
| Credit institutions | 6,884 | 25,642 | 21,334 | 13,079 | 5,924 | 7,685 | 80,548 |
| Customer | 691,543 | 158,025 | 81,124 | 21,266 | 10,256 | 7,865 | 970,079 |
| Marketable debt securities | — | 28,258 | 62,935 | 91,492 | 56,944 | 60,166 | 299,795 |
| Other financial liabilities | 13,666 | 8,078 | 1,041 | 7,898 | 8,727 | 777 | 40,187 |
|  | 712,261 | 240,337 | 173,287 | 150,581 | 86,432 | 76,528 | 1,439,426 |

Annual report 2025803

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Below is a breakdown of contractual maturities for the rest of

financial assets and liabilities as of 31 December 2025 , 2024 and

2023:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2025 | | | | | |
|  | EUR million | | | | | |
|  | Within 3  months | 3 to 12  months | 1 to 3  years | 3 to 5  years | More than 5  years | Total |
| FINANCIAL ASSETS |  |  |  |  |  |  |
| Financial assets held for trading | 85,732 | 38,979 | 35,639 | 22,880 | 69,088 | 252,318 |
| Derivatives | 15,579 | 4,967 | 13,348 | 10,446 | 14,015 | 58,355 |
| Equity instruments | — | — | — | — | 22,030 | 22,030 |
| Debt securities | 8,666 | 26,749 | 20,034 | 11,618 | 31,501 | 98,568 |
| Loans and advances | 61,487 | 7,263 | 2,257 | 816 | 1,542 | 73,365 |
| Central banks | 13,143 | 1,181 | 308 | — | — | 14,632 |
| Credits institutions | 22,532 | 2,114 | 1,104 | 213 | 4 | 25,967 |
| Customers | 25,812 | 3,968 | 845 | 603 | 1,538 | 32,766 |
| Financial assets designated at fair value through  profit or loss | 611 | 893 | 1,595 | 819 | 4,128 | 8,046 |
| Debt securities | 333 | 480 | 1,032 | 394 | 655 | 2,894 |
| Loans and advances | 278 | 413 | 563 | 425 | 3,473 | 5,152 |
| Credit institutions | 20 | 1 | 9 | 30 | 353 | 413 |
| Customers | 258 | 412 | 553 | 396 | 3,120 | 4,739 |
| Non-trading financial assets mandatorily at fair  value through profit or loss | 1,091 | 174 | 407 | — | 6,089 | 7,761 |
| Equity instruments |  |  |  |  | 5,815 | 5,815 |
| Debt securities | 34 | 9 | 93 | — | 109 | 245 |
| Loans and advances | 1,057 | 165 | 314 | — | 165 | 1,701 |
| Central banks | — | — | — | — | — | — |
| Credits institutions | — | — | — | — | — | — |
| Customers | 1,057 | 165 | 314 | — | 165 | 1,701 |
| Financial assets at fair value through other  comprehensive income | — | — | — | — | 2,281 | 2,281 |
| Equity instruments | — | — | — | — | 2,281 | 2,281 |
| Hedging derivatives | 1,066 | 293 | 609 | 440 | 1,523 | 3,931 |
| Changes in the fair value of hedged items in  portfolio hedges of interest rate risk | (22) | 63 | (17) | 72 | (46) | 50 |
| TOTAL FINANCIAL ASSETS | 88,478 | 40,402 | 38,233 | 24,211 | 83,063 | 274,387 |

Annual report 2025804

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2025 | | | | | |
|  | EUR million | | | | | |
|  | Within 3  months | 3 to 12  months | 1 to 3  years | 3 to 5  years | More than 5  years | Total |
| FINANCIAL LIABILITIES |  |  |  |  |  |  |
| Financial liabilities held for trading | 131,052 | 5,783 | 14,084 | 10,642 | 9,985 | 171,546 |
| Derivatives | 18,105 | 4,339 | 11,403 | 10,051 | 8,070 | 51,968 |
| Shorts positions | 39,712 | 661 | 1,271 | 478 | 1,893 | 44,015 |
| Deposits | 73,235 | 783 | 1,410 | 113 | 22 | 75,563 |
| Central banks | 12,385 | — | — | — | — | 12,385 |
| Credits institutions | 24,759 | 770 | 1,410 | 113 | 6 | 27,058 |
| Customers | 36,091 | 13 | — | — | 16 | 36,120 |
| Financial liabilities designated at fair value  through profit or loss | 19,717 | 4,015 | 6,934 | 3,849 | 7,633 | 42,148 |
| Deposits | 18,785 | 3,177 | 4,452 | 1,105 | 2,921 | 30,440 |
| Central banks | 3,086 | — | — | — | — | 3,086 |
| Credits institutions | 914 | 23 | 115 | 31 | 341 | 1,424 |
| Customers | 14,785 | 3,154 | 4,337 | 1,074 | 2,580 | 25,930 |
| Marketable debt securitiesA | 910 | 838 | 2,482 | 2,744 | 4,712 | 11,686 |
| Other financial liabilities | 22 | — | — | — | — | 22 |
| Hedging derivatives | 447 | 681 | 735 | 917 | 1,468 | 4,248 |
| Changes in the fair value of hedged items in  portfolio hedges of interest rate risk | (16) | 25 | 4 | 36 | — | 49 |
| TOTAL FINANCIAL LIABILITIES | 151,200 | 10,504 | 21,757 | 15,444 | 19,086 | 217,991 |

A. See breakdown by type of debt (subordinated debt, senior unsecured debt, senior secured debt, promissory notes and other securities) (see note 22).

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2025 | | | | | |
|  | EUR million | | | | | |
|  | Within 3  months | 3 to 12  months | 1 to 3  years | 3 to 5  years | More than 5  years | Total |
| Memorandum items |  |  |  |  |  |  |
| Loans commitment granted | 146,340 | 31,411 | 45,392 | 58,085 | 40,006 | 321,234 |
| Financial guarantees granted | 8,348 | 6,018 | 1,803 | 630 | 650 | 17,449 |
| Other commitments granted | 102,278 | 21,002 | 11,820 | 3,643 | 9,375 | 148,118 |
| MEMORANDUM ITEMS | 256,966 | 58,431 | 59,015 | 62,358 | 50,031 | 486,801 |

In the Group’s experience, no outflows of cash or other financial

assets take place prior to the contractual maturity date that might

affect the information broken down above.

Annual report 2025805

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2024 | | | | | |
|  | EUR million | | | | | |
|  | Within 3  months | 3 to 12  months | 1 to 3  years | 3 to 5  years | More than 5  years | Total |
| FINANCIAL ASSETS |  |  |  |  |  |  |
| Financial assets held for trading | 64,300 | 56,571 | 33,945 | 24,504 | 50,933 | 230,253 |
| Derivatives | 14,231 | 14,504 | 16,676 | 12,384 | 6,305 | 64,100 |
| Equity instruments | — | — | — | — | 16,636 | 16,636 |
| Debt securities | 6,930 | 21,305 | 15,319 | 11,944 | 27,148 | 82,646 |
| Loans and advances | 43,139 | 20,762 | 1,950 | 176 | 844 | 66,871 |
| Central banks | 1,241 | 11,725 | — | — | — | 12,966 |
| Credits institutions | 21,840 | 4,088 | 1,287 | — | 99 | 27,314 |
| Customers | 20,058 | 4,949 | 663 | 176 | 745 | 26,591 |
| Financial assets designated at fair value through  profit or loss | 152 | 750 | 2,421 | 1,075 | 3,517 | 7,915 |
| Debt securities | 95 | 342 | 1,254 | 680 | 526 | 2,897 |
| Loans and advances | 57 | 408 | 1,167 | 395 | 2,991 | 5,018 |
| Central banks | — | — | — | — | — | — |
| Credit institutions | 16 | — | 5 | 34 | 353 | 408 |
| Customers | 41 | 408 | 1,162 | 361 | 2,638 | 4,610 |
| Non-trading financial assets mandatorily at fair  value through profit or loss | 794 | 8 | 29 | 102 | 5,197 | 6,130 |
| Equity instruments | — | — | — | — | 4,641 | 4,641 |
| Debt instruments | 39 | 2 | 3 | 10 | 393 | 447 |
| Loans and advances | 755 | 6 | 26 | 92 | 163 | 1,042 |
| Central banks | — | — | — | — | — | — |
| Credits institutions | — | — | — | — | — | — |
| Customers | 755 | 6 | 26 | 92 | 163 | 1,042 |
| Financial assets at fair value through other  comprehensive income | — | — | — | — | 2,193 | 2,193 |
| Equity instruments | — | — | — | — | 2,193 | 2,193 |
| Hedging derivatives | 1,786 | 1,423 | 957 | 800 | 706 | 5,672 |
| Changes in the fair value of hedged items in  portfolio hedges of interest rate risk | (61) | 18 | (569) | (50) | (42) | (704) |
| TOTAL FINANCIAL ASSETS | 66,971 | 58,770 | 36,783 | 26,431 | 62,504 | 251,459 |

Annual report 2025806

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2024 | | | | | |
|  | EUR million | | | | | |
|  | Within 3  months | 3 to 12  months | 1 to 3  years | 3 to 5  years | More than 5  years | Total |
| FINANCIAL LIABILITIES |  |  |  |  |  |  |
| Financial liabilities held for trading | 100,071 | 16,537 | 14,244 | 12,530 | 8,769 | 152,151 |
| Derivatives | 14,364 | 13,296 | 11,946 | 12,335 | 5,812 | 57,753 |
| Shorts positions | 28,548 | 2,931 | 1,199 | 195 | 2,957 | 35,830 |
| Deposits | 57,159 | 310 | 1,099 | — | — | 58,568 |
| Central banks | 13,300 | — | — | — | — | 13,300 |
| Credits institutions | 24,875 | 310 | 1,099 | — | — | 26,284 |
| Customers | 18,984 | — | — | — | — | 18,984 |
| Financial liabilities designated at fair value  through profit or loss | 16,036 | 6,000 | 6,422 | 1,918 | 5,984 | 36,360 |
| Deposits | 15,193 | 4,860 | 4,037 | 490 | 4,226 | 28,806 |
| Central banks | 1,774 | — | — | — | — | 1,774 |
| Credits institutions | 1,035 | 133 | 15 | 49 | 393 | 1,625 |
| Customers | 12,384 | 4,727 | 4,022 | 441 | 3,833 | 25,407 |
| Marketable debt securitiesA | 843 | 1,140 | 2,385 | 1,428 | 1,758 | 7,554 |
| Hedging derivatives | 832 | 668 | 826 | 814 | 1,612 | 4,752 |
| Changes in the fair value of hedged items in  portfolio hedges of interest rate risk | — | (5) | 13 | 47 | (64) | (9) |
| TOTAL FINANCIAL LIABILITIES | 116,939 | 23,200 | 21,505 | 15,309 | 16,301 | 193,254 |

A. See breakdown by type of debt (subordinated debt, senior unsecured debt, senior secured debt, promissory notes and other securities) (see note 22).

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2024 | | | | | |
|  | EUR million | | | | | |
|  | Within 3  months | 3 to 12  months | 1 to 3  years | 3 to 5  years | More than 5  years | Total |
| Memorandum items |  |  |  |  |  |  |
| Loans commitment granted | 133,084 | 35,747 | 57,157 | 57,285 | 19,588 | 302,861 |
| Financial guarantees granted | 5,103 | 6,803 | 3,691 | 796 | 508 | 16,901 |
| Other commitments granted | 92,172 | 20,681 | 13,197 | 5,032 | 3,411 | 134,493 |
| MEMORANDUM ITEMS | 230,359 | 63,231 | 74,045 | 63,113 | 23,507 | 454,255 |

Annual report 2025807

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2023 | | | | | |
|  | EUR million | | | | | |
|  | Within 3  months | 3 to 12  months | 1 to 3  years | 3 to 5  years | More than 5  years | Total |
| FINANCIAL ASSETS |  |  |  |  |  |  |
| Financial assets held for trading | 36,120 | 49,668 | 30,602 | 17,912 | 42,619 | 176,921 |
| Derivatives | 8,777 | 10,551 | 17,775 | 9,532 | 9,693 | 56,328 |
| Equity instruments | — | — | — | — | 15,057 | 15,057 |
| Debt securities | 7,598 | 18,315 | 10,274 | 8,137 | 17,800 | 62,124 |
| Loans and advances | 19,745 | 20,802 | 2,553 | 243 | 69 | 43,412 |
| Central banks | 1,146 | 16,571 | — | — | — | 17,717 |
| Credits institutions | 10,861 | 2,076 | 1,079 | 45 | — | 14,061 |
| Customers | 7,738 | 2,155 | 1,474 | 198 | 69 | 11,634 |
| Financial assets designated at fair value through  profit or loss | 1,657 | 557 | 2,529 | 1,350 | 3,680 | 9,773 |
| Debt securities | 252 | 77 | 1,269 | 690 | 807 | 3,095 |
| Loans and advances | 1,405 | 480 | 1,260 | 660 | 2,873 | 6,678 |
| Credit institutions | 26 | 22 | 3 | 15 | 393 | 459 |
| Customers | 1,379 | 458 | 1,257 | 645 | 2,480 | 6,219 |
| Non-trading financial assets mandatorily at fair  value through profit or loss | 591 | 153 | 71 | 80 | 5,015 | 5,910 |
| Equity instruments | — | — | — | — | 4,068 | 4,068 |
| Debt instruments | 41 | — | 57 | 3 | 759 | 860 |
| Loans and advances | 550 | 153 | 14 | 77 | 188 | 982 |
| Customers | 550 | 153 | 14 | 77 | 188 | 982 |
| Financial assets at fair value through other  comprehensive income | — | — | — | — | 1,761 | 1,761 |
| Equity instruments | — | — | — | — | 1,761 | 1,761 |
| Hedging derivatives | 1,188 | 412 | 1,535 | 937 | 1,225 | 5,297 |
| Changes in the fair value of hedged items in  portfolio hedges of interest rate risk | (237) | (225) | 156 | (402) | (80) | (788) |
| TOTAL FINANCIAL ASSETS | 39,319 | 50,565 | 34,893 | 19,877 | 54,220 | 198,874 |

Annual report 2025808

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2023 | | | | | |
|  | EUR million | | | | | |
|  | Within 3  months | 3 to 12  months | 1 to 3  years | 3 to 5  years | More than 5  years | Total |
| FINANCIAL LIABILITIES |  |  |  |  |  |  |
| Financial liabilities held for trading | 73,257 | 12,127 | 19,180 | 10,591 | 7,115 | 122,270 |
| Derivatives | 8,147 | 9,486 | 17,990 | 10,060 | 4,906 | 50,589 |
| Shorts positions | 21,381 | 1,288 | 765 | 531 | 2,209 | 26,174 |
| Deposits | 43,729 | 1,353 | 425 | — | — | 45,507 |
| Central banks | 7,808 | — | — | — | — | 7,808 |
| Credits institutions | 17,228 | 209 | 425 | — | — | 17,862 |
| Customers | 18,693 | 1,144 | — | — | — | 19,837 |
| Financial liabilities designated at fair value  through profit or loss | 23,190 | 7,583 | 4,863 | 1,359 | 3,372 | 40,367 |
| Deposits | 22,688 | 6,459 | 3,223 | 338 | 2,288 | 34,996 |
| Central banks | 1,158 | 51 | — | — | — | 1,209 |
| Credits institutions | 1,161 | 57 | 84 | 61 | 372 | 1,735 |
| Customers | 20,369 | 6,351 | 3,139 | 277 | 1,916 | 32,052 |
| Marketable debt securitiesA | 502 | 1,124 | 1,640 | 1,021 | 1,084 | 5,371 |
| Hedging derivatives | 1,525 | 2,064 | 1,577 | 878 | 1,612 | 7,656 |
| Changes in the fair value of hedged items in  portfolio hedges of interest rate risk | (1) | (4) | 36 | (5) | 29 | 55 |
| TOTAL FINANCIAL LIABILITIES | 97,971 | 21,770 | 25,656 | 12,823 | 12,128 | 170,348 |

A. See breakdown by type of debt (subordinated debt, senior unsecured debt, senior secured debt, promissory notes and other securities) (see note 22).

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 31 December 2023 | | | | | |
|  | EUR million | | | | | |
|  | Within 3  months | 3 to 12  months | 1 to 3  years | 3 to 5  years | More than 5  years | Total |
| Memorandum items |  |  |  |  |  |  |
| Loans commitment granted | 125,083 | 31,658 | 55,344 | 47,204 | 20,300 | 279,589 |
| Financial guarantees granted | 7,870 | 4,734 | 1,654 | 686 | 491 | 15,435 |
| Other commitments granted | 81,146 | 17,448 | 9,699 | 3,386 | 1,594 | 113,273 |
| MEMORANDUM ITEMS | 214,099 | 53,840 | 66,697 | 51,276 | 22,385 | 408,297 |

Annual report 2025809

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### b) Equivalent euro value of assets and liabilities

The detail of the main foreign currency balances in the

consolidated balance sheet, based on the nature of the related

items, is as follows:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Equivalent value in EUR million | | | | | | | | |
|  | 2025 | |  | 2024 | |  | 2023 | |
| Assets | Liabilities |  | Assets | Liabilities |  | Assets | Liabilities |
| Cash, cash balances at central banks and other deposits  on demand | 89,186 | — |  | 109,932 | — |  | 114,410 | — |
| Financial assets/liabilities held for trading | 136,499 | 75,272 |  | 130,076 | 76,216 |  | 106,011 | 60,581 |
| Non-trading financial assets mandatorily at fair value  through profit or loss | 3,530 | — |  | 3,208 | — |  | 3,291 | — |
| Other financial assets/liabilities at fair value through  profit or loss | 666 | 14,943 |  | 793 | 13,844 |  | 1,721 | 12,699 |
| Financial assets at fair value through other  comprehensive income | 45,564 | — |  | 60,861 | — |  | 60,516 | — |
| Financial assets at amortized cost | 745,401 | — |  | 777,226 | — |  | 773,504 | — |
| Investments | 1,859 | — |  | 2,103 | — |  | 1,689 | — |
| Tangible assets | 14,437 | — |  | 18,812 | — |  | 20,797 | — |
| Intangible assets | 10,296 | — |  | 12,282 | — |  | 12,772 | — |
| Financial liabilities at amortized cost | — | 854,517 |  | — | 938,844 |  | — | 937,917 |
| Liabilities under insurance contracts | — | 227 |  | — | 261 |  | — | 330 |
| OtherA | 96,469 | 82,901 |  | 25,891 | 22,385 |  | 26,236 | 25,740 |
|  | 1,143,907 | 1,027,860 |  | 1,141,184 | 1,051,550 |  | 1,120,947 | 1,037,267 |

A. Includes the import of the Polish business held for sale.

Annual report 2025810

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### c) Fair value of financial assets and liabilities not

#### measured at fair value

The fair value at year-end of the financial instruments (certain

portfolios of loans and advances and debt securities, on the asset

side, and deposits and debt securities, on the liability side)

registered in the consolidated balance sheet at amortized cost is

presented below:

#### i) Financial assets measured at other than fair value

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | | | | | | | | | | |
|  | 2025 | | | | |  | 2024 | | | | |  | 2023 | | | | |
| Assets | Carrying  amount | Fair value | Level 1 | Level 2 | Level 3 |  | Carrying  amount | Fair  value | Level 1 | Level 2 | Level 3 |  | Carrying  amount | Fair  value | Level 1 | Level 2 | Level 3 |
| Loans and  advances | 1,062,675 | 1,062,981 | — | 113,004 | 949,977 |  | 1,082,758 | 1,073,530 | — | 104,582 | 968,948 |  | 1,087,844 | 1,077,543 | — | 103,414 | 974,129 |
| Debt  securities | 140,014 | 139,242 | 103,120 | 14,100 | 22,022 |  | 120,949 | 119,539 | 87,170 | 13,149 | 19,220 |  | 103,559 | 102,888 | 67,951 | 11,057 | 23,880 |
|  | 1,202,689 | 1,202,223 | 103,120 | 127,104 | 971,999 |  | 1,203,707 | 1,193,069 | 87,170 | 117,731 | 988,168 |  | 1,191,403 | 1,180,431 | 67,951 | 114,471 | 998,009 |

#### ii) Financial liabilities measured at other than fair value

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | | | | | | | | | | |
|  | 2025 | | | | |  | 2024 | | | | |  | 2023 | | | | |
| LiabilitiesA | Carrying  amount | Fair value | Level 1 | Level 2 | Level 3 |  | Carrying  amount | Fair value | Level 1 | Level 2 | Level 3 |  | Carrying  amount | Fair  value | Level 1 | Level 2 | Level 3 |
| Deposits | 1,072,384 | 1,073,147 | — | 235,998 | 837,149 |  | 1,126,439 | 1,125,532 | — | 250,440 | 875,092 |  | 1,125,308 | 1,124,373 | — | 263,428 | 860,945 |
| Debt  securities | 312,704 | 314,173 | 162,382 | 115,597 | 36,194 |  | 317,967 | 317,912 | 170,118 | 112,365 | 35,429 |  | 303,208 | 298,792 | 136,109 | 125,575 | 37,108 |
|  | 1,385,088 | 1,387,320 | 162,382 | 351,595 | 873,343 |  | 1,444,406 | 1,443,444 | 170,118 | 362,805 | 910,521 |  | 1,428,516 | 1,423,165 | 136,109 | 389,003 | 898,053 |

A. At 31 December 2025, Grupo Santander had other financial liabilities that amounted to EUR 36,096 million, EUR  39,916 million in 2024 and EUR 40,187 million in 2023.

The main valuation methods and inputs used in the estimates at

31 December 2025 of the fair values of the financial assets and

liabilities in the foregoing table were as follows:

• Financial assets at amortised cost: the fair value was estimated

using the present value method. The estimates were made

considering factors such as the expected maturity of the

portfolio, market interest rates, spreads on newly approved

transactions or market spreads -when available-.

• Financial liabilities at amortised cost:

i) Deposits: the fair value of  short term  and on demand  deposits

was taken to be their carrying amount. Factors such as the

expected maturity of the transactions and the Group’s current

cost of funding in similar transactions are consider for the

estimation of long term deposits fair value. It had been used also

current rates offered for deposits of similar remaining

maturities.

ii) Marketable debt securities and subordinated liabilities: the fair

value was calculated based on market prices for these

instruments -when available- or by the present value method

using market interest rates and spreads, as well as using any

significant input which is not observable with market data if

applicable.

iii) The fair value of cash, cash balances at central banks and other

deposits on demand was taken to be their carrying amount since

they are mainly short-term balances.

Annual report 2025811

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### d) Offsetting of financial instruments

Following is the detail of financial assets and liabilities that were

offset in the consolidated balance sheets as of 31 December  2025 ,

2024  and  2023:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 31 December 2025 | | |
|  | EUR million | | |
| Assets | Gross amount  of financial  assets | Gross amount of  financial assets  offset in the  balance sheet | Net amount of  financial assets  presented in the  balance sheet |
| Derivatives | 117,733 | (55,447) | 62,286 |
| Reverse  repurchase  agreements | 217,509 | (76,535) | 140,974 |
| Total | 335,242 | (131,982) | 203,260 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 31 December 2024 | | |
|  | EUR million | | |
| Assets | Gross amount  of financial  assets | Gross amount of  financial assets  offset in the  balance sheet | Net amount of  financial assets  presented in the  balance sheet |
| Derivatives | 152,331 | (82,559) | 69,772 |
| Reverse  repurchase  agreements | 189,034 | (67,488) | 121,546 |
| Total | 341,365 | (150,047) | 191,318 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 31 December 2023 | | |
|  | EUR million | | |
| Assets | Gross amount  of financial  assets | Gross amount of  financial assets  offset in the  balance sheet | Net amount of  financial assets  presented in the  balance sheet |
| Derivatives | 149,508 | (87,883) | 61,625 |
| Reverse  repurchase  agreements | 179,580 | (79,500) | 100,080 |
| Total | 329,088 | (167,383) | 161,705 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 31 December 2025 | | |
|  | EUR million | | |
| Liabilities | Gross amount  of financial  liabilities | Gross amount of  financial  liabilities offset  in the balance  sheet | Net amount of  financial  liabilities  presented in the  balance sheet |
| Derivatives | 111,664 | (55,447) | 56,217 |
| Reverse  repurchase  agreements | 246,961 | (76,535) | 170,426 |
| Total | 358,625 | (131,982) | 226,643 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 31 December 2024 | | |
|  | EUR million | | |
| Liabilities | Gross amount  of financial  liabilities | Gross amount of  financial  liabilities offset  in the balance  sheet | Net amount of  financial  liabilities  presented in the  balance sheet |
| Derivatives | 145,064 | (82,559) | 62,505 |
| Reverse  repurchase  agreements | 223,141 | (67,488) | 155,653 |
| Total | 368,205 | (150,047) | 218,158 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 31 December 2023 | | |
|  | EUR million | | |
| Liabilities | Gross amount  of financial  liabilities | Gross amount of  financial  liabilities offset  in the balance  sheet | Net amount of  financial  liabilities  presented in the  balance sheet |
| Derivatives | 146,128 | (87,883) | 58,245 |
| Reverse  repurchase  agreements | 212,840 | (79,500) | 133,340 |
| Total | 358,968 | (167,383) | 191,585 |

At 31 December 2025, Grupo Santander has offset other items

amounting to EUR  632 million (EUR  811 million and EUR  910

million at 31 December 2024 and  2023, respectively).

At 31 December  2025 the balance sheet shows the amounts

EUR 192,621 million (EUR  176,198 million and EUR 151,044

million at 31 December 2024 and  2023) on derivatives and repos

as assets and EUR  220,296 million (EUR 209,121 million and EUR

180,539 million at 31 December  2024 and 2023, respectively) on

derivatives and repos as liabilities that are subject to netting and

collateral arrangements.

Annual report 2025812

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

52.

#### Primary and secondary segments

#### reporting

Grupo Santander bases segment reporting on financial information

presented to the chief operating decision maker, which excludes

certain statutory results items that distort year-on-year

comparisons and are not considered for management reporting.

This financial information (underlying basis) is computed by

adjusting reported results for the effects of certain gains and losses

(e.g. capital gains, write-downs, impairment of goodwill, etc.).

These gains and losses are items that management and investors

ordinarily identify and consider separately to better understand the

underlying trends in the business.

Grupo Santander has aligned the information in this note with the

underlying information used internally for management reporting

and with that presented in Grupo Santander's other public

documents.

Grupo Santander executive committee has been selected to be its

chief operating decision maker. Grupo Santander's operating

segments reflect its organizational and managerial structures.

Grupo Santander 's executive committee reviews internal reporting

based on these segments to assess performance and allocate

resources.

The segments are split by global business and country in which

profits are earned. Santander prepares the information by

aggregating the figures for Grupo Santander’s global businesses

and countries, relating it to both the accounting data of the

business units integrated in each segment and that provided by

management information systems. The same general principles as

those used in Grupo Santander are applied.

The main changes, which have been applied to management

information for all periods included in the annual accounts, relate

to the following:

1. Investment platforms (Investment Platforms Unit) and certain

stakes in companies, mainly in the real estate sector, that were

previously recorded in Retail & Commercial Banking or

Corporate & Investment Banking have been incorporated into

Wealth Management & Insurance. Grupo Santander have

therefore incorporated a new vertical, Portfolio Investments,

focusing on the management of said investment platforms and

stakes that complement Wealth's traditional business.

2. Some profit sharing criteria between Retail & Commercial

Banking and Cards have been improved, aligning criteria across

the Group.

3. Grupo Santander has completed the usual annual adjustment of

the perimeter of the Global Customer Relationship Model

between Retail & Commercial Banking and Corporate &

Investment Banking and between Retail & Commercial Banking

and Wealth Management & Insurance.

4. In secondary segments, the board of directors approved the

dissolution of the regional structures. As a result, the Group will

no longer report regional information and the secondary

segments are structured into the 10 main units (nine countries

and DCB Europe), the Corporate Centre and 'Rest of the Group',

which includes everything that is not already included in the

mentioned units.

The above-mentioned changes have no impact on the Group’s

reported consolidated financial statements.

#### a) Primary segments

This primary level of segmentation, which is based on the Group’s

management structure, comprises  six  reportable segments: five

operating areas plus the Corporate Centre. The operating areas are:

• Retail & Commercial Banking (Retail): area that integrates the

retail banking and commercial banking business (individuals,

SMEs and corporates), except private banking clients and

business originated in the consumer finance and the cards

businesses. Detailed financial information is provided on Spain

(Retail Spain), the UK (Retail UK), Mexico (Retail Mexico) and

Brazil (Retail Brazil), which represent the majority of the total

Retail business.

• Digital Consumer Bank (Consumer): comprises all business

originated in the consumer finance companies, plus Openbank,

Open Digital Services (ODS) and SBNA Consumer. Detailed

financial information is provided on Europe (DCB Europe) and US

(DCB US).

• Corporate & Investment Banking (CIB): this business, which

includes Global Transactional Banking, Global Banking (Global

Debt Finance and Corporate Finance) and Global Markets, offers

products and services on a global scale to corporate and

institutional customers, and collaborates with other global

businesses to better serve our broad customer base.

• Wealth Management & Insurance (Wealth): includes the

corporate unit of Private Banking and International Private

Banking in Miami and Switzerland (Santander Private Banking),

the asset management business (Santander Asset Management),

the insurance business (Santander Insurance) and the unit that

manages the investment platforms and stakes that complement

Wealth's traditional business (the new vertical, Portfolio

Investments).

• Payments: comprises the Group's digital payments solutions,

providing global technology solutions for the banks and new

customers in the open market. It is structured in two businesses:

PagoNxt (Getnet, Ebury and PagoNxt Payments) and Cards (cards

platform and business in the countries where Group operates).

In addition to these operating units, both primary and secondary,

Grupo Santander continues to maintain the area of Corporate

Centre, that includes the centralized activities relating to equity

stakes in financial companies, financial management of the

structural exchange rate position, assumed within the sphere of

Grupo Santander’s assets and liabilities committee, as well as

management of liquidity and of shareholders’ equity via issuances.

As Grupo Santander’s holding entity, this area manages all capital

and reserves and allocations of capital and liquidity with the rest of

businesses. It also incorporates amortization of goodwill but not

the costs related to the Grupo Santander’s central services

(charged to the areas), except for corporate and institutional

expenses related to the Grupo Santander’s functioning.

There are no customers located in any of the areas that generate

income exceeding 10% of Total income.

The main masses of the balance sheets of the different segments,

summarized, are indicated below:

Annual report 2025813

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | |  |
|  | 2025 | | | | | | |
| Balance sheet (condensed) | Retail &  Commercial  Banking | Digital  Consumer  Bank | Corporate &  Investment  Banking | Wealth  Management  & Insurance | Payments | Corporate  Centre | Total |
| Loans and advances to customers | 604,870 | 203,857 | 210,245 | 26,585 | 24,469 | 6,289 | 1,076,315 |
| Customer deposits | 674,133 | 129,946 | 224,981 | 63,964 | 1,415 | 1,387 | 1,095,827 |
| Memorandum items |  |  |  |  |  |  |  |
| Gross loans and advances to  customersA | 600,686 | 211,894 | 151,894 | 26,749 | 26,618 | 6,349 | 1,024,191 |
| Customers funds | 777,742 | 138,999 | 152,903 | 189,870 | 1,415 | 1,387 | 1,262,315 |
| Customer depositsB | 662,388 | 129,909 | 140,438 | 62,888 | 1,415 | 1,387 | 998,425 |
| Investment funds | 115,354 | 9,089 | 12,465 | 126,982 | — | — | 263,889 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | |  |
|  | 2024 | | | | | | |
| Balance sheet (condensed) | Retail &  Commercial  Banking | Digital  Consumer  Bank | Corporate &  Investment  Banking | Wealth  Management  & Insurance | Payments | Corporate  Centre | Total |
| Loans and advances to customers | 608,828 | 207,107 | 184,834 | 24,526 | 22,995 | 5,778 | 1,054,069 |
| Customer deposits | 660,748 | 128,975 | 202,360 | 61,337 | 1,086 | 1,430 | 1,055,936 |
| Memorandum items |  |  |  |  |  |  |  |
| Gross loans and advances to  customersA | 609,372 | 215,164 | 136,697 | 24,691 | 24,768 | 5,853 | 1,016,546 |
| Customers funds | 748,855 | 137,122 | 150,736 | 172,243 | 1,086 | 1,299 | 1,211,342 |
| Customer depositsB | 649,214 | 128,933 | 136,677 | 60,409 | 1,086 | 1,299 | 977,620 |
| Investment funds | 99,641 | 8,189 | 14,059 | 111,833 | — | — | 233,722 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | |  |
|  | 2023 | | | | | | |
| Balance sheet (condensed) | Retail &  Commercial  Banking | Digital  Consumer  Bank | Corporate &  Investment  Banking | Wealth  Management  & Insurance | Payments | Corporate  Centre | Total |
| Loans and advances to customers | 618,113 | 199,158 | 168,960 | 22,509 | 22,045 | 5,565 | 1,036,349 |
| Customer deposits | 666,578 | 115,446 | 203,713 | 58,507 | 1,418 | 1,508 | 1,047,169 |
| Memorandum items |  |  |  |  |  |  |  |
| Gross loans and advances to  customersA | 618,773 | 206,649 | 137,578 | 22,603 | 23,709 | 5,640 | 1,014,951 |
| Customers funds | 725,971 | 120,996 | 169,839 | 157,142 | 1,418 | 1,508 | 1,176,874 |
| Customer depositsB | 638,169 | 114,334 | 155,274 | 57,643 | 1,418 | 1,508 | 968,346 |
| Investment funds | 87,802 | 6,662 | 14,565 | 99,499 | — | — | 208,528 |

A. Excluding reverse repos.

B. Excluding repos.

Note: 'Loans and advances to customers', 'Customer Deposits' and 'Customer funds' figures have been calculated including Poland.

Annual report 2025814

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The condensed income statements for the primary segments are as

follows:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | | |
|  | 2025 | | | | | | |
| Underlying income statement (condensed) | Retail &  Commercial  Banking | Digital  Consumer  Bank | Corporate &  Investment  Banking | Wealth  Management  & Insurance | Payments | Corporate  Centre | Total |
| Net interest incomeA | 26,409 | 11,036 | 4,047 | 1,445 | 2,907 | (490) | 45,354 |
| Net fee income | 4,784 | 1,479 | 2,713 | 1,703 | 3,008 | (27) | 13,661 |
| Gains (losses) on financial transactionsB | 617 | (11) | 1,358 | 512 | 44 | (82) | 2,436 |
| Other operating incomeC | (594) | 511 | 370 | 579 | 55 | 18 | 940 |
| Total income | 31,216 | 13,015 | 8,488 | 4,239 | 6,013 | (581) | 62,390 |
| Administrative expenses, depreciation and  amortisation | (12,314) | (5,287) | (3,866) | (1,497) | (2,360) | (402) | (25,725) |
| Net operating incomeD | 18,902 | 7,728 | 4,622 | 2,742 | 3,654 | (983) | 36,665 |
| Net loan-loss provisionsE | (5,416) | (4,457) | (291) | (22) | (2,027) | (198) | (12,411) |
| Other gains (losses) and provisionsF | (2,320) | (704) | (121) | (7) | (140) | (94) | (3,387) |
| Operating profit/(loss) before tax | 11,167 | 2,566 | 4,210 | 2,713 | 1,486 | (1,275) | 20,867 |
| Tax on profit | (2,812) | (489) | (1,171) | (555) | (503) | 190 | (5,341) |
| Profit from continuing operations | 8,354 | 2,077 | 3,039 | 2,158 | 984 | (1,085) | 15,526 |
| Net profit from discontinued operations | — | — | — | — | — | — | — |
| Consolidated profit | 8,354 | 2,077 | 3,039 | 2,158 | 984 | (1,085) | 15,526 |
| Non-controlling interests | (689) | (336) | (205) | (95) | (101) | — | (1,425) |
| Attributable profit to the parent | 7,666 | 1,741 | 2,834 | 2,063 | 883 | (1,085) | 14,101 |

A. Net interest income includes the net amount of the profit and loss account items 'Interest income' and 'Interest expense'. It is presented this way because it is how it is

presented to the main operational decision maker.

B. Gains (losses) on financial transactions includes the following line items in the statutory income statement, which are presented net for internal reporting and

management reporting purposes: Gain or losses on financial assets and liabilities not measured at fair value through profit or loss, net, Gain or losses on financial assets

and liabilities held for trading, net, Gains or losses on non-trading financial assets and liabilities mandatorily at fair value through profit or loss, net, Gain or losses on

financial assets and liabilities measured at fair value through profit or loss, net, Gain or losses from hedge accounting, net and Exchange differences, net.

C. Other operating income includes the following line items in the statutory income statement, which are presented net for internal reporting and management reporting

purposes: Dividend income; Income from companies accounted for using the equity method, Other operating income, Other operating expenses, Income from assets

under insurance or reinsurance contracts and Expenses from liabilities under insurance or reinsurance contracts.

D. Net Operating Income is used for the Group’s internal reporting and management reporting purposes but is not a line item in the statutory consolidated income

statement.

E. Net loan-loss provisions refers to Impairment or reversal of impairment at financial assets not measured at fair value through profit or loss and net gains and losses from

changes line item in the statutory income statement. Additionally, includes an addition of EUR 47 million mainly corresponding to the results by commitments and

contingent risks includes in the line of the statutory income statement of provisions or reversal of provisions.

F. Other gains (losses) and provisions includes the following line items in the statutory income statement, which are presented net for internal reporting and management

reporting purposes: Provisions or reversal of provisions except an addition EUR 47 million mainly corresponding to the results by commitments and contingent risks;

Impairment of investments in joint ventures and associates, net; Impairment on non-financial assets, net; Gains or losses on non-financial assets, net; Negative goodwill

recognised in results and Gains or losses on non-current assets held for sale not classified as discontinued operations.

Note: 'Loans and advances to customers', 'Customer Deposits' and 'Customer funds' figures have been calculated including Poland.

Annual report 2025815

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | | |
|  | 2024 | | | | | | |
| Underlying income statement (condensed) | Retail &  Commercial  Banking | Digital  Consumer  Bank | Corporate &  Investment  Banking | Wealth  Management  & Insurance | Payments | Corporate  Centre | Total |
| Net interest incomeA | 27,937 | 10,777 | 3,988 | 1,706 | 2,567 | (308) | 46,668 |
| Net fee income | 4,707 | 1,508 | 2,548 | 1,497 | 2,759 | (11) | 13,010 |
| Gains (losses) on financial transactionsB | 738 | (4) | 1,629 | 257 | 61 | (408) | 2,273 |
| Other operating incomeC | (1,008) | 631 | 172 | 343 | 72 | 51 | 261 |
| Total income | 32,374 | 12,912 | 8,338 | 3,803 | 5,459 | (676) | 62,211 |
| Administrative expenses, depreciation and  amortisation | (12,796) | (5,183) | (3,794) | (1,452) | (2,430) | (379) | (26,034) |
| Net operating incomeD | 19,578 | 7,729 | 4,544 | 2,351 | 3,030 | (1,055) | 36,177 |
| Net loan-loss provisionsE | (5,846) | (4,562) | (171) | (44) | (1,714) | 3 | (12,333) |
| Other gains (losses) and provisionsF | (2,875) | (939) | (354) | (23) | (360) | (265) | (4,816) |
| Operating profit/(loss) before tax | 10,857 | 2,228 | 4,019 | 2,284 | 955 | (1,317) | 19,027 |
| Tax on profit | (3,088) | (294) | (1,068) | (534) | (462) | 162 | (5,284) |
| Profit from continuing operations | 7,769 | 1,934 | 2,951 | 1,750 | 493 | (1,155) | 13,744 |
| Net profit from discontinued operations | — | — | — | — | — | — | — |
| Consolidated profit | 7,769 | 1,934 | 2,951 | 1,750 | 493 | (1,155) | 13,744 |
| Non-controlling interests | (522) | (275) | (204) | (79) | (90) | 1 | (1,169) |
| Attributable profit to the parent | 7,247 | 1,659 | 2,747 | 1,671 | 404 | (1,154) | 12,574 |

A. Net interest income includes the net amount of the profit and loss account items 'Interest income' and 'Interest expense'. It is presented this way because it is how it is

presented to the main operational decision maker.

B. Gains (losses) on financial transactions includes the following line items in the statutory income statement, which are presented net for internal reporting and

management reporting purposes: Gain or losses on financial assets and liabilities not measured at fair value through profit or loss, net, Gain or losses on financial assets

and liabilities held for trading, net, Gains or losses on non-trading financial assets and liabilities mandatorily at fair value through profit or loss, net, Gain or losses on

financial assets and liabilities measured at fair value through profit or loss, net, Gain or losses from hedge accounting, net and Exchange differences, net.

C. Other operating income includes the following line items in the statutory income statement, which are presented net for internal reporting and management reporting

purposes: Dividend income; Income from companies accounted for using the equity method, Other operating income, Other operating expenses, Income from assets

under insurance or reinsurance contracts and Expenses from liabilities under insurance or reinsurance contracts.

D. 'Net Operating Income is used for the Group’s internal reporting and management reporting purposes but is not a line item in the statutory consolidated income

statement.

E. 'Net Loan loss provisions' refers to Impairment or reversal of impairment at financial assets not measured at fair value through profit or loss and net gains and losses from

changes line item in the statutory income statement. Additionally, includes an addition of EUR 41 million  mainly corresponding to the results by commitments and

contingent risks includes in the line of the statutory income statement of provisions or reversal of provisions.

F. Other gains (losses) and provisions includes the following line items in the statutory income statement, which are presented net for internal reporting and management

reporting purposes: Provisions or reversal of provisions except an addition of EUR 41 million  mainly corresponding to the results by commitments and contingent risks;

Impairment of investments in joint ventures and associates, net; Impairment on non-financial assets, net; Gains or losses on non-financial assets, net; Negative goodwill

recognised in results and Gains or losses on non-current assets held for sale not classified as discontinued operations.

Annual report 2025816

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | | |
|  | 2023 | | | | | | |
| Underlying income statement (condensed) | Retail &  Commercial  Banking | Digital  Consumer  Bank | Corporate &  Investment  Banking | Wealth  Management  & Insurance | Payments | Corporate  Centre | Total |
| Net interest incomeA | 25,550 | 10,221 | 3,594 | 1,513 | 2,424 | (41) | 43,261 |
| Net fee income | 4,497 | 1,229 | 2,131 | 1,262 | 2,952 | (13) | 12,057 |
| Gains (losses) on financial transactionsB | 854 | 116 | 1,795 | 170 | 1 | (302) | 2,633 |
| Other operating incomeC | (1,146) | 730 | 7 | 266 | (79) | (83) | (304) |
| Total income | 29,754 | 12,296 | 7,527 | 3,210 | 5,298 | (439) | 57,647 |
| Administrative expenses, depreciation and  amortisation | (12,825) | (5,263) | (3,387) | (1,216) | (2,344) | (391) | (25,425) |
| Net operating incomeD | 16,930 | 7,033 | 4,140 | 1,994 | 2,954 | (829) | 32,222 |
| Net loan-loss provisionsE | (6,540) | (4,106) | (165) | 17 | (1,666) | 2 | (12,458) |
| Other gains (losses) and provisionsF | (2,401) | (250) | (181) | (18) | (84) | (134) | (3,066) |
| Operating profit/(loss) before tax | 7,989 | 2,677 | 3,795 | 1,994 | 1,205 | (961) | 16,698 |
| Tax on profit | (1,927) | (426) | (1,137) | (454) | (509) | (36) | (4,489) |
| Profit from continuing operations | 6,062 | 2,251 | 2,658 | 1,540 | 696 | (998) | 12,209 |
| Net profit from discontinued operations | — | — | — | — | — | — | — |
| Consolidated profit | 6,062 | 2,251 | 2,658 | 1,540 | 696 | (998) | 12,209 |
| Non-controlling interests | (403) | (350) | (219) | (73) | (89) | — | (1,133) |
| Attributable profit to the parent | 5,659 | 1,901 | 2,440 | 1,467 | 607 | (998) | 11,076 |

A. Net interest income includes the net amount of the profit and loss account items 'Interest income' and 'Interest expense'. It is presented this way because it is how it is

presented to the main operational decision maker.

B. Gains (losses) on financial transactions includes the following line items in the statutory income statement, which are presented net for internal reporting and

management reporting purposes: Gain or losses on financial assets and liabilities not measured at fair value through profit or loss, net, Gain or losses on financial assets

and liabilities held for trading, net, Gains or losses on non-trading financial assets and liabilities mandatorily at fair value through profit or loss, net, Gain or losses on

financial assets and liabilities measured at fair value through profit or loss, net, Gain or losses from hedge accounting, net and Exchange differences, net.

C. Other operating income includes the following line items in the statutory income statement, which are presented net for internal reporting and management reporting

purposes: Dividend income; Income from companies accounted for using the equity method, Other operating income, Other operating expenses, Income from assets

under insurance or reinsurance contracts and Expenses from liabilities under insurance or reinsurance contracts.

D. Net Operating Income is used for the Group’s internal reporting and management reporting purposes but is not a line item in the statutory consolidated income

statement.

E. Net loan-loss provisions refers to Impairment or reversal of impairment at financial assets not measured at fair value through profit or loss and net gains and losses from

changes line item in the statutory income statement. Additionally, includes a release of EUR 24 million mainly corresponding to the results by commitments and

contingent risks includes in the line of the statutory income statement of provisions or reversal of provisions.

F. Other gains (losses) and provisions includes the following line items in the statutory income statement, which are presented net for internal reporting and management

reporting purposes: Provisions or reversal of provisions except a release of EUR 24 million mainly corresponding to the results by commitments and contingent risks;

Impairment of investments in joint ventures and associates, net; Impairment on non-financial assets, net; Gains or losses on non-financial assets, net; Negative goodwill

recognised in results and Gains or losses on non-current assets held for sale not classified as discontinued operations.

Annual report 2025817

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### b) Secondary segments

Grupo Santander proceeded to the dissolution of the regional

management structures at the beginning of 2025, including at this

secondary level the main geographical units. Detailed financial

information is provided on Spain, the UK, Portugal, Poland, DCB

Europe, which includes Santander Consumer Finance (the entire

consumer finance business in Europe), Openbank in Europe and

ODS, the US, which includes the holding company (SHUSA) and the

businesses of Santander Bank (SBNA), Santander Consumer USA

(SC USA), the specialized business unit Banco Santander

International, the New York branch and Santander US Capital

Markets (SanCap), Mexico, Brazil, Chile and Argentina. Information

is also provided on the Corporate Centre and 'Rest of the Group',

which brings together everything that is not included in the

aforementioned geographical units or the Corporate Centre.

With regard to the balance sheet, due to the required segregation

of the various business units (included in a single consolidated

balance sheet), the amounts lent and borrowed between the units

are shown as increases in the assets and liabilities of each

business. These amounts relating to intra-Group liquidity are

eliminated and are shown in the Intra-Group eliminations column

in the table below in order to reconcile the amounts contributed by

each business unit to the consolidated Grupo Santander's balance

sheet.

There are no customers located in a place different from the

location of the Group's assets that generate revenues in excess of

10% of ordinary revenues.

The main masses of the balance sheets of the different secondary

segments, summarized, are indicated below:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | | |
|  | 2025 | | | | | | |
| Balance sheet (condensed) | Spain | United  Kingdom | Portugal | Poland | DCB Europe | United States | Mexico |
| Loans and advances to  customers | 264,950 | 242,624 | 41,260 | 40,203 | 139,322 | 132,659 | 48,083 |
| Customer deposits | 354,943 | 225,708 | 40,576 | 54,627 | 82,359 | 122,000 | 55,595 |
| Memorandum items |  |  |  |  |  |  |  |
| Gross loans and advances to  customersA | 237,385 | 228,273 | 41,980 | 40,913 | 142,477 | 108,950 | 49,442 |
| Customers funds | 429,464 | 227,159 | 46,201 | 62,518 | 87,559 | 103,178 | 68,201 |
| Customer depositsB | 322,070 | 219,440 | 40,576 | 54,017 | 82,359 | 87,686 | 45,498 |
| Investment funds | 107,394 | 7,719 | 5,625 | 8,501 | 5,200 | 15,492 | 22,703 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | | | |
|  | 2025 | | | | | |
| Balance sheet (condensed) | Brazil | Chile | Argentine | Corporate  Center | Rest of the  Group | Total |
| Loans and advances to customers | 87,653 | 39,924 | 8,032 | 6,289 | 25,316 | 1,076,315 |
| Customer deposits | 92,256 | 29,503 | 9,959 | 1,387 | 26,913 | 1,095,827 |
| Memorandum items |  |  |  |  |  |  |
| Gross loans and advances to  customersA | 93,030 | 40,986 | 8,611 | 6,349 | 25,795 | 1,024,191 |
| Customers funds | 132,581 | 42,256 | 15,893 | 1,387 | 45,917 | 1,262,315 |
| Customer depositsB | 80,449 | 28,293 | 9,959 | 1,387 | 26,691 | 998,425 |
| Investment funds | 52,132 | 13,963 | 5,934 | — | 19,226 | 263,889 |

Annual report 2025818

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | | |
|  | 2024 | | | | | | |
| Balance sheet (condensed) | Spain | United  Kingdom | Portugal | Poland | DCB Europe | United States | Mexico |
| Loans and advances to  customers | 246,897 | 246,453 | 38,410 | 38,042 | 137,038 | 134,856 | 45,054 |
| Customer deposits | 323,425 | 230,408 | 38,304 | 50,331 | 81,376 | 125,403 | 49,836 |
| Memorandum items |  |  |  |  |  |  |  |
| Gross loans and advances to  customersA | 225,759 | 236,496 | 39,143 | 38,729 | 139,927 | 117,511 | 44,715 |
| Customers funds | 399,998 | 230,478 | 43,186 | 56,581 | 85,876 | 108,247 | 61,160 |
| Customer depositsB | 306,389 | 222,835 | 38,304 | 50,086 | 81,376 | 93,545 | 41,528 |
| Investment funds | 93,609 | 7,643 | 4,882 | 6,495 | 4,500 | 14,702 | 19,632 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | | | |
|  | 2024 | | | | | |
| Balance sheet (condensed) | Brazil | Chile | Argentine | Corporate  Center | Rest of the  Group | Total |
| Loans and advances to customers | 88,620 | 40,332 | 7,684 | 5,778 | 24,906 | 1,054,069 |
| Customer deposits | 93,994 | 30,181 | 11,293 | 1,430 | 19,955 | 1,055,936 |
| Memorandum items |  |  |  |  |  |  |
| Gross loans and advances to  customersA | 93,785 | 41,405 | 7,938 | 5,853 | 25,285 | 1,016,546 |
| Customers funds | 129,881 | 43,384 | 17,047 | 1,299 | 34,205 | 1,211,342 |
| Customer depositsB | 81,378 | 30,060 | 11,293 | 1,299 | 19,527 | 977,620 |
| Investment funds | 48,503 | 13,324 | 5,754 | — | 14,678 | 233,722 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | | |
|  | 2023 | | | | | | |
| Balance sheet (condensed) | Spain | United  Kingdom | Portugal | Poland | DCB Europe | United States | Mexico |
| Loans and advances to  customers | 239,214 | 245,743 | 36,864 | 33,850 | 132,692 | 126,843 | 47,905 |
| Customer deposits | 324,099 | 233,453 | 36,366 | 44,500 | 69,334 | 121,782 | 53,703 |
| Memorandum items |  |  |  |  |  |  |  |
| Gross loans and advances to  customersA | 229,803 | 235,111 | 37,658 | 34,729 | 135,202 | 112,671 | 48,688 |
| Customers funds | 386,810 | 231,668 | 40,618 | 49,371 | 72,963 | 108,061 | 62,775 |
| Customer depositsB | 308,745 | 224,396 | 36,366 | 44,462 | 69,334 | 95,697 | 45,693 |
| Investment funds | 78,065 | 7,272 | 4,252 | 4,909 | 3,629 | 12,364 | 17,082 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | | | |
|  | 2023 | | | | | |
| Balance sheet (condensed) | Brazil | Chile | Argentine | Corporate  Center | Rest of the  Group | Total |
| Loans and advances to customers | 96,399 | 42,616 | 3,767 | 5,565 | 24,890 | 1,036,349 |
| Customer deposits | 110,162 | 29,578 | 6,478 | 1,508 | 16,206 | 1,047,169 |
| Memorandum items |  |  |  |  |  |  |
| Gross loans and advances to  customersA | 102,583 | 43,823 | 3,878 | 5,640 | 25,165 | 1,014,951 |
| Customers funds | 145,044 | 40,098 | 10,288 | 1,508 | 27,670 | 1,176,874 |
| Customer depositsB | 90,297 | 29,337 | 6,478 | 1,508 | 16,033 | 968,346 |
| Investment funds | 54,747 | 10,761 | 3,810 | — | 11,637 | 208,528 |

A. Excluding reverse repos.

B. Excluding repos.

Annual report 2025819

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The condensed income statements are as follows:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | |  |
|  | 2025 | | | | | |  |
| Underlying income statement  (condensed) | Spain | United  Kingdom | Portugal | Poland | DCB Europe | United States | Mexico |
| Net interest incomeA | 7,305 | 5,008 | 1,346 | 2,953 | 4,685 | 5,888 | 4,554 |
| Net fee income | 3,022 | 369 | 506 | 733 | 804 | 1,328 | 1,454 |
| Gains (losses) on financial  transactionsB | 841 | (100) | 70 | 82 | (39) | 547 | 427 |
| Other operating incomeC | 822 | 3 | 37 | (44) | 475 | 166 | (130) |
| Total income | 11,990 | 5,280 | 1,959 | 3,724 | 5,925 | 7,929 | 6,305 |
| Administrative expenses, depreciation  and amortisation | (4,284) | (2,771) | (548) | (1,036) | (2,611) | (3,812) | (2,620) |
| Net operating incomeD | 7,706 | 2,509 | 1,411 | 2,687 | 3,314 | 4,116 | 3,685 |
| Net loan-loss provisionsE | (1,142) | (177) | 8 | (283) | (1,363) | (2,244) | (1,239) |
| Other gains (losses) and provisionsF | (482) | (539) | (2) | (473) | (554) | (124) | (110) |
| Operating profit/(loss) before tax | 6,083 | 1,794 | 1,417 | 1,930 | 1,398 | 1,748 | 2,336 |
| Tax on profit | (1,811) | (486) | (405) | (402) | (322) | (207) | (627) |
| Profit/(loss) from continuing  operations | 4,272 | 1,307 | 1,011 | 1,528 | 1,076 | 1,541 | 1,709 |
| Net profit/(loss) from discontinued  operations | — | — | — | — | — | — | — |
| Consolidated profit/(loss) | 4,272 | 1,307 | 1,011 | 1,528 | 1,076 | 1,541 | 1,709 |
| Non-controlling interests | — | — | (2) | (580) | (304) | — | (4) |
| Attributable profit/(loss) to the  parent | 4,272 | 1,307 | 1,010 | 949 | 772 | 1,541 | 1,705 |

Annual report 2025820

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | | | |
|  | 2025 | | | | | |
| Underlying income statement  (condensed) | Brazil | Chile | Argentina | Corporate  Centre | Rest of the  Group | Total Group |
| Net interest incomeA | 9,380 | 1,917 | 1,727 | (490) | 1,081 | 45,354 |
| Net fee income | 3,193 | 582 | 788 | (27) | 908 | 13,661 |
| Gains (losses) on financial  transactionsB | (64) | 230 | 229 | (82) | 295 | 2,436 |
| Other operating incomeC | 93 | (15) | (509) | 18 | 24 | 940 |
| Total income | 12,602 | 2,714 | 2,235 | (581) | 2,308 | 62,390 |
| Administrative expenses, depreciation  and amortisation | (4,109) | (912) | (964) | (402) | (1,656) | (25,725) |
| Net operating incomeD | 8,493 | 1,802 | 1,271 | (983) | 654 | 36,665 |
| Net loan-loss provisionsE | (4,409) | (531) | (574) | (198) | (259) | (12,411) |
| Other gains (losses) and provisionsF | (859) | (39) | (46) | (94) | (65) | (3,387) |
| Operating profit/(loss) before tax | 3,224 | 1,232 | 650 | (1,275) | 330 | 20,867 |
| Tax on profit | (836) | (189) | (216) | 190 | (30) | (5,341) |
| Profit/(loss) from continuing  operations | 2,388 | 1,043 | 434 | (1,085) | 302 | 15,526 |
| Net profit/(loss) from discontinued  operations | — | — | — | — | — | — |
| Consolidated profit/(loss) | 2,388 | 1,043 | 434 | (1,085) | 302 | 15,526 |
| Non-controlling interests | (220) | (314) | (1) | — | — | (1,425) |
| Attributable profit/(loss) to the  parent | 2,168 | 729 | 433 | (1,085) | 300 | 14,101 |

A. Net interest income includes the net amount of the profit and loss account items 'Interest income' and 'Interest expense'. It is presented this way because it is how it is

presented to the main operational decision maker.

B. Gains (losses) on financial transactions includes the following line items in the statutory income statement, which are presented net for internal reporting and

management reporting purposes: Gain or losses on financial assets and liabilities not measured at fair value through profit or loss, net, Gain or losses on financial assets

and liabilities held for trading, net, Gains or losses on non-trading financial assets and liabilities mandatorily at fair value through profit or loss, net, Gain or losses on

financial assets and liabilities measured at fair value through profit or loss, net, Gain or losses from hedge accounting, net and Exchange differences, net.

C. Other operating income includes the following line items in the statutory income statement, which are presented net for internal reporting and management reporting

purposes: Dividend income; Income from companies accounted for using the equity method, Other operating income, Other operating expenses, Income from assets

under insurance or reinsurance contracts and Expenses from liabilities under insurance or reinsurance contracts.

D. Net Operating Income is used for the Group’s internal reporting and management reporting purposes but is not a line item in the statutory consolidated income

statement.

E. Net loan-loss provisions refers to Impairment or reversal of impairment at financial assets not measured at fair value through profit or loss and net gains and losses from

changes line item in the statutory income statement. Additionally, includes an addition of EUR 47 million mainly corresponding to the results by commitments and

contingent risks included in the line provisions or reversal of provisions, net of the statutory income statement.

F. Other gains (losses) and provisions includes the following line items in the statutory income statement, which are presented net for internal reporting and management

reporting purposes: Provisions or reversal of provisions except an addition of EUR 47 million mainly corresponding to the results by commitments and contingent risks;

Impairment of investments in joint ventures and associates, net; Impairment on non-financial assets, net; Gains or losses on non-financial assets, net; Negative goodwill

recognized in results and Gains or losses on non-current assets held for sale not classified as discontinued operations.

Annual report 2025821

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | |  |
|  | 2024 | | | | | |  |
| Underlying income statement  (condensed) | Spain | United  Kingdom | Portugal | Poland | DCB Europe | United States | Mexico |
| Net interest incomeA | 7,256 | 4,950 | 1,548 | 2,844 | 4,361 | 5,693 | 4,631 |
| Net fee income | 2,867 | 283 | 467 | 674 | 902 | 1,152 | 1,385 |
| Gains (losses) on financial  transactionsB | 1,100 | (18) | 45 | 57 | (24) | 371 | 396 |
| Other operating incomeC | 751 | 1 | 40 | (20) | 440 | 364 | (134) |
| Total income | 11,974 | 5,216 | 2,100 | 3,555 | 5,679 | 7,580 | 6,278 |
| Administrative expenses, depreciation  and amortisation | (4,271) | (2,918) | (548) | (965) | (2,604) | (3,830) | (2,665) |
| Net operating incomeD | 7,703 | 2,299 | 1,553 | 2,591 | 3,075 | 3,750 | 3,613 |
| Net loan-loss provisionsE | (1,259) | (64) | (11) | (511) | (1,209) | (2,507) | (1,277) |
| Other gains (losses) and provisionsF | (1,003) | (441) | (61) | (429) | (735) | (190) | (62) |
| Operating profit/(loss) before tax | 5,440 | 1,794 | 1,481 | 1,650 | 1,131 | 1,053 | 2,274 |
| Tax on profit | (1,678) | (488) | (478) | (431) | (255) | 56 | (598) |
| Profit/(loss) from continuing  operations | 3,763 | 1,306 | 1,003 | 1,219 | 876 | 1,109 | 1,676 |
| Net profit/(loss) from discontinued  operations | — | — | — | — | — | — | — |
| Consolidated profit/(loss) | 3,763 | 1,306 | 1,003 | 1,219 | 876 | 1,109 | 1,676 |
| Non-controlling interests | — | — | (2) | (419) | (234) | — | (5) |
| Attributable profit/(loss) to the  parent | 3,762 | 1,306 | 1,001 | 800 | 642 | 1,109 | 1,671 |

Annual report 2025822

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | | | |
|  | 2024 | | | | | |
| Underlying income statement  (condensed) | Brazil | Chile | Argentina | Corporate  Centre | Rest of the  Group | Total Group |
| Net interest incomeA | 10,121 | 1,822 | 2,919 | (308) | 831 | 46,668 |
| Net fee income | 3,414 | 551 | 602 | (11) | 723 | 13,010 |
| Gains (losses) on financial  transactionsB | (37) | 238 | 229 | (408) | 324 | 2,273 |
| Other operating incomeC | 38 | (19) | (1,263) | 51 | 12 | 261 |
| Total income | 13,536 | 2,592 | 2,487 | (676) | 1,890 | 62,211 |
| Administrative expenses, depreciation  and amortisation | (4,352) | (933) | (1,022) | (379) | (1,547) | (26,034) |
| Net operating incomeD | 9,184 | 1,659 | 1,465 | (1,055) | 340 | 36,177 |
| Net loan-loss provisionsE | (4,487) | (497) | (284) | 3 | (230) | (12,333) |
| Other gains (losses) and provisionsF | (867) | (51) | (353) | (265) | (359) | (4,816) |
| Operating profit/(loss) before tax | 3,830 | 1,111 | 827 | (1,317) | (247) | 19,027 |
| Tax on profit | (1,165) | (211) | (161) | 162 | (37) | (5,284) |
| Profit/(loss) from continuing  operations | 2,665 | 899 | 666 | (1,155) | (283) | 13,744 |
| Net profit/(loss) from discontinued  operations | — | — | — | — | — | — |
| Consolidated profit/(loss) | 2,665 | 899 | 666 | (1,155) | (283) | 13,744 |
| Non-controlling interests | (243) | (271) | (1) | 1 | 5 | (1,169) |
| Attributable profit/(loss) to the  parent | 2,422 | 629 | 665 | (1,154) | (279) | 12,574 |

A. Net interest income includes the net amount of the profit and loss account items 'Interest income' and 'Interest expense'. It is presented this way because it is how it is

presented to the main operational decision maker.

B. Gains (losses) on financial transactions includes the following line items in the statutory income statement, which are presented net for internal reporting and

management reporting purposes: Gain or losses on financial assets and liabilities not measured at fair value through profit or loss, net, Gain or losses on financial assets

and liabilities held for trading, net, Gains or losses on non-trading financial assets and liabilities mandatorily at fair value through profit or loss, net, Gain or losses on

financial assets and liabilities measured at fair value through profit or loss, net, Gain or losses from hedge accounting, net and Exchange differences, net.

C. Other operating income includes the following line items in the statutory income statement, which are presented net for internal reporting and management reporting

purposes: Dividend income; Income from companies accounted for using the equity method, Other operating income, Other operating expenses, Income from assets

under insurance or reinsurance contracts and Expenses from liabilities under insurance or reinsurance contracts.

D. Net Operating Income is used for the Group’s internal reporting and management reporting purposes but is not a line item in the statutory consolidated income

statement.

E. Net loan-loss provisions refers to Impairment or reversal of impairment at financial assets not measured at fair value through profit or loss and net gains and losses from

changes line item in the statutory income statement. Additionally, includes an addition of EUR 41 million mainly corresponding to the results by commitments and

contingent risks included in the line provisions or reversal of provisions, net of the statutory income statement.

F. Other gains (losses) and provisions includes the following line items in the statutory income statement, which are presented net for internal reporting and management

reporting purposes: Provisions or reversal of provisions except an addition of EUR 41 million mainly corresponding to the results by commitments and contingent risks;

Impairment of investments in joint ventures and associates, net; Impairment on non-financial assets, net; Gains or losses on non-financial assets, net; Negative goodwill

recognized in results and Gains or losses on non-current assets held for sale not classified as discontinued operations.

Annual report 2025823

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million | | | | | | |  |
|  | 2023 | | | | | |  |
| Underlying income statement  (condensed) | Spain | United  Kingdom | Portugal | Poland | DCB Europe | United States | Mexico |
| Net interest incomeA | 6,641 | 5,152 | 1,465 | 2,543 | 4,193 | 5,742 | 4,408 |
| Net fee income | 2,699 | 338 | 464 | 589 | 796 | 766 | 1,374 |
| Gains (losses) on financial  transactionsB | 688 | 29 | 33 | 67 | 117 | 294 | 211 |
| Other operating incomeC | 104 | 6 | 20 | (17) | 396 | 407 | (94) |
| Total income | 10,132 | 5,525 | 1,982 | 3,182 | 5,502 | 7,209 | 5,899 |
| Administrative expenses, depreciation  and amortisation | (4,227) | (2,745) | (542) | (862) | (2,618) | (3,679) | (2,588) |
| Net operating incomeD | 5,905 | 2,779 | 1,440 | 2,320 | 2,884 | 3,531 | 3,311 |
| Net loan-loss provisionsE | (1,522) | (247) | (77) | (674) | (792) | (2,593) | (1,135) |
| Other gains (losses) and provisionsF | (984) | (425) | (49) | (253) | (72) | (74) | (57) |
| Operating profit/(loss) before tax | 3,399 | 2,107 | 1,314 | 1,392 | 2,019 | 863 | 2,119 |
| Tax on profit | (1,029) | (563) | (416) | (377) | (493) | 69 | (541) |
| Profit/(loss) from continuing  operations | 2,371 | 1,545 | 898 | 1,015 | 1,526 | 932 | 1,577 |
| Net profit/(loss) from discontinued  operations | — | — | — | — | — | — | — |
| Consolidated profit/(loss) | 2,371 | 1,545 | 898 | 1,015 | 1,526 | 932 | 1,577 |
| Non-controlling interests | — | — | (2) | (342) | (327) | — | (17) |
| Attributable profit/(loss) to the  parent | 2,371 | 1,545 | 896 | 674 | 1,199 | 932 | 1,560 |

Annual report 2025824

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | | | |
|  | 2023 | | | | | |
| Underlying income statement  (condensed) | Brazil | Chile | Argentina | Corporate  Centre | Rest of the  Group | Total Group |
| Net interest incomeA | 9,116 | 1,383 | 1,879 | (41) | 780 | 43,261 |
| Net fee income | 3,462 | 572 | 396 | (13) | 614 | 12,057 |
| Gains (losses) on financial  transactionsB | 483 | 320 | 341 | (302) | 352 | 2,633 |
| Other operating incomeC | 43 | 10 | (1,072) | (83) | (24) | (304) |
| Total income | 13,104 | 2,285 | 1,544 | (439) | 1,722 | 57,647 |
| Administrative expenses, depreciation  and amortisation | (4,529) | (1,020) | (775) | (391) | (1,449) | (25,425) |
| Net operating incomeD | 8,574 | 1,265 | 769 | (829) | 273 | 32,222 |
| Net loan-loss provisionsE | (4,701) | (365) | (150) | 2 | (204) | (12,458) |
| Other gains (losses) and provisionsF | (963) | 51 | (114) | (134) | 8 | (3,066) |
| Operating profit/(loss) before tax | 2,911 | 951 | 505 | (961) | 79 | 16,698 |
| Tax on profit | (776) | (135) | (117) | (36) | (75) | (4,489) |
| Profit/(loss) from continuing  operations | 2,135 | 816 | 388 | (998) | 4 | 12,209 |
| Net profit/(loss) from discontinued  operations | — | — | — | — | — | — |
| Consolidated profit/(loss) | 2,135 | 816 | 388 | (998) | 4 | 12,209 |
| Non-controlling interests | (215) | (234) | (2) | — | 6 | (1,133) |
| Attributable profit/(loss) to the  parent | 1,921 | 582 | 386 | (998) | 8 | 11,076 |

A. Net interest income includes the net amount of the profit and loss account items 'Interest income' and 'Interest expense'. It is presented this way because it is how it is

presented to the main operational decision maker.

B. Gains (losses) on financial transactions includes the following line items in the statutory income statement, which are presented net for internal reporting and

management reporting purposes: Gain or losses on financial assets and liabilities not measured at fair value through profit or loss, net, Gain or losses on financial assets

and liabilities held for trading, net, Gains or losses on non-trading financial assets and liabilities mandatorily at fair value through profit or loss, net, Gain or losses on

financial assets and liabilities measured at fair value through profit or loss, net, Gain or losses from hedge accounting, net and Exchange differences, net.

C. Other operating income includes the following line items in the statutory income statement, which are presented net for internal reporting and management reporting

purposes: Dividend income; Income from companies accounted for using the equity method, Other operating income, Other operating expenses, Income from assets

under insurance or reinsurance contracts and Expenses from liabilities under insurance or reinsurance contracts.

D. Net Operating Income is used for the Group’s internal reporting and management reporting purposes but is not a line item in the statutory consolidated income

statement.

E. Net loan-loss provisions refers to Impairment or reversal of impairment at financial assets not measured at fair value through profit or loss and net gains and losses from

changes line item in the statutory income statement. Additionally, includes a release of EUR 24 million mainly corresponding to the results by commitments and

contingent risks included in the line provisions or reversal of provisions, net of the statutory income statement.

F. Other gains (losses) and provisions includes the following line items in the statutory income statement, which are presented net for internal reporting and management

reporting purposes: Provisions or reversal of provisions except a release of EUR 24 million mainly corresponding to the results by commitments and contingent risks;

Impairment of investments in joint ventures and associates, net; Impairment on non-financial assets, net; Gains or losses on non-financial assets, net; Negative goodwill

recognized in results and Gains or losses on non-current assets held for sale not classified as discontinued operations.

Annual report 2025825

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### c) Reconciliations of reportable segment results

The tables below reconcile the statutory basis results to the

underlying results for each of the periods presented as required by

IFRS 8. For the purposes of these reconciliations, all material

reconciling items are separately identified and described.

Grupo Santander assets and liabilities for management reporting

purposes do not differ from the statutory reported figures and

therefore are not reconciled.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
| 2025 | | | | |
| Reconciliation of statutory results to underlying results | Statutory  results | Adjustments  related to the  Poland  disposal | Other  adjustments | Underlying  results |
| Net interest incomeA | 42,348 | 3,006 | — | 45,354 |
| Net fee income | 12,976 | 685 | — | 13,661 |
| Gains (losses) on financial transactionsB | 2,362 | 74 | — | 2,436 |
| Other operating incomeC | 984 | (45) | — | 940 |
| Total income | 58,670 | 3,720 | — | 62,390 |
| Administrative expenses, depreciation and amortisation | (24,711) | (1,014) | — | (25,725) |
| Net operating incomeD | 33,959 | 2,706 | — | 36,665 |
| Net loan-loss provisionsE | (12,596) | (282) | 467 | (12,411) |
| Other gains (losses) and provisionsF | (2,682) | (474) | (231) | (3,387) |
| Operating profit/(loss) before tax | 18,681 | 1,950 | 236 | 20,867 |
| Tax on profit | (4,723) | (408) | (210) | (5,341) |
| Adjusted profit for the year from continuing operations | 13,958 | 1,542 | 26 | 15,526 |
| Profit from discontinued operations (net) | 1,542 | (1,542) | — | — |
| Consolidated profit/(loss) | 15,500 | — | 26 | 15,526 |
| Non-controlling interests | (1,399) | — | (26) | (1,425) |
| Attributable profit/(loss) to the parent | 14,101 | — | — | 14,101 |

A. Net interest income includes the net amount of the profit and loss account items 'Interest income' and 'Interest expense'. It is presented this way because it is how it is

presented to the main operational decision maker.

B. Gains (losses) on financial transactions includes the following line items in the statutory income statement, which are presented net for internal reporting and

management reporting purposes: Gain or losses on financial assets and liabilities not measured at fair value through profit or loss, net, Gain or losses on financial assets

and liabilities held for trading, net, Gains or losses on non-trading financial assets and liabilities mandatorily at fair value through profit or loss, net, Gain or losses on

financial assets and liabilities measured at fair value through profit or loss, net, Gain or losses from hedge accounting, net and Exchange differences, net.

C. Other operating income includes the following line items in the statutory income statement, which are presented net for internal reporting and management reporting

purposes: Dividend income; Income from companies accounted for using the equity method, Other operating income, Other operating expenses, Income from assets

under insurance or reinsurance contracts and Expenses from liabilities under insurance or reinsurance contracts.

D. Net Operating Income is used for the Group’s internal reporting and management reporting purposes but is not a line item in the statutory consolidated income

statement.

E. Net loan-loss provisions refers to Impairment or reversal of impairment at financial assets not measured at fair value through profit or loss and net gains and losses from

changes line item in the statutory income statement. Additionally, includes an addition of EUR  47 million mainly corresponding to the results by commitments and

contingent risks includes in the line of the statutory income statement of provisions or reversal of provisions.

F. Other gains (losses) and provisions includes the following line items in the statutory income statement, which are presented net for internal reporting and management

reporting purposes: Provisions or reversal of provisions except for an addition of EUR 47 million mainly corresponding to results from commitments and contingent risks;

Impairment of investments in joint ventures and associates, net; Impairment on non-financial assets, net; Gains or losses on non-financial assets, net; Negative goodwill

recognized in results and Gains or losses on non-current assets held for sale not classified as discontinued operations.

Explanation of adjustments:

• In accordance with IFRS 5 requirements, in the statutory profit,

results subject to the Poland disposal have been reported under

the line 'Profit or loss after tax from discontinued

operations' (see Note 3). However, in the underlying profit, the

results from Poland have been reclassified so that they are

reported line by line and disaggregated in each of the

corresponding line items.

• A capital gain of EUR 231 million, from the sale of Santander's

remaining 30.5% stake in CACEIS (see Note 3).

• Charges of EUR 467 million (EUR 231 million net of taxes and

minority interests) after updating the macroeconomic

parameters in Brazil's credit provisioning models.

Annual report 2025826

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
| 2024 | | | | |
| Reconciliation of statutory results to underlying results | Statutory  results | Adjustments  related to the  Poland  disposal | Other  adjustments | Underlying  results |
| Net interest incomeA | 43,787 | 2,881 | — | 46,668 |
| Net fee income | 12,376 | 634 | — | 13,010 |
| Gains (losses) on financial transactionsB | 2,211 | 62 | — | 2,273 |
| Other operating incomeC | 6 | (81) | 335 | 261 |
| Total income | 58,380 | 3,496 | 335 | 62,211 |
| Administrative expenses, depreciation and amortisation | (25,149) | (885) | — | (26,034) |
| Net operating incomeD | 33,231 | 2,611 | 335 | 36,177 |
| Net loan-loss provisionsE | (12,183) | (502) | 352 | (12,333) |
| Other gains (losses) and provisionsF | (3,701) | (429) | (687) | (4,816) |
| Operating profit/(loss) before tax | 17,347 | 1,680 | — | 19,027 |
| Tax on profit | (4,844) | (439) | — | (5,284) |
| Adjusted profit for the year from continuing operations | 12,503 | 1,241 | — | 13,744 |
| Profit from discontinued operations (net) | 1,241 | (1,241) | — | — |
| Consolidated profit/(loss) | 13,744 | — | — | 13,744 |
| Non-controlling interests | (1,170) | — | — | (1,169) |
| Attributable profit/(loss) to the parent | 12,574 | — | — | 12,574 |

A. Net interest income includes the net amount of the profit and loss account items 'Interest income' and 'Interest expense'. It is presented this way because it is how it is

presented to the main operational decision maker.

B. Gains (losses) on financial transactions includes the following line items in the statutory income statement, which are presented net for internal reporting and

management reporting purposes: Gain or losses on financial assets and liabilities not measured at fair value through profit or loss, net, Gain or losses on financial assets

and liabilities held for trading, net, Gains or losses on non-trading financial assets and liabilities mandatorily at fair value through profit or loss, net, Gain or losses on

financial assets and liabilities measured at fair value through profit or loss, net, Gain or losses from hedge accounting, net and Exchange differences, net.

C. Other operating income includes the following line items in the statutory income statement, which are presented net for internal reporting and management reporting

purposes: Dividend income; Income from companies accounted for using the equity method, Other operating income, Other operating expenses, Income from assets

under insurance or reinsurance contracts and Expenses from liabilities under insurance or reinsurance contracts.

D. Net Operating Income is used for the Group’s internal reporting and management reporting purposes but is not a line item in the statutory consolidated income

statement.

E. Net loan-loss provisions refers to Impairment or reversal of impairment at financial assets not measured at fair value through profit or loss and net gains and losses from

changes line item in the statutory income statement. Additionally, includes an addition of EUR 41 million mainly corresponding to the results by commitments and

contingent risks includes in the line of the statutory income statement of provisions or reversal of provisions.

F. Other gains (losses) and provisions includes the following line items in the statutory income statement, which are presented net for internal reporting and management

reporting purposes: Provisions or reversal of provisions except for an addition of EUR 41 million mainly corresponding to results from commitments and contingent risks;

Impairment of investments in joint ventures and associates, net; Impairment on non-financial assets, net; Gains or losses on non-financial assets, net; Negative goodwill

recognized in results and Gains or losses on non-current assets held for sale not classified as discontinued operations

Explanation of adjustments:

• In accordance with IFRS 5 requirements, in the statutory profit,

results subject to the Poland disposal have been reported under

the line 'Profit or loss after tax from discontinued

operations' (see Note 3). However, in the underlying profit, the

results from Poland have been reclassified so that they are

reported line by line and disaggregated in each of the

corresponding line items.

• Temporary levy on revenue in Spain in the first quarter, totalling

EUR 335 million, which was moved from total income to other

gains (losses) and provisions.

• Provisions which strengthen the balance sheet in Brazil of EUR

352 million in the second quarter (EUR 174 million net of tax and

minority interests).

Annual report 2025827

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
| 2023 | | | | |
| Reconciliation of statutory results to underlying results | Statutory  results | Adjustments  related to the  Poland  disposal | Other  adjustments | Underlying  results |
| Net interest incomeA | 40,650 | 2,611 | — | 43,261 |
| Net fee income | 11,495 | 562 | — | 12,057 |
| Gains (losses) on financial transactionsB | 2,565 | 68 | — | 2,633 |
| Other operating incomeC | (459) | (69) | 224 | (304) |
| Total income | 54,251 | 3,172 | 224 | 57,647 |
| Administrative expenses, depreciation and amortisation | (24,632) | (793) | — | (25,425) |
| Net operating incomeD | 29,619 | 2,379 | 224 | 32,222 |
| Net loan-loss provisionsE | (12,260) | (672) | 474 | (12,458) |
| Other gains (losses) and provisionsF | (2,354) | (253) | (459) | (3,066) |
| Operating profit/(loss) before tax | 15,005 | 1,454 | 239 | 16,698 |
| Tax on profit | (3,880) | (396) | (213) | (4,489) |
| Adjusted profit for the year from continuing operations | 11,125 | 1,058 | 26 | 12,209 |
| Profit from discontinued operations (net) | 1,058 | (1,058) | — | — |
| Consolidated profit/(loss) | 12,183 | — | 26 | 12,209 |
| Non-controlling interests | (1,107) | — | (26) | (1,133) |
| Attributable profit/(loss) to the parent | 11,076 | — | — | 11,076 |

A. Net interest income includes the net amount of the profit and loss account items 'Interest income' and 'Interest expense'. It is presented this way because it is how it is

presented to the main operational decision maker.

B. Gains (losses) on financial transactions includes the following line items in the statutory income statement, which are presented net for internal reporting and

management reporting purposes: Gain or losses on financial assets and liabilities not measured at fair value through profit or loss, net, Gain or losses on financial assets

and liabilities held for trading, net, Gains or losses on non-trading financial assets and liabilities mandatorily at fair value through profit or loss, net, Gain or losses on

financial assets and liabilities measured at fair value through profit or loss, net, Gain or losses from hedge accounting, net and Exchange differences, net.

C. Other operating income includes the following line items in the statutory income statement, which are presented net for internal reporting and management reporting

purposes: Dividend income; Income from companies accounted for using the equity method, Other operating income, Other operating expenses, Income from assets

under insurance or reinsurance contracts and Expenses from liabilities under insurance or reinsurance contracts.

D. Net Operating Income is used for the Group’s internal reporting and management reporting purposes but is not a line item in the statutory consolidated income

statement.

E. Net loan-loss provisions refers to Impairment or reversal of impairment at financial assets not measured at fair value through profit or loss and net gains and losses from

changes line item in the statutory income statement. Additionally, includes a release of EUR 24 million mainly corresponding to the results by commitments and

contingent risks includes in the line of the statutory income statement of provisions or reversal of provisions.

F. Other gains (losses) and provisions includes the following line items in the statutory income statement, which are presented net for internal reporting and management

reporting purposes: Provisions or reversal of provisions except a release of EUR 24 million mainly corresponding to results from commitments and contingent risks;

Impairment of investments in joint ventures and associates, net; Impairment on non-financial assets, net; Gains or losses on non-financial assets, net; Negative goodwill

recognized in results and Gains or losses on non-current assets held for sale not classified as discontinued operations.

Explanation of adjustments:

• In accordance with IFRS 5 requirements, in the statutory profit,

results subject to the Poland disposal have been reported under

the line 'Profit or loss after tax from discontinued

operations' (see Note 3). However, in the underlying profit, the

results from Poland have been reclassified so that they are

reported line by line and disaggregated in each of the

corresponding line items.

• Temporary levy on revenue in Spain in the first quarter, totalling

EUR 224 million, which was moved from total income to other

gains (losses) and provisions.

•  Additional provisions for specific cases in the wholesale portfolio

of Brazil for an amount of EUR 235 million, net of tax and non-

controlling interests (EUR 474 million recorded in net loan-loss

provisions, EUR 213 million positive impact in tax and EUR

26 million in non-controlling interests).

Annual report 2025828

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53.

#### Related parties

The parties related to the Group are deemed to include, in addition

to its associates and joint ventures, the Bank's key management

personnel (the members of its board of directors and the senior

management, together with their close family members) and the

entities over which the key management personnel may exercise

significant influence or control.

Following below is the balance sheet balances and amounts of the

Group's income statement corresponding to operations with the

parties related to it, distinguishing between associates and joint

ventures, members of the Bank's board of directors, the Bank's

senior management, and other related parties. Related-party

transactions were made on terms equivalent to those that prevail

in arm's-length transactions or, when this was not the case, the

related compensation in kind was recognized.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | 2025 | | | |
|  | Associates and joint  ventures | Members of the  board of directors | Senior Management | Other related parties |
| Assets | 10,491 | — | 18 | 295 |
| Cash, cash balances at central banks and other  deposits on demand | 2 | — | — | — |
| Loans and advances: credit institutions | 286 | — | — | — |
| Loans and advances: customers | 9,835 | — | 18 | 274 |
| Debt securities | 160 | — | — | 2 |
| Others | 208 | — | — | 19 |
|  |  |  |  |  |
| Liabilities | 2,978 | 10 | 5 | 376 |
| Financial liabilities: credit institutions | 26 | — | — | — |
| Financial liabilities: customers | 2,761 | 10 | 5 | 376 |
| Marketable debt securities | — | — | — | — |
| Others | 191 | — | — | — |
|  |  |  |  |  |
| Income statement | 1,724 | — | — | 7 |
| Interest income | 441 | — | — | 8 |
| Interest expense | (119) | — | — | (4) |
| Gains/losses on financial assets and liabilities  and others | (53) | — | — | — |
| Commission income | 1,546 | — | — | 4 |
| Commission expense | (91) | — | — | (1) |
|  |  |  |  |  |
| Other | 3,732 | 4 | 3 | 189 |
| Financial guarantees granted and Others | 11 | 3 | 2 | 61 |
| Loan commitments and Other commitments  granted | 335 | 1 | 1 | 38 |
| Derivative financial instruments | 3,386 | — | — | 90 |

Annual report 2025829

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|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | 2024 | | | |
|  | Associates and joint  ventures | Members of the  board of directors | Senior Management | Other related parties |
| Assets | 10,783 | — | 14 | 226 |
| Cash, cash balances at central banks and other  deposits on demand | 163 | — | — | — |
| Loans and advances: credit institutions | 407 | — | — | — |
| Loans and advances: customers | 9,750 | — | 14 | 221 |
| Debt securities | 229 | — | — | 5 |
| Others | 234 | — | — | — |
|  |  |  |  |  |
| Liabilities | 3,243 | 9 | 7 | 292 |
| Financial liabilities: credit institutions | 228 | — | — | — |
| Financial liabilities: customers | 2,810 | 9 | 7 | 292 |
| Marketable debt securities | — | — | — | — |
| Others | 205 | — | — | — |
|  |  |  |  |  |
| Income statement | 1,776 | — | — | 4 |
| Interest income | 508 | — | — | 9 |
| Interest expense | (153) | — | — | (5) |
| Gains/losses on financial assets and liabilities  and others | (11) | — | — | — |
| Commission income | 1,535 | — | — | 1 |
| Commission expense | (103) | — | — | (1) |
|  |  |  |  |  |
| Other | 4,712 | 4 | 3 | 216 |
| Financial guarantees granted and Others | 18 | 3 | 2 | 64 |
| Loan commitments and Other commitments  granted | 317 | 1 | 1 | 20 |
| Derivative financial instruments | 4,377 | — | — | 132 |

Annual report 2025830

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|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | 2023 | | | |
|  | Associates and joint  ventures | Members of the  board of directors | Senior Management | Other related parties |
| Assets | 10,497 | — | 12 | 186 |
| Cash, cash balances at central banks and other  deposits on demand | 154 | — | — | — |
| Loans and advances: credit institutions | 405 | — | — | — |
| Loans and advances: customers | 9,275 | — | 12 | 185 |
| Debt securities | 391 | — | — | 1 |
| Others | 272 | — | — | — |
|  |  |  |  |  |
| Liabilities | 2,480 | 14 | 5 | 150 |
| Financial liabilities: credit institutions | 463 | — | — | — |
| Financial liabilities: customers | 1,727 | 14 | 5 | 150 |
| Marketable debt securities | — | — | — | — |
| Others | 290 | — | — | — |
|  |  |  |  |  |
| Income statement | 1,698 | — | — | 11 |
| Interest income | 427 | — | — | 9 |
| Interest expense | (149) | — | — | (1) |
| Gains/losses on financial assets and liabilities  and others | 43 | — | — | — |
| Commission income | 1,499 | — | — | 3 |
| Commission expense | (122) | — | — | — |
|  |  |  |  |  |
| Other | 4,189 | 3 | 2 | 1,094 |
| Financial guarantees granted and Others | 10 | 2 | 1 | 861 |
| Loan commitments and Other commitments  granted | 274 | 1 | 1 | 9 |
| Derivative financial instruments | 3,905 | — | — | 224 |

The remaining required information is detailed in notes 5 and 46.c.

Annual report 2025831

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54.

#### Risk management

#### a) Risk principles and culture

The principles on which  Grupo Santander's  risk management and

control are based are detailed below. They take into account

regulatory requirements, best market practices and are mandatory:

1. All employees are responsible for risk management. They

must understand the risks arising from their activities and take

ownership for managing them.

2. Senior management involvement. Through conduct, actions

and communications, senior management promotes consistent

risk management, fosters our risk culture, and oversees that the

risk profile remains within the appetite set.

3. Independence: Risk management and control functions operate

independently according to our three-lines-of-defence model,

with clearly defined roles and responsibilities.

4. Holistic, forward-looking approach: We take a comprehensive

approach to risk management and control that extends to all

businesses and risk types that could have a material impact.

This approach is forward-looking and considers trends across

several time horizons and scenarios.

5. Corporate oversight of subsidiaries: Banco Santander sets

minimum risk management and control standards through

reference documents. Subsidiaries are responsible for

translating these standards into their own internal policies and

procedures.

1.

#### Key risk types

Grupo Santander's risks categorization allows effective risk

management, control and reporting, and includes, among others

the following risk types:

• Credit risk is the risk of loss arising from the failure of a

customer or counterparty to meet its obligations to which the

Santander Group has provided financing or entered into a

contractual commitment, or from the deterioration of their credit

quality.

• Market risk is the risk incurred as a result of the effect of

changes in market factors interest rates, exchange rates, equities

and commodities, among others, may have on profits or capital.

• Liquidity risk  is the risk incurred because of adverse movements

in the factors that determine the market value of financial

instruments, such as interest rates, exchange rates, equity prices

and commodities, among others.

• Structural Risk is the risk of changes in the value or margin

generation of the assets or liabilities in the banking book

resulting from changes in market and behavioural factors. It also

includes risks associated with insurance and pension activities, as

well as the risk of not having an adequate amount or quality of

capital to meet internal business objectives, regulatory

requirements, or market expectations.

• Capital risk, included within the scope of structural risk, is the

risk that arises from the possibility of having an inadequate

quantity or quality of capital to meet internal business objectives,

regulatory requirements or market expectations.

Grupo Santander also takes into account, on an ongoing basis in its

risk management, operational (includes fraud, technological,

cyber, legal and conduct risks), financial crime (includes, among

others, money laundering, terrorism financing, violation of

international sanctions, corruption, bribery and tax evasion),

model, reputational and strategic risks.

These risks may be affected by a range of factors that we identify

and assess in line with regulatory requirements and industry

practice, including: geopolitical developments (international

conflicts, economic and monetary decisions, new regulations or

trade tensions); digital and transformation initiatives linked to

technological change or shifts in business models; and

sustainability factors — environmental (natural and climate-

related, including extreme events and resource scarcity, as well as

those arising from the transition to a more sustainable economy),

social (relating to people’s rights, welfare and interests) and

governance, both within Grupo Santander and among our

counterparties.

In particular, from an environmental and climate perspective, the

relevant elements cover, on the one hand, those stemming from

the physical effects of climate change and, on the other, those

linked to the transition towards a more sustainable economy,

including legislative and regulatory, technological or behavioural

changes among economic agents.

Given the nature of its operations, the Group has no environment-

related liabilities, expenses, assets or contingencies that may be

material to its consolidated equity, financial situation and results.

According to market consensus and our materiality assessment,

exposure in the sectors where environmental factors may have the

most impact mainly relate to wholesale customers. Our

management of these customers considers environmental aspects

in the preliminary assessment, credit origination and the

preparation and review of their credit ratings, which influence the

parameters we use to calculate their probability of default (PD).

Thus, we embed the most material climate factors in our

assessments and in capital loss and provisions calculations.

Moreover, to cover and anticipate potential future losses from

severe climate events, such as the Valencia DANA or Hurricane

Milton in Florida, we have set overlays whose amount to date has

not been material to the Group's total loan loss reserves.

Grupo Santander has enhanced its methodological framework to

quantify and assess transition and physical risks in credit losses for

climate impacts that are not specifically captured through the

forward-looking component implemented under the IFRS 9

framework. We assess these risks under several scenarios

published by the NGFS, which explore varying assumptions on

shifts in climate policies, emissions, temperatures and physical risk

impacts. We take a proportionality approach by assessing the

impact on the Group’s core markets and portfolios, especially non-

financial entities and mortgage products.

Regarding impact on companies’ credit quality, the model assesses

the transmission of customers’ physical and transition climate risk

through defined channels (sector GVA, GHG emissions, carbon

price, regional GDP, or collateral valuations).

Annual report 2025832

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

For mortgage products, climate risk appears mainly through a

deterioration in collateral values, as reflected in the loan-to-value

ratio, which is the main transmission channel into LGD.

These methodologies enable us to embed potential climate-event

impacts on credit losses in credit risk management. Against this

backdrop, we carried out both internal capital self-assessment

exercises and regulatory stress tests.

In light of the above and based on the best information available at

the date of these consolidated annual financial statements, we

also assessed the potential additional impact of climate and

environmental risks on the Group’s equity, financial situation and

results in 2025. We did not identify any significant or material

impacts.

2. Risk and compliance governance

Grupo Santander  robust risk and compliance governance structure

allows us to conduct effective oversight in line with our risk

appetite. It stands  on three lines of defence, a structure of

committees and strong Group-subsidiary relations, guided by our

risk culture, Risk Pro.

2.1 Lines of defence

Grupo Santander  model of three  lines of defence effectively

manages and controls risks:

• First line : formed business functions, as well as all other

functions that generate risk, constitute the first line of defence.

They must establish an appropriate environment to manage all

risks associated with the business and support compliance with

internal policies and regulation. Risk management must operate

within the approved risk appetite and associated limits. The first

line executes mitigation plans for risks where weaknesses are

identified in its control environment.

• Second line: formed by the risk and compliance functions,

independently oversees and challenges the risk management

activities that the first line carries out. Its role is to help verify

that we manage risks in line with the established risk appetite

and to promote a strong risk culture across the organization.

• Third line: formed by Internal Audit is a permanent function,

independent of any other functions or units, whose objective is to

provide the Management Body and the senior management with

independent assurance on the quality and effectiveness of

internal control, risk management (current or emerging) and

governance processes and systems, thereby helping to protect

the company’s value, solvency, and reputation.

Risk, Compliance and Internal Audit are sufficiently separate and

autonomous functions, with direct access to the board and its

committees. The risk and compliance functions report to the risk

supervision, regulation and compliance committee and the internal

audit function reports to the audit committee.

2.2 Risk committee structure

The board of directors  has final oversight of risk and compliance

management and control to promote a sound risk culture and

review and approve risk appetite and frameworks, with support

from its risk, regulation and compliance committee (RSRCC) and its

executive committee.  The Group's risk governance keeps risk

control and risk-taking areas separate.

Our governance structure also includes key roles and executive

committees that strengthen oversight and support the effective

performance of the control function.

The Group chief risk officer (CRO), who leads the application and

execution of risk strategy and promotes proper risk culture, is in

charge of overseeing all risks and challenging and advising

business lines on risk management.

The Group chief compliance officer (CCO) leads the application

and execution of the compliance and conduct risk strategy and

reports the status of risks being monitored in order to provide the

Chief Risk Officer with a comprehensive view of all risks.

The CRO and the CCO report directly to both the risk supervision,

regulation and compliance committee and the board of directors.

The executive risk, risk control and compliance and conduct

committees are executive committees with powers delegated from

the board.

Furthermore, the executive-level committees delegate part of their

responsibilities to forums and/or standing meetings to manage and

control each risk type.

Their responsibilities include:

• Inform the CRO, the CCO, the risk control committee and the

compliance and conduct committee if risks are being managed

within risk appetite;

• Conduct regular follow-ups for each key risk type; and

• Overseeing the measures adopted to meet supervisor's and

auditor's expectations.

Besides, Grupo Santander, in order to establish an adequate

control environment for the management of each risk types, the

risk and compliance functions have effective internal regulation to

create the right environment to manage and control all risks.

Grupo Santander  may introduce additional governance measures

for special situations to reinforce the monitoring of all risks, with

particular focus on trends in key macroeconomic indicators and

liquidity, the identification of vulnerable sectors/customers, and

the strengthening of cybersecurity, among other aspects.

Activating these special-situations forums helps the Group address

the effects of the geopolitical and macroeconomic environment

with resilience.

Annual report 2025833

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

2.3 The Group's relationship with subsidiaries

Grupo Santander subsidiaries’ risk and compliance management

and control model is consistent with the frameworks approved by

the Group board of directors. Subsidiaries adhere to the

frameworks through their own boards and can only adapt to higher

standards according to local law and regulation.

As part of Santander's aggregated risk oversight, we challenge and

review subsidiaries’ internal regulations and activities. This enables

us to maintain a common risk management and control model

across the Group.

The risk and compliance functions support the businesses and

oversee risks at both global and local levels. In addition, over the

year we continued to strengthen the Group–subsidiary relationship

model, leveraging our global scale to identify synergies under a

common operating model and shared platforms. The model

promotes process simplification and the reinforcement of control

mechanisms to support the growth of our businesses.

Santander's Group–subsidiary governance model (GSGM) sets out

the principles that govern the relationship between Group key

roles and the subsidiaries, which helps safeguard the

independence of local second lines. The CRO and CCO take part in

the appointment, objectives, performance reviews and

remuneration of their local counterparts, which helps confirm that

they are controlling risks appropriately.

We continue to strengthen the relationship between the Group and

its subsidiaries through close cooperation among our subsidiaries

to develop common initiatives more efficiently, such as:

• Transformation of organizational structures, sharing benchmarks

across countries and contributing to the function’s strategic

vision to promote the rollout of more advanced risk-

management infrastructures and practices.

• Exchange of best practices to strengthen processes and drive

innovation.

• Promotion of internal talent and mobility, both geographic and

functional, as well as fostering diversity within teams to reflect

the diversity of the environments in which we operate.

• Developing our risk professionals, improving innovation, the

quality of decisions, and fostering a global mindset is key to

enhance organizational resilience and reinforcing a global

mindset.

The GSGM model also applies to the Group’s global businesses.

This gives us a global-local organization in which countries

ultimately remain responsible for delivering the budget, the

business and customer strategy, and financial management, while

the global businesses lead shared initiatives through common

operating models and shared technologies, improving local

performance.

3. Management processes and tools

Grupo Santander has  these effective risk management processes

and tools:

3.1 Risk appetite and structure of limits

Risk appetite is the aggregate level and types of risk that Grupo

Santander deems prudent for our business strategy, even in

unforeseen circumstances. Risk appetite is governed throughout

the Group by the following principles:

• Risk appetite is part of the board's duties. The board prepares

the risk appetite statement (RAS) for the whole Group every year.

Through a cascading-down process, each subsidiary's board also

sets its own risk appetite.

• Comprehensiveness and forward-looking approach. Our

appetite includes all material risks to which we are exposed and

defines our target risk profile for the current and medium term,

with a forward-looking view that considers stress scenarios.

• Common standards embedded in the day-to-day risk

management. The Group shares the same risk appetite model,

which sets common requirements for processes, metrics,

governance bodies, controls and standards. This facilitates

effective and traceable embedding of risk appetite into more

granular management policies and limits across our

subsidiaries..

• Continuous monitoring and adaptation. Risk appetite is

regularly monitored, reviewed and updated to reflect changes in

market conditions, regulatory requirements and supervisory

expectations. Compliance with risk appetite limits is monitored

on a regular basis through dedicated reporting to senior

management and the board and its committees. Breaches or

potential breaches are subject to predefined escalation,

remediation and follow-up processes, with oversight

proportionate to their materiality through senior management

and the Group’s governing bodies.

• Alignment with strategy and business plans. Before approving

the three-year strategic plans, annual budget, and capital and

liquidity plans, the Group verifies their consistency with the

limits set in the Risk Appetite Statement. We promote the

alignment of strategic and business plans with our risk appetite

by:

• considering the risk appetite, long-term strategic view and the

risk culture when drafting strategic and business plans.

• challenging business and strategic plans against the risk

appetite. Misalignments trigger a review of either the three-

year strategic plan (to make sure we stay within RAS limits) or

risk appetite limits, with independent governance.

• continuous monitoring of risk appetite compliance through the

three lines of defence model.

The main elements underpinning Grupo Santander’s risk appetite

and defining our business model are:

• a medium-low, predictable target risk profile, customer focus,

internationally diversified operations and a significant market

share;

• stable, recurrent earnings and shareholder remuneration,

sustained by a sound base of capital, liquidity and sources of

funding;

• autonomous subsidiaries that are self-sufficient in terms of

capital and liquidity to safeguard their risk profiles against

compromising the Group’s profile;

• an independent risk function and a senior management actively

engaged in supporting a robust control environment and risk

culture; and

• a conduct model that protects our customers and our Simple,

Personal and Fair culture.

Annual report 2025834

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The risk appetite is expressed through qualitative statements and

limits on metrics representative of the bank’s risk profile at present

and under stress. Those metrics cover all risk types according to

our corporate risk framework. Grupo Santander articulates them in

five axes that provide the Bank with a holistic view of all risks it

incurs in the development of its business model. These five axes

are applicable to all Santander's key risk types, and comprise:

• P&L volatility: control of P&L volatility of business plan under

baseline and stressed conditions (under normal and stressed

conditions).

• Solvency: control of capital ratios under baseline and stressed

scenarios (aligned with ICAAP).

• Liquidity: control of liquidity ratios under base and stress

scenarios (aligned with ILAAP).

• Concentration: control of credit concentration on top clients,

portfolios and industries.

• Non financial risk and control environment: robust control on non

financial risks aimed to minimize events which could lead to

financial loss, operative, technological, legal and regulatory

breaches, conduct issues or reputational damage.

#### b) Credit risk

1.

#### Introduction to the credit risk treatment

Grupo Santander takes  a holistic view of the credit risk cycle,

including the transaction, the customer and the portfolio, in order

to identify, analyse, control and decide on credit risk.

Credit risk identification facilitates active and effective portfolio

management and control. Grupo Santander identify and classify

external and internal risk in each business to adopt any corrective

or mitigating measures through:

1.1. Planning

Planning allows to set business objectives and define concrete

action plans, integrating the risk appetite statement into portfolio

management.

Strategic commercial plans (SCPs) are the management and

control tool that the Business and Risk areas define for credit

portfolios, with support from the other functions involved (Finance,

Management Control, among others). They set out the commercial

strategy, risk policies, and the resources and infrastructure

required, providing a holistic view of portfolio management.

They also provide an up-to-date view of portfolio credit quality,

enable risk measurement, support the execution of internal

controls over the defined strategy, allow for periodic monitoring,

and help detect material deviations or potential impacts,

facilitating the adoption of corrective measures when necessary.

SCPs are aligned with subsidiaries’ risk appetite and capital

objectives, as well as those of the Group, and are approved and

overseen by local senior management before being reviewed and

ratified at Group level.

1.2. Risk assessment and credit rating

Credit risk approval criteria focus on borrowers’ ability to meet

their financial obligations. The assessment uses statistical models

and an analysis of the net funds or cash flows generated by

economic activity, or of regular income, to determine customers’

repayment capacity in a consistent and sustainable manner.

Some statistical credit quality assessment models feed into

decision engines to deliver a credit risk assessment quickly and in a

consistent, standardised way. These engines support faster and

more uniform decision-making, reduce manual errors, apply the

same assessment criteria to all customers, and provide traceability

and support regulatory compliance. These ratings have multiple

uses in risk management, including the origination process

(application of limits and pre-approvals), risk monitoring, and as an

input to transaction pricing.

These credit rating models may be:

• Rating: from mathematical algorithms that have a quantitative

model based on balance sheet ratios or macroeconomic variables

or behavioural information, and a qualitative module

supplemented by the credit analyst’s expert judgement. It is used

for large corporates, corporates, institutional and SME segments

(with individualised treatment).

• Scoring: an automated system that assesses credit applications

based on the information provided (admission scoring) or

customers’ credit profiles based on their relationship with the

institution (behavioural scoring). Both are complemented by

other available information (for example, from external

databases). The system automatically assigns each customer an

individual score, which then supports the subsequent decision. It

is used for individuals and small businesses with no assigned

analyst.

The Group’s parameter estimation models rely on econometric

models built on historical default and loss data from the portfolios.

The Group uses them to calculate economic and regulatory capital,

and IFRS 9 provisions, at operation, customer and portfolio level.

A rigorous governance framework covers the ongoing monitoring

and continuous calibration of these models to assess their

suitability, predictive power, performance and granularity, as well

as compliance with credit policies.

In addition, the Group reviews ratings using the latest available

financial information and other relevant data.

Grupo Santander´s limits, pre-classifications and pre-approvals

processes determine the level of risk the Group can take on with

each customer. Automated processes approve and monitor these

decisions. Approved limits must align with expected profitability.

To support this, we use profitability estimation and risk-based

pricing tools that contribute to sustainable portfolio growth.

Grupo Santander applies various limits models to each segment:

• Large corporate groups are subject to a pre-classification model

based on a system for measuring and monitoring economic

capital. Pre-classification models express the level of risk Grupo

Santander is willing to assume in transactions with customers/

groups.

• In the corporate segment, for customers that meet certain

predefined criteria (including internal rating and profitability),

the Group applies a pre-classification model for the main

products related to the customer’s recurring business. The model

operates through the setting of internal nominal limits, which

define the level of risk to take on with each customer based,

among other factors, on their repayment capacity and leverage.

Corporate transactions that exceed certain limits or have specific

features must be handled through the approval process for an ad

hoc proposal.

Annual report 2025835

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• For individual customers and SMEs with low turnover, Grupo

Santander manages large volumes of credit transactions using

automated decision models that assess each case and assign a

limit per customer and transaction.

1.3. Scenario analysis

Grupo Santander´s scenario analyses determine the potential risks

in its credit portfolios and provide a better understanding of our

portfolios' performance under various macroeconomic conditions.

They allow us to anticipate management strategies that will avoid

future deviations from defined plans and targets.

They simulate the impact of alternative scenarios in portfolios’

credit parameters (PD, LGD) and expected credit losses. Grupo

Santander compares findings with portfolios’ credit profile

indicators to find the right measures for managers to take. Credit

risk management of portfolios and SCPs incorporate scenario

analyses.

1.4. Monitoring

Regular, holistic monitoring of customers and portfolios is an

essential element of the Group’s credit risk management, as it

enables continuous monitoring of credit quality, early identification

of potential impairment and analysis of business performance

against predefined plans and objectives.

The monitoring process systematically analyses changes in credit

exposures, customers’ financial and qualitative characteristics, and

any relevant changes in their risk classification. This preventive

approach draws on transactional information, behavioural

indicators and advanced analytics tools, including early-warning

engines, which support early identification of potential

deterioration and the implementation of specific actions at both

customer and portfolio level, based on the assigned monitoring

level.

Monitoring adapts to customer segmentation and the applicable

management approach:

• in the large corporate segment, monitoring is carried out jointly

by the commercial managers and the risk analysts, which

provides an up-to-date, comprehensive view of the customer’s

credit quality at all times and supports the early identification of

any potential deterioration.

• In the commercial banking, institutions and SMEs with an

assigned a credit analyst, he teams carry out enhanced

monitoring of customers whose risk profile or specific

circumstances require it. This includes the periodic review of their

internal ratings based on relevant financial, behavioural and

environmental indicators.

• Monitoring of individual customers, businesses and smaller

SMEs follows a system of automatic alerts to detect shifts in

portfolios’ performance.

The Group structures this process for customers with an assigned

analyst through the SCAN (Santander Customer Assessment Note)

monitoring framework. SCAN assigns a specific monitoring level to

each customer, sets the related operating policies, defines concrete

management actions, identifies accountable owners and

establishes a review frequency aligned with the customer’s risk

profile and relevance.

In addition, the Group has aggregated control and analysis

procedures that track portfolio performance, identify material

deviations from strategic plans or defined alert thresholds, and

help prioritise management focus areas. The process is

complemented by contingency plans (risk playbooks), which

support the early identification and management of impacts from

external factors — such as macroeconomic, sector or market

changes — and, where appropriate, trigger corrective measures,

including adjustments to risk policies.

1.5. Credit risk mitigation techniques

Risk approval criteria generally focus on borrowers’ ability to meet

their financial obligations, without prejudice to any collateral that

the Bank may require. Collateral and guarantees provided by the

obligor in favour of the Bank aim to modulate the level of

exposure.

To determine ability to pay, the Group analyses funds or cash flows

from businesses or other regular income, not including guarantors

or loan collateral which are always considered at credit approval as

a secondary means of recourse.

A guarantee is an additional protection mechanism in a credit

transaction, intended to mitigate loss in the event of a failure to

meet the payment obligation. The Group applies different credit

risk mitigation techniques depending, among other factors, on the

customer and product type. Some are specific to an individual

transaction (e.g., real estate guarantees), while others apply to a

set of transactions (e.g., derivatives netting or collateral

arrangements). These techniques may be grouped into personal

guarantees, real guarantees and hedges using credit derivatives.

The correct acceptance of these mitigation techniques is

established by verifying their legal enforceability in all

jurisdictions. The entire process is subject to internal control and

effective monitoring of the valuation of the guarantees, especially

real estate guarantees.

1.6. Collections & recoveries management

Recovery activity is a relevant function within Grupo Santander’s

risk management and control framework, as it contributes to

portfolio quality as one of the key pillars supporting the Bank’s

development, growth and business sustainability. Collections and

debt recovery management is a specific, ongoing focus to keep

portfolio quality within the expected levels.

The Collections and Recoveries area defines a global management

strategy, based on an end-to-end approach and general lines of

action for subsidiaries. Recovery management operates under

policies and an independent control environment defined by the

risk function, aligned with regulatory requirements and with the

Group Santander conduct risk management model. The Group

carries out this activity in line with strategies defined by the

recovery function, in coordination with the Risk areas.

The recovery strategy combines advanced customer segmentation

and the intensive use of digital tools. This supports the

optimisation of mass portfolio management and provides tailored

support for customers who require individual treatment. The

customer remains the focus, and recovery strategies are defined in

the context of the relationship with the customer, prioritising the

customer’s viability. As a result, teams manage the customer

holistically across all phases of the cycle.

Annual report 2025836

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The function’s approach covers the entire credit cycle, prioritising

solutions that support customer viability. Even after the asset is

written off (failed risk), the Group continues to carry out the

necessary actions to maximise recovery. The failed risk category

includes debt instruments, whether past due or not, for which,

following an individual assessment, recovery is considered remote

due to a significant and irreversible deterioration in the solvency of

the exposure or the holder. Classification in this category entails

the full or partial cancellation of the exposure’s gross carrying

amount and its derecognition from the balance sheet, without

implying that the Group stops negotiations and legal proceedings

to recover the amount.

2. Main aggregates and variations

Below are the main aggregates relating to credit risk from our

activities with customers:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Main credit risk performance metrics from activity with customersA | | | | | | | | | | | |
| December data | | | | | | | | | | | |
|  | Credit risk with customers  (EUR million)B | | |  | Credit impaired  (EUR million) | | |  | NPL ratio  (%) | | |
|  | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |
| Spain | 302,271 | 285,883 | 278,569 |  | 5,915 | 7,672 | 8,529 |  | 1.96 | 2.68 | 3.06 |
| UK | 244,303 | 248,061 | 247,360 |  | 2,645 | 3,299 | 3,518 |  | 1.08 | 1.33 | 1.42 |
| Portugal | 44,674 | 41,418 | 39,503 |  | 928 | 993 | 1,024 |  | 2.08 | 2.40 | 2.59 |
| Poland | 46,427 | 44,704 | 39,329 |  | 1,549 | 1,636 | 1,397 |  | 3.34 | 3.66 | 3.55 |
| US | 147,303 | 148,643 | 137,893 |  | 7,150 | 7,012 | 6,303 |  | 4.85 | 4.72 | 4.57 |
| Mexico | 53,476 | 49,927 | 52,785 |  | 1,420 | 1,352 | 1,489 |  | 2.65 | 2.71 | 2.82 |
| Brazil | 105,410 | 104,519 | 113,937 |  | 7,192 | 6,418 | 7,479 |  | 6.82 | 6.14 | 6.56 |
| Chile | 44,146 | 44,590 | 46,565 |  | 2,528 | 2,394 | 2,332 |  | 5.73 | 5.37 | 5.01 |
| Argentina | 8,813 | 8,411 | 3,903 |  | 677 | 173 | 78 |  | 7.68 | 2.06 | 1.99 |
| DCB Europe | 144,039 | 141,312 | 135,608 |  | 3,642 | 3,527 | 2,877 |  | 2.53 | 2.50 | 2.12 |
| Corporate Centre | 6,356 | 5,959 | 5,494 |  | 271 | 301 | 302 |  | 4.27 | 5.06 | 5.49 |
| Total Group | 1,181,945 | 1,157,273 | 1,133,898 |  | 34,393 | 35,265 | 35,620 |  | 2.91 | 3.05 | 3.14 |

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|  | NPL coverage ratio  (%) | | |  | Net loan-loss provisions C  (EUR million) | | |  | Cost of risk  (%/risk)  D | | |
|  | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |  | 2025 | 2024 | 2023 |
| Spain | 55 | 53 | 49 |  | 1,142 | 1,259 | 1,522 |  | 0.44 | 0.50 | 0.62 |
| UK | 33 | 29 | 30 |  | 177 | 64 | 247 |  | 0.07 | 0.03 | 0.10 |
| Portugal | 83 | 79 | 83 |  | (8) | 11 | 77 |  | (0.02) | 0.03 | 0.20 |
| Poland | 65 | 62 | 73 |  | 283 | 511 | 674 |  | 0.71 | 1.38 | 2.08 |
| US | 55 | 64 | 68 |  | 2,244 | 2,507 | 2,593 |  | 1.63 | 1.82 | 1.92 |
| Mexico | 105 | 100 | 100 |  | 1,239 | 1,277 | 1,135 |  | 2.69 | 2.64 | 2.43 |
| Brazil | 83 | 83 | 85 |  | 4,409 | 4,487 | 4,701 |  | 4.73 | 4.51 | 4.77 |
| Chile | 48 | 50 | 53 |  | 531 | 497 | 365 |  | 1.32 | 1.19 | 0.80 |
| Argentina | 90 | 177 | 166 |  | 574 | 284 | 150 |  | 7.34 | 4.59 | 6.64 |
| DCB Europe | 87 | 83 | 88 |  | 1,363 | 1,209 | 792 |  | 0.97 | 0.88 | 0.62 |
| Corporate Centre | 24 | 25 | 33 |  | 198 | (3) | (2) |  | 3.30 | (0.05) | (0.04) |
| Total Group | 66 | 65 | 66 |  | 12,411 | 12,333 | 12,458 |  | 1.15 | 1.15 | 1.18 |

A. Management perimeter according to the reported segments.

B. Includes gross loans and advances to customers, guarantees and documentary credits.

C. Loan-loss provisions net of post write-off recoveries (EUR 1,795 million in 2025).

D. Provisions to cover losses due to impairment of loans in the last 12 months / average customer loans and advances of the last 12 months.

Annual report 2025837

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Information on the estimation of impairment losses

The calculation of provisions for credit risk losses is performed at

financial asset level, estimating potential credit losses through the

difference between the contractual cash flows and the expected

cash flows, ensuring that the results are adequate considering the

status of the transaction, economic conditions and available

forward-looking information.

The IFRS 9 impairment model applies to financial assets valued at

amortized cost; debt instruments valued at fair value with changes

in other comprehensive income; leasing receivables; and

commitments and guarantees not valued at fair value.

The portfolio of financial instruments subject to IFRS 9 has  three

credit risk categories (or stages) according to the status of each

instrument in relation to its level of credit risk:

• Stage 1: financial instruments with no significant increase in risk

since initial recognition – the impairment provision reflects

expected credit losses from defaults over the 12 months from

the reporting date.

• Stage 2: financial instruments with a significant credit risk

increase since initial recognition but no materialized impairment

event – the impairment provision reflects expected losses from

defaults over the financial instrument’s residual life.

• Stage 3: financial instruments with true signs of impairment as a

result of one or more events resulting in a loss – the impairment

provision reflects expected losses for credit risk over the

instrument’s expected residual life.

The classification of financial instrument in  the IFRS 9  stages is

carried out in accordance with the guidelines through the risk

management policies of the subsidiaries, which are consistent with

the Group's policies.

Estimation of expected loss

The Group uses parameters (mainly EAD, PD, LGD and the discount

rate) to calculate impairment provisions. These parameters build

on the infrastructure of internal models used to calculate

regulatory capital and on regulatory and management expertise,

and they also reflect each financial asset’s stage classification.

However, these parameters are not a simple adaptation of existing

models. We designed and validated them specifically in line with

IFRS 9 requirements and guidance from bodies such as the EBA, ,

National Competent Authority (NCA), Bank for International

Settlements (BIS) or Global Public Policy Committee (GPPC). Their

development incorporates forward-looking information, a point-in-

time (PIT) approach, multiple scenarios and lifetime loss

estimation through lifetime PD, among other elements.

Determination of significant increase in credit risk (SICR)

To determine classification in Stage 2, the Group assesses whether

a SICR has occurred since the initial recognition of the exposures.

The Group performs this assessment under common principles

applicable across the Group, reviewing all financial instruments

subject to this analysis and taking into account the specific features

of each portfolio and product type through a range of quantitative

and qualitative indicators.

Expert judgement from analysts supports the SICR assessment.

Analysts set the thresholds within an integrated management

framework and in line with the approved corporate governance.

The principles are as follows:

• Universality: all financial instruments subject to a credit rating

must be assessed for their possible SICR.

• Proportionality: the definition of the SICR must take into account

the particularities of each portfolio.

• Materiality: its implementation must be also consistent with the

relevance of each portfolio so as not to incur in unnecessary costs

or efforts.

• Holistic vision: the approach selected must be a combination of

the most relevant credit risk aspects (e.g. quantitative and

qualitative).

• Application of IFRS 9: the approach must take into consideration

IFRS 9 characteristics, focusing on a comparison with credit risk

at initial recognition, as well as considering forward-looking

information.

• Risk management integration: the criteria must be consistent

with those metrics considered in the day-to-day risk

management.

• Documentation: appropriate documentation must be prepared.

The techniques are summarised below:

• Stability of stage 2: in the absence of significant changes in the

portfolios credit quality, the volume of assets in stage 2 should

maintain a certain stability as a whole.

• Economic reasonableness: at transaction level, stage 2 is

expected to be a transitional rating for exposures that could

eventually move to a deteriorating credit status at some point or

stage 3, as well as for exposures that have suffered credit

deterioration and whose credit quality is improving and returns

to stage 1.

• Predictive power: it is expected that the SICR definition avoids, as

far as possible, direct migrations from stage 1 to stage 3 without

having been previously classified in stage 2.

• Time in stage 2: it is expected that the exposures do not remain

categorized as stage 2 for an excessive time.

The application of the aforementioned techniques, conclude in the

setting of one or several thresholds for each portfolio in each

geography. Likewise, these thresholds are subject to a regular

review by means of calibration tests, which may entail updating

the thresholds types or their values.

Identifying a significant increase in credit risk: when classifying

financial instruments under stage 2, Santander considers:

• Quantitative criteria: Grupo Santander reviews and quantifies

changes in the risk of default during their expected life based on

their credit risk level on initial recognition.

Annual report 2025838

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For the purposes of assessing significant changes when financial

instruments are classified in Stage 2, each subsidiary has set

quantitative thresholds for its portfolios in line with Group

guidelines, seeking a consistent interpretation across all our

geographies. The calibration principles for these thresholds are

set out in the previous paragraph and may result in two types of

thresholds:

• Relative. Thresholds that compare current credit quality with

credit quality at origination, expressed as a percentage change.

• Absolute. Thresholds that compare current credit quality with

credit quality at origination, expressed as an absolute change.

In addition, in line with the ECB’s supervisory expectations, the

Group has set a 200% cap on the relative threshold, known as

the 'threefold increase'. As a result, exposures whose credit

quality has deteriorated by more than 200% in relative terms —

using an approach analogous to the relative threshold described

in the previous paragraph — transfer from Stage 1 to Stage 2.

Meeting any of the absolute thresholds, the relative thresholds

or the 200% cap on the relative threshold (threefold increase) on

an individual basis results in the transfer of the financial

instrument exposure from Stage 1 to Stage 2.

In addition, the Group may apply the Low Credit Risk Exemption

at the reporting date, so that certain exposures that continue to

meet this condition may remain in Stage 1. This exemption

applies only to quantitative significant increase in credit risk

criteria; therefore, qualitative criteria are not eligible for

exemption. The Group uses it on a limited basis, documents it

and reviews it periodically. When an exposure no longer meets

the low credit risk condition, it transfers to Stage 2 in line with

the criteria above.

• Qualitative criteria: several indicators aligned with ordinary credit

risk management indicators (e.g. past due for over 30 days,

forbearance, early warning indicators system, etc.). Each

subsidiary has defined these indicators for their portfolios, with

special attention to reinforcing these qualitative criteria through

expert judgment and aligning them to the criteria used in

management.

When the presumption of a significant deterioration of credit risk

is removed, due to a sufficient improvement of the credit quality,

the obligor can be re-classified to stage 1, without any

probationary period in stage 2.

• Definition of default: Santander  incorporated the new definition

to provisions calculation according to the EBA’s guidelines;  the

Group is also considering applying it to prudential framework. In

addition, the default definition and stage 3 have been aligned.

This definition considers the following criteria to classify

exposures as stage 3: financial instruments with one or more

payments more than 90 consecutive days past due, representing

at least 1% of the client's total exposure or the identification of

other criteria demonstrating, even in the absence of defaults,

that it is unlikely that the counterparty is unlikely to meet all of

its financial obligations.

Grupo Santander applies the default criteria to all exposures of

the impaired client. Where an obligor belongs to a group, the

default criteria may also be applied to all exposures of the group.

The default classification is maintained during the 3-month test

period following the disappearance of all default indicators

described above, and this period is extended to one year for

forbearances that have been classified as default.

• Expected life of financial instruments: Santander estimates the

expected life of financial instruments according to their

contractual terms (e.g. prepayments, duration, purchase options,

etc.).

The contractual period (including extension options) is the

maximum time frame for measuring the expected credit loss. If

financial instruments have an undefined maturity period and

undrawn amounts (e.g. credit cards), Santander estimates its

expected life based on the total exposure period and effective

management practices to mitigate exposure.

1. Forward-looking vision

Estimating expected credit losses (ECL)requires significant expert

judgement and the incorporation of historical, current and forward-

looking information. Expected loss estimates are therefore based

on an unbiased, probability-weighted likelihood of up to five

possible future scenarios that could affect the collection of

contractual cash flows. These scenarios consider the time value of

money, relevant information available on past events, current

conditions and forecasts of the macroeconomic factors considered

important in estimating this amount (e.g. GDP, house prices and

the unemployment rate, among others).

Santander uses forward-looking information in internal

management and regulatory processes under several scenarios.

The Group's guidelines and governance seek synergy and

consistency between these different processes.

2. Additional elements

Additional elements will be required when necessary because they

have not been captured under the two previous elements. This has

included, among others, the analysis of sectors most affected if

their impacts are not sufficiently captured by the macroeconomic

scenarios. Also collective analysis techniques, when the potential

impairment in a group of clients cannot be identified individually.

With the elements indicated above, Grupo Santander has

evaluated in each of the geographical areas the evolution of the

credit quality of its customers, for the purposes of classifying them

into stages and consequently calculating expected loss.

Management overlays

During 2025, the Group strengthened coverage across its portfolios

by implementing overlays, mainly in Brazil, Chile and Mexico,

where it increased the PMA buffer to anticipate the impact of the

year’s model recalibrations, as well as other potential deviations.

In addition, the Group gradually released the adjustments related

to climate events, such as the Valencia dana experienced in late

October 2024, in the case of Santander Spain and the Spanish DCB

office.

Overall, the amount of overlays at year-end 2025 remains

immaterial compared with the Group’s total allowance for credit

losses.

Annual report 2025839

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Exposure and loan-loss reserves

Then, considering the most relevant units of the Group (United

Kingdom, Spain, United States, Brazil, also Chile, Mexico, Portugal,

Poland, Argentina and Santander Consumer Finance), which

represent approximately 96% of the total Group's provisions. The

table below shows the loan-loss reserves associated with each

stage as of 31 December 2025, 2024 and 2023. In addition,

depending on the transactions credit quality, the exposure is

divided into  four categories according to Standard & Poor's rating

scale:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million |  |  |  |  |
|  | 2025 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 121,023 | 2,295 | — | 123,318 |
| From A+ to BB | 383,494 | 15,188 | — | 398,682 |
| From BB- to B- | 300,108 | 47,292 | — | 347,400 |
| CCC and below | 8,146 | 17,733 | 32,664 | 58,543 |
| Total exposure B | 812,771 | 82,508 | 32,664 | 927,943 |
| Loan-losses  reservesC | 3,147 | 4,915 | 13,900 | 21,962 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2024 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 108,977 | 2,599 | — | 111,576 |
| From A+ to BB | 431,544 | 16,600 | — | 448,144 |
| From BB- to B- | 288,302 | 45,129 | — | 333,431 |
| CCC and below | 10,431 | 17,088 | 32,901 | 60,420 |
| Total exposureB | 839,254 | 81,416 | 32,901 | 953,571 |
| Loan-losses  reservesC | 3,276 | 4,715 | 13,669 | 21,660 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2023 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 147,065 | 2,261 | — | 149,326 |
| From A+ to BB | 421,449 | 13,910 | — | 435,359 |
| From BB- to B- | 262,954 | 41,237 | — | 304,191 |
| CCC and below | 11,829 | 19,376 | 33,838 | 65,043 |
| Total exposure B | 843,297 | 76,784 | 33,838 | 953,919 |
| Loan-losses  reservesC | 3,592 | 5,055 | 14,131 | 22,778 |

A. Detail of credit quality ratings calculated for Group management purposes.

B. Total exposure includes loan balances (drawn amounts) and off balance (letters

of credit + guarantees) and excludes REPOs, FV portfolio, trading portfolio and

undrawn commitments.

C. Includes provisions for undrawn authorized lines (loan commitments).

The remai ning units that form the totality of the Group exposure,

account for EUR 93,731 million: EUR 89,094 million in stage 1; EUR

3,528 million in stage 2; and EUR 1,109 million in stage 3 (in 2024

EUR 80,541 million in stage 1; EUR 2,534 million in stage 2, and

EUR 874 million in stage 3. In 2023, EUR 68,788 million in stage 1;

EUR 1,504 million in stage 2, and EUR 658 million  in stage 3), and

loan-loss reserves totalled EUR 759 million, of which: EUR

213 million in stage 1; EUR 152 million for stage 2, and EUR

394 million in stage 3 (in 2024, EUR 165 million, EUR 117 million

and EUR 295 million and in 2023, EUR 199 million, EUR 73 million

and EUR 161 million in stage 1, stage 2 and stage 3, respectively).

The remaining exposure, including all financial instruments not

included before, amounts to EUR 834,911 million (EUR

665,476 million in 2024 and EUR 598,385 million in 2023), and it

includes all undrawn authorized lines (loan commitments).

As of 31 December 2025, the Group had EUR 334 million net of

provisions (EUR 559 million and EUR 743 million at 31 December

2024 and 2023, respectively) of purchased credit-impaired assets,

which relate mainly to the business combinations carried out by

the Group.

In relation to the evolution of credit risk provisions, the Group,

together with its main geographies, monitors them through

sensitivity analyses that assess the impact of changes in

macroeconomic scenarios and their key variables on the allocation

of financial assets across stages and on the measurement of credit

risk provisions.

Additionally, based on consistent macroeconomic scenarios, the

Group also performs stress tests and sensitivity analysis in a

regular basis, such as ICAAP, strategic plans, budgets and recovery

and resolution plans. In this sense, a prospective view of the

sensitivity of each of the Group’s loan portfolio is created in

relation to the possible deviation from the base scenario,

considering both the macroeconomic developments in different

scenarios and the three year evolution of the business. These tests

include potentially adverse and favourable scenarios.

3. Detail of the main geographical areas

Following is the risk information related to the most relevant

geographies in exposure and credit risk allowances.

This information includes sensitivity analysis, consisting on

simulations of +/-100 bp in the main macroeconomic variables. A

set of specific and complete scenarios is used in each geography,

where different shocks that affect both the reference

macroeconomic variable as well as the rest of the parameters is

simulated, with different intensities. These shocks collect mainly

the most relevant risks and may be originated by productivity, tax,

wages or exchange and interest rates factors.

Sensitivity is measured as the average variation on expected loss

corresponding to the aforementioned movement of +/-100 bp.

Following a conservative approach, the negative movements take

into account one additional standard deviation in order to reflect

the potential higher variability of losses.

3.1. United Kingdom

Portfolio overview

Credit risk with customers in the UK remained stable in EUR

244,303 million. This credit risk represents 21%  of Santander’s

loan portfolio.

At 1.08%, the NPL ratio decreased 25  bps in comparison to the year

end of 2024, due to the good performance in the mortgage

portfolio.

Annual report 2025840

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Mortgage portfolio

Because of its size, Grupo Santander closely monitor Santander

UK’s mortgage portfolio for the entity itself and the Group.

As of 31 December 2025, the mortgage portfolio of Santander UK

remained stable, at local currency, and reached EUR

192,047 million. It co mprises residential mortgages granted to

new and existing customers which are first lien mortgages. There

are no second or more liens on mortgaged properties.

Originations have increased in 2025 compared to 2024, a sign of a

more active housing market due to lower interest rates and less

pressure on households’ purchasing power. The housing market

returned to growth in 2025, with a higher level of transactions and

price increases compared to 2024.

Under Santander's risk management principles, a property must be

appraised independently before we can approve a new mortgage.

In line with market practices and the law, we get updated values of

properties used as mortgage collateral from an independent

agency's automatic appraisal system.

Santander UK's wide range of mortgages include:

• Interest-only loans (21%): Customers pay interest every month

and repay the principal at maturity. These mortgages, which are

common in the UK, require borrowers to have an appropriate

repayment vehicle, such as a pension plan or an investment fund.

To mitigate inherent risk, Santander UK has restrictive approval

requirements, such a maximum loan-to-value ratio of 50% and

an assessment of the ability to pay both interest and capital.

• Flexible loans (2%): Loan agreements allow borrowers to modify

monthly payments or draw down additional funds up to a set

limit under various conditions.

• Buy-to-let (9% ): Buy-to-let mortgages account for a small

portion of the total portfolio and are subject to strict risk

approval policies.

Santander’s NPL ratio highlights the resilience of the mortgage

portfolio in a challenging economic environment and an intensely

competitive market. It stood at 0.87% at the end of December

2025 (-20 bps YoY).

At 31 December 2025, 82% of the mortgage portfolio had an LTV

lower than 70%.

Information on the estimation of impairment losses

The detail of Santander's UK exposure and loan-loss reserves

associated with each of the stages at 31 December 2025, 2024 and

2023, is shown below.

In addition, the exposure is divided in four tranches of the Standard

& Poor's rating scale, according to their current credit quality:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2025 | | | |
| Credit qualityA | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 29,963 | 381 | — | 30,344 |
| From A+ to BB | 152,981 | 9,529 | — | 162,510 |
| From BB- to B- | 17,630 | 8,770 | — | 26,400 |
| CCC and below | 2 | 615 | 2,475 | 3,092 |
| Total exposureB | 200,576 | 19,295 | 2,475 | 222,346 |
| Loan-loss reservesC | 163 | 319 | 373 | 855 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2024 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 32,012 | 1,184 | — | 33,196 |
| From A+ to BB | 159,970 | 10,916 | — | 170,886 |
| From BB- to B- | 17,594 | 11,175 | — | 28,769 |
| CCC and below | 12 | 695 | 3,292 | 3,999 |
| Total exposure B | 209,588 | 23,970 | 3,292 | 236,850 |
| Loan-loss reservesC | 166 | 401 | 400 | 967 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2023 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 46,236 | 1,273 | — | 47,509 |
| From A+ to BB | 145,884 | 10,850 | — | 156,734 |
| From BB- to B- | 13,588 | 13,995 | — | 27,583 |
| CCC and below | — | — | 3,518 | 3,518 |
| Total exposure B | 205,708 | 26,118 | 3,518 | 235,344 |
| Loan-loss reservesC | 172 | 498 | 396 | 1,066 |

A. Detail of credit quality ratings calculated for Group management purposes.

B. Total exposure includes loan balances (drawn amounts) and off balance (letters

of credit + guarantees) and excludes REPOs, FV portfolio, trading portfolio and

undrawn commitments.

C. Includes provisions for undrawn authorized lines (loan commitments).

For the estimation of expected losses, prospective information is

taken into account. Specifically, Santander UK considers four

macroeconomic scenarios, which are updated periodically. The

evolution forecasted in 2025 for the next five years of the main

macroeconomic indicators used by Santander UK to estimate

expected losses is presented below:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2026 - 2030 |  | | | |
| Variables | Pessimistic  scenario 2 | Pessimistic  scenario 1 | Base  scenario | Optimistic  scenario |
| Interest rate | 2.4% | 3.5% | 3.3% | 3.0% |
| Unemployment  rate | 7.3% | 5.8% | 4.5% | 4.2% |
| Housing price  change | (2.9%) | (0.2%) | 2.9% | 4.4% |
| GDP growth | (0.02%) | 0.2% | 1.4% | 2.4% |

Annual report 2025841

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Each of the macroeconomic scenarios is associated with a given

weight. In terms of allocation, Santander UK associates the highest

weighting to the base scenario, while it associates the lowest

weightings to the most extreme or severe scenarios. In addition, at

31 December  2025, 2023 and 2022, the weights used by

Santander UK reflect the future prospects of the British economy in

relation to its current political and economic position so that higher

weights are assigned for negative scenarios:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 | 2024 | 2023 |
| Pessimistic scenario 3 |  | 20% | 20% |
| Pessimistic scenario 2 | 10% | 10% | 10% |
| Pessimistic scenario 1 | 25% | 25% | 10% |
| Base scenario | 50% | 50% | 50% |
| Optimistic scenario | 15% | 15% | 10% |

The sensitivity analysis of the main portfolios expected loss to

variations of +/-100 bp for the macroeconomic variables used in

the construction of the scenarios, as of December 2025, is as

follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Change in Provision | |
|  | Mortgages | Corporates |
| GDP Growth |  |  |
| -100 bps | 11.6% | 3.9% |
| +100 bps | (2.9%) | (1.4%) |
| Housing price change |  |  |
| -100 bps | 7.3% | 6.0% |
| +100 bps | (3.5%) | (1.6%) |
| Unemployment rate |  |  |
| -100 bps | (12.3%) | (2.5%) |
| +100 bps | 23.7% | 5.7% |

With regard to Stage 2 classification, Santander UK applies

quantitative criteria based on identifying an increase in lifetime

probability of default (PD) for the transaction that exceeds both an

absolute and a relative threshold. The PDs used in this assessment

are adjusted to the transaction’s remaining term and annualised to

facilitate the definition of thresholds that cover the full range of

transaction maturities. The relative threshold is common across all

portfolios, and Santander UK considers that a transaction exceeds

this threshold when its lifetime PD increases by 100% compared to

the PD at initial recognition. The absolute threshold, by contrast,

differs across portfolios depending on the characteristics of the

transactions.

In addition, each portfolio has a set of specific qualitative criteria

indicating that the exposure has experienced a significant increase

in credit risk, irrespective of the evolution of its PD since initial

recognition. Among other criteria, Santander UK considers that a

transaction shows a significant increase in credit risk when it is

more than 30 days  past due. It also has implemented early

warning indicator system to support Stage 2 classification. These

criteria align with the risk management practices of each portfolio.

3.2. Spain

P ortfolio overview

Santander España’s credit risk totalled EUR 302,271 million (26% %

of Grupo Santander’s total). It is appropriately diversified among

products and customer segments.

The NPL ratio was 1.96%, 73 bps lower than in December 2024.

This decrease was driven by the portfolio’s strong performance,

supported by the execution of the NPL reduction plan.

The NPL coverage ratio increased slightly to 55% (+2 p.p. year-on-

year). The cost of risk decreased to 0.44% (-7 bps vs. December

2024), driven by the strong performance of the SME and corporate

portfolios, partly offset by the performance of the individuals

portfolio.

Macroeconomic projections suggest the economy will moderate its

growth pace slightly, but will remain dynamic and well above the

eurozone average, as the Spanish economy has largely been

supported by stronger domestic demand amid a weaker-than-

expected external sector.

Residential mortgage portfolio

Residential mortgages in Spain, including Santander Consumer

Finance business, amounted to EUR 60,002 million in 2025 (EUR

59,316 million and EUR 61,097 million in 2024 and 2023,

respectively), 99.64% of which have a mortgage guarantee

(99.65%and 99.65% in 2024 and 2023, respectively).

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | |
| EUR Million | Gross amount | Of which:  impaired |
| Home purchase loans to families | 60,002 | 625 |
| Without mortgage collateral | 215 | 7 |
| With mortgage collateral | 59,787 | 618 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2024 | |
| EUR Million | Gross amount | Of which:  impaired |
| Home purchase loans to families | 59,316 | 789 |
| Without mortgage collateral | 208 | 11 |
| With mortgage collateral | 59,108 | 778 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2023 | |
| EUR Million | Gross amount | Of which:  impaired |
| Home purchase loans to families | 61,097 | 924 |
| Without mortgage collateral | 215 | 16 |
| With mortgage collateral | 60,882 | 908 |

Annual report 2025842

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The NPL ratio for the residential mortgages portfolio stood at

1.03%, with a reduction of 29 bps, compared to 31 December

2024, mainly due to by portfolio sales, although credit risk

registered an increase of 1.2% compared to December 2024.

The mortgage portfolio for the acquisition of homes in Spain is

characterised by its medium-low risk profile, which limits

expectations of any potential additional impairment:

• Principal is repaid on all mortgages from the start.

• Early repayment is common so the average life of the transaction

is well below that of the contract.

• High quality of collateral, concentrated almost exclusively in

financing for first homes.

• The average affordability rate is reduce to 22% (24% and 24% in

2024 and 2023, respectively).

• The 94% of the portfolio has a LTV below 80% calculated as total

risk/latest available house appraisal.

• All customers applying for a residential mortgage are subject to a

rigorous credit risk and viability assessment, analysing whether

their income is sufficient to meet all repayments and will remain

stable over the term of the loan.

Breakdown of the credit with mortgage guarantee to households

for house acquisition, according to the percentage that the total

risk represents on the amount of the latest available valuation

(loan to value):

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2025 | | | | | |
|  | Loan to value ratio | | | | | |
| EUR Million | Less than or  equal to 40% | More than  40% and less  than 60% | More than  60% and less  than 80% | More than  80% and less  than or equal  to 100% | More than  100% | Total |
| Gross amount | 17,191 | 20,310 | 18,811 | 2,812 | 663 | 59,787 |
| Of which impaired | 122 | 158 | 151 | 84 | 103 | 618 |

In November 2022, Royal Decree-Law 19/2022 was published,

which establishes a Code of Good Practices in response to the rise

in interest rates on mortgage loans for primary residences and

Royal Decree-Law 6/2012 of protection measures for mortgage

debtors without resources. The code of good practices is focused

on granting capital grace periods and extending the term of the

operations. The requests made have not been significant.

Corporate & SME financing

Credit risk with SME and corporates in commercial banking

amounted to EUR 99,395 million, lower than December 2024,

mainly due to the fall in the portfolio of SMEs of 10.1%. This

portfolio accounting for 33% of the total, compared to 41% of CIB's

portfolio, which from 2022 includes branches in Europe.

Most of the portfolio corresponds to clients who have been

assigned a credit analyst, who performs continuous management

of said clients during all phases of the risk cycle. The portfolio is

broadly diversified and not concentrated by sector of activity.

The ICO loans that were granted as a result of the pandemic

(25,428 million euros) are being repaid normally and there is a

balance of EUR 10,857 million, so they now represent only around

3.6%  of Santander Spain's total portfolio. During 2025, Santander

Spain maintained its support and close engagement with SMEs and

the self-employed through the various support lines, which were

significantly less material than the post-pandemic programmes

(Líneas ICO Empresas y Emprendedores, Línea ICO Internacional y

Rehabilitación de vivienda).

In the case of delinquent operations with ICO guarantee, the

transfer of the overdue guaranteed amounts will take place as the

guarantee is executed, regardless of whether the guarantor is

subrogated to the right to receive said amounts, according to the

regulation of these guarantees. The de-recognition of the

transferred guaranteed amounts will entail the recognition, at its

fair value, of a collection right against the guarantor.

Annual report 2025843

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The portfolio’s NPL ratio stood at 4.10% in December 2025. The

NPL ratio decreased by 97 bps compared to December 2024,

largely due to a proactive effort to reduce the stock of NPLs in the

SME portfolio, through proactive management of non-performing

exposures supported by portfolio sales and the management of

specific cases.

Real estate activity

Santander has specialized teams that are in charge of managing

real estate business production and risk areas that cover the entire

life cycle of these operations.

The changes in gross property development loans to customers

were as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million |  | | |
|  | 2025 | 2024 | 2023 |
| Balance at beginning of  year | 2,545 | 2,433 | 2,327 |
| Foreclosed assets | — | — | (1) |
| Net variation | 441 | 112 | 115 |
| Written-off assets | (2) | — | (8) |
| Balance at end of year | 2,984 | 2,545 | 2,433 |

The NPL ratio of this portfolio (considering only the on balance

amount) ended the year at 1.04% (compared with 2.28% and

3.04% at December 2024 and 2023, respectively) . The table below

shows the distribution of the portfolio. The coverage ratio of the

real estate doubtful exposure in Spain stands at 35.48% (36.21%

and 39.19% in 2024 and 2023, respectively).

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 | | |
| EUR Million | Gross amount | Excess of gross  exposure over  maximum  recoverable  amount of  effective  collateral | Specific  allowance |
| Financing for  construction and  property  development  (including land)  (business in  Spain) | 2,984 | 211 | 17 |
| Of which  impaired | 31 | — | 11 |
| Memorandum  items written-off  assets | 240 | — | — |

|  |  |
| --- | --- |
|  |  |
| Memorandum items: Data from the public  consolidated balance sheet |  |
|  | 2025 |
| EUR Million | Carrying amount |
| Total loans and advances to customers excluding  the Public sector (business in Spain) (Book value) | 240,609 |
| Total consolidated assets (Total business) (Book  value) | 1,867,515 |
| Impairment losses and credit risk allowances.  Coverage for unimpaired assets (business in  Spain) | 1,086 |

At year-end, the distribution of this portfolio was as follows:

|  |  |
| --- | --- |
|  |  |
|  | 2025 |
| EUR Million | Loans: gross amount |
| 1. Without mortgage guarantee | 14 |
| 2. With mortgage guarantee | 2,970 |
| 2.1 Completed buildings | 976 |
| 2.1.1 Residential | 658 |
| 2.1.2 Other | 318 |
| 2.2 Buildings and other constructions under  construction | 1,981 |
| 2.2.1 Residential | 1,913 |
| 2.2.2 Other | 68 |
| 2.3 Land | 13 |
| 2.3.1 Developed consolidated land | 9 |
| 2.3.2 Other land | 4 |
| Total | 2,984 |

Foreclosed properties

At 31 December 2025, the net balance of these assets amounted to

EUR 1,898 million (EUR 2,131 million and EUR 2,448 million at 31

December 2024 and 2023, respectively), gross amount of EUR

4,258 million (EUR 4,823 million and EUR 5,506 million at 31

December 2024 and 2023, respectively); recognised allowance of

EUR 2,360 million (EUR 2,692 million and EUR 3,058 million  at 31

December 2024 and 2023, respectively).

Annual report 2025844

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The following table shows the detail of the assets foreclosed by

the businesses in Spain at the end of 2025:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025 | | | |
| EUR Million | Gross carrying  amount | Valuation  adjustments | Of which  impairment  losses on  assets since  time of  foreclosure | Net Carrying  amount |
| Property assets arising from financing provided to construction and  property development companies | 3,843 | 2,144 | 1,591 | 1,699 |
| Of which: |  |  |  |  |
| Completed buildings | 481 | 324 | 282 | 157 |
| Residential | 129 | 71 | 60 | 58 |
| Other | 352 | 253 | 222 | 99 |
| Buildings under construction | 107 | 49 | 35 | 58 |
| Residential | — | — | — | — |
| Other | 107 | 49 | 35 | 58 |
| Land | 3,255 | 1,771 | 1,274 | 1,484 |
| Developed land | 776 | 429 | 260 | 347 |
| Other land | 2,479 | 1,342 | 1,014 | 1,137 |
| Property assets from home purchase mortgage loans to households | 334 | 172 | 119 | 162 |
| Other foreclosed property assets | 81 | 44 | 36 | 37 |
| Total property assets | 4,258 | 2,360 | 1,746 | 1,898 |

In addition, the Group has shareholdings in entities holding

foreclosed assets amounting to EUR  36 million and equity

instruments foreclosed or received in payment of debts amounting

to EUR 10 million.

In recent years, the Group has  considered foreclosure to be an

option to resolve cases of default instead of legal proceedings. The

Group initially recognises foreclosed assets at the lower of the

carrying amount of the debt (net of provisions) and the fair value of

the foreclosed asset (less estimated costs to sell). Subsequent to

initial recognition, the assets are measured at the lower of fair

value (less costs to sell) and the amount initially recognised.

The fair value of this type of assets is determined by the market

value (appraisal) adjusted with discounts obtained according to

internal valuation methodologies based on the entity's sales

experience in goods with similar characteristics.

The management of real estate assets on the balance sheet is

carried out through companies specializing in the sale of real

estate that is complemented by the structure of the commercial

network. The sale is realised with at prices in accordance with the

market situation and the offer of wholesale buyers.

The gross movement in foreclosed properties were as follows (EUR

billion):

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | EUR Billion | | |
|  | 2025 | 2024 | 2023 |
| Gross additions | 0.1 | 0.1 | 0.3 |
| Disposals | (0.7) | (0.8) | (1.2) |
| Difference | (0.6) | (0.7) | (0.9) |

Information on the estimation of impairment losses

The detail of Santander Spain exposure and loan-loss reserves

associated with each of the stages at 31 December, 2025, 2024

and 2023, is shown below. In addition, the exposure is divided in

four tranches of the Standard & Poor's rating scale, according to

their current credit quality:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2025 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 35,407 | 171 | — | 35,578 |
| From A+ to BB | 109,001 | 1,453 | — | 110,454 |
| From BB- to B- | 37,089 | 8,262 | — | 45,351 |
| CCC and below | 2,189 | 1,680 | 5,761 | 9,630 |
| Total exposureB | 183,686 | 11,566 | 5,761 | 201,013 |
| Loan-loss reservesC | 382 | 483 | 2,204 | 3,069 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2024 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 35,347 | 110 | — | 35,457 |
| From A+ to BB | 104,197 | 1,124 | — | 105,321 |
| From BB- to B- | 37,413 | 8,844 | — | 46,257 |
| CCC and below | 2,084 | 3,199 | 6,618 | 11,901 |
| Total exposureB | 179,041 | 13,277 | 6,618 | 198,936 |
| Loan-loss reservesC | 340 | 570 | 2,953 | 3,863 |

Annual report 2025845

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2023 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 46,827 | 48 |  | 46,875 |
| From A+ to BB | 101,079 | 780 |  | 101,859 |
| From BB- to B- | 33,905 | 9,789 |  | 43,694 |
| CCC and below | 1,513 | 4,517 | 7,536 | 13,566 |
| Total exposureB | 183,324 | 15,134 | 7,536 | 205,994 |
| Loan-loss reservesC | 300 | 663 | 2,959 | 3,922 |

A. Detail of credit quality ratings calculated for Group management purposes.

Excluding the SCIB branches business

B. Total exposure includes loan balances (drawn amounts) and off balance

(letters of credit + guarantees) and excludes REPOs, FV portfolio, trading

portfolio and undrawn commitments.

C. Includes provisions for undrawn authorized lines (loan commitments).

For the estimation of the expected losses, the prospective

information is taken into account. Specifically, Santander Spain

considers three macroeconomic scenarios, which are updated

periodically. The projected evolution for a period of five years of

the main macroeconomic indicators used by Santander Spain for

estimating expected losses as of 2025, is presented below:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2026-2030 | | |
| Variables | Pessimistic  scenario | Base  scenario | Optimistic  scenario |
| Interest rate | 2.7% | 2.5% | 2.3% |
| Unemployment rate | 12.1% | 9.7% | 8.2% |
| Housing price change | 3.3% | 4.1% | 4.7% |
| GDP growth | 0.2% | 1.6% | 2.4% |

Each macroeconomic scenarios is associated with a given weight.

As for its allocation, Santander Spain associates the Base scenario

with the highest weight, while associating the lower weights to the

most extreme scenarios:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 | 2024 | 2023 |
| Pessimistic scenario | 30% | 30% | 30% |
| Base scenario | 40% | 40% | 40% |
| Optimistic scenario 1 | 30% | 30% | 30% |

The sensitivity analysis of the main portfolios expected loss to

variations of +/-100 bp for the macroeconomic variables used in

the construction of the scenarios, at December 31 2025, is as

follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Change in Provision | | |
|  | Mortgages | Corporates | Others |
| GDP Growth |  |  |  |
| -100 bps | 8.5% | 1.1% | 2.1% |
| +100 bps | (3.6%) | (0.9%) | (1.9%) |
| Housing price change |  |  |  |
| -100 bps | 8.4% | 1.5% | 3.4% |
| +100 bps | (6.7%) | (0.7%) | (1.8%) |
| Unemployment rate |  |  |  |
| -100 bps | (6.0%) | (1.5%) | (3.7%) |
| +100 bps | 14.7% | 1.8% | 4.7% |

To determine Stage 2 classification, Santander Spain applies

quantitative criteria based on identifying increases in the lifetime

PD of an exposure above a relative or absolute threshold. The

threshold differs by portfolio depending on the characteristics of

the exposures, and an exposure is considered to exceed the

threshold when its lifetime PD increases by a set amount

compared with the PD at initial recognition. Santander Spain

calibrates these thresholds periodically, as described in previous

paragraphs. In addition, Santander Spain applies a backstop to the

relative threshold across all portfolios. As a result, Santander Spain

classifies contracts as Stage 2 when their current PD has increased

by more than two times compared with the PD at origination.

Santander Spain also considers specific qualitative criteria that

indicate a significant increase in credit risk, regardless of how the

PD has evolved since initial recognition. Among other criteria,

Santander Spain considers that an exposure shows a significant

increase in credit risk when it is more than 30 days past due or

when its early warning system so determines.

3.3. United States

Portfolio overview

Santander US’s credit risk stood at EUR 147,303 million at the end

of December 2025. It makes up 12.5% of Grupo Santander's total

credit risk.

The NPL ratio grew to 4.85% (+14 bps in the year) due to a higher

stock of delinquencies and lower portfolio growth, and the cost of

risk decreased to 1.63% (-19 bps in the year).

Santander US includes the following business units:

Santander Bank, National Association (SBNA)

In 2025 lending amounted to EUR 45,491 million (representing 4%

of the Group's credit risk) and presents a reduction of 15% in 2025,

mainly due to the transfer of the CIB portfolio to the New York

branch.

The NPL ratio increased to 2.67% (+46 bps vs December 2024,

while the cost of risk rose to 0.93% (+2 bps in the year), mainly

driven by the Consumer Finance portfolio.

Activity in the individuals segment is primarily focused on auto

financing and leasing, as well as credit card origination. During

2025, the teams continued to develop the operating and systems

capabilities that will enable the asset product offering to be

expanded in the future through the Openbank brand.

The Commercial segment comprises seven business lines,

including Commercial Real Estate, Santander Real Estate Capital,

Commercial Equipment Vehicle Finance, and Commercial and

Industrial. The portfolio shows a slight downward trend in

exposure, driven, on the one hand, by a strategy that prioritises

risk-adjusted profitability over volume growth and, on the other, by

the gradual run-down of the real estate and dealer portfolios.

The credit risk profile of the Commercial Real Estate and dealer

portfolios shows some deterioration, mainly due to structural

uncertainties affecting these sectors, as well as the impact of an

interest-rate environment that remains elevated and

developments in commercial and tariff policies, which continue to

weigh on the financial capacity of certain customers.

Annual report 2025846

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Information on the estimation of impairment losses

The detail of Santander Bank, National Association exposure and

loan-loss reserves associated with each of the stages at 31

December, 2025, 2024 and 2023 is shown below. In addition, the

exposure is divided in four tranches of the Standard & Poor's rating

scale, according to their current credit quality:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2025 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 1,622 | 24 | — | 1,646 |
| From A+ to BB | 7,352 | 728 | — | 8,080 |
| From BB- to B- | 28,758 | 4,459 | — | 33,217 |
| CCC and below | 779 | 861 | 1,158 | 2,798 |
| Total exposureB | 38,511 | 6,072 | 1,158 | 45,741 |
| Loan-loss reservesC | 277 | 325 | 202 | 804 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2024 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 4,215 | 277 | — | 4,492 |
| From A+ to BB | 21,422 | 930 | — | 22,352 |
| From BB- to B- | 21,899 | 3,855 | — | 25,754 |
| CCC and below | 33 | 482 | 1,130 | 1,645 |
| Total exposureB | 47,569 | 5,544 | 1,130 | 54,243 |
| Loan-loss reservesC | 292 | 364 | 182 | 838 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2023 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 4,834 | 76 | — | 4,910 |
| From A+ to BB | 20,468 | 459 | — | 20,927 |
| From BB- to B- | 25,312 | 3,439 | — | 28,751 |
| CCC and below | 52 | 450 | 894 | 1,396 |
| Total exposure B | 50,666 | 4,424 | 894 | 55,984 |
| Loan-loss reservesC | 409 | 335 | 141 | 885 |

A. Detail of credit quality ratings calculated for Group management purposes.

B. Total exposure includes loan balances (drawn amounts) and off-balance

(letters of credit + guarantees) and excludes REPO, FV portfolio, trading

portfolio and undrawn commitments.

C. Includes provisions for undrawn authorized lines (loan commitments).

For the estimation of expected losses, prospective information is

taken into account. Specifically, Santander Bank, National

Association considers four macroeconomic scenarios, which are

updated periodically. The evolution projected in 2025 for a period

of five years of the main macroeconomic indicators used Santander

Bank, National Association to estimate expected losses is

presented below:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2026-2030 | | | |
| Variables | Pessimistic  scenario 2 | Pessimistic  scenario 1 | Base  scenario | Optimistic  scenario |
| Interest rate (annual  averaged) | 1.8% | 2.6% | 3.2% | 3.0% |
| Unemployment rate | 6.4% | 5.0% | 4.2% | 3.7% |
| House price change | 0.2% | 0.7% | 1.3% | 2.1% |
| GDP growth | 1.7% | 1.9% | 2.0% | 2.7% |
| Manheim growth A | (0.6%) | (0.1%) | 0.3% | 0.1% |

A. US used vehicle price car index.

Each of the macroeconomic scenarios is associated with a given

weight. As for its allocation, Santander Bank, National Association

associates the highest weighting to the Base scenario, while

associates the lowest weightings to the most extreme scenarios:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 | 2024 | 2023 |
| Pessimistic scenario 2 | 18% | 18% | 18% |
| Pessimistic scenario 1 | 20% | 20% | 20% |
| Base scenario | 33% | 33% | 33% |
| Optimistic scenario | 30% | 30% | 30% |

The sensitivity analysis of the main portfolios expected loss to

variations of +/-100 bp for the macroeconomic variables used in

the construction of the scenarios as of 2025 is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Change in Provision | | |
|  | Mortgages | Corporates | Auto |
| GDP Growth |  |  |  |
| -100 bps | 13.6% | 10.9% | 2.8% |
| +100 bps | (10.6%) | (7.7%) | (2.0%) |
| Housing price change |  |  |  |
| -100 bps | 26.9% | 18.7% | 5.0% |
| +100 bps | (12.9%) | (9.3%) | (2.5%) |
| Unemployment rate |  |  |  |
| -100 bps | (41.6%) | (25.9%) | (7.9%) |
| +100 bps | 53.9% | 39.5% | 11.8% |
| Manheim index |  |  |  |
| -100 bps | — | — | 1.8% |
| +100 bps | —% | —% | (1.4%) |

For the Stage 2 classification determination, this year SBNA

implemented, within the Auto portfolio, a system based on the

comparison of PD to determine whether there has been a

significant increase in credit risk. SBNA set both relative and

absolute thresholds, segmented by the customer’s credit profile,

and also established a backstop to the relative threshold. As a

result, SBNA will classify as Stage 2 those contracts whose current

PD has increased by more than two times compared to their PD at

origination.

For the remaining retail portfolios, SBNA uses the FICO (Fair Isaac

Corporation) score as a quantitative criterion as a proxy for PD,

considering the score at origination and its current value, and

setting different limits or cut-off points depending on each

portfolio’s characteristics. A significant increase in risk requires

changes in the score of around 120 bps and 20 bps.

Annual report 2025847

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

For wholesale portfolios, SBNA uses the transaction’s rating as a

proxy for PD, considering the rating at origination and its current

rating, and setting thresholds for different rating bands depending

on each portfolio’s characteristics.

In addition, SBNA defines specific qualitative criteria to identify

exposures that have recorded a significant increase in credit risk.

Among other criteria, Santander Bank, National Association

considers that a transaction presents a significant increase in credit

risk when it has arrears positions for more than 30 days or when a

system of early warning indicators determines it.

Santander Consumer USA Inc.

Santander Consumer USA Inc. (SC USA) presents higher risk

indicators than other Santander US units due to the nature of its

business, which focuses on auto finance via loans and leasing.

At 31 December 2025, lending amounted to EUR 25,318 million

(representing 2.1% of the Group) and presents a decrease of 17.5%

regarding December 2024.

Regarding the NPL ratio, it increased to 22.08% (+340 bps in the

year); and the cost of risk stood at 6.10% (-51 bps YoY).

NPL coverage ratio fell to 53% (-885 pp in the year), in line with the

percentages of transfers from default to bad debts, which are at

historically low levels.

The business focuses on optimising the profitability-to-risk

relationship through pricing management aligned with each

customer’s credit quality and each transaction, while also

strengthening dealer processes and the dealer experience. 2025

was marked by uncertainty stemming from tariff policy and fiscal

stimulus measures, as well as the end of the exclusivity agreement

with Stellantis.

Information on the estimation of impairment losses

The detail of Santander Consumer USA Inc. exposure and loan-loss

reserves associated with each of the stages at 31 December 2025,

2024 and 2023, is shown below. In addition, the exposure is

divided in four tranches of the Standard & Poor's rating scale,

according to their current credit quality:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2025 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | — | — | — | — |
| From A+ to BB | 54 | — | — | 54 |
| From BB- to B- | 10,167 | 947 | — | 11,114 |
| CCC and below | 3,577 | 4,871 | 5,588 | 14,036 |
| Total exposure B | 13,798 | 5,818 | 5,588 | 25,204 |
| Loan-loss reservesC | 419 | 910 | 1,688 | 3,017 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2024 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | — | — | — | — |
| From A+ to BB | 202 | — | — | 202 |
| From BB- to B- | 12,802 | 451 | — | 13,253 |
| CCC and below | 7,259 | 4,226 | 5,729 | 17,214 |
| Total exposure B | 20,263 | 4,677 | 5,729 | 30,669 |
| Loan-loss reservesC | 630 | 1,006 | 1,908 | 3,544 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2023 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | — | — | — | — |
| From A+ to BB | 99 | 0 | — | 99 |
| From BB- to B- | 12,120 | 395 | — | 12,515 |
| CCC and below | 6,754 | 4,237 | 5,272 | 16,263 |
| Total exposure B | 18,973 | 4,632 | 5,272 | 28,877 |
| Loan-loss reservesC | 597 | 1,019 | 1,712 | 3,328 |

A. Detail of credit quality ratings calculated for Group management purposes.

B. Total exposure includes loan balances (drawn amounts) and off-balance (letters

of credit + guarantees) and excludes REPOs, FV portfolio, trading portfolio and

undrawn commitments.

C. Includes provisions for undrawn authorized lines (loan commitments).

For the expected losses estimation, prospective information should

be taken into account. Specifically, SC USA considers four

macroeconomic scenarios, periodically updated over a 5-year time

horizon.

The evolution forecasted in 2025 for a period of five years of the

main macroeconomic indicators used by in SC USA in the

estimation of expected losses is shown below:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2026-2030 | | | |
| Variables | Pessimistic  scenario 2 | Pessimistic  scenario 1 | Base  scenario | Optimistic  scenario |
| Interest rate  (annual averaged) | 1.8% | 2.6% | 3.2% | 3.0% |
| Unemployment rate | 6.4% | 5.0% | 4.2% | 3.7% |
| House price change | 0.2% | 0.7% | 1.3% | 2.1% |
| GDP growth | 1.7% | 1.9% | 2.0% | 2.7% |
| Manheim A index | (0.6%) | (0.1) | 0.3% | 0.1% |

A. US used vehicle price car index.

Each of the macroeconomic scenarios is associated with a given

weight. Santander Consumer USA Inc. associates the highest

weighting to the Base scenario, whereas it associates the lowest

weightings to the most extreme or acid scenarios:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 | 2024 | 2023 |
| Pessimistic scenario 2 | 18% | 18% | 18% |
| Pessimistic scenario 1 | 20% | 20% | 20% |
| Base scenario | 33% | 33% | 33% |
| Optimistic scenario | 30% | 30% | 30% |

Annual report 2025848

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The sensitivity analysis of the main portfolios expected loss to

variations of +/-100 bp for the macroeconomic variables used in

the construction of the scenarios at the end of 2025 is as follows:

|  |  |
| --- | --- |
|  |  |
|  | Change in provision |
|  | SC Auto |
| Manheim index |  |
| -100 bps | 1.0% |
| +100 bps | (0.8%) |
| Unemployment Rate |  |
| -100 bps | (4.9%) |
| +100 bps | 7.0% |
| House Price Change |  |
| -100 bps | 3.1% |
| +100 bps | (1.6%) |
| GDP growth |  |
| -100 bps | 1.7% |
| +100 bps | (1.2%) |

In relation to the Stage 2 classification determination, SC USA

implemented a new system based on the comparison of PDs at

origination and current PD, replacing the previous approach based

on the FICO (Fair Isaac Corporation) score. SC USA established a set

of absolute and relative thresholds, segmented based on the

customer’s credit profile. Finally, it introduced a backstop to the

relative threshold whereby contracts whose current PD has

increased by more than two times compared to their PD at

origination are classified as Stage 2.

Additionally, for each portfolio, a series of specific qualitative

criteria are defined, which indicate that the exposure has

experienced a significant increase in credit risk, regardless of the

evolution of its PD since the initial recognition. Among other

criteria, the entity considers that a transaction has experienced a

significant increase in credit risk when it has past-due positions for

more than 30 days. These criteria align with the risk management

practices of each portfolio.

3.4. Banco Santander (Brasil) S.A.

Portfolio overview

Santander Brasil's credit risk amounted to EUR 105,410 million,

increasing 1% from 2024. Minus the exchange rate effect, it grew

by 1.3%. As of December 2025, Santander Brasil accounts for 9%

of Grupo Santander's loan book.

The NPL ratio went from 6.14% in December 2024 to 6.82% in

December 2025, and the coverage ratio increased from 82.8% to

83.4%.

As of 31 December 2025 loan-loss provisions reached EUR

4,409 million, a 2% year-on-year decrease. Cost of risk increased

from 4.51% in 2024 to 4.73% in 2025.

In 2025, the Brazilian economy is moderating compared to the

previous year. Several factors drive this performance: reduced

fiscal support, a more restrictive monetary policy and a less

favourable external environment.

The labour market still shows resilience, which has helped prevent

a sharp deterioration in household consumption. However, some

indicators suggest that this labour-market momentum is starting

to cool, with private-sector employment growth gradually easing.

Inflation is expected to close the year at around 4.8%, with a trend

towards further moderation in 2026. A moderate appreciation of

the Brazilian real and weaker domestic demand contribute to this

price moderation. The Brazilian real exchange rate remains a

source of uncertainty, together with public debt sustainability and

the need for fiscal adjustments to contain financial imbalances.

From a sectoral perspective, the agricultural sector and certain

industrial segments continue to provide relevant support, although

the overall slowdown and the effects of tighter monetary

conditions limit their contribution to aggregate growth.

Against this backdrop, although Brazil retains a relatively solid

base — a robust labour market and competitive export sectors —

2025 is shaping up as a transition year, with the economy slowing

and facing multiple structural challenges (inflation, exchange rate,

debt and monetary policy) that condition its performance.

The retail segment (without Consumer Finance), which represents

37% of Santander Brazil's total portfolio, mainly comprises

mortgages and credit cards (29% and 26% of the total portfolio,

respectively). Thanks to the risk mitigation measures implemented

in origination and portfolio management, cost of risk has been kept

at 4.7%, despite the high SELIC rate and inflation running above the

official target, which reduces individuals’ repayment capacity.

In the SME segment, which represents 11% of total risk exposure,

the Bank maintained the restrictive origination measures adopted

in recent years, particularly for the higher-risk profiles with weaker

performance. Teams continuously review and adjust strategies to

keep credit quality within expected levels. Overall, they achieved

this during the year, with an acceptable performance of new

business indicators.

In Brazil’s corporate segment, 2025 was marked by an uncertain

geopolitical backdrop and some weaknesses in the local economy,

notably high interest rates that have affected the repayment

capacity of more leveraged companies. In this environment, the

portfolio’s growth slowed and NPL and cost of risk levels increased.

Annual report 2025849

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Information on the estimation of impairment losses

The detail of Banco Santander (Brasil) S.A. exposure and loan-loss

reserves associated with each of the stages at 31 December 2025,

2024 and 2023, is shown below. In addition, the exposure is

divided in four tranches of the Standard & Poor's rating scale,

according to their current credit quality:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves | | | | |
| EUR million | 2025 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 16,898 | 1,513 | — | 18,411 |
| From A+ to BB | 29,179 | 1,253 | — | 30,432 |
| From BB- to B- | 36,089 | 7,035 | — | 43,124 |
| CCC and below | 1,217 | 3,801 | 7,151 | 12,169 |
| Total exposureB | 83,383 | 13,602 | 7,151 | 104,136 |
| Loan-loss reservesC | 648 | 1,128 | 4,216 | 5,992 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves | | | | |
| EUR million |  |  |  |  |
|  | 2024 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 19,557 | 970 | — | 20,527 |
| From A+ to BB | 32,824 | 1,637 | — | 34,461 |
| From BB- to B- | 33,655 | 5,285 | — | 38,940 |
| CCC and below | 423 | 2,808 | 6,382 | 9,613 |
| Total exposureB | 86,459 | 10,700 | 6,382 | 103,541 |
| Loan-loss reservesC | 687 | 860 | 3,766 | 5,313 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves | | | | |
| EUR million |  |  |  |  |
|  | 2023 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 20,670 | 468 | — | 21,138 |
| From A+ to BB | 38,869 | 751 | — | 39,620 |
| From BB- to B- | 36,107 | 4,177 | — | 40,284 |
| CCC and below | 1,153 | 3,735 | 7,479 | 12,367 |
| Total exposureB | 96,799 | 9,131 | 7,479 | 113,409 |
| Loan-loss reservesC | 722 | 1,078 | 4,538 | 6,338 |

A. Detail of credit quality ratings calculated for Group management purposes.

B. Total exposure includes loan balances (drawn amounts) and off-balance (letters

of credit + guarantees) and excludes REPOs, FV portfolio, trading portfolio and

undrawn commitments.

C. Includes provisions for undrawn authorized lines (loan commitments).

For the expected losses estimation, prospective information is

taken into account. Particularly, Santander Brazil considers three

macroeconomic scenarios, periodically updated. The evolution for

a period of five years of the main macroeconomic indicators used

to estimate the expected losses in Santander Brazil is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2026-2030 | | |
| Variables | Pessimistic  scenario | Base  scenario | Optimistic  scenario |
| Interest rate (annual  averaged) | 11.5% | 10.9% | 10.3% |
| Unemployment rate | 8.0% | 6.5% | 5.4% |
| House price change | 1.1% | 5.9% | 10.3% |
| GDP growth | (0.2%) | 1.9% | 3.8% |
| Burden income | 27.0% | 26.8% | 26.1% |

Each macroeconomic scenario is associated with a given weight.

Regarding its assignation, Brazil links the highest weight to the

base scenario whilst links the lowest weights to the most extreme

scenarios:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 | 2024 | 2023 |
| Pessimistic scenario | 13% | 13% | 10% |
| Base scenario | 75% | 75% | 80% |
| Optimistic scenario | 13% | 13% | 10% |

The sensitivity analysis of the main portfolios expected loss to

variations of +/-100 bp for the macroeconomic variables used in

the construction of the scenarios is at the end of 2025 as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Change in provision | | |
|  | Individuals | SME | Other |
| GDP growth |  |  |  |
| -100 bps | 1.3% | 2.9% | 2.6% |
| +100 bps | (0.7%) | (1.3%) | (1.4%) |
| Unemployment rate |  |  |  |
| +100 bps | (1.9%) | (3.8%) | (4.5%) |
| +100 bps | 2.8% | 6.2% | 6.3% |
| Interest rate (SELIC) |  |  |  |
| -100 bps | (0.6%) | (1.6%) | (0.9%) |
| +100 bps | 1.7% | 4.0% | 3.5% |

Regarding the Stage 2 classification determination, Santander

Brasil assesses whether the increase in lifetime PD over the

expected life of the transaction exceeds the combined effect of an

absolute and a relative threshold. These thresholds vary by

portfolio, depending on the characteristics of the transactions. A

transaction is deemed to breach the threshold when its lifetime PD

increases by a specified amount compared to the PD recorded at

initial recognition.

The absolute and relative threshold levels are recalibrated

periodically and depend on the type of portfolio to which they

apply. In addition, Santander Brasil has implemented a backstop to

the relative threshold across all portfolios: contracts whose current

PD doubles the PD at origination are automatically classified as

Stage 2.

Annual report 2025850

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

4. Other credit risk aspects

4.1. Credit risk by activity in the financial markets

This section covers credit risk from treasury, with money market

financing and counterparty risk products to satisfy the needs of

customers (especially credit institutions) and  the Group.

Counterparty credit risk is defined as the risk that could arise from

a total or partial failure to meet the financial obligations entered

into with the entity, because a customer may default before the

final settlement of the transaction’s cash flows. This risk usually

increases the longer the period between the trade date and the

settlement date. It is a bilateral credit risk that can affect both

parties to the transaction, and its magnitude is uncertain, as it

depends on volatile market factors.

Within counterparty credit risk exposure, an additional risk known

as wrong-way risk may arise. It occurs when exposure to a

portfolio or counterparty increases at the same time as its credit

quality deteriorates. In other words, wrong-way risk exists when

default risk increases and, as a result, the exposure to the

counterparty also increases. Santander has specific models to

measure and control this risk.

Settlement risk arises when the settlement of a transaction

involves a bilateral exchange of flows or assets between two

counterparties. For example, when a counterparty buys dollars in

exchange for euros, settlement involves one party delivering euros

and receiving an equivalent amount of dollars from the other.

Settlement risk is the risk that one of the parties fails to meet its

settlement obligations. We have also developed a global

infrastructure and specific models to measure this risk.

To manage and control counterparty risk, it is essential to have an

infrastructure that allows measuring current and potential

exposure at different levels of aggregation and granularity in an

agile and dynamic way, ensuring the generation of reports with

sufficient detail to facilitate the understanding of exposures and

the decision-making process.

To measure exposure, Grupo Santander follows two

methodologies: mark-to-market (MtM or replacement value in

derivatives) plus potential future exposure (add-on), and Monte

Carlo simulation for calculating exposure for some countries and

products. Additionally, Santander calculates capital at risk or

unexpected loss, which is the loss that constitutes economic capital

net of guarantees and recoveries, after deducting the expected

loss.

After market close, Grupo Santander recalculates exposures by

adjusting all operations to their new time horizon, adapting the

potential future exposure and applying mitigation measures

(netting, collateral, among others), so that exposures can be

controlled daily against the limits approved by senior management

within the risk appetite. Santander performs risk control through a

real-time integrated system, which allows the Group to know at

any moment the available exposure limit with any counterparty, in

any product and term, and across all subsidiaries.

Grupo Santander runs monthly stress tests on derivatives

portfolios and securities financing transactions (SFT). These

exercises form an integral part of the counterparty credit risk

management process. They allow us to assess the resilience of

exposures under adverse scenarios and support appropriate

identification, measurement and control of the associated risks.

4.2. Concentration risk

Concentration risk control is an essential aspect of Grupo

Santander's management. The Group continuously monitors the

level of concentration in its credit risk portfolios applying various

criteria: geographic areas and countries, economic sectors and

groups of customers.

The board, via the risk appetite framework, determines the

maximum levels of concentration.

In line with these maximum levels and limits, the executive risk

committee establishes the risk policies and reviews the appropriate

exposure levels for the effective management of the degree of

concentration in Santander’s credit risk portfolios.

Grupo Santander must adhere to the regulation on large risks

contained in the CRR, according to which the exposure contracted

by an entity with a customer or group of associated customers will

be considered a large exposure when its value is equal to or greater

than 10% of eligible capital.

In addition, in order to limit large exposures, no entity may assume

exposures exceeding 25% of its eligible capital with a single

customer or group of associated customers, having factored in the

credit risk mitigation effect contained in the regulation.

At the end of December, after applying risk mitigation techniques,

no group reaches the above-mentioned thresholds.

Regulatory credit exposure with the 20  largest groups within the

scope of large risks represented  5.3% of the outstanding credit risk

with customers (lending to customers plus off-balance sheet risks)

as of December 2025. While the regulatory credit exposure with

the 40 largest groups represents 8.4% of the credit risk.

Annual report 2025851

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The detail, by activity and geographical area of the Group's risk

concentration at 31 December 2025 is as follows:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million |  |  |  |  |  |
|  | 2025A | | | | |
|  | Total | Spain | Other EU  countries | America | Rest of the  world |
| Central banks and Credit institutions | 326,316 | 61,256 | 71,853 | 119,532 | 73,675 |
| Public sector | 267,765 | 82,131 | 62,620 | 109,109 | 13,905 |
| Of which: |  |  |  |  |  |
| Central government | 239,153 | 66,479 | 57,468 | 101,768 | 13,438 |
| Other central government | 28,612 | 15,652 | 5,152 | 7,341 | 467 |
| Other financial institutions (financial business activity) | 207,044 | 16,301 | 50,819 | 101,600 | 38,324 |
| Non-financial companies and individual entrepreneurs (non-  financial business activity) (broken down by purpose) | 447,496 | 103,836 | 94,760 | 188,078 | 60,822 |
| Of which: |  |  |  |  |  |
| Construction and property development | 20,322 | 4,130 | 2,090 | 9,396 | 4,706 |
| Civil engineering construction | 5,128 | 1,835 | 1,740 | 1,468 | 85 |
| Large companies | 291,515 | 53,841 | 63,635 | 127,003 | 47,036 |
| SMEs and individual entrepreneurs | 130,531 | 44,030 | 27,295 | 50,211 | 8,995 |
| Households – other (broken down by purpose) | 543,928 | 88,602 | 98,262 | 142,560 | 214,504 |
| Of which: |  |  |  |  |  |
| Residential | 333,552 | 61,818 | 27,030 | 46,605 | 198,099 |
| Consumer loans | 192,746 | 19,784 | 69,670 | 87,491 | 15,801 |
| Other purposes | 17,630 | 7,000 | 1,562 | 8,464 | 604 |
| Total | 1,792,549 | 352,126 | 378,314 | 660,879 | 401,230 |

A. For the purposes of this table, the definition of risk includes the following items in the public balance sheet: 'Loans and advances to credit institutions', 'Loans and

advances to Central Banks', 'Loans and advances to Customers', 'Debt securities', 'Equity Instruments', 'Trading Derivatives', 'Hedging derivatives', 'Investments and

financial guarantees given'.

4.3 Sectors identification and management

Grupo Santander conducts  a quarterly review of exposure to

customers operating in sectors that could be more affected by

macroeconomic conditions (energy consumption, commodity

prices, and key macroeconomic variables). This monitoring is

complemented by the use of internal tools that allow projecting

the behaviour and evolution of clients in each sector under

different macroeconomic scenarios. Additionally, this process

considers, among other things, the following information at the

sector level:

• Market information: Industries’ stock market performance.

• Analysts’ EBITDA forecasts for the coming years.

• Internal information: Changes in credit exposure, defaults (in

different timelines) and stagings.

• Our industry experts’ opinion, based on specific details about our

exposures and our relationships with customers

Grupo Santander continued to strengthen our ability to analyse

potential losses at the highest possible level of granularity by

enhancing the methodology and sector projection tools, based on

the resilience of each company’s financial statements under

different macroeconomic scenarios.

4.4. Sovereign risk and exposure to other public sector entities

Sovereign risk arises from central bank transactions (including

regulatory cash reserves), government bonds issued by the

Treasury or equivalent bodies (public debt portfolio), and

transactions with public-sector entities funded exclusively by a

state’s budget revenues and with no commercial activity.

The standard historically applied by Grupo Santander differs from

the one used by the EBA in its periodic stress tests. The most

significant differences are that the EBA’s approach does not include

deposits with central banks, exposures held in insurance

companies, or indirect exposures through guarantees or other

instruments. By contrast, it does include public administrations

more broadly (including regional and local authorities), and not

only those of the central government.

Santander continues  to track and manage transactions with

sovereign risk based on available information, such as reports by

rating agencies and international organizations. Grupo Santander

monitors each country where the Group has cross-border1 and

sovereign risk. Santander analyses events that could affect the

country’s political or institutional stability and assign its

government or central bank a credit rating. This helps us set limits

for transactions with sovereign risk.

Annual report 2025852

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Over recent years, total sovereign risk exposure has remained in

line with regulatory requirements and the strategy defined for

managing this portfolio. Changes in exposure across countries

reflect the liquidity management strategy and hedging of interest

rate and foreign exchange risk. International exposure is diversified

across countries with different macroeconomic expectations and,

consequently, different growth, interest rate and exchange rate

scenarios..

At the end of December 2025, Grupo Santander´s local sovereign

exposure, in currencies other than the official currency of the

country of issuance, is not significant (EUR 4,908 million, 1.2%  of

total sovereign risk) according to our management criteria.

Furthermore, exposure to non-local sovereign issuers involving

cross-border risk is even less significant2 (EUR 17,002 million, 4.0%

of total sovereign risk). Sovereign exposure in Latin America is

mostly in local currency, and is recognised in the local accounts and

concentrated in short- term maturities.

Our investment strategy for sovereign risk considers country’s

credit quality to set the maximum exposure limits. The following

table shows the percentage of exposure by ratingA:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Exposure distribution by rating | | | |
|  | 2025 | 2024 | 2023 |
| AAA | 18% | 21% | 18% |
| AA | 17% | 18% | 19% |
| A | 43% | 41% | 41% |
| BBB | 14% | 11% | 12% |
| Less than BBB | 9% | 9% | 10% |

A. Internal ratings are applied.

Sovereign exposure at the end of December 2025 is shown in the table below (data in million euros):

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | 2025 | | | | |  | 2024 |
|  | Portfolio | | | |  |  |  |
|  | Financial assets held  for trading and  Financial assets  designated as FV with  changes in results | Financial assets  at fair value  through other  comprehensive  income | Financial  assets at  amortised cost | Non-trading  financial assets  mandatory at fair  value through  profit or loss | Total net  direct  exposure |  | Total net  direct  exposure |
| Spain | 3,852 | 112 | 58,044 | — | 62,008 |  | 56,293 |
| Portugal | (659) | 1,199 | 6,767 | — | 7,307 |  | 7,652 |
| Italy | 2,875 | 440 | 12,557 | — | 15,872 |  | 12,915 |
| Greece | — | — | — | — | — |  | — |
| Ireland | (38) | — | — | — | (38) |  | — |
| Rest Eurozone | 3,684 | 254 | 10,443 | — | 14,381 |  | 6,212 |
| UK | 907 | 1,001 | 5,687 | — | 7,595 |  | 8,772 |
| Poland | 1,141 | 6,339 | 13,333 | — | 20,813 |  | 14,286 |
| Rest of Europe | 8 | — | 526 | — | 534 |  | 954 |
| US | 4,783 | 4,320 | 15,943 | — | 25,046 |  | 24,926 |
| Brazil | 8,089 | 9,533 | 8,543 | — | 26,165 |  | 26,641 |
| Mexico | 10,663 | 7,652 | 7,599 | — | 25,914 |  | 21,642 |
| Chile | 676 | 2,666 | 5,254 | — | 8,596 |  | 6,900 |
| Rest of America | 2,593 | 1,654 | 2,151 | — | 6,398 |  | 4,431 |
| Rest of the World | 211 | 17 | 4,128 | — | 4,356 |  | 7,003 |
| Total | 38,785 | 35,187 | 150,975 | — | 224,947 |  | 198,627 |

1 Risks with domestic public or private borrowers in foreign currency and originated outside the country.

2 Countries that are not considered low risk by Banco de España.

5. Forborne loan portfolio

The customer debt redirection policy incorporates the regulatory

requirements of the EBA guidelines on the management of non-

performing exposures, refinancing and restructuring. This policy

acts as a reference for the transposition in our subsidiaries and

shares the applicable supervisory expectations.

This policy also sets down rigorous criteria for evaluating,

classifying and monitoring forbearances to support the strictest

possible care and diligence in recovering due amounts. Thus, it

dictates that Santander  must adapt payment obligations to

customers' current circumstances. Our forbearance policy also

defines classification criteria to support  Grupo Santander

recognizes risks appropriately.

Forbearances must remain classified as non-performing or in

watch-list for a prudential period for reasonable certainty of

repayment. In no case will repayments be used to delay the

immediate recognition of losses or so that their use distorts the

timely recognition of the risk of non-payment.

Annual report 2025853

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

At 31 December 2025, forbearance stock fell again and stood at

EUR  25,235  million, due to the good payment behaviour in the

main geographies. In terms of credit quality,  53% of the loans is

classified as credit impaired, with a coverage ratio of  41% . In

addition, 47% of the portfolio is classified as performing.

The following terms are used with the meanings specified below:

• Refinancing transaction: transaction that is granted or used, for

reasons relating to current or foreseeable financial difficulties of

the borrower, to repay one or more of the transactions granted to

it, or through which the payments on such transactions are

brought fully or partially up to date, in order to enable the

borrowers of the cancelled or refinanced transactions to repay

their debt (principal and interest) because they are unable, or

might foreseeably become unable, to comply with the conditions

there of in due time and form.

• Restructured transaction: transaction with respect to which, for

economic or legal reasons relating to current or foreseeable

financial difficulties of the borrower, the financial terms and

conditions are modified in order to facilitate the payment of the

debt (principal and interest) because the borrower is unable, or

might foreseeably become unable, to comply with the

aforementioned terms and conditions in due time and form, even

if such modification is envisaged in the agreement.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Current refinancing and restructuring balances | | | | | | | |
| Amounts in EUR million, except number of transactions that are in units | | | | | | | |
| 2025 | | | | | | | |
|  | Total | | | | | | |
|  | Without real guarantee | | With real guarantee | | | |  |
|  |  |  |  |  | Maximum amount of the  actual collateral that can be  considered | | Impairment of accumulated  value or accumulated losses in  fair value due to credit risk |
|  | Number of  transactions | Gross  amount | Number of  transactions | Gross  amount | Real estate  guarantee | Rest of real  guarantees |
| Credit entities | — | — | — | — | — | — | — |
| Public sector | 14 | 6 | 9 | 7 | 5 | — | 8 |
| Other financial institutions and: individual  shareholder | 933 | 94 | 462 | 182 | 117 | 15 | 94 |
| Non-financial institutions and individual  shareholder | 489,192 | 5,095 | 42,700 | 5,596 | 3,271 | 923 | 2,713 |
| Of which financing for constructions and  property development | 249 | 21 | 523 | 739 | 695 | 4 | 75 |
| Other warehouses | 3,000,071 | 4,556 | 515,253 | 9,699 | 3,752 | 3,777 | 3,665 |
| Total | 3,490,210 | 9,751 | 558,424 | 15,484 | 7,145 | 4,715 | 6,480 |
| Financing classified as non-current assets and  disposable groups of items that have been  classified as held for sale | 13,499 | 261 | 4,630 | 566 | 406 | 14 | 171 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Current refinancing and restructuring balances | | | | | | | |
| Amounts in EUR million, except number of transactions that are in units | | | | | | | |
| 2025 | | | | | | | |
| Of which, non-performing/Doubtful | | | | | | | |
|  | Without real guarantee | | With real guarantee | | | |  |
|  |  |  |  |  | Maximum amount of the  actual collateral that can be  considered | | Impairment of accumulated  value or accumulated losses  in fair value due to credit risk |
|  | Number of  transactions | Gross  amount | Number of  transactions | Gross  amount | Real estate  guarantee | Rest of real  guarantees |
| Credit entities | — | — | — | — | — | — | — |
| Public sector | 5 | 2 | 9 | 7 | 5 | — | 8 |
| Other financial institutions and: individual  shareholder | 579 | 50 | 259 | 75 | 22 | 11 | 89 |
| Non-financial institutions and individual  shareholder | 296,008 | 2,901 | 26,767 | 2,585 | 1,166 | 420 | 2,420 |
| Of which financing for constructions and  property development | 167 | 3 | 264 | 156 | 115 | 4 | 50 |
| Other warehouses | 1,620,343 | 2,401 | 296,470 | 5,313 | 1,730 | 2,232 | 2,991 |
| Total | 1,916,935 | 5,354 | 323,505 | 7,980 | 2,923 | 2,663 | 5,508 |
| Financing classified as non-current assets  and disposable groups of items that have  been classified as held for sale | 6,901 | 120 | 1,720 | 235 | 110 | 5 | 145 |

Annual report 2025854

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

In 2025, the amortised cost of financial assets whose contractual

cash flows were modified during the year when the corresponding

loss adjustment was valued at an amount equal to the expected

credit losses over the life of the asset amounted to EUR 3,031

million (3,940 million  in 2024), without these modifications having

a material impact on the income statement. Also, during 2025, the

total of financial assets that have been modified since the initial

recognition, and whose correction for expected loss has gone from

being valued during the entire life of the asset to the following

twelve months, amounts to EUR 2,092 million (2,950 million  in

2024).

The transactions presented in the foregoing tables were classified

at 31 December 2025 by nature, as follows:

• Credit impaired: Operations that rest on an inadequate payment

scheme will be classified within the non-performing category,

regardless they include contract clauses that delay the

repayment of the operation throughout regular payments or

present amounts written off the balance sheet for being

considered irrecoverable.

• Performing: Operations not classifiable as non-performing will

be classified within this category. Operations will also be

classified as normal if they have been reclassified from the non-

performing category for complying with the specific criteria

detailed below:

• A period of a year must have passed from the refinancing or

restructuring date.

• The owner must have paid for the accrued amounts of the

capital and interests, thus reducing the rearranged capital

amount, from the date when the restructuring of refinancing

operation was formalised.

• The owner must not have any other operation with amounts

past due by more than 90 consecutive days of material delay

on the date of the reclassification to the normal risk category.

Attending to the credit attention 47% of the forborne loan

transactions are classified as other than non-performing.

Particularly noteworthy are the level of existing guarantees (47%

of transactions are secured by collateral) and the coverage

provided by specific allowances (representing 26% of the total

forborne loan portfolio and 41% of the non-performing portfolio).

c) Market, structural and liquidity risk

1. Activities subject to market risk and types of market risk

Activities exposed to market risk encompass transactions where

risk is assumed as a consequence of potential changes in interest

rates, inflation rates, exchange rates, stock prices, credit spreads,

commodity prices, volatility and other market factors; the liquidity

risk from our products and markets, and the balance-sheet liquidity

risk. Therefore, they include trading risks and structural risks.

• Interest rate risk  arises from movements in interest rates that

reduce the value of a financial instrument, a portfolio or the

Grupo Santander . It can affect loans, deposits, debt securities,

most assets and liabilities held for trading, and derivatives.

• Inflation rate risk  arises from movements in inflation that can

reduce the value of a financial instrument, a portfolio or the

entire group. It can affect loans, debt securities and derivatives

(e.g. inflation swaps and futures) whose profitability is linked to

inflation.

• Exchange rate risk is the possibility of loss because the currency

of a long or open position will depreciate against the base

currency. It can affect debt in subsidiaries whose local currency is

not the euro, as well as loans denominated in a foreign currency.

• Equity risk  is the possibility of loss from open positions in

securities if their market price or expected future dividends fall. It

affects shares, stock market indices, convertible bonds and

derivatives with shares as the underlying asset (put, call, equity

swaps, etc.).

• Credit spread risk is the possibility of loss from open positions in

fixed-income securities or credit derivatives if their yield curve, or

the recovery rate of their issuer or type change. A spread is the

yield difference between financial instruments against a

benchmark (e.g. the internal rate of return (IRR) of government

bonds and interbank interest rates).

• Commodity price risk is the possibility of loss from movements

in commodity prices. Grupo Santander's commodity exposure is

minor and stems mainly from commodity derivatives.

• Volatility risk is the possibility of loss caused by movements in

interest rates, exchange rates, the stock market, credit spreads

and other risk factors affecting portfolio value. It is inherent to all

financial instruments whose value considers volatility (especially

options contracts).

Derivative contracts (such as options, futures, forwards and swaps)

can mitigate market risks partially or fully.

Additionally, other more complex coverage market risks are

considered, such as correlation risk, market liquidity risk,

prepayment or cancellation risk and subscription risk.

• Correlation risk is the possibility of loss due to an adverse

correlation between risk variables that affect portfolio value. Risk

variables could be the same (e.g. two FX rates) or different (e.g.

an interest rate and a commodity price).

• Market liquidity risk is the possibility that fewer market makers

or institutional investors, a large number of transactions, market

instability and other factors will cause the Group or a subsidiary

to exit a position at a worse market price or trade cost. Exposure

to different products and currencies can also increase this risk.

• Pre-payment or cancellation risk originates when mortgages,

deposits and other on-balance-sheet instruments give holders

the option to buy or sell them, thus altering future cash flows.

Potential mismatches on the balance sheet pose a risk since cash

flows may have to be reinvested at an interest rate that is

potentially lower (assets) or higher (liabilities).

• Underwriting risk is the possibility that the bank will have to hold

part of a debt issue it has underwritten or agreed to place if it

cannot all be placed among potential buyers.

Annual report 2025855

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

Balance sheet liquidity risk (unlike market liquidity risk) is the

possibility of loss caused by forced disposal of assets or cash flow

imbalance if the bank meets its payment obligations late or at

excessive cost. It can cause losses by forced asset sales or impacts

on margins due to the mismatch between expected cash inflows

and outflows.

Pension and actuarial risks (explained at the end of this section)

also depend on market variables.

Grupo Santander aim to comply with the Basel Committee’s

Fundamental Review of the Trading Book (FRTB) and the EBA’s

Guidelines on the management of interest rate risk arising from

non-trading book activities. The purpose of several projects Grupo

Santander runs is to provide risk control managers and teams with

the best market risk management tools under the right governance

framework for the models Grupo Santander uses for metric

reporting; and to comply with regulation on the risks mentioned

above.

2 . Trading market risk management

Setting market risk limits in a dynamic process according to the risk

appetite in the annual limits plan prepared by senior management

and extended to all subsidiaries.

The standard methodology for risk management and control in

trading, measures the maximum expected loss with a specific level

of confidence and time frame. The standard for historical

simulation is a confidence level of 99% over one day.

Grupo Santander applies statistical adjustments efficiently to

incorporate recent developments affecting our levels of risk. Our

time frame is  two years  or at least  520 days from the reference

date of the VaR calculation.

The balance sheet items in the Group’s consolidated position that

are subject to market risk are shown below, distinguishing those

positions for which the main risk metric is VaR from those for

which risk monitoring is carried out using other metrics:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Risk metric values on the consolidated balance sheet | | | | |
| EUR million |  |  |  |  |
|  |  | Main market risk metric | |  |
|  | Balance sheet  amount | VaR | Other | Main risk factor for  'Other' balance |
| Assets subject to market risk |  |  |  |  |
| Cash, cash balances at central banks and other deposits on demand | 152,281 |  | 152,281 | Interest rate |
| Financial assets held for trading | 252,318 | 252,318 |  |  |
| Non-trading financial assets mandatorily at fair value through profit or loss | 7,761 | 5,815 | 1,946 | Interest rate, spread |
| Financial assets designated at fair value through profit or loss | 8,046 | — | 8,046 | Interest rate, spread |
| Financial assets designated at fair value through other comprehensive  income | 74,612 | 2,281 | 72,331 | Interest rate, spread |
| Financial assets at amortized cost | 1,202,689 |  | 1,202,689 | Interest rate, spread |
| Hedging derivatives | 3,931 |  | 3,931 | Interest rate, exchange  rate |
| Changes in the fair value of hedged items in portfolio hedges of interest  risk | 50 |  | 50 | Interest rate |
| Other assets | 165,827 |  |  |  |
| Total assets | 1,867,515 |  |  |  |
|  |  |  |  |  |
| Liabilities subject to market risk |  |  |  |  |
| Financial liabilities held for trading | 171,546 | 171,546 |  |  |
| Financial liabilities designated at fair value through profit or loss | 42,148 | — | 42,148 | Interest rate, spread |
| Financial liabilities at amortized cost | 1,421,184 |  | 1,421,184 | Interest rate, spread |
| Hedging derivatives | 4,248 |  | 4,248 | Interest rate, exchange  rate |
| Changes in the fair value of hedged items in portfolio hedges of interest  rate risk | 49 |  | 49 | Interest rate |
| Other liabilities | 115,592 |  |  |  |
| Total liabilities | 1,754,767 |  |  |  |
| Equity | 112,748 |  |  |  |

Annual report 2025856

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

The following table displays the latest and average VaR values at

99% by risk factor over the last three years. It also shows the

minimum and maximum VaR values in 2025 and  97.5%  ES at the

end of December 2025:

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| VaR statistics and expected shortfall by risk factor A | | | | | | | | | | | |
| EUR million. VaR at 99%  and ES at  97.5%  with  one day  time horizon | | | | | | | | | | | |
|  | 2025 | | | | |  | 2024 | |  | 2023 | |
|  | VaR ( 99%) | | | | ES  (97.5%) |  | VaR | |  | VaR | |
|  | Min | Average | Max | Latest | Latest |  | Average | Latest |  | Average | Latest |
| Total Trading | 9.6 | 17.6 | 29.2 | 18.7 | 16.9 |  | 17.1 | 18.7 |  | 11.7 | 13.5 |
| Diversification effect | (10.7) | (21.0) | (59.3) | (17.7) | (18.9) |  | (19.8) | (27.3) |  | (14.9) | (17.1) |
| Interest rate | 11.2 | 16.5 | 23.0 | 15.3 | 16.4 |  | 17.0 | 20.2 |  | 12.2 | 11.1 |
| Equities | 2.4 | 6.5 | 10.8 | 8.1 | 7.5 |  | 6.0 | 9.5 |  | 3.2 | 6.0 |
| Exchange rate | 3.3 | 7.4 | 37.5 | 6.3 | 5.8 |  | 5.8 | 5.9 |  | 5.3 | 4.8 |
| Credit spread | 3.2 | 5.7 | 10.2 | 4.8 | 4.8 |  | 4.9 | 5.3 |  | 4.3 | 6.1 |
| Commodities | 0.2 | 2.5 | 7.0 | 1.9 | 1.3 |  | 3.2 | 5.1 |  | 1.6 | 2.6 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Total Europe | 9.6 | 15.0 | 28.2 | 13.2 | 13.2 |  | 12.7 | 16.0 |  | 9.4 | 11.8 |
| Diversification effect | (8.9) | (18.0) | (32.4) | (15.9) | (17.8) |  | (15.4) | (18.4) |  | (10.5) | (13.8) |
| Interest rate | 9.0 | 13.3 | 19.2 | 11.4 | 13.3 |  | 12.0 | 14.4 |  | 9.1 | 8.2 |
| Equities | 2.7 | 6.4 | 11.0 | 7.4 | 7.1 |  | 5.9 | 8.8 |  | 2.8 | 5.8 |
| Exchange rate | 3.7 | 7.3 | 19.7 | 5.3 | 5.7 |  | 5.1 | 5.8 |  | 3.5 | 5.2 |
| Credit spread | 3.0 | 5.8 | 10.4 | 4.9 | 4.8 |  | 4.9 | 5.3 |  | 4.3 | 6.1 |
| Commodities | 0.1 | 0.2 | 0.3 | 0.1 | 0.1 |  | 0.2 | 0.1 |  | 0.2 | 0.3 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Total North America | 3.7 | 5.8 | 8.9 | 5.5 | 5.3 |  | 6.9 | 6.4 |  | 4.0 | 5.0 |
| Diversification effect | (0.4) | (1.7) | (6.3) | (1.6) | (1.8) |  | (1.1) | (0.8) |  | (0.7) | (0.5) |
| Interest rate | 3.8 | 5.9 | 8.8 | 4.8 | 4.9 |  | 6.9 | 6.6 |  | 3.7 | 5.0 |
| Equities | 0.1 | 0.8 | 3.2 | 1.0 | 1.0 |  | 0.2 | 0.1 |  | 0.2 | 0.0 |
| Exchange rate | 0.2 | 0.8 | 3.2 | 1.3 | 1.2 |  | 0.9 | 0.5 |  | 0.8 | 0.5 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Total South America | 3.2 | 7.6 | 16.5 | 5.8 | 5.9 |  | 9.0 | 9.5 |  | 7.3 | 7.0 |
| Diversification effect | (0.3) | (5.2) | (28.7) | (8.7) | (6.2) |  | (6.9) | (5.5) |  | (6.2) | (6.6) |
| Interest rate | 2.8 | 7.2 | 18.1 | 4.0 | 3.8 |  | 8.8 | 6.5 |  | 7.3 | 5.6 |
| Equities | 0.2 | 1.5 | 7.2 | 2.2 | 2.3 |  | 1.2 | 2.1 |  | 1.4 | 2.4 |
| Exchange rate | 0.4 | 1.6 | 12.9 | 6.5 | 4.7 |  | 2.7 | 1.3 |  | 3.2 | 3.0 |
| Commodities | 0.1 | 2.5 | 7.0 | 1.8 | 1.3 |  | 3.2 | 5.1 |  | 1.6 | 2.6 |

A. In South and North America, VaR levels of credit spreads and commodities are not shown separately due to their low or null materiality.

VaR at the end of December (EU R  18.7 million ) was only EUR

0.03 million  lower compared to the end of 2024, reflecting

sustained high market volatility, ongoing geopolitical risk and

concerns over inflation trends, which could pick up again as a result

of new US trade policies.

By risk factor, average VaR (EUR 17.6 million ) higher across several

risk factors, especially for foreign exchange, with high market

volatility for certain currencies such as the US dollar and the

Argentine peso. Temporary spikes in VaR across the different

factors generally reflect isolated increases in market price volatility

rather than significant changes in positions.

By region, average VaR was higher than the 2024 average in

Europe, mainly due to interest rate and foreign exchange risk

factors, while it was lower in North America and South America.

Backtesting

Actual losses can differ from predicted losses because of the VaR’s

limitations. Grupo Santander measures the accuracy of the VaR

calculation model to make sure it is reliable. The most important

tests Grupo Santander runs involve backtesting:

• In hypothetical P&L backtesting and for the total portfolio, two

exceptions (a daily loss higher than VaR or a daily gain higher

than VaE) were observed in 2025 for VaR at a 99% confidence

level, on 9 and 11 April, as a result of high market volatility,

mainly driven by uncertainty over the potential impact of new US

trade policies.

• The exceptions observed in the past year are consistent with the

assumptions of the VaR calculation model.

Annual report 2025857

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

3. Structural balance sheet risks

3.1. Main aggregates and variations

Consistent with previous years, the market risk profile of  Grupo

Santander’s  balance sheet remained moderate in 2025 in terms of

asset, shareholders’ equity and NII volumes.

Each subsidiary’s finance division manages interest rate risk from

commercial banking and is responsible for handling structural risk

from interest rate fluctuations.

To measure interest rate risk,  Grupo Santander uses statistical

models based on strategies to mitigate structural risk with

interest-rate instruments (such as bonds and derivatives) to keep

risk profile within risk appetite.

The NII and EVE sensitivities below are based on scenarios of

parallel interest rate movements from -100 to +100 basis points.

Structural VaR

With such a homogeneous metric as VaR, Grupo Santander can

fully monitor market risk in the banking book (excluding CIB

trading activity). The Bank differentiates fixed income based on

interest rates and credit spreads in ALCO portfolios, FX rates and

shares.

In general, the structural VaR of  Grupo Santander total assets and

equity is minor.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Structural VaR | | | | | | | | |
| EUR million. Structural VaR 99% with a temporary horizon of  one day . | | | | | | | | |
|  | 2025 | | | | 2024 | | 2023 | |
|  | Min | Average | Max | Latest | Average | Latest | Average | Latest |
| Structural VaR | 598.5 | 662.9 | 751.9 | 690.1 | 747.7 | 687.5 | 705.0 | 749.5 |
| Diversification effect | (155.9) | (258.4) | (265.6) | (206.6) | (386.4) | (268.6) | (416.6) | (444.7) |
| VaR Interest RateA | 158.3 | 177.3 | 205.8 | 177.6 | 412.0 | 235.2 | 348.4 | 380.2 |
| VaR Exchange Rate | 486.0 | 597.7 | 648.7 | 572.4 | 571.7 | 594.4 | 580.4 | 642.9 |
| VaR Equities | 110.1 | 146.3 | 163.0 | 146.7 | 150.4 | 126.5 | 192.8 | 171.1 |

A.  Includes credit spread VaR on ALCO portfolios.

Structural interest rate risk

• Europe

At the end of December, net interest income (NII) for our main

balance sheets showed positive sensitivity to interest rate

increases. As of the same date, the economic value of equity (EVE)

showed negative sensitivity to interest rate increases.

At the end of December 2025, under the scenarios previously

described, the most significant NII sensitivity risk was concentrated

in the euro, at EUR 561 million; the pound sterling, EUR

169 million; the Polish złotyr, EUR 51 million; and the US dollar,

EUR 50 million , all linked to interest rate cut risk.

The most significant risk to the economic value of equity was

concentrated in the euro yield curve, at EUR  1,087 million; in pound

sterling, at EUR 614 million; the Polish złoty, at EUR  275 million

euros; and the US dollar, at EUR  104 million euros, all linked to

interest rate rise risk.

Exposure was moderate in relation to annual budget and capital

levels in 2025.

• North America

At the end of December, net interest income (NII) for our North

America balance sheets showed positive sensitivity to interest rate

increases in the United States, while showing negative sensitivity

to the same scenario in Mexico. In both cases, the economic value

of equity (EVE) showed negative sensitivity to interest rate

increases.

Exposure was moderate in relation to annual budget and capital

levels in 2025.

At the end of December 2025, significant risk to NII was mainly in

the US and amounted to EUR 49 million.

The most significant risk to EVE was in the US and amounted to

EUR  570 million.

• South America

EVE and NII on our main South American balance sheets are

generally positioned for interest rate cuts.

Annual report 2025858

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

In 2025, exposure across all countries remained moderate in

relation to the annual budget and capital levels.

At the end of December, the most significant risk to NII was mainly

in Brazil (EUR 57 million).

Most significant risk to EVE was recorded in Brazil (EUR

257 million) and in Chile (EUR 225 million).

Structural foreign currency rate risk/results hedging

Grupo Santander's structural FX risk stems mainly from the income

and hedging of foreign currency transactions for permanent

financial investments. In the dynamic management of this risk,

Grupo Santander aims to limit the impact of FX rate movements on

the core capital ratio. In 2025, the hedged of the different

currencies that have an impact on our core capital ratio was close

to 100% .

In December 2025, the largest permanent exposures (with their

potential impact on equity) were, in this order, in pound sterling,

US dollars, Brazilian reais, Mexican pesos, Polish zlotys and Chilean

pesos.

Grupo Santander uses FX derivatives to hedge part of those

permanent positions. The Finance division manages FX risk and

hedging for the expected profits and dividends of subsidiaries

whose base currency is not the euro.

Structural equity risk

Grupo Santander holds equity positions in its banking and trading

books. They are either equity instruments or stock, depending on

the share of ownership or control.

At the end of December 2025, the equities and shareholdings in

the banking book were diversified among Spain, China, Morocco,

Poland and other countries. Most of them invest in the financial

and insurance sectors. Grupo Santander has minor equity exposure

to property and other sectors.

Structural equity positions are exposed to market risk. The Group

calculates its VaR with a set of market prices and proxies. At the

end of the year 2025, VaR at a 99% confidence level over a one-day

horizon was EUR 147 million (EUR 127 million and EUR  171 million

in 2024 and 2023, respectively).

3.2.  Methodologies

Structural interest rate risk

Grupo Santander measures  the potential impact of interest rate

movements on EVE and NII. Because changing rates may generate

impacts, Grupo Santander must manage and control many

subtypes of interest rate risk, such as repricing risk, curve risk,

basis risk and option risk (e.g. behavioural or automatic).

Interest rate risk in the balance sheet and market conditions and

outlooks could necessitate certain financial measures to achieve

Grupo Santander's desired risk profile (such as selling positions or

setting interest rates on products Grupo Santander markets).

The metrics Grupo Santander uses to monitor IRRBB include NII and

EVE sensitivity to interest rate movements.

• Net interest income sensitivity

Net interest income (NII) is the difference between interest income

from assets and the interest cost of liabilities in the banking book

over a typical one- to three-year horizon (one year being standard

in Grupo Santander). Because NII sensitivity is the difference in

income between a selected scenario and the base scenario, its

values can be as many as considered scenarios. It enables us to see

short-term risks and supplement economic value of equity (EVE)

sensitivity.

• Economic value of equity sensitivity

Economic value of equity (EVE) is the difference between the

current value of all assets minus the current value of all liabilities

in the banking book. It does not include shareholders’ equity and

non-interest-bearing instruments. The sensitivity of the economic

value of own funds is obtained as the difference between said

economic value calculated with a selected scenario and that

calculated with a base scenario.

Because EVE sensitivity is the difference in EVE between a selected

scenario and the base scenario, it can have as many values as

considered scenarios. It enables us to see long-term risks and

supplement NII sensitivity.

Structural exchange-rate risk/hedging of results

Every day, Grupo Santander measures FX positions, VaR and P/L.

Structural equity risk

Grupo Santander measures equity positions, VaR and P/L.

4.

#### Liquidity risk

Structural liquidity management  aims to fund the Group’s  recurring

activity optimising maturities and costs, while avoiding taking on

undesired liquidity risks.

Santander’s  liquidity management is based on the following

principles:

• Define liquidity risk and provide detailed assessments of current

and emerging material liquidity risks.

• Define liquidity risk metrics, review and challenge liquidity risk

appetite and limits on first line of defence proposals.

• Evaluates and challenges commercial/business proposals; It

provides senior management and business units with the

necessary elements to understand the liquidity risk of

Santander's businesses and operations.

• Supervise the liquidity risk management of the first line of

defence and assess the permanence of businesses within the

limits of liquidity risk.

• Reports on compliance with risk appetite limits and exceptions, if

any, to governing bodies.

• Provides a consolidated view of liquidity risk exposures and

liquidity risk profile.

• Confirms the existence of adequate liquidity procedures to

manage the business within the limits of risk appetite.

Annual report 2025859

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The effective application of these principles by all institutions

comprising the Group required the development of a unique

management framework  built upon three fundamental pillars:

• A solid organisational and governance model that supports the

involvement of the subsidiaries’ senior management in decision-

taking and its integration into the Group’s global strategy. The

decision-making process for all structural risks, including

liquidity and funding risk, is carried out by local Asset and

Liability Committees (ALCOs) in coordination with the global

ALCO, which is the body empowered by the Bank's board in

accordance with the corporate Asset and Liability Management

(ALM) framework.

This governance model has been reinforced as it has been

included within Santander's Risk Appetite Framework. This

framework meets demands from regulators and market players

emanating from the financial crisis to strengthen banks’ risk

management and control systems.

• In-depth balance sheet analysis and measurement of liquidity

risk, supporting decision-taking and its control. The Group

objective is to maintains adequate liquidity levels necessary to

cover its short- and long-term needs with stable funding sources,

optimising the impact of their costs on the income statement.

Grupo Santander’s liquidity risk management processes are

contained within a conservative risk appetite framework

established in each geographic area in accordance with its

commercial strategy. This risk appetite establishes the limits

within which the subsidiaries  can operate in order to achieve

their strategic objectives.

• Management adapted in practice to the liquidity needs of each

business. Every year, based on business needs, a liquidity plan is

developed which seeks to achieve:

• a solid balance sheet structure, with a diversified presence in

the wholesale markets;

• the use of liquidity buffers and limited encumbrance of assets;

• compliance with both regulatory metrics and other metrics

included in each entity’s risk appetite statement.

Over the course of the year, all dimensions of the plan are

monitored.

Grupo Santander continues to develop the ILAAP (Internal Liquidity

Adequacy Assessment Process), an internal self-assessment of

liquidity adequacy which must be integrated into the Group’s other

risk management and strategic processes. It focuses on both

quantitative and qualitative matters and is used as an input to the

SREP (Supervisory Review and Evaluation Process). The ILAAP

evaluates the liquidity position both in ordinary and stressed

scenarios.

i. Liquidity risk measurement

Grupo Santander uses the Basel regulatory definition and

calculates a set of metrics and stress scenarios in relation to

intraday liquidity risk to maintain a high level of management and

control. On the one hand, the regulatory liquidity metrics (LCR,

NSFR) are prepared following the regulatory criteria established in

the CRR 2 and CRD IV. Regarding internal metrics, liquidity

scenarios are determined using a combination of behavioral

observation in actual liquidity crises occurred at other banks,

regulatory assumptions and expert judgment.

a) Liquidity Coverage Ratio (LCR)

The liquidity coverage ratio (LCR) is a regulatory metric. Its purpose

is to promote the short-term resilience of a bank’s liquidity profile

and make sure it has enough high-quality liquid assets to

withstand a considerable idiosyncratic or market stress scenario

over 30 calendar days.

b) Net Stable Funding Ratio (NSFR)

The net stable funding ratio (NSFR) is a regulatory metric we use to

measure long-term liquidity risk. It is the ratio of available stable

funding to required stable funding. It requires banks to keep a

robust balance sheet, with off-balance-sheet assets and operations

financed by stable liabilities.

c) Liquidity buffer

The liquidity buffer is the total liquid assets a bank has to cope with

cash outflows during periods of stress. The assets are free of

encumbrances and can be used immediately to generate liquidity

without losses or excessive discounts. The liquidity buffer is a tool

for calculating most liquidity metrics. It is also a metric with

defined limits for each subsidiary.

d) Wholesale liquidity metric

The wholesale liquidity metric measures the number of days Grupo

Santander would survive if it used liquid assets to cover lost

liquidity from a wholesale deposit run-off (without possible

renewal) over a set time horizon. Grupo Santander  also uses it as

an internal short-term liquidity metric to reduce risk from

dependence on wholesale funding.

e) Asset Encumbrance metrics

Grupo Santander calculates two metrics to measure asset

encumbrance risk. On the one hand, the asset encumbrance ratio

gives the proportion of encumbered assets to total assets; on the

other, the structural asset encumbrance ratio gives the proportion

of encumbered assets by structural funding transaction (namely

long-term collateralized issues and credit transactions with central

banks).

f) Other additional liquidity indicators

In addition to traditional tools to measure short and long-term

liquidity and funding risk, Grupo Santander has a set of additional

liquidity indicators to complement those and to measure other

non-covered liquidity risk factors. These include concentration

metrics, such as the main and the five largest funding

counterparties, or the distribution of funding by maturity.

In this sense, deposits do not show a tendency towards

concentration, maintaining a stable structure at 31 December

2024, where approximately 75% are transactional and more than

80% of retail deposits are insured by deposit guarantee systems of

the different countries.

Annual report 2025860

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g)  Liquidity scenario analysis

As liquidity stress tests, five standard scenarios have been defined:

i. An idiosyncratic scenario of events detrimental only to

Santander;

ii. a local market scenario of events highly detrimental to a base

country’s financial system or real economy;

iii. a global market scenario of events highly detrimental to the

global financial system; and

iv. combined scenario consisting of a combination of more severe

idiosyncratic and market events (local and global) occurring

simultaneously and interactively.

v. climate scenarios where different stress cases derived from the

effects that climate change could have on the economy are

collected.

Grupo Santander uses these stress test outcomes as tools to

determine risk appetite and support business decision-making.

h) Liquidity early warning indicators

Early warning indicator system consists of quantitative and

qualitative liquidity indicators that help predict stress situations

and weaknesses in the funding and liquidity structure of Grupo

Santander entities. External indicators relate to market-based

financial variables; internal indicators relate to our own

performance.

i) Intraday liquidity metrics

Grupo Santander follows Basel regulation and calculates several

metrics and stress scenarios for intraday liquidity risk to maintain a

high level of control.

ii. Liquidity coverage ratio and net stable financing ratio

The regulatory requirement for the LCR ratio has been set at 100%

since 2018.

Below is a breakdown of the Group's liquid assets composition

according to the criteria established in the supervisory prudential

information (Commission Implementing Regulation (EU)

2017/2114 of 9 November 2017) for the determination of high-

quality liquid assets for the calculation of the LCR ratio (HQLA):

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | |  |
|  | 2025 | 2024 | 2023 |
|  | Amount  weighted  applicable | Amount  weighted  applicable | Amount  weighted  applicable |
| High-quality liquid assets-HQLAs |  |  |  |
| Cash and reserves available at  central banks | 150,883 | 188,745 | 217,935 |
| Marketable assets Level 1 | 173,744 | 150,912 | 119,043 |
| Marketable assets Level 2A | 5,726 | 4,696 | 4,236 |
| Marketable assets Level 2B | 7,584 | 6,951 | 6,814 |
| Total high-quality liquid assets | 337,937 | 351,304 | 348,028 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | |  |
|  | 2025 | 2024 | 2023 |
| High-quality liquid assets-HQLAs  (numerator) | 301,618 | 315,524 | 348,028 |
| Total net cash outflows  (denominator) | 208,388 | 206,889 | 209,892 |
| Cash outflows | 287,044 | 278,760 | 282,982 |
| Cash inflows | 78,656 | 71,871 | 73,090 |
| Consolidated LCR ratio (%) | 145% | 153% | 166% |
| Group LCR ratio (%) | 155% | 168% |  |
| NSFR ratio (%) | 126% | 126% | 123% |

Since 2024, the calculation of the consolidated LCR ratio has been

updated to comply with a series of requirements regarding asset

transferability restrictions in third countries. This new consolidated

ratio includes an adjustment whereby any excess liquidity above

100% of LCR outflows, which is subject to transferability

restrictions (legal or operational) in third countries, is not taken

into account. This applies even if the surplus liquidity can be used

to cover additional outflows within the country itself, which is not

subject to any restrictions.

The total high-quality liquid assets differ from the high-quality

liquid assets (HQLAs) considered as the numerator within the

consolidated LCR ratio, due to the aforementioned adjustment.

In addition, since 2024, we have been calculating a Group LCR ratio

using an internal methodology that determines the minimum

common coverage percentage simultaneously across all the

Group's markets and considers all existing restrictions on liquidity

transfers in third countries. This methodology reflects the Group's

resilience to liquidity risk more accurately and the internal ratio

presents a level that is consistent with what would be achieved by

applying the criteria followed until mid-2024, which did not

include restrictions on liquidity transfers between subsidiaries.

Regarding the net stable funding ratio (NSFR), its definition was

approved by the Basel Committee in October 2014. The

transposition of this requirement into European regulation took

place in June 2019 with the publication in the Official Journal of the

European Union of Regulation (EU) 2019/876 of the European

Parliament and of the Council of 20 May 2019. The Regulation

establishes that entities must have a net stable funding ratio, as

defined in the Regulation, above 100% from June 2021.

As for the funding structure, given the inherently commercial

nature of the Group's balance sheet, the loan portfolio is mainly

financed by customer deposits. In note 22, 'Debt securities,' the

composition of these liabilities is presented based on their nature

and classification, the movements and maturity profile of the debt

securities issued by the Group, reflecting the strategy of

diversification by products, markets, issuers, and terms followed

by the Group in its approach to wholesale markets.

iii. Asset encumbrance

Finally, the moderate use of assets by Grupo Santander as

collateral in the sources of structural financing of the balance sheet

should be highlighted.

Annual report 2025861

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In accordance with the guidelines established by the European

Banking Authority (EBA) in 2014 on committed and uncommitted

assets, the concept of assets committed in financing transactions

(asset encumbrance) includes both on-balance sheet assets

provided as collateral in transactions to obtain liquidity and off-

balance sheet assets that have been received and reused for

similar purposes, as well as other assets associated with liabilities

for reasons other than financing.

The residual maturities of the liabilities associated with the assets

and guarantees received and committed are presented below, as of

31 of December of 2025 (EUR billion):

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Residual  maturities of the  liabilities | Unmatured | <=1month | >1 month  <=3  months | >3 months  <=12  months | >1 year  <=2 years | >2 years  <=3 years | 3 years  <=5 years | 5 years  <=10 years | >10 years | Total |
| Committed assets | 24.2 | 50.7 | 14.1 | 38.4 | 38.8 | 29.5 | 37.7 | 36.3 | 36.6 | 306.4 |
| Guarantees  received  committed | 2.2 | 85.2 | 28.2 | 61.8 | 4.0 | 0.8 | 1.9 | 1.1 | — | 185.2 |

The reported Group information as required by the EBA at 2025

year-end is as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| On-balance-sheet encumbered assets |  |  |  |  |
| EUR billion |  |  |  |  |
|  | Carrying amount of  encumbered assets | Fair value of  encumbered assets | Carrying amount of  unencumbered assets | Fair value of  unencumbered assets |
| Loans and advances | 152.5 |  | 1,149.4 |  |
| Equity instruments | 11.4 | 11.4 | 18.7 | — |
| Debt securities | 117.9 | 118.5 | 182.2 | 180.7 |
| Other assets | 23.1 |  | 212.4 |  |
| Total assets | 304.9 |  | 1,562.7 |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Encumbrance of collateral received | | |
| EUR billion |  |  |
|  | Fair value of  encumbered  collateral received  or own debt  securities issued | Fair value of  collateral received  or own debt  securities issued  available for  encumbrance |
| Collateral received | 185.2 | 70.3 |
| Loans and advances | 0.5 | — |
| Equity instruments | 12.2 | 7.1 |
| Debt securities | 172.5 | 63.1 |
| Other collateral received | — | 0.1 |
| Own debt securities  issued other than own  covered bonds or ABSs | 1.4 | 1.1 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Encumbered assets and collateral received and matching  liabilities | | |
| EUR billion |  |  |
|  | Matching  liabilities,  contingent  liabilities or  securities lent | Assets, collateral  received and own  debt securities  issued other than  covered bonds and  ABSs encumbered |
| Total sources of  encumbrance  (carrying amount) | 472.0 | 491.5 |

On-balance-sheet encumbered assets amounted to

EUR 304,923 million, of which close to 50% are loans (mortgage

loans, corporate loans, etc.). Guarantees received committed

amounted to EUR 185,160 million, relating mostly to debt

securities received as security in asset purchase transactions and

re-used.

Taken together, these two categories represent a total of EUR

491,519 million of encumbered assets, which give rise to EUR

472,045 million matching liabilities.

As of December 2025, total asset encumbrance in funding

operations represented 23.1% of the Group’s extended balance

sheet under EBA criteria (total assets plus guarantees received:

EUR 2,122,932 million), similar to December 2024.

#### d) Capital risk

The second line of defence can independently challenge business

and first-line activities by:

• Supervising capital planning and adequacy exercises through a

review of the main components affecting the capital ratios.

• Identifying key metrics to calculate the Group’s regulatory

capital, setting tolerance levels and analysing significant

variations, as well as single transactions with impact on capital.

Annual report 2025862

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• Reviewing and challenging the execution of capital actions

proposed in line with capital planning and risk appetite.

Grupo Santander commands a sound solvency position, above the

levels required by regulators and by the European Central bank.

#### Regulatory capital

At 31 December 2025, at a consolidated level, the Group must

main tain a minimum capital ratio of 9.84%  of CET1 (  4.50%   being

the requirement for Pillar I, 0.98%   being the requirement for Pillar

2R (requirement), 2.50%  being the requirement for capital

conservation buffer,  1.25% being the requirement for global

systemically entity (D-SIB),   0.55% being the requirement for anti-

cyclical capital buffer) and a systemic risk requirement of 0.05%

Grupo Santander must also maintain a minimum capital ratio of

11.66%  of tier 1 and a minimum total ratio of  14.10%.

In 2025, the solvency target set was achieved. Santander’s CET1

ratio stood at 13.46% 1  at the close of the year, demonstrating its

organic capacity to generate capital. The key regulatory capital

figures are indicated below:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Reconciliation of accounting capital with regulatory capital | | | |
| EUR million |  |  |  |
|  | 2025 | 2024 | 2023 |
| Subscribed capital | 7,345 | 7,576 | 8,092 |
| Share premium account | 36,792 | 40,079 | 44,373 |
| Reserves | 84,700 | 76,568 | 69,278 |
| Treasury shares | (96) | (68) | (1,078) |
| Attributable profit | 14,101 | 12,574 | 11,076 |
| Approved dividendC | (1,698) | (1,532) | (1,298) |
| Shareholders’ equity on public  balance sheet | 141,144 | 135,197 | 130,443 |
| Valuation adjustments | (37,973) | (36,596) | (35,020) |
| Non-controlling interests | 9,578 | 8,726 | 8,818 |
| Total Equity on public balance sheet | 112,748 | 107,327 | 104,241 |
| Goodwill and intangible assets | (15,037) | (16,098) | (17,313) |
| Eligible preference shares and  participating securities | 9,645 | 10,371 | 9,002 |
| Accrued dividendC | (1,827) | (1,611) | (1,471) |
| Other adjustmentsA | (11,146) | (9,817) | (8,717) |
| Tier 1B | 94,383 | 90,172 | 85,742 |

A. Fundamentally for non-computable non-controlling interests and deductions

and reasonable filters in compliance with CRR.

B. Figures calculated by applying the transitional provisions of CRR 3 .

C. Assumes 25% of underlying profit, see note 4.a for proposed distribution of

results.

Note: Certain figures presented in this capital note have been rounded for ease of

presentation. Consequently, the amounts corresponding to the rows or columns of

totals in the tables presented in this note may not coincide with the arithmetic

sum of the concepts or items that make up the total.

1 Data calculated applying the transitional provisions of CRR 3.

The following table shows the capital coefficients and a detail of

the eligible internal resources of the Group:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Capital coefficients |  |  |  |
| EUR million |  |  |  |
|  | 2025 | 2024 | 2023 |
| Level 1 ordinary eligible capital  (EUR million) | 84,739 | 79,800 | 76,741 |
| Level 1 additional eligible capital  (EUR million) | 9,645 | 10,371 | 9,002 |
| Level 2 eligible capital (EUR million) | 17,460 | 18,418 | 16,497 |
| Risk-weighted assets (EUR million) | 629,430 | 624,503 | 623,731 |
| Level 1 ordinary capital coefficient  (CET 1) | 13.46% | 12.78% | 12.30% |
| Level 1 additional capital  coefficient (AT1) | 1.53% | 1.66% | 1.45% |
| Level 1 capital coefficient (TIER1) | 15.00% | 14.44% | 13.75% |
| Level 2 capital coefficient (TIER 2) | 2.77% | 2.95% | 2.64% |
| Total capital coefficient | 17.77% | 17.39% | 16.39% |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Eligible capital |  |  |  |
| EUR million |  |  |  |
|  | 2025 | 2024 | 2023 |
| Eligible capital |  |  |  |
| Common Equity Tier I | 84,739 | 79,800 | 76,741 |
| Capital | 7,345 | 7,576 | 8,092 |
| (-) Treasure shares and own shares  financed | (1,892) | (1,694) | (2,847) |
| Share Premium | 36,792 | 40,079 | 44,373 |
| Reserves | 84,663 | 76,608 | 68,721 |
| Other retained earnings | (39,918) | (38,617) | (35,038) |
| Minority interests | 9,037 | 8,479 | 6,899 |
| Profit net of dividends | 10,576 | 9,431 | 8,307 |
| Deductions | (21,863) | (22,061) | (21,766) |
| Goodwill and intangible assets | (15,037) | (15,957) | (17,220) |
| Others | (6,826) | (6,104) | (4,546) |
| Additional Tier I | 9,645 | 10,371 | 9,002 |
| Eligible instruments AT1 | 8,937 | 9,725 | 8,461 |
| AT1-excesses-subsidiaries | 708 | 645 | 541 |
| Tier II | 17,460 | 18,418 | 16,497 |
| Eligible instruments T2 | 17,754 | 18,869 | 17,101 |
| Excess IRB provision on PE | — | — | 76 |
| T2-excesses - subsidiaries | (294) | (450) | (680) |
| Total eligible capital | 111,845 | 108,589 | 102,240 |

Note: Banco Santander, S.A. and its affiliates had not taken part in any State aid

programmes.

Annual report 2025863

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### Leverage ratio

Basel III established the leverage ratio as a non-risk sensitive

measure aimed at limiting excessive balance sheet growth relative

to available capital.

The Group performs the calculation in accordance with Regulation

(EU) 2019/876 of 20 May 2019 amending Regulation (EU) No

575/2013 as regards the leverage ratio.

This ratio is calculated as tier 1 capital divided by leverage

exposure. Exposure is calculated as the sum of the following items:

• Accounting assets, excluding derivatives and items treated as

deductions from tier 1 capital (for example, the balance of loans

is included, but not that of goodwill) further excluding the

exposures referred to in Article 429.a (1) of the regulation.

• Off-balance-sheet items (mainly guarantees, unused credit limits

granted and documentary credits) weighted using credit

conversion factors.

• Inclusion of net value of derivatives (gains and losses are netted

with the same counterparty, minus collaterals if they comply

with certain criteria) plus a charge for the future potential

exposure.

• A charge for the potential risk of security funding transactions.

• Lastly, it includes a charge for the risk of credit derivative swaps

(CDS).

With the publication of Regulation (EU) 2019/876 of 20 May, 2019,

amending Regulation (EU) n.º 575/2013 as regards the leverage

ratio, the final calibration of the ratio is set at 3% for all entities

and, for systemic entities G-SIB, is established an additional

surcharge which would be 50% of the cushion ratio applicable to

the EISM, applicable from January 2023. In addition, modifications

are included in its calculation, including the exclusion of certain

exposures from the total exposure measure: public loans when

exceptional circumstances arise, public loans, transfer loans and

officially guaranteed export credits, transfer loans and officially

guaranteed export credits.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million |  |  |  |
|  | 2025 | 2024 | 2023 |
| Leverage |  |  |  |
| Level 1 Capital | 94,385 | 90,170 | 85,742 |
| Exposure | 1,924,349 | 1,885,572 | 1,826,922 |
| Leverage Ratio | 4.90% | 4.78% | 4.69% |

#### Global systemically important banks

Grupo Santander is one of   29 banks designated as global

systemically important banks (G-SIBs).

The designation as a globally systemic entity comes from a

measurement established by the regulators (FSB and BCBS) that

they have implemented based on five indicators (size,

interjurisdictional activity, interconnection with other financial

entities, substitutability and complexity). The list uses data as of

the end of 2024 and is based on a methodology agreed in July

2018 and implemented for the first time in the assessment of G-

SIBs as of the end of 2021, incorporating, among other things, an

additional score considering the Member States of the SRM as a

single jurisdiction.

This definition means it has to fulfil certain additional

requirements, which consist mainly of a capital buffer (1%), in

TLAC requirements (total loss absorbing capacity), that Grupo

Santander has to publish relevant information more frequently

than other banks, greater regulatory requirements for internal

control bodies, special supervision and drawing up of special

reports to be submitted to supervisors.

Additionally, Grupo Santander appears both on the list of global

systemic entities and on the list of domestic systemic entities. Bank

of Spain, based on rule 23 of Circular 2/2016, requires the

application of the highest of the  two corresponding buffers, in the

case of Grupo Santander being the domestic one, 1.25%, a

surcharge payable by 2025.

The fact that Grupo Santander has to comply with these

requirements makes it a more solid bank than its domestic rivals.

55.

#### Explanation added for translation

#### to English

These accompanying Consolidated Financial Statements,

translation of the Consolidated Financial Statements originally

issued in Spanish, are presented on the basis of the regulatory

financial reporting framework applicable to the Group in Spain (see

note 1.b).

Annual report 2025864

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

![11.Anexos_ENG.jpg]()

Appendix

Annual report 2025865

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### Appendix I

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A. 1 | | | | | | | | | | |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  Reserves | Net  results | Carrying  amount |
| 2 & 3 Triton Limited (j) | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate | 0 | 0 | 0 |
| A & L CF (Guernsey) Limited (j) (n) | Guernsey | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 1 | 0 | 0 |
| Abbey Covered Bonds (Holdings) Limited | United  Kingdom | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Abbey Covered Bonds (LM) Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 0 | 0 | 0 |
| Abbey Covered Bonds LLP | United  Kingdom | — | (b) |  | — | — | Securitization | 1,807 | (589) | 0 |
| Abbey National Business Office  Equipment Leasing Limited (j) | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Abbey National Nominees Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Abbey National PLP (UK) Limited (j) | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Abbey National Property Investments | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 240 | 8 | 158 |
| Abbey Stockbrokers (Nominees) Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Abbey Stockbrokers Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Abent 3T, S.A.P.I de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Electricity  production | (127) | (22) | 0 |
| Ablasa Participaciones, S.L. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 811 | 208 | 894 |
| Aduro S.A. | Uruguay | 0.00% | 100.00% |  | 100.00% | 100.00% | Payments and  collection  services | 1 | 0 | 1 |
| Aevis Europa, S.L. | Spain | 96.34% | 0.00% |  | 96.34% | 96.34% | Cards | 2 | 0 | 1 |
| AFB SAM Holdings, S.L. | Spain | 1.00% | 99.00% |  | 100.00% | 100.00% | Holding  company | 1 | 0 | 0 |
| Afisa S.A. | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  management  company | 4 | 0 | 4 |
| Agro Flex Fundo de Investimento em  Direitos Creditórios | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 419 | 54 | 425 |
| Allane Leasing GmbH | Austria | 0.00% | 46.95% |  | 100.00% | 100.00% | Renting | (2) | 0 | 0 |
| Allane Location Longue Durée S.a.r.l. | France | 0.00% | 46.95% |  | 100.00% | 100.00% | Renting | 25 | 4 | 0 |
| Allane Mobility Consulting AG | Switzerland | 0.00% | 46.95% |  | 100.00% | 100.00% | Consulting  services | 0 | 0 | 0 |
| Allane Mobility Consulting B.V. | Netherlands | 0.00% | 46.95% |  | 100.00% | 100.00% | Consulting  services | (3) | 0 | 0 |
| Allane Mobility Consulting GmbH | Germany | 0.00% | 46.95% |  | 100.00% | 100.00% | Consulting  services | 11 | 10 | 5 |
| Allane Mobility Consulting Österreich  GmbH | Austria | 0.00% | 46.95% |  | 100.00% | 100.00% | Consulting  services | (1) | 0 | 0 |
| Allane Mobility Consulting S.a.r.l | France | 0.00% | 46.95% |  | 100.00% | 100.00% | Consulting  services | (2) | 0 | 0 |
| Allane Schweiz AG | Switzerland | 0.00% | 46.95% |  | 100.00% | 100.00% | Renting | 10 | (6) | 2 |
| Allane SE | Germany | 0.00% | 46.95% |  | 92.07% | 92.07% | Renting | 172 | 24 | 150 |
| Allane Services GmbH & co. KG | Germany | 0.00% | 46.95% |  | 100.00% | 100.00% | Services | 2 | 0 | 0 |
| Allane Services Verwaltungs GmbH | Germany | 0.00% | 46.95% |  | 100.00% | 100.00% | Management  of portfolios | 0 | 0 | 0 |
| Alliance & Leicester Investments (No.2)  Limited (j) | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Alliance & Leicester Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Alliance & Leicester Personal Finance  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 2 | 0 | 2 |
| Altamira Santander Real Estate, S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Real estate | 138 | (4) | 164 |

Annual report 2025866

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A. 1 | | | | | | | | | | |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  Reserves | Net  results | Carrying  amount |
| Alternative Leasing, FIL (Compartimento  B) | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Investment  fund | 88 | 6 | 74 |
| Amazonia Trade Limited | United  Kingdom | 100.00% | 0.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| América Gestão Serviços em Energía S.A. | Brazil | 0.00% | 62.90% |  | 70.00% | 70.00% | Electricity  production | 2 | (1) | 1 |
| Amherst Pierpont Commercial Mortgage  Securities LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 0 | 0 | 0 |
| Amherst Pierpont International Ltd. | Hong-Kong | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| AMS Auto Markt Am Schieferstein GmbH  (d) | Germany | 0.00% | 90.01% |  | 100.00% | 100.00% | Vehicle sales | 0 | 0 | 0 |
| AN (123) Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Andromeda Principal Investments, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | — | Holding  company | 72 | 5 | 72 |
| ANITCO Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| AP Acquisition Trust I | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Trust company | 0 | 0 | 0 |
| AP Acquisition Trust II | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| AP Asset Acquisition LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 1 | 0 | 1 |
| APSG GP LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 0 | 0 | 0 |
| Aquanima Brasil Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | E-commerce | 2 | (1) | 2 |
| Aquanima Chile S.A. | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 3 | (1) | 3 |
| Aquanima México S. de R.L. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | E-commerce | 4 | (1) | 2 |
| Aquanima S.A. | Argentine | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 2 | 0 | 4 |
| Ararinha Renda Fixa Crédito Privado -  Fundo de Investimento Financeiro | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 8 | 0 | 7 |
| Artarien S.A. | Uruguay | 100.00% | 0.00% |  | 100.00% | 100.00% | Insurance  mediation | 6 | 18 | 2 |
| Atempo Growth I - Sub-Fund 4 | Luxembourg | 100.00% | 0.00% |  | 100.00% | 100.00% | Investment  fund | 30 | 4 | 31 |
| Atempo Growth II - Sub Fund 3 | Luxembourg | 100.00% | 0.00% |  | 100.00% | — | Investment  fund | 5 | 0 | 5 |
| Atlantes Mortgage No. 3 | Portugal | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Atual - Fundo de Invest Multimercado  Crédito Privado Investimento no Exterior | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 521 | 27 | 492 |
| Auto ABS DFP Master Compartment  France 2013 | France | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS French Leases 2023 | France | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS French Leases 2025 | France | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS French Leases Master  Compartment 2016 | France | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS French Loans 2024 | France | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS French Loans Master | France | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Italian Balloon 2019-1 S.r.l. | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Italian Rainbow Loans S.r.l. (j) | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Italian Stella Loans 2023-1 S.r.l. | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Italian Stella Loans S.r.l. (series  2024-1) | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Italian Stella Loans S.r.l. (series  2024-2) | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Italian Stella Loans S.r.l. (series  2025-1) | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Italian Stella Loans S.r.l. (series  2025-2) | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Spanish Loans 2022-1, Fondo de  Titulización | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |

Annual report 2025867

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A. 1 | | | | | | | | | | |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  Reserves | Net  results | Carrying  amount |
| Auto ABS Spanish Loans 2024-1, Fondo de  Titulización | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Autodescuento, S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Vehicles  purchased by  internet | 3 | (1) | 12 |
| Autohaus24 GmbH | Germany | 0.00% | 46.95% |  | 100.00% | 100.00% | Internet | (2) | 0 | 0 |
| Auto-Interleasing AG | Switzerland | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 27 | 4 | 22 |
| Auttar HUT Processamento de Dados  Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 7 | (1) | 6 |
| Aviación Antares, A.I.E. | Spain | 99.99% | 0.01% |  | 100.00% | 100.00% | Renting | 72 | (14) | 28 |
| Aviación Británica, A.I.E. | Spain | 99.99% | 0.01% |  | 100.00% | 100.00% | Renting | 28 | 1 | 6 |
| Aviación Comillas, S.L. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Renting | 7 | 0 | 8 |
| Aviación Laredo, S.L. | Spain | 99.00% | 1.00% |  | 100.00% | 100.00% | Air transport | 3 | 0 | 3 |
| Aviación Oyambre, S.L. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Renting | 1 | 0 | 0 |
| Aviación Santillana, S.L. | Spain | 99.00% | 1.00% |  | 100.00% | 100.00% | Renting | 6 | 1 | 2 |
| Aviación Suances, S.L. | Spain | 99.00% | 1.00% |  | 100.00% | 100.00% | Air transport | 7 | 1 | 3 |
| Banco Bandepe S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Banking | 825 | 100 | 831 |
| Banco de Albacete, S.A. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Banking | 14 | 0 | 9 |
| Banco Hyundai Capital Brasil S.A. | Brazil | 0.00% | 44.93% |  | 50.00% | 50.00% | Banking | 92 | 30 | 55 |
| Banco Santander - Chile | Chile | 0.00% | 67.13% |  | 67.18% | 67.18% | Banking | 4,056 | 994 | 3,646 |
| Banco Santander (Brasil) S.A. | Brazil | 0.04% | 89.82% |  | 90.45% | 90.60% | Banking | 12,347 | 2,395 | 10,795 |
| Banco Santander (México), S.A.,  Institución de Banca Múltiple, Grupo  Financiero Santander México como  Fiduciaria del Fideicomiso 100740 | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Finance  company | 182 | 20 | 149 |
| Banco Santander (México), S.A.,  Institución de Banca Múltiple, Grupo  Financiero Santander México como  Fiduciaria del Fideicomiso 2002114 | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Finance  company | 9 | 0 | 10 |
| Banco Santander (México), S.A.,  Institución de Banca Múltiple, Grupo  Financiero Santander México como  Fiduciaria del Fideicomiso GFSSLPT | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Finance  company | 11 | 1 | 12 |
| Banco Santander Argentina S.A. | Argentine | 0.00% | 99.82% |  | 99.77% | 99.77% | Banking | 2,427 | 379 | 598 |
| Banco Santander Colombia S.A. | Colombia | 92.95% | 7.05% |  | 100.00% | 100.00% | Banking | 272 | 11 | 299 |
| Banco Santander International | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 879 | 176 | 1,055 |
| Banco Santander International SA | Switzerland | 34.70% | 65.30% |  | 100.00% | 100.00% | Banking | 1,424 | (46) | 809 |
| Banco Santander México, S.A., Institución  de Banca Múltiple, Grupo Financiero  Santander México | Mexico | 24.93% | 75.05% |  | 99.98% | 99.98% | Banking | 6,161 | 1,531 | 8,373 |
| Banco Santander Perú S.A. | Peru | 99.90% | 0.10% |  | 100.00% | 100.00% | Banking | 329 | 70 | 132 |
| Banco Santander S.A. | Uruguay | 97.75% | 2.25% |  | 100.00% | 100.00% | Banking | 660 | 156 | 180 |
| Banco Santander Totta, S.A. | Portugal | 99.42% | 0.45% |  | 99.87% | 99.96% | Banking | 3,608 | 946 | 6,149 |
| Banque Stellantis France | France | 0.00% | 50.00% |  | 50.00% | 50.00% | Banking | 998 | 152 | 881 |
| Bansa Santander S.A. | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate | 28 | 5 | 34 |
| Beyond Wealth, S.A. | Spain | 99.99% | 0.01% |  | 100.00% | 100.00% | Consulting  services | 3 | (1) | 2 |
| Bilkreditt 7 Designated Activity Company  (j) | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Blecno Investments, S.L. Unipersonal (e) | Spain | — | — |  | — | 100.00% | Real estate | — | — | — |
| Blue Ocean SBT, S.L. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 404 | 6 | 389 |
| BRS Investments S.A. | Argentine | 5.10% | 94.90% |  | 100.00% | 100.00% | Finance  company | 100 | 13 | 75 |
| Cántabro Catalana de Inversiones, S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 419 | 4 | 422 |
| Capital Street Delaware LP | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 0 | 0 | 0 |
| Capital Street Holdings, LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 11 | 0 | 11 |

Annual report 2025868

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A. 1 | | | | | | | | | | |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  Reserves | Net  results | Carrying  amount |
| Capital Street REIT Holdings, LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 973 | 26 | 999 |
| Capital Street S.A. | Luxembourg | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 0 | 0 | 0 |
| Carmine D - Services, Unipessoal Lda. | Portugal | 0.00% | 100.00% |  | 100.00% | 100.00% | Software | 0 | 0 | 2 |
| Cartasur Cards S.A. | Argentine | 0.00% | 99.82% |  | 100.00% | 100.00% | Finance  company | 13 | 1 | 15 |
| Casa de Bolsa Santander, S.A. de C.V.,  Grupo Financiero Santander México | Mexico | 0.00% | 99.97% |  | 99.97% | 99.97% | Securities  company | 92 | 15 | 107 |
| Cater Allen Holdings Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Cater Allen International Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Cater Allen Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 284 | 100 | 255 |
| Cater Allen Syndicate Management  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| CCAP Auto Lease Ltd. | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 398 | 22 | 420 |
| Centro de Capacitación Santander, A.C. | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Non-profit  institute | 1 | 0 | 1 |
| Certidesa, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Aircraft rental | (67) | (8) | 0 |
| Charlotte 2023 Funding Plc | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 0 | 0 | 0 |
| Charlotte 2023 Holdings Limited | United  Kingdom | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Cianite New Energy, S.r.l. | Italy | 0.00% | 49.00% |  | 70.00% | 70.00% | Renewable  energies | 1 | 0 | 1 |
| CIMA Commodities 2025-4 | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| CIMA Finance DAC Series 2022-1 | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| CIMA Finance DAC Series 2023-1 | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| CIMA Luxembourg S.à r.l. 2025-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| CLM Fleet Management Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Vehicle rental | 2 | 0 | 7 |
| Cobranza Amigable, S.A.P.I. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Collection  services | 5 | 0 | 4 |
| Community Development and Affordable  Housing Fund LLC (c) | United  States | 0.00% | 96.00% |  | 96.00% | 96.00% | Asset  management | 33 | (2) | 30 |
| Compagnie Generale de Credit Aux  Particuliers - Credipar S.A. | France | 0.00% | 50.00% |  | 100.00% | 100.00% | Banking | 363 | (313) | 428 |
| Compagnie Pour la Location de Vehicules  - CLV | France | 0.00% | 50.00% |  | 100.00% | 100.00% | Banking | 28 | 6 | 26 |
| Comparanet, S.A. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Insurance  mediation | 7 | 0 | 7 |
| Consumer Totta 1 | Portugal | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Consumer Totta 2 | Portugal | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Consumer Totta 3 2025 | Portugal | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Contrato de Fideicomiso Irrevocable de  Administración INV/6206 | Mexico | — | (b) |  | — | — | Trust company | 12 | (8) | 0 |
| Contrato de Fideicomiso Irrevocable de  Administración Nro. 6168 | Mexico | — | (b) |  | — | — | Trust company | 0 | 13 | 0 |
| Contrato de Fideicomiso Irrevocable Nro.  F/6236 | Mexico | — | (b) |  | — | — | Trust company | 0 | 17 | 0 |
| Credileads S.A. | Uruguay | 0.00% | 100.00% |  | 100.00% | 100.00% | Advertising | 1 | 0 | 5 |
| D365 Fundo de Investimento em Direitos  Creditórios | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | (16) | 19 | 3 |
| Darep Designated Activity Company | Ireland | 100.00% | 0.00% |  | 100.00% | 100.00% | Reinsurances | 12 | 2 | 13 |
| Decarome, S.A.P.I. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 24 | (1) | 22 |
| Decarope S.A.C. | Peru | 0.00% | 100.00% |  | 100.00% | 100.00% | Investment  company | 9 | 2 | 9 |

Annual report 2025869

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A. 1 | | | | | | | | | | |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  Reserves | Net  results | Carrying  amount |
| Deva Capital Advisory Company, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Advisory  services | 4 | 1 | 2 |
| Deva Capital Holding Company, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 891 | (12) | 946 |
| Deva Capital Investment Company, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 862 | 3 | 810 |
| Deva Capital Management Company, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Advisory  services | 20 | (12) | 7 |
| Deva Capital Servicer Company, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 59 | 0 | 59 |
| Diamante New Energy S.r.l. | Italy | 0.00% | 80.00% |  | 80.00% | — | Renewable  energies | 2 | 0 | 1 |
| Diglo Servicer Company 2021, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate  management | 26 | 3 | 19 |
| Diners Club Spain, S.A. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Cards | 10 | 2 | 11 |
| Dirección Estratega, S.C. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 0 | 0 | 0 |
| Drive Auto Receivables Trust 2024-1 | United  States | — | (b) |  | — | — | Securitization | (127) | 82 | 0 |
| Drive Auto Receivables Trust 2024-2 | United  States | — | (b) |  | — | — | Securitization | (286) | 166 | 0 |
| Drive Auto Receivables Trust 2025-1 | United  States | — | (b) |  | — | — | Securitization | 0 | (157) | 0 |
| Drive Auto Receivables Trust 2025-2 | United  States | — | (b) |  | — | — | Securitization | 0 | (223) | 0 |
| Drive S.r.l. | Italy | 0.00% | 100.00% |  | 100.00% | 75.00% | Renting | 5 | (3) | 9 |
| Ductor Real Estate, S.L. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Real estate | 22 | 4 | 17 |
| Ebury Agent UK Limited | United  Kingdom | 0.00% | 66.43% |  | 100.00% | — | Financial  services | 0 | 0 | 0 |
| Ebury Banco de Cambio S.A. | Brazil | 0.00% | 66.43% |  | 100.00% | 100.00% | Payment  services | 21 | 5 | 17 |
| Ebury Banco Holding Participações Ltda. | Brazil | 0.00% | 66.43% |  | 100.00% | 100.00% | Holding  company | 10 | 0 | 8 |
| Ebury Brasil Consultoria S.A. | Brazil | 0.00% | 66.43% |  | 100.00% | 100.00% | Consulting  services | 93 | 0 | 95 |
| Ebury Brasil Holding Ltda. | Brazil | 0.00% | 66.43% |  | 100.00% | 100.00% | Holding  company | 11 | 0 | 93 |
| Ebury Brasil Participações S.A. | Brazil | 0.00% | 66.43% |  | 100.00% | 100.00% | Holding  company | 95 | 0 | 95 |
| Ebury Facilitadora De Pagamentos Ltda. | Brazil | 0.00% | 66.43% |  | 100.00% | 100.00% | Software | 0 | 0 | 0 |
| Ebury Global Services, S.L. | Spain | 0.00% | 66.43% |  | 100.00% | — | Advisory  services | 0 | 0 | 0 |
| Ebury Mass Payments Holdco Limited (g) | United  Kingdom | 0.00% | 66.43% |  | 100.00% | 100.00% | Holding  company | 8 | 3 | 18 |
| Ebury Mass Payments Limited (g) | United  Kingdom | 0.00% | 66.43% |  | 100.00% | 100.00% | Payment  services | 6 | 0 | 0 |
| Ebury Partners (DIFC) Limited (g) | Arab United  Emirates | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 4 | 0 | 5 |
| Ebury Partners Australia Pty Ltd. (g) | Australia | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 2 | 0 | 2 |
| Ebury Partners Belgium NV /SA (g) | Belgium | 0.00% | 66.43% |  | 100.00% | 100.00% | Payment  services | 20 | 11 | 20 |
| Ebury Partners Canada Limited (g) | Canada | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 2 | 1 | 6 |
| Ebury Partners Chile SpA | Chile | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 0 | 0 | 0 |
| Ebury Partners China Limited | China | 0.00% | 66.43% |  | 100.00% | 100.00% | Marketing | 0 | 0 | 0 |
| Ebury Partners Finance Limited (g) | United  Kingdom | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | (11) | (5) | 0 |
| Ebury Partners Hong Kong Limited (g) | Hong-Kong | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 2 | 2 | 3 |
| Ebury Partners Limited (g) | United  Kingdom | 0.00% | 66.43% |  | 66.43% | 66.43% | Holding  company | 222 | (18) | 412 |

Annual report 2025870

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A. 1 | | | | | | | | | | |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  Reserves | Net  results | Carrying  amount |
| Ebury Partners Lithuania UAB | Lithuania | 0.00% | 66.43% |  | 100.00% | — | Payment  services | 0 | 0 | 4 |
| Ebury Partners Markets Cyprus Limited (g) | Cyprus | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 0 | 0 | 1 |
| Ebury Partners Markets Limited (g) | United  Kingdom | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 23 | 2 | 17 |
| Ebury Partners México, S.A. de C.V. | Mexico | 0.00% | 66.43% |  | 100.00% | 100.00% | Payment  services | 0 | 0 | 0 |
| Ebury Partners Payment Solutions  Uganda Limited | Uganda | 0.00% | 66.43% |  | 100.00% | — | Finance  company | 0 | 0 | 0 |
| Ebury Partners Payments - L.L.C. | Arab United  Emirates | 0.00% | 66.43% |  | 100.00% | — | Payment  services | 0 | 0 | 0 |
| Ebury Partners Payments Solutions  Limited | Kenya | 0.00% | 66.43% |  | 100.00% | — | Payment  services | 0 | 0 | 0 |
| Ebury Partners South Africa (Pty) Ltd (g) | Republic of  South Africa | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 0 | (1) | 0 |
| Ebury Partners Switzerland AG (g) | Switzerland | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 6 | 1 | 5 |
| Ebury Partners Tanzania Limited | Tanzania | 0.00% | 66.43% |  | 100.00% | — | Payment  services | 0 | 0 | 0 |
| Ebury Partners UK Limited (g) | United  Kingdom | 0.00% | 66.43% |  | 100.00% | 100.00% | Electronic  money | 19 | 6 | 158 |
| Ebury Payments PTE Ltd. (g) | Singapore | 0.00% | 66.43% |  | 100.00% | 100.00% | Payment  services | 1 | 0 | 1 |
| Ebury Soluções de Pagamentos Ltda. | Brazil | 0.00% | 66.43% |  | 100.00% | 100.00% | Financial  services | 2 | 0 | 4 |
| Ebury Technology Limited (g) | United  Kingdom | 0.00% | 66.43% |  | 100.00% | 100.00% | Software | (56) | 6 | 0 |
| Ebury Technology Spain, S.L. | Spain | 0.00% | 66.43% |  | 100.00% | — | IT consulting | 0 | (1) | 0 |
| EDT FTPYME Pastor 3, Fondo de  Titulización de Activos | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Elcano Renovables, S.L. | Spain | 0.00% | 70.00% |  | 70.00% | 70.00% | Holding  company | 0 | 0 | 0 |
| Electrolyser, S.A. de C.V. | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Services | 0 | 0 | 0 |
| Elevate Tech Platforms, S.L. Unipersonal  (e) | Spain | — | — |  | — | 100.00% | Holding  company | — | — | — |
| Emdia Serviços Especializados em  Cobranças Ltda. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Collection  services | 33 | 5 | 34 |
| Empresa de Créditos Santander Consumo  Perú S.A. | Peru | 100.00% | 0.00% |  | 100.00% | 100.00% | Finance  company | 55 | 13 | 50 |
| Energias Renovables de Ormonde 30, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Renewable  energies | 17 | 0 | 24 |
| Energias Renovables de Titania, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Renewable  energies | 2 | 0 | 6 |
| Energias Renovables Gladiateur 45, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Renewable  energies | 16 | (1) | 23 |
| Energias Renovables Prometeo, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Renewable  energies | 3 | 0 | 7 |
| Esfera Fidelidade S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Services | 2 | 135 | 124 |
| Evidence Previdência S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Insurance | 118 | 2 | 107 |
| Eyemobile Tecnologia Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 0 | (1) | 0 |
| F1rst Tecnologia e Inovação Ltda. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | IT services | 76 | 9 | 77 |
| Factum Identity Solutions, S.L. | Spain | 0.00% | 67.20% |  | 84.00% | — | IT consulting | 0 | 0 | 0 |
| Factum Information Technologies, S.L. | Spain | 0.00% | 80.00% |  | 80.00% | — | IT consulting | 8 | (1) | 6 |
| Factum IT Limited | United  Kingdom | 0.00% | 80.00% |  | 100.00% | — | IT consulting | 0 | 0 | 0 |
| Factum Navarra, S.L. Unipersonal | Spain | 0.00% | 80.00% |  | 100.00% | — | IT consulting | 0 | 0 | 0 |
| FIDC Santander Auto Loans I Segmento  Financeiro - Responsabilidade Limitada | Brazil | — | (b) |  | — | — | Securitization | 465 | 2 | 0 |
| Fideicomiso Empresarial Irrevocable de  Administración y Garantía F/3443 | Mexico | — | (b) |  | — | — | Trust company | 0 | 1 | 0 |

Annual report 2025871

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A. 1 | | | | | | | | | | |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  Reserves | Net  results | Carrying  amount |
| Financeira El Corte Inglés, Portugal, S.F.C.,  S.A. | Portugal | 0.00% | 51.00% |  | 100.00% | 100.00% | Finance  company | 8 | 1 | 4 |
| Financiera El Corte Inglés, E.F.C., S.A. | Spain | 0.00% | 51.00% |  | 51.00% | 51.00% | Finance  company | 248 | 55 | 140 |
| Finsantusa, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 1,320 | 23 | 1,020 |
| First National Motor plc | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| First National Tricity Finance Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 6 | 0 | 6 |
| FIT Economia de Energia S.A. | Brazil | 0.00% | 58.41% |  | 65.00% | 65.00% | Electricity  production | (2) | (7) | 0 |
| Flexliving Valdemarín, S.L. | Spain | 0.00% | 27.57% |  | 27.57% | 90.00% | Real estate | 14 | 0 | 4 |
| Fondo de Titulización PYMES Santander  15 | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fondo de Titulización Santander  Financiación 1 | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fondo de Titulización, RMBS Santander 7 | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fondo de Titulización, Santander  Consumo 8 | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fondo de Titulización, Santander  Consumo 9 | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fondos Santander, S.A. Administradora de  Fondos de Inversión (en liquidación) (j) | Uruguay | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  management  company | 0 | 0 | 0 |
| Fortensky Trading, Ltd. | Ireland | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 0 | 0 | 0 |
| Fosse (Master Issuer) Holdings Limited | United  Kingdom | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fosse Funding (No.1) Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 102 | (51) | 0 |
| Fosse Master Issuer PLC | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 0 | 0 | 0 |
| Fosse Trustee (UK) Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 0 | 0 | 0 |
| Freedom Depository Holdings, LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 0 | 0 | 0 |
| Freedom Depository, LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 0 | 0 | 0 |
| Fulvia SPV S.r.l. | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fulvia SPV S.r.l. (2025-1) | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fundo de Investimento em Direitos  Creditórios Atacado - Não Padronizado | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 115 | 7 | 110 |
| Fundo de Investimento em Direitos  Creditórios Conretorno - Responsabilidade  Limitada | Brazil | 0.00% | 89.86% |  | 100.00% | — | Investment  fund | 19 | 1 | 18 |
| Fundo de Investimento em Direitos  Creditórios Multisegmentos NPL Ipanema  VI – Não padronizado | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 367 | 20 | 347 |
| Fundo de Investimento em Direitos  Creditórios Tellus | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 0 | 0 | 0 |
| Gamma, Sociedade Financeira de  Titularização de Créditos, S.A. | Portugal | 0.00% | 99.87% |  | 100.00% | 100.00% | Securitization | 8 | 0 | 8 |
| GC FTPYME Pastor 4, Fondo de  Titulización de Activos | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Generación de Energía Villahermosa,  S.A.P.I. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Electricity  production | 6 | 0 | 7 |
| Gesban México Servicios Administrativos  Globales, S.A. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 2 | 0 | 0 |
| Gesban Santander Servicios Profesionales  Contables Limitada | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Accounting  services | 1 | 0 | 0 |
| Gesban Servicios Administrativos  Globales, S.L. | Spain | 99.99% | 0.01% |  | 100.00% | 100.00% | Services | 4 | 0 | 1 |

Annual report 2025872

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A. 1 | | | | | | | | | | |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  Reserves | Net  results | Carrying  amount |
| Gesban UK Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Payments and  collection  services | 2 | 0 | 0 |
| Gestión de Inversiones JILT, S.A.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Services | 15 | 0 | 15 |
| Gestora de Procesos S.A. en liquidación (j) | Peru | 100.00% | 0.00% |  | 100.00% | 100.00% | Financial  services | (1) | 0 | 0 |
| Getnet Adquirência e Serviços para Meios  de Pagamento S.A. - Instituição de  Pagamento | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  services | 434 | 98 | 317 |
| Getnet Argentina S.A.U. | Argentine | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  methods | 25 | (1) | 23 |
| Getnet Europe, Entidad de Pago, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  services | 158 | 22 | 137 |
| Getnet Fundo de Investimento em  Direitos Creditórios | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 9 | 1 | 8 |
| Getnet Merchant Solutions UK Ltd | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 0 | 0 | 0 |
| Getnet México Servicios de Adquirencia,  S.A. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Payments and  collection  services | 154 | 59 | 175 |
| Getnet Payments, S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 927 | 135 | 1,199 |
| Getnet Sociedade de Credito Direto S.A. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 14 | 1 | 15 |
| Getnet Technology and Operations Brasil  Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 127 | (15) | 112 |
| Getnet Uruguay S.A. | Uruguay | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  methods | 15 | (1) | 15 |
| GNXT Serviços de Atendimento Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | Telemarketing | 4 | 0 | 4 |
| Golden Bar (Securitisation) S.r.l. | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Golden Bar Stand Alone 2021-1 | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Golden Bar Stand Alone 2022-1 | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Golden Bar Stand Alone 2023-2 | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Golden Bar Stand Alone 2024-1 | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Golden Bar Stand Alone 2025-1 | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Golden Bar Stand Alone 2025-2 | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Grafite New Energy, S.r.l. | Italy | 0.00% | 49.00% |  | 70.00% | 70.00% | Renewable  energies | 1 | 0 | 1 |
| Gravity Cloud Technology, S.L. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | IT services | 34 | 0 | 33 |
| Grupo Empresarial Santander, S.L. | Spain | 99.62% | 0.38% |  | 100.00% | 100.00% | Holding  company | 5,259 | 403 | 2,879 |
| Grupo Financiero Santander México, S.A.  de C.V. | Mexico | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 4,961 | 1,096 | 5,860 |
| Hipototta No. 13 | Portugal | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Hipototta No. 14 | Portugal | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Hipototta No. 4 plc (j) | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Hipototta No. 5 plc (j) | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Holbah Santander, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 797 | 84 | 870 |
| Holmes Funding Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 215 | (79) | 0 |
| Holmes Holdings Limited | United  Kingdom | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Holmes Master Issuer plc | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 1 | 0 | 0 |
| Holmes Trustees Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 0 | 0 | 0 |
| Hyundai Capital Bank Europe GmbH | Germany | 0.00% | 51.00% |  | 51.00% | 51.00% | Banking | 1,125 | 16 | 558 |

Annual report 2025873

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A. 1 | | | | | | | | | | |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  Reserves | Net  results | Carrying  amount |
| Hyundai Fundo de Investimento em  Direitos Creditórios | Brazil | 0.00% | 44.93% |  | 100.00% | 100.00% | Investment  fund | 266 | 48 | 141 |
| Ibérica de Compras Corporativas, S.L. | Spain | 97.17% | 2.82% |  | 100.00% | 100.00% | E-commerce | 29 | (2) | 6 |
| Innohub, S.A.P.I. de C.V. (j) | Mexico | 0.00% | 62.01% |  | 69.54% | 69.54% | IT services | 0 | 0 | 0 |
| Insurance Funding Solutions Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Inversiones Capital Global, S.A.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 102 | 6 | 107 |
| Inversiones Marítimas del Mediterráneo,  S.A., en liquidación (c) (j) | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 2 | (1) | 0 |
| Investment Holdings 1857, S.L. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 32 | 357 | 33 |
| Isar Valley S.A. | Luxembourg | — | (b) |  | — | — | Securitization | (3) | 0 | 0 |
| Isla de los Buques, S.A. | Spain | 99.98% | 0.02% |  | 100.00% | 100.00% | Finance  company | 1 | 0 | 1 |
| Klare Corredora de Seguros Limitada | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Insurance  mediation | (4) | (1) | 0 |
| Landcompany 2020, S.L. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Real estate  management | 1,577 | (22) | 1,609 |
| Laparanza, S.A. | Spain | 61.59% | 0.00% |  | 61.59% | 61.59% | Agricultural  holding | 29 | 0 | 16 |
| Lerma Investments 2018, S.L. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Real estate | 11 | 0 | 11 |
| Liquetine, S.L. Unipersonal | Spain | 0.00% | 70.00% |  | 100.00% | 100.00% | Renewable  energies | 11 | 0 | 10 |
| Lynx Financial Crime Tech, S.A. | Spain | 0.00% | 79.99% |  | 79.99% | 79.99% | IT services | 54 | 1 | 48 |
| MAC No. 1 Limited | United  Kingdom | — | (b) |  | — | — | Inactive | (1) | 0 | 0 |
| Macroscope S.L. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | — | Consulting  services | 3 | (1) | 4 |
| Mascor SPV 2025, S.L. | Spain | 0.00% | 29.10% |  | 29.10% | — | Real estate | 8 | 0 | 2 |
| Master Red Europa, S.L. | Spain | 96.34% | 0.00% |  | 96.34% | 96.34% | Cards | 1 | 0 | 1 |
| Mata Alta, S.L. Unipersonal | Spain | 0.00% | 61.59% |  | 100.00% | 100.00% | Agricultural  holding | 0 | 0 | 0 |
| MCE Bank GmbH (d) | Germany | 0.00% | 90.01% |  | 90.01% | 90.01% | Banking | 168 | 0 | 117 |
| MCE Verwaltung GmbH (d) | Germany | 0.00% | 90.01% |  | 100.00% | 100.00% | Real estate  rental | 10 | 0 | 9 |
| Mercadotecnia, Ideas y Tecnología, S.A.  de C.V. | Mexico | 0.00% | 70.00% |  | 70.00% | 70.00% | Payment  methods | 0 | 13 | 45 |
| Merciver, S.L. | Spain | 99.90% | 0.10% |  | 100.00% | 100.00% | Financial  advisory | 0 | 0 | 0 |
| Midata Service GmbH (d) | Germany | 0.00% | 90.01% |  | 100.00% | 100.00% | IT services | 0 | 0 | 0 |
| Moon GC&P Investments, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 91 | (2) | 85 |
| Mouro Capital I LP | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Investment  fund | 787 | 311 | 822 |
| Multiplica SpA | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  services | 2 | 0 | 2 |
| Murattabat International Business  Services | Palestine | 0.00% | 66.43% |  | 100.00% | — | IT consulting | 0 | 0 | 0 |
| Navegante Américo Vespucio SpA | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate | 59 | (2) | 90 |
| Naviera Mirambel, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 0 | 0 | 0 |
| Naviera Trans Gas, A.I.E. | Spain | 99.99% | 0.01% |  | 100.00% | 100.00% | Renting | 60 | (1) | 62 |

Annual report 2025874

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.   1 | | | | | | | |  |  |  |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Naviera Transcantábrica, S.L. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Leasing | 5 | 0 | 4 |
| Naviera Transchem, S.L. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Leasing | 1 | 0 | 1 |
| Navigator Global Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Internet | 14 | (4) | 14 |
| NeoAuto S.A.C. | Peru | 0.00% | 100.00% |  | 100.00% | 100.00% | Vehicles  purchased by  internet | 1 | (1) | 2 |
| Newcomar, S.L., en liquidación (j) | Spain | 40.00% | 40.00% |  | 80.00% | 80.00% | Real estate | 0 | 0 | 0 |
| Novimovest – Fundo de Investimento  Imobiliário | Portugal | 0.00% | 78.76% |  | 78.86% | 78.74% | Investment  fund | 119 | 2 | 96 |
| NW Services CO. | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | E-commerce | 7 | 3 | 8 |
| One Mobility Management GmbH | Germany | 0.00% | 46.95% |  | 100.00% | 100.00% | Services | 0 | 0 | 0 |
| Open Bank, S.A. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Banking | 666 | 66 | 630 |
| Open Digital Market, S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Commerce | 0 | 0 | 0 |
| Open Digital Services, S.L. | Spain | 99.97% | 0.03% |  | 100.00% | 100.00% | Services | 38 | (12) | 20 |
| Openbank México, S.A., Institución de  Banca Múltiple, Grupo Financiero  Santander México | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 244 | (66) | 177 |
| Operadora de Carteras Gamma, S.A.P.I.  de C.V. | Mexico | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 12 | 0 | 6 |
| Optimal Investment Services SA | Switzerland | 100.00% | 0.00% |  | 100.00% | 100.00% | Fund  management  company | 45 | 0 | 30 |
| Optimal Multiadvisors Ireland Plc /  Optimal Strategic US Equity Ireland  Euro Fund (i) (m) | Ireland | 0.00% | 0.00% |  | 0.00% | 0.00% | Fund  management  company | 0 | 0 | 0 |
| Optimal Multiadvisors Ireland Plc /  Optimal Strategic US Equity Ireland US  Dollar Fund (i) (m) | Ireland | 0.00% | 0.00% |  | 0.00% | 0.00% | Fund  management  company | 0 | 0 | 0 |
| Paga Después, S.A. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 3 | 0 | 3 |
| PagoNxt Emoney, E.D.E., S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 4 | (1) | 4 |
| PagoNxt Ltd | United  Kingdom | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 0 | 0 | 0 |
| PagoNxt Merchant Solutions FZ-LLC (j) | Arab United  Emirates | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 1 | 0 | 1 |
| PagoNxt Merchant Solutions India  Private Limited (d) (j) | India | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 0 | 0 | 0 |
| PagoNxt Payments Brasil Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 3 | 0 | 3 |
| PagoNxt Payments Chile SpA | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 1 | 0 | 1 |
| PagoNxt Payments México, S.A. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 1 | 1 | 2 |
| PagoNxt Payments Services, S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 275 | (47) | 227 |
| PagoNxt Payments UK Ltd | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  services | 4 | (2) | 4 |
| PagoNxt Payments, S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 348 | (57) | 291 |
| PagoNxt US, LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| PagoNxt, S.L. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 1,964 | (22) | 3,332 |
| Paytec Tecnologia em Pagamentos  Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | Commerce | 4 | (1) | 4 |
| PBE Companies, LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate | 104 | (4) | 101 |
| Pereda Gestión, S.A. | Spain | 99.99% | 0.01% |  | 100.00% | 100.00% | Securities  brokerage | 52 | 42 | 4 |
| Phoenix S.A. | Uruguay | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  methods | 4 | 1 | 7 |
| Pinle SPV 2024, S.L. | Spain | 0.00% | 27.57% |  | 27.57% | — | Real estate | 5 | 0 | 1 |
| Pony S.A. | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Pony S.A., Compartment German Auto  Loans 2023-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |

Annual report 2025875

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.   1 | | | | | | | |  |  |  |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Pony S.A., Compartment German Auto  Loans 2024-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Pony S.A., Compartment German Auto  Loans 2025-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Portal Universia Argentina S.A. | Argentine | 0.00% | 75.75% |  | 75.75% | 75.75% | Internet | 0 | 0 | 0 |
| Portal Universia Portugal, Prestação de  Serviços de Informática, S.A. | Portugal | 0.00% | 100.00% |  | 100.00% | 100.00% | Internet | 0 | 0 | 0 |
| Precato IV Fundo de Investimento em  Direitos Creditórios - Não  Padronizados | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 45 | 8 | 41 |
| Prime 16 – Fundo de Investimentos  Imobiliário | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 4 | 0 | 4 |
| PT Trans Skills Employer Services | Indonesia | 0.00% | 66.43% |  | 100.00% | — | Consulting  services | 0 | 0 | 0 |
| Pulse Client Experts Ltda. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Telemarketing | 18 | 2 | 18 |
| Punta Lima, LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 0 | 1 | 0 |
| Redoto SPV 2025, S.L. | Spain | 0.00% | 30.60% |  | 30.60% | — | Real estate | 46 | 0 | 14 |
| Repton 2023-1 Limited | United  Kingdom | — | (b) |  | — | — | Securitization | 1 | 1 | 0 |
| Retailcompany 2021, S.L. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Real estate | 298 | (15) | 293 |
| Retop S.A. (f) | Uruguay | 100.00% | 0.00% |  | 100.00% | 100.00% | Finance  company | 39 | (1) | 62 |
| Return Capital Gestão de Ativos e  Participações S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Collection  services | (32) | 90 | 52 |
| Rojo Entretenimento S.A. | Brazil | 0.00% | 85.01% |  | 94.60% | 94.60% | Real estate | 25 | 2 | 23 |
| SAFO Alternative Lending, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 39 | 1 | 43 |
| SAI Alternative Investments México,  S.A. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Consulting  services | 1 | (1) | 1 |
| SAI Lux Carry SCSp | Luxembourg | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  management  company | 0 | 0 | 0 |
| Sainte Julie Fundo de Investimento em  Direitos Creditórios Não-Padronizados  Responsabilidade Limitada | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 81 | 30 | 100 |
| SALCO, Servicios de Seguridad  Santander, S.A. | Spain | 99.99% | 0.01% |  | 100.00% | 100.00% | Safety | 2 | 1 | 1 |
| SAM Argentina Sociedad Gerente de  Fondos Comunes de Inversión S.A. | Argentine | 0.00% | 100.00% |  | 100.00% | 100.00% | Investment  fund  management | 2 | 0 | 2 |
| SAM Asset Management, S.A. de C.V.,  Sociedad Operadora de Fondos de  Inversión | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  management  company | 14 | 43 | 193 |
| SAM Inversiones Argentina S.A. | Argentine | 0.00% | 100.00% |  | 100.00% | 100.00% | Pension fund  management  company | 0 | 0 | 1 |
| SAM Investment Holdings, S.L. | Spain | 92.37% | 7.63% |  | 100.00% | 100.00% | Holding  company | 1,274 | 194 | 1,450 |
| San Pietro Solar PV, S.r.l. | Italy | 0.00% | 56.00% |  | 80.00% | 80.00% | Renewable  energies | 18 | (1) | 19 |
| San Preca Federal I Fundo de  Investimento em Direitos Creditórios  Não-Padronizados | Brazil | 0.00% | 86.59% |  | 96.36% | 50.00% | Investment  fund | 8 | 8 | 14 |
| SANB Promotora de Vendas e  Cobrança S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Finance  company | 1 | 5 | 6 |
| Sancap Investimentos e Participações  S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Holding  company | 94 | 110 | 164 |
| Santander (CF Trustee Property  Nominee) Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander (CF Trustee) Limited (d) | United  Kingdom | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| Santander (Luxembourg) Issuer S.à r.l. | Luxembourg | 100.00% | 0.00% |  | 100.00% | — | Securitization | 0 | 0 | 0 |
| Santander (UK) Group Pension  Schemes Trustees Limited (d) | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |

Annual report 2025876

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.   1 | | | | | | | |  |  |  |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Santander Alternative Investments,  S.G.I.I.C., S.A. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  management  company | 21 | (6) | 40 |
| Santander AM Global Working Capital  Fund I | Luxembourg | 100.00% | 0.00% |  | 100.00% | 100.00% | Investment  fund | 70 | 3 | 71 |
| Santander Asesorías Financieras  Limitada | Chile | 0.00% | 67.45% |  | 100.00% | 100.00% | Financial  advisory | 11 | 4 | 11 |
| Santander Asset Finance Opportunities | Luxembourg | 100.00% | 0.00% |  | 100.00% | 100.00% | Investment  fund | 192 | 11 | 191 |
| Santander Asset Finance plc | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 96 | 86 | 166 |
| Santander Asset Management - SGOIC,  S.A. | Portugal | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  management  company | 6 | 4 | 9 |
| Santander Asset Management Chile  S.A. | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Securities  investment | 0 | 0 | 0 |
| Santander Asset Management Gerente  de Fondos Comunes de Inversión S.A. | Argentine | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  management  company | 6 | 20 | 3 |
| Santander Asset Management  Luxembourg, S.A. | Luxembourg | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  management  company | 5 | 1 | 0 |
| Santander Asset Management S.A.  Administradora General de Fondos | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  management  company | (3) | 18 | 132 |
| Santander Asset Management UK  Holdings Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 218 | 74 | 186 |
| Santander Asset Management UK  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Management  of funds and  portfolios | 30 | 6 | 129 |
| Santander Asset Management, S.A.,  SGIIC Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  management  company | 227 | 101 | 277 |
| Santander Auto Lease Titling Ltd. | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 8 | (15) | 0 |
| Santander Back-Offices Globales  Mayoristas, S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Services | 5 | 6 | 1 |
| Santander Banca de Inversión  Colombia, S.A.S. | Colombia | 100.00% | 0.00% |  | 100.00% | 100.00% | Advisory  services | 1 | 3 | 2 |
| Santander Bank Polska S.A. | Poland | 58.70% | 0.00% |  | 58.70% | 62.20% | Banking | 6,308 | 1,590 | 4,051 |
| Santander Bank, National Association | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 10,871 | 1,183 | 12,035 |
| Santander Brasil Administradora de  Consórcio Ltda. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Services | 70 | 83 | 138 |
| Santander Brasil Gestão de Recursos  Ltda. | Brazil | 0.08% | 99.92% |  | 100.00% | 100.00% | Securities  investment | 387 | 45 | 423 |
| Santander Capital Holdings LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 851 | 53 | 904 |
| Santander Capital Structuring, S.A. de  C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 5 | 0 | 0 |
| Santander Capitalização S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Insurance | (47) | 101 | 48 |
| Santander Cards Ireland Limited (n) | Ireland | 0.00% | 100.00% |  | 100.00% | 100.00% | Cards | (8) | 0 | 0 |
| Santander Cards Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 96 | 0 | 96 |
| Santander Cards UK Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 145 | (15) | 121 |
| Santander Chile Holding S.A. | Chile | 22.11% | 77.75% |  | 99.86% | 99.86% | Holding  company | 1,565 | 355 | 1,862 |
| Santander Commercial Mortgage  Securities LLC | United States | 0.00% | 100.00% |  | 100.00% | — | Finance  company | 0 | 0 | 0 |
| Santander Compara Holding, S.L. | Spain | 99.97% | 0.03% |  | 100.00% | 100.00% | Holding  company | 12 | 0 | 12 |
| Santander Consulting (Beijing) Co., Ltd. | China | 0.00% | 100.00% |  | 100.00% | 100.00% | Advisory  services | 10 | 0 | 4 |
| Santander Consumer (UK) plc | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 938 | (109) | 298 |

Annual report 2025877

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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.   1 | | | | | | | |  |  |  |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Santander Consumer Auto Receivables  Funding 2018-L3 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 117 | (1) | 0 |
| Santander Consumer Auto Receivables  Funding 2022-B1 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (56) | 17 | 0 |
| Santander Consumer Auto Receivables  Funding 2022-B2 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (64) | 22 | 0 |
| Santander Consumer Auto Receivables  Funding 2022-B3 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (103) | 66 | 0 |
| Santander Consumer Auto Receivables  Funding 2022-B4 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (58) | 30 | 0 |
| Santander Consumer Auto Receivables  Funding 2023-B1 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (48) | 53 | 0 |
| Santander Consumer Auto Receivables  Funding 2023-B2 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (44) | 22 | 0 |
| Santander Consumer Auto Receivables  Funding 2023-B3 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (40) | 20 | 0 |
| Santander Consumer Auto Receivables  Funding 2023-B4 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (46) | 23 | 0 |
| Santander Consumer Auto Receivables  Funding 2023-B5 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Consumer Auto Receivables  Funding 2023-B6 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Consumer Auto Receivables  Funding 2024-B2 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Consumer Auto Receivables  Funding 2024-B3 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Consumer Auto Receivables  Funding 2025-B1 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Consumer Auto Receivables  Funding 2025-L1 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 0 | (14) | 0 |
| Santander Consumer Auto Receivables  Funding 2025-L2 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Consumer Auto Receivables  Funding 2025-L3 LLC | United States | 0.00% | 100.00% |  | 100.00% | — | Inactive | 0 | 0 | 0 |
| Santander Consumer Auto Receivables  Funding 2025-L4 LLC | United States | 0.00% | 100.00% |  | 100.00% | — | Inactive | 0 | 0 | 0 |
| Santander Consumer Bank | Canada | 0.00% | 100.00% |  | 100.00% | — | Banking | 140 | 3 | 167 |
| Santander Consumer Bank AG | Germany | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 3,588 | 187 | 5,345 |
| Santander Consumer Bank AS | Norway | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 1,912 | 183 | 2,141 |
| Santander Consumer Bank GmbH | Austria | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 584 | 39 | 363 |
| Santander Consumer Bank S.A. | Poland | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 988 | 93 | 940 |
| Santander Consumer Bank S.A. | Peru | 100.00% | 0.00% |  | 100.00% | — | Banking | 187 | 25 | 160 |
| Santander Consumer Bank S.p.A. | Italy | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 970 | 68 | 603 |
| Santander Consumer Credit Services  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 1 | (1) | 0 |
| Santander Consumer Finance Global  Services, S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | IT | 6 | 4 | 5 |
| Santander Consumer Finance Limitada | Chile | 49.00% | 34.24% |  | 100.00% | 100.00% | Finance  company | 120 | 27 | 65 |
| Santander Consumer Finance México,  S.A. de C.V., S.O.F.O.M., E.R., Grupo  Financiero Santander México | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Inactive | 2 | 0 | 2 |
| Santander Consumer Finance Oy | Finland | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 488 | 20 | 159 |
| Santander Consumer Finance Schweiz  AG | Switzerland | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 61 | (13) | 60 |
| Santander Consumer Finance, S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Banking | 9,109 | 612 | 10,039 |
| Santander Consumer Financial  Solutions Sp. z o.o. | Poland | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | (3) | 1 | 7 |
| Santander Consumer Holding Austria  GmbH | Austria | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 364 | 0 | 518 |

Annual report 2025878

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.   1 | | | | | | | |  |  |  |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Santander Consumer Holding GmbH | Germany | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 5,564 | 83 | 6,077 |
| Santander Consumer Lease  Receivables 1 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (20) | 3 | 0 |
| Santander Consumer Leasing GmbH | Germany | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 77 | 104 | 158 |
| Santander Consumer Leasing S.A. | France | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 3 | 0 | 3 |
| Santander Consumer Mobility Services,  S.A. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 8 | (2) | 8 |
| Santander Consumer Multirent Sp. z  o.o. | Poland | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 42 | 9 | 36 |
| Santander Consumer Operations  Services GmbH | Germany | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 16 | 0 | 18 |
| Santander Consumer Receivables 11  LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 618 | 283 | 0 |
| Santander Consumer Receivables 15  LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (8) | 75 | 0 |
| Santander Consumer Receivables 16  LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (6) | 130 | 0 |
| Santander Consumer Receivables 20  LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 0 | (254) | 0 |
| Santander Consumer Receivables 21  LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Consumer Receivables 7 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 726 | 164 | 0 |
| Santander Consumer Receivables  Funding LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 10 | 3 | 0 |
| Santander Consumer Renting S.r.l. | Italy | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 12 | (5) | 18 |
| Santander Consumer Renting, S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 47 | 2 | 41 |
| Santander Consumer S.A. | Argentine | 0.00% | 99.82% |  | 100.00% | 100.00% | Finance  company | 15 | (3) | 13 |
| Santander Consumer Services GmbH | Austria | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 0 | 0 | 0 |
| Santander Consumer Services, S.A. | Portugal | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 13 | 1 | 6 |
| Santander Consumer Spain Auto  2019-1, Fondo de Titulización | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Consumer Spain Auto  2020-1, Fondo de Titulización | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Consumer Spain Auto  2021-1, Fondo de Titulización | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Consumer Spain Auto  2022-1, Fondo de Titulización | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Consumer Spain Auto  2023-1, Fondo de Titulización | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Consumer Spain Auto  2024-1, Fondo de Titulización | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Consumer Spain Auto  2025-1, Fondo de Titulización | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Consumer Technology  Services GmbH | Germany | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 31 | 1 | 22 |
| Santander Consumer USA Holdings Inc. | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 3,079 | 589 | 4,580 |
| Santander Consumer USA Inc. | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 4,922 | 590 | 5,512 |
| Santander Consumo 4, F.T. | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Consumo 5, F.T. | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Consumo 6, F.T. | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Consumo 7, F.T. | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Corredora de Seguros  Limitada | Chile | 0.00% | 67.21% |  | 100.00% | 100.00% | Insurance  mediation | 19 | 3 | 14 |
| Santander Corredores de Bolsa  Limitada | Chile | 0.00% | 83.24% |  | 100.00% | 100.00% | Securities  company | 58 | 3 | 51 |

Annual report 2025879

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.   1 | | | | | | | |  |  |  |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Santander Corretora de Câmbio e  Valores Mobiliários S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Securities  company | 143 | 28 | 154 |
| Santander Corretora de Seguros,  Investimentos e Serviços S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Insurance  mediation | 665 | 325 | 887 |
| Santander Customer Voice, S.A. | Spain | 99.50% | 0.50% |  | 100.00% | 100.00% | Services | 9 | (10) | 0 |
| Santander de Titulización, S.G.F.T., S.A. | Spain | 81.00% | 19.00% |  | 100.00% | 100.00% | Fund  management  company | 5 | 5 | 2 |
| Santander Distribuidora de Títulos e  Valores Mobiliários S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Securities  company | 75 | 11 | 77 |
| Santander Drive Auto Receivables LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 0 | 0 | 0 |
| Santander Drive Auto Receivables  Trust 2022-2 | United States | — | (b) |  | — | — | Securitization | (25) | 33 | 0 |
| Santander Drive Auto Receivables  Trust 2022-3 | United States | — | (b) |  | — | — | Securitization | (41) | 26 | 0 |
| Santander Drive Auto Receivables  Trust 2022-4 | United States | — | (b) |  | — | — | Securitization | (72) | 36 | 0 |
| Santander Drive Auto Receivables  Trust 2022-5 | United States | — | (b) |  | — | — | Securitization | (102) | 37 | 0 |
| Santander Drive Auto Receivables  Trust 2022-6 | United States | — | (b) |  | — | — | Securitization | (96) | 40 | 0 |
| Santander Drive Auto Receivables  Trust 2022-7 | United States | — | (b) |  | — | — | Securitization | (45) | 24 | 0 |
| Santander Drive Auto Receivables  Trust 2023-1 | United States | — | (b) |  | — | — | Securitization | (24) | 38 | 0 |
| Santander Drive Auto Receivables  Trust 2023-2 | United States | — | (b) |  | — | — | Securitization | (47) | 56 | 0 |
| Santander Drive Auto Receivables  Trust 2023-3 | United States | — | (b) |  | — | — | Securitization | (74) | 65 | 0 |
| Santander Drive Auto Receivables  Trust 2023-4 | United States | — | (b) |  | — | — | Securitization | (78) | 53 | 0 |
| Santander Drive Auto Receivables  Trust 2023-5 | United States | — | (b) |  | — | — | Securitization | (74) | 54 | 0 |
| Santander Drive Auto Receivables  Trust 2023-6 | United States | — | (b) |  | — | — | Securitization | (62) | 47 | 0 |
| Santander Drive Auto Receivables  Trust 2024-1 | United States | — | (b) |  | — | — | Securitization | (99) | 68 | 0 |
| Santander Drive Auto Receivables  Trust 2024-2 | United States | — | (b) |  | — | — | Securitization | (149) | 103 | 0 |
| Santander Drive Auto Receivables  Trust 2024-3 | United States | — | (b) |  | — | — | Securitization | (182) | 127 | 0 |
| Santander Drive Auto Receivables  Trust 2024-4 | United States | — | (b) |  | — | — | Securitization | (207) | 146 | 0 |
| Santander Drive Auto Receivables  Trust 2024-5 | United States | — | (b) |  | — | — | Securitization | (182) | 119 | 0 |
| Santander Drive Auto Receivables  Trust 2025-1 | United States | — | (b) |  | — | — | Securitization | 0 | (116) | 0 |
| Santander Drive Auto Receivables  Trust 2025-2 | United States | — | (b) |  | — | — | Securitization | 0 | (134) | 0 |
| Santander Drive Auto Receivables  Trust 2025-3 | United States | — | (b) |  | — | — | Securitization | 0 | (186) | 0 |
| Santander Drive Auto Receivables  Trust 2025-4 | United States | — | (b) |  | — | — | Securitization | 0 | (218) | 0 |
| Santander Empresa Administradora de  Fondos Colectivos S.A. | Peru | 99.00% | 1.00% |  | 100.00% | 100.00% | Investment  company | 1 | (1) | 0 |
| Santander Equity Investments Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 94 | 5 | 34 |
| Santander España Servicios Legales,  S.L. | Spain | 99.97% | 0.03% |  | 100.00% | 100.00% | Services | 9 | 0 | 8 |
| Santander Estates Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate | 7 | 0 | 7 |

Annual report 2025880

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.   1 | | | | | | | |  |  |  |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Santander European Hospitality  Opportunities | Luxembourg | 100.00% | 0.00% |  | 100.00% | 100.00% | Investment  fund | 33 | 0 | 30 |
| Santander F24 S.A. | Poland | 0.00% | 58.70% |  | 100.00% | 100.00% | Finance  company | 3 | 0 | 2 |
| Santander Facility Management  España, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate | 786 | 0 | 786 |
| Santander Factoring S.A. | Chile | 0.00% | 99.86% |  | 100.00% | 100.00% | Factoring | 9 | 0 | 9 |
| Santander Factoring Sp. z o.o. | Poland | 0.00% | 58.70% |  | 100.00% | 100.00% | Financial  services | 78 | 11 | 1 |
| Santander Factoring y Confirming, S.A.  Unipersonal, E.F.C. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Factoring | 223 | 47 | 126 |
| Santander FI Hedge Strategies | Ireland | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 421 | 110 | 478 |
| Santander Finance 2012-1 LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 3 | 0 | 3 |
| Santander Financial Exchanges Limited  (j) | United  Kingdom | 100.00% | 0.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Financial Services plc | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 350 | 27 | 443 |
| Santander Financiamientos S.A. | Peru | 100.00% | 0.00% |  | 100.00% | 100.00% | Finance  company | 34 | 0 | 34 |
| Santander Financing S.A.S. | Colombia | 100.00% | 0.00% |  | 100.00% | 100.00% | Financial  advisory | 3 | 0 | 3 |
| Santander Finanse Sp. z o.o. | Poland | 0.00% | 58.70% |  | 100.00% | 100.00% | Financial  services | 64 | 12 | 18 |
| Santander Fundo de Investimento  Amazonas Multimercado Crédito  Privado Investimento no Exterior (o) | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 440 | 64 | 453 |
| Santander Fundo de Investimento  Diamantina Multimercado Crédito  Privado Investimento no Exterior (h) | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 776 | 142 | 824 |
| Santander Fundo de Investimento  Guarujá Multimercado Crédito Privado  Investimento no Exterior | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 150 | 14 | 148 |
| Santander Gestión de Recaudación y  Cobranzas Ltda. | Chile | 0.00% | 99.86% |  | 100.00% | 100.00% | Financial  services | 8 | 1 | 9 |
| Santander Global Cards & Digital  Solutions Brasil S.A. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | IT consulting | 85 | 4 | 93 |
| Santander Global Cards & Digital  Solutions, S.L. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | IT services | 222 | 1 | 222 |
| Santander Global Consumer Finance  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 7 | 0 | 7 |
| Santander Global Facilities, S.A. de C.V. | Mexico | 100.00% | 0.00% |  | 100.00% | 100.00% | Services | 167 | 8 | 174 |
| Santander Global Services S.A. (j) | Uruguay | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 0 | 0 | 0 |
| Santander Global Services, S.L. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Real estate | 7 | 1 | 7 |
| Santander Global Technology and  Operations Brasil Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 26 | 0 | 18 |
| Santander Global Technology and  Operations Chile Limitada | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 5 | 1 | 6 |
| Santander Global Technology and  Operations, S.L. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | IT services | 694 | 15 | 668 |
| Santander Green Investment, S.L. | Spain | 99.97% | 0.03% |  | 100.00% | 100.00% | Holding  company | 139 | 1 | 135 |
| Santander Group Properties, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 1,100 | 5 | 1,077 |
| Santander Guarantee Company (j) | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Hera Renda Fixa Fundo  Incentivado de Investimento em  Infraestrutura Responsabilidade  Limitada | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 2,779 | 212 | 2,688 |
| Santander Hermes Multimercado  Crédito Privado Infraestructura Fundo  de Investimento | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 169 | 9 | 160 |

Annual report 2025881

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.   1 | | | | | | | |  |  |  |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Santander Hipotecario 2 Fondo de  Titulización de Activos | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Hipotecario 3 Fondo de  Titulización de Activos | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Holding Imobiliária S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Real estate | 64 | 6 | 63 |
| Santander Holding Internacional, S.A. | Spain | 99.95% | 0.05% |  | 100.00% | 100.00% | Holding  company | 4,271 | 96 | 2,506 |
| Santander Holdings USA, Inc. | United States | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 13,865 | 1,399 | 14,425 |
| Santander Inclusión Financiera, S.A. de  C.V., S.O.F.O.M., E.R., Grupo Financiero  Santander México | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Finance  company | 8 | 2 | 9 |
| Santander Insurance Agency, U.S., LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Insurance  mediation | 1 | 0 | 1 |
| Santander Insurance Services UK  Limited | United  Kingdom | 100.00% | 0.00% |  | 100.00% | 100.00% | Wealth  management | 827 | (588) | 543 |
| Santander Insurance, S.L. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 2,433 | 478 | 2,440 |
| Santander Intermediación Correduría  de Seguros, S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Insurance  mediation | 25 | 5 | 18 |
| Santander International Products, Plc.  (l) | Ireland | 99.99% | 0.01% |  | 100.00% | 100.00% | Finance  company | 1 | 0 | 0 |
| Santander International Wealth  Management México, S. de R.L. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Advisory  services | 3 | (2) | 2 |
| Santander International Wealth  Solutions LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 0 | 0 | 0 |
| Santander Inversiones S.A. | Chile | 5.12% | 94.88% |  | 100.00% | 100.00% | Holding  company | 1,574 | 279 | 1,051 |
| Santander Investment Chile Limitada | Chile | 16.12% | 83.88% |  | 100.00% | 100.00% | Finance  company | 305 | 11 | 308 |
| Santander Investment, S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Banking | 1,316 | 429 | 245 |
| Santander Investments GP 1 S.à.r.l. | Luxembourg | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  management  company | 1 | 0 | 1 |
| Santander Inwestycje Sp. z o.o. | Poland | 0.00% | 58.70% |  | 100.00% | 100.00% | Securities  company | 0 | 0 | 0 |
| Santander ISA Managers Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Management  of funds and  portfolios | 45 | 6 | 6 |
| Santander Lease, S.A., E.F.C. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Leasing | 56 | 3 | 51 |
| Santander Leasing AB | Sweden | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing and  renting | 13 | 2 | 22 |
| Santander Leasing B.V. | Netherlands | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 13 | 0 | 21 |
| Santander Leasing S.A. | Poland | 0.00% | 58.70% |  | 100.00% | 100.00% | Leasing | 210 | 13 | 35 |
| Santander Leasing S.A. Arrendamento  Mercantil | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Leasing | 1,458 | 129 | 1,426 |
| Santander Leasing, LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | (2) | (10) | 0 |
| Santander Lending Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Mortgage  credit  company | 278 | 13 | 291 |
| Santander Mediación Operador de  Banca-Seguros Vinculado, S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Insurance  mediation | 52 | 1 | 3 |
| Santander Merchant S.A. | Argentine | 5.10% | 94.90% |  | 100.00% | 100.00% | Finance  company | 2 | 1 | 2 |
| Santander Mortgage Asset Depositor  LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 0 | 0 | 0 |
| Santander Mortgage Asset Receivable  Trust 2025-CES1 | United States | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Mortgage Asset Receivable  Trust 2025-NQM1 | United States | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Mortgage Asset Receivable  Trust 2025-NQM2 | United States | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |

Annual report 2025882

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.   1 | | | | | | | |  |  |  |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Santander Mortgage Asset Receivable  Trust 2025-NQM3 | United States | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Mortgage Asset Receivable  Trust 2025-NQM4 | United States | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Mortgage Asset Receivable  Trust 2025-NQM5 | United States | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Mortgage Asset Receivable  Trust 2025-NQM6 | United States | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander Mortgage Asset Receivable  Trust 2026-NQM1 | United States | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| Santander Mortgage Holdings Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | (2) | 2 | 0 |
| Santander New Business, S.A. | Spain | 99.00% | 1.00% |  | 100.00% | 100.00% | Trade  intermediary | 3 | 0 | 2 |
| Santander Paraty Qif PLC | Ireland | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  company | 421 | 110 | 478 |
| Santander Pensiones, S.A., E.G.F.P. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Pension fund  management  company | 57 | 17 | 152 |
| Santander Prime Auto Issuance Notes  2018-A Designated Activity Company  (j) | Ireland | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| Santander Prime Auto Issuance Notes  2018-B Designated Activity Company  (j) | Ireland | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| Santander Prime Auto Issuance Notes  2018-C Designated Activity Company  (j) | Ireland | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| Santander Prime Auto Issuance Notes  2018-D Designated Activity Company  (j) | Ireland | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| Santander Prime Auto Issuance Notes  2018-E Designated Activity Company  (j) | Ireland | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| Santander Private Banking S.p.A. in  Liquidazione (j) | Italy | 100.00% | 0.00% |  | 100.00% | 100.00% | Finance  company | 14 | 0 | 8 |
| Santander Private Banking UK Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 296 | 174 | 399 |
| Santander Private Real Estate Advisory,  S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Real estate | 20 | 6 | 26 |
| Santander Real Estate Debt 1 sub-fund | Luxembourg | 100.00% | 0.00% |  | 100.00% | 100.00% | Investment  fund | 103 | 6 | 100 |
| Santander Real Estate Equity I, F.C.R. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Venture capital  fund | 19 | 0 | 19 |
| Santander Real Estate, S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Inactive | 1 | 0 | 1 |
| Santander Retail Auto Lease Funding  LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 0 | 0 | 0 |
| Santander RMBS 6, Fondo de  Titulización | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Santander S.A. Sociedad Securitizadora | Chile | 0.00% | 67.25% |  | 100.00% | 100.00% | Fund  management  company | 1 | 0 | 1 |
| Santander SBAC II Renda Fixa Curto  Prazo - Classe de Investimento em  Cotas de Fundo de Investimento  Financeiro Responsabilidade Limitada | Brazil | 0.00% | 89.86% |  | 100.00% | — | Investment  fund | 1,750 | 242 | 1,770 |
| Santander Secretariat Services Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Securities LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Securities  company | 25 | 6 | 31 |
| Santander Seguros y Reaseguros,  Compañía Aseguradora, S.A. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Insurance | 676 | 164 | 914 |
| Santander Services Solutions, S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  services | 15 | (2) | 14 |

Annual report 2025883

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.   1 | | | | | | | |  |  |  |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Santander Servicios Corporativos, S.A.  de C.V. | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Services | 14 | 0 | 15 |
| Santander Servicos Digitais Brasil Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | — | IT services | 23 | 2 | 23 |
| Santander Sociedade de Crédito,  Financiamento e Investimento S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Finance  company | 289 | 441 | 655 |
| Santander Technology USA, LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 47 | 0 | 47 |
| Santander Tecnología Argentina S.A. | Argentine | 0.00% | 99.83% |  | 100.00% | 100.00% | IT services | 7 | 6 | 10 |
| Santander Tecnología México, S.A. de  C.V. | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | IT services | 52 | 0 | 52 |
| Santander Totta Seguros, Companhia  de Seguros de Vida, S.A. | Portugal | 0.00% | 100.00% |  | 100.00% | 100.00% | Insurance | 99 | 27 | 246 |
| Santander Towarzystwo Funduszy  Inwestycyjnych S.A. | Poland | 50.00% | 29.35% |  | 100.00% | 100.00% | Fund  management  company | 4 | 33 | 172 |
| Santander Trade Services Limited | Hong-Kong | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 24 | 1 | 16 |
| Santander Trust S.A. | Argentine | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 0 | 0 | 0 |
| Santander UK Group Holdings plc | United  Kingdom | 77.67% | 22.33% |  | 100.00% | 100.00% | Holding  company | 15,277 | 192 | 19,046 |
| Santander UK Investments | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 114 | (2) | 114 |
| Santander UK Operations Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 7 | 0 | 0 |
| Santander UK plc | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 12,746 | 2,167 | 15,039 |
| Santander UK Technology Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 25 | 0 | 6 |
| Santander US Capital Markets LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Securities  investment | 904 | 53 | 957 |
| Santander Valores S.A. | Argentine | 5.10% | 94.73% |  | 100.00% | 100.00% | Securities  company | 30 | 11 | 42 |
| Santusa Holding, S.L. | Spain | 69.76% | 30.24% |  | 100.00% | 100.00% | Holding  company | 10,589 | 495 | 6,525 |
| SBNA Auto Lease Funding LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (58) | (87) | 0 |
| SBNA Auto Lease Trust 2023-A | United States | — | (b) |  | — | — | Securitization | (31) | (23) | 0 |
| SBNA Auto Lease Trust 2024-A | United States | — | (b) |  | — | — | Securitization | (18) | (26) | 0 |
| SBNA Auto Lease Trust 2024-B | United States | — | (b) |  | — | — | Securitization | (12) | (30) | 0 |
| SBNA Auto Lease Trust 2024-C | United States | — | (b) |  | — | — | Securitization | 4 | (8) | 0 |
| SBNA Auto Lease Trust 2025-A | United States | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SBNA Auto Lease Trust 2025-B | United States | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| SBNA Auto Receivables Funding LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 2 | 3 | 4 |
| SBNA Auto Receivables Grantor Trust  2025-SF1 | United States | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| SBNA Auto Receivables Trust 2025-SF1 | United States | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| SBNA Investor LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 795 | 119 | 914 |
| SC Austria Auto Finance 2020-1  Designated Activity Company | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Austria Consumer Loan 2021  Designated Activity Company | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Austria S.à r.l. | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Austria S.à r.l., Compartment  Consumer 2025-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Canada Asset Securitization Trust | Canada | — | (b) |  | — | — | Securitization | 2 | 4 | 0 |
| SC Germany Auto 2019-1 UG  (haftungsbeschränkt) (j) | Germany | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Germany S.A. | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Germany S.A., Compartment  Consumer 2020-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |

Annual report 2025884

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.   1 | | | | | | | |  |  |  |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| SC Germany S.A., Compartment  Consumer 2021-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Germany S.A., Compartment  Consumer 2022-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Germany S.A., Compartment  Consumer 2023-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Germany S.A., Compartment  Consumer 2024-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Germany S.A., Compartment  Consumer 2024-2 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Germany S.A., Compartment  Consumer 2025-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Germany S.A., Compartment  Consumer 2025-2 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Germany S.A., Compartment  Consumer Private 2023-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Germany S.A., Compartment  Leasing 2023-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Germany S.A., Compartment  Leasing 2025-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Germany S.A., Compartment  Mobility 2020-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Mobility AB | Sweden | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 0 | 0 | 0 |
| SC Mobility AS | Norway | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 32 | 0 | 33 |
| SC Nordics S.à r.l. | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Nordics S.à r.l. , Compartment  Rahoituspalvelut 2025 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SC Poland Consumer 23-1 Designated  Activity Company | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SCF Ajoneuvohallinto IX Limited (j) | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SCF Ajoneuvohallinto X Limited | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SCF Ajoneuvohallinto XI Limited | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SCF Ajoneuvohallinto XII Limited | Ireland | — | (b) | — | — | — | Securitization | 0 | 0 | 0 |
| SCF Ajoneuvohallinto XIII Limited | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SCF Eastside Locks GP Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate  management | 0 | 0 | 0 |
| SCF Rahoituspalvelut IX DAC (j) | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SCF Rahoituspalvelut X DAC | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SCF Rahoituspalvelut XI Designated  Activity Company | Ireland | — | (b) |  | — | — | Securitization | (15) | 0 | 0 |
| SCF Rahoituspalvelut XII DAC | Ireland | — | (b) |  | — | — | Securitization | (1) | 0 | 0 |
| SCF Rahoituspalvelut XIII DAC | Ireland | — | (b) |  | — | — | Securitization | 3 | 0 | 0 |
| SCM Poland Auto 2019-1 DAC | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SDMX Superdigital, S.A. de C.V.,  Institución de Fondos de Pago  Electrónico | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  platform | 1 | (1) | 0 |
| Secucor Finance 2021-1, DAC (j) | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Secucor Finance 2025-1 Designated  Activity Company | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Services and Promotions Delaware  Corporation | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 125 | 0 | 198 |
| Services and Promotions Miami LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate | 126 | 0 | 126 |
| Servicios de Cobranza, Recuperación y  Seguimiento, S.A. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 38 | 0 | 40 |
| Servicios Inmobiliarios Residencial en  Venta JV2, S.L. | Spain | 0.00% | 27.57% |  | 27.57% | 90.00% | Real estate | 10 | 0 | 3 |
| Sheppards Moneybrokers Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Shiloh III Wind Project, LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Renewable  energies | 327 | 5 | 333 |

Annual report 2025885

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.   1 | | | | | | | |  |  |  |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Silk Finance No. 5 | Portugal | — | (b) |  | — | — | Securitization | 25 | (5) | 0 |
| Silk Finance No. 6 | Portugal | — | (b) |  | — | — | Securitization | 0 | 8 | 0 |
| Sociedad Integral de Valoraciones  Automatizadas, S.A. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Appraisals | 2 | 0 | 1 |
| Sociedad Operadora de Tarjetas de  Pago Santander Getnet Chile S.A. | Chile | 0.00% | 67.13% |  | 100.00% | 100.00% | Payments and  collection  services | 1 | 47 | 32 |
| Socur S.A. (f) | Uruguay | 100.00% | 0.00% |  | 100.00% | 100.00% | Finance  company | 69 | 19 | 58 |
| Solution 4Fleet Consultoria  Empresarial S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Vehicle rental | 1 | 0 | 1 |
| Sovereign Community Development  Company | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 42 | 1 | 43 |
| Sovereign Delaware Investment  Corporation | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 146 | 5 | 151 |
| Sovereign Lease Holdings, LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 228 | 5 | 233 |
| Sovereign REIT Holdings, Inc. | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 8,060 | 268 | 8,328 |
| SPIRE SA Compartment 2025-148 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| SSA Swiss Advisors AG | Switzerland | 0.00% | 100.00% |  | 100.00% | 100.00% | Wealth  management | 2 | 0 | 4 |
| Stellantis Consumer Financial Services  Polska Sp. z o.o. | Poland | 0.00% | 50.00% |  | 100.00% | 100.00% | Finance  company | 5 | 2 | 1 |
| Stellantis Financial Services Belux SA | Belgium | 0.00% | 50.00% |  | 100.00% | 100.00% | Finance  company | 101 | 11 | 57 |
| Stellantis Financial Services España,  E.F.C., S.A. | Spain | 0.00% | 50.00% |  | 50.00% | 50.00% | Finance  company | 401 | (21) | 190 |
| Stellantis Financial Services Italia  S.p.A. | Italy | 0.00% | 50.00% |  | 50.00% | 50.00% | Banking | 807 | 112 | 293 |
| Stellantis Financial Services Nederland  B.V. | Netherlands | 0.00% | 50.00% |  | 100.00% | 100.00% | Finance  company | 80 | 15 | 39 |
| Stellantis Financial Services Polska Sp.  z o.o. | Poland | 0.00% | 50.00% |  | 50.00% | 50.00% | Finance  company | 74 | 13 | 17 |
| Stellantis Renting Italia S.p.A. | Italy | 0.00% | 50.00% |  | 100.00% | 100.00% | Renting | 11 | 5 | 3 |
| Sterrebeeck B.V. | Netherlands | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 6,373 | 515 | 10,860 |
| Suleyado 2003, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Securities  investment | 34 | 0 | 31 |
| Superdigital Holding Company, S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 28 | (4) | 24 |
| Superdigital Logística S.A. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  services | 6 | (1) | 5 |
| Suzuki Servicios Financieros, S.L. | Spain | 0.00% | 51.00% |  | 51.00% | 51.00% | Intermediation | 16 | 2 | 8 |
| Swesant SA | Switzerland | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 323 | (3) | 0 |
| Tabasco Energía España, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 7 | 0 | 7 |
| Taxos Luz, S.L. Unipersonal | Spain | 0.00% | 70.00% |  | 100.00% | 100.00% | Renewable  energies | 3 | 0 | 11 |
| Teatinos Siglo XXI Inversiones S.A. | Chile | 50.00% | 50.00% |  | 100.00% | 100.00% | Holding  company | 1,521 | 333 | 2,167 |
| Terras Fundo de Investimento nas  Cadeias Produtivas do Agronegocio -  Fiagro - Resp Limitada | Brazil | 0.00% | 89.86% |  | 100.00% | — | Investment  fund | 2 | 0 | 1 |
| The Best Specialty Coffee, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Restaurant  services | 3 | 0 | 3 |
| TIMFin S.p.A. | Italy | 0.00% | 51.00% |  | 51.00% | 51.00% | Finance  company | 63 | 4 | 38 |
| Titularizadora Colombiana S.A. -  Universalidad TIV V9 | Colombia | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Tonopah Solar I, LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 5 | 0 | 5 |

Annual report 2025886

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.   1 | | | | | | | |  |  |  |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Tools Soluções e Serviços  Compartilhados Ltda. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Services | 31 | 4 | 31 |
| Tornquist Asesores de Seguros S.A. (j) | Argentine | 0.00% | 99.99% |  | 99.99% | 99.99% | Inactive | 0 | 0 | 0 |
| Toro Corretora de Títulos e Valores  Mobiliários S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Securities  company | 62 | (1) | 55 |
| Toro Investimentos S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Securities  company | 43 | (2) | 36 |
| Totta (Ireland), PLC | Ireland | 0.00% | 99.87% |  | 100.00% | 100.00% | Finance  company | 451 | 11 | 450 |
| Totta Urbe - Empresa de  Administração e Construções, S.A. | Portugal | 0.00% | 99.87% |  | 100.00% | 100.00% | Real estate | 88 | 1 | 89 |
| Trainera Venture Finance I, F.C.R.-  PYME | Spain | 99.00% | 0.00% |  | 99.00% | 99.00% | Venture capital  fund | 21 | 2 | 20 |
| Trans Skills Employment Services -  Sole Proprietorship LLC | Arab United  Emirates | 0.00% | 66.43% |  | 100.00% | 100.00% | Human  resources  services | 0 | 1 | 2 |
| Trans Skills Employment Services  Malaysia SDN. BHD. | Malaysia | 0.00% | 66.43% |  | 100.00% | — | Services | 0 | 0 | 0 |
| Trans Skills Employment Services  Vietnam Company Limited | Vietnam | 0.00% | 66.43% |  | 100.00% | — | Consulting  services | 0 | 0 | 0 |
| Trans Skills General Supplies Egypt LLC | Egypt | 0.00% | 66.43% |  | 100.00% | — | Consulting  services | 0 | 0 | 0 |
| Trans Skills Information Technology  LLC | Saudi Arabia | 0.00% | 66.43% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Trans Skills Investment in Commercial  Enterprises & Management Co. LLC | Arab United  Emirates | 0.00% | 66.43% |  | 100.00% | 100.00% | Holding  company | 1 | 0 | 7 |
| Trans Skills Services SPC | Oman | 0.00% | 66.43% |  | 100.00% | — | Consulting | 0 | 0 | 0 |
| Trans Skills South Africa (Pty) Limited | Republic of  South Africa | 0.00% | 66.43% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Trans Skills Technology Services LLC | Arab United  Emirates | 0.00% | 66.43% |  | 100.00% | 100.00% | IT services | 0 | (3) | 0 |
| Transolver Finance EFC, S.A. | Spain | 0.00% | 51.00% |  | 51.00% | 51.00% | Leasing | 76 | 6 | 17 |
| Transskills Employer Services Private  Limited | India | 0.00% | 66.43% |  | 100.00% | 100.00% | Consulting  services | 0 | 0 | 0 |
| Tresmares Capital Corporate S.L. | Spain | 89.90% | 0.00% |  | 89.90% | — | Holding  company | 2 | 2 | 21 |
| Tresmares Capital Deutschland GmbH | Germany | 0.00% | 89.90% |  | 100.00% | — | Finance  company | 0 | 0 | 0 |
| Tresmares Capital UK Limited | United  Kingdom | 0.00% | 89.90% |  | 100.00% | — | Fund  management  company | 1 | 1 | 1 |
| Tresmares Direct Lending, S.G.E.I.C,  S.A. | Spain | 0.00% | 89.90% |  | 100.00% | — | Fund  management  company | 3 | 3 | 2 |
| Tresmares Growth Fund II, S.C.R., S.A. | Spain | 40.00% | 0.00% | 40.00% | 40.00% | 40.00% | Holding  company | 72 | 6 | 39 |
| Tresmares Growth Fund III, S.C.R., S.A. | Spain | 40.00% | 0.00% | 40.00% | 40.00% | 40.00% | Holding  company | 55 | 4 | 30 |
| Tresmares Growth Fund Santander,  S.C.R., S.A. | Spain | 100.00% | 0.00% | 100.00% | 100.00% | 100.00% | Holding  company | 139 | (3) | 131 |
| Tresmares Private Equity, S.G.E.I.C,  S.A. | Spain | 0.00% | 89.90% | 100.00% | 100.00% | — | Fund  management  company | 1 | 4 | 1 |
| Tresmares Santander Direct Lending,  SICC, S.A. | Spain | 99.67% | 0.00% | 99.67% | 99.67% | 99.67% | Fund  management  company | 1,419 | 69 | 1,410 |
| TS HR & Payroll Services Morocco SARL  AU | Morocco | 0.00% | 66.43% | 100.00% | 100.00% | — | Consulting  services | 0 | 0 | 0 |
| TVG-Trappgroup  Versicherungsvermittlungs-GmbH (d) | Germany | 0.00% | 90.01% | 100.00% | 100.00% | 100.00% | Insurance  brokerage | 0 | 0 | 2 |
| Universia Brasil S.A. | Brazil | 0.00% | 100.00% | 100.00% | 100.00% | 100.00% | Internet | 0 | 0 | 0 |
| Universia Chile S.A. | Chile | 0.00% | 86.84% | 86.84% | 86.84% | 86.84% | Internet | 1 | 0 | 0 |
| Universia Colombia S.A.S. | Colombia | 0.00% | 100.00% | 100.00% | 100.00% | 100.00% | Internet | 0 | 0 | 0 |

Annual report 2025887

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.   1 | | | | | | | |  |  |  |
|  |  | % of ownership  held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Universia España Red de  Universidades, S.A. | Spain | 0.00% | 89.43% | 89.43% | 89.43% | 89.43% | Internet | 3 | 0 | 2 |
| Universia Holding, S.L. | Spain | 100.00% | 0.00% | 100.00% | 100.00% | 100.00% | Holding  company | 18 | 0 | 18 |
| Universia México, S.A. de C.V. | Mexico | 0.00% | 100.00% | 100.00% | 100.00% | 100.00% | Internet | 1 | 0 | 1 |
| Universia Perú, S.A. | Peru | 0.00% | 99.73% | 99.73% | 99.73% | 99.64% | Internet | 0 | 0 | 0 |
| Universia Uruguay, S.A. | Uruguay | 0.00% | 100.00% | 100.00% | 100.00% | 100.00% | Internet | 0 | 0 | 0 |
| Uro Property Holdings, S.A. (e) | Spain | — | — | 0.00% | — | 99.99% | Real estate  investment | — | — | — |
| VERT-11 Companhia Securitizadora de  Créditos Financeiros | Brazil | — | (b) | — | — | — | Securitization | 0 | 0 | 0 |
| Wallcesa, S.A. | Spain | 100.00% | 0.00% | 100.00% | 100.00% | 100.00% | Financial  services | (914) | 17 | 0 |
| WIM Servicios Corporativos, S.A. de  C.V. | Mexico | 0.00% | 100.00% | 100.00% | 100.00% | 100.00% | Advisory  services | 1 | 0 | 0 |
| WTW Shipping Designated Activity  Company | Ireland | 100.00% | 0.00% | 100.00% | 100.00% | 100.00% | Leasing | 20 | 0 | 9 |

a. Amount according to the provisional books of each company as of the date of publication of these annexes, generally referring to 31 December 2025 without

considering, where appropriate, interim dividends that have been made during the year. In the book value (net provision cost), the percentage of ownership of the Group

has been applied to the figure of each of the holding companies, without considering the impairment of goodwill made in the consolidation process. The data for foreign

companies are converted into euros at the exchange rate at the end of the year.

b. Companies over which effective control is maintained.

c. Data as at 31 December 2024, latest available accounts.

d. Data as at 31 March 2025, latest accounts available.

e. Accounting merged company, Pending registration.

f. Data as at 30 September 2025, last accounts available.

g. Data as at 30 April 2025, last accounts available.

h. Data as at 31 July 2025, last accounts available.

i. Companies in liquidation. Pending registration.

j. Company in liquidation as at 31 December 2025.

k. Pursuant to Article 3 of Royal Decree 1159/ 2010, of 17 September, approving the rules for the preparation of consolidated annual accounts, in order to determine the

voting rights, voting rights held directly by the parent company have been added to those held by companies controlled by the parent company or by other persons

acting in their own name but on behalf of a Group company. For these purposes, the number of votes corresponding to the parent company, in relation to the companies

indirectly dependent on it, is that corresponding to the dependent company that directly participates in the share capital of the latter.

l. Company resident for tax purposes in Spain.

m. Data as at 30 June 2021, latest available accounts.

n. Company resident for tax purposes in the United Kingdom.

o. Data as at 28 February 2025, latest available accounts.

(1) Companies issuing preference shares are listed in Annex III, together with other relevant information.

Annual report 2025888

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### Appendix II

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Societies of which Grupo Santander owns more than 5% (g) , entities associated with Grupo Santander and jointly controlled entities | | | | | | | | | | | |
|  |  | % of ownership  held by Banco  Santander | |  | Percentage of  voting power (f) | |  |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year  2025 | Year  2024 | Activity | Type of  company | Asset | Capital +  reserves | Net  results |
| Administrador Financiero de  Transantiago S.A. | Chile | 0.00% | 13.43% |  | 20.00% | 20.00% | Payments and  collection  services | Associated | 59 | 8 | 2 |
| Adprotel Strand, S.L. (consolidado) | Spain | 0.00% | 38.20% |  | 38.20% | 38.20% | Real estate  development | Associated | 693 | 622 | 26 |
| Aegon Santander Portugal Não Vida  - Companhia de Seguros, S.A. | Portugal | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Joint  ventures | 84 | 9 | 21 |
| Aegon Santander Portugal Vida -  Companhia de Seguros Vida, S.A. | Portugal | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Joint  ventures | 153 | 22 | 19 |
| Aeroplan - Sociedade Construtora  de Aeroportos, Lda. (e) | Portugal | 0.00% | 19.97% |  | 20.00% | 20.00% | Inactive | — | 0 | 0 | 0 |
| Agri Tech Investments Argentina  S.A.U. | Argentine | 0.00% | 50.00% |  | 50.00% | — | Financial  services | — | 10 | 6 | 1 |
| Aguas de Fuensanta, S.A. (e) (k) | Spain | 36.78% | 0.00% |  | 36.78% | 36.78% | Food | — | — | — | — |
| AHLC - Promoção Imobiliária, Lda. | Portugal | 0.00% | 35.00% |  | 35.00% | — | Real estate  development | Joint  ventures | 0 | 0 | 0 |
| Alcoaxarquía, S.L. | Spain | 0.00% | 16.00% |  | 40.00% | — | Food | — | 25 | 6 | 2 |
| Alma UK Holdings Ltd (consolidado)  (b) | United  Kingdom | 30.00% | 0.00% |  | 30.00% | 30.00% | Holding  company | Joint  ventures | 3 | 2 | 4 |
| Apolo Vault 1, S.L. | Spain | 0.00% | 25.00% |  | 25.00% | 25.00% | Renewable  energies | Joint  ventures | 0 | 0 | 0 |
| Aranguren Comercial de Embalaje,  S.L. | Spain | 0.00% | 9.96% |  | 24.90% | — | Industrial  products | — | 38 | 11 | 2 |
| Arneplant, S.L. | Spain | 0.00% | 11.36% |  | 28.41% | — | Footwear and  textiles | — | 46 | 22 | 2 |
| Asesoría Informática Gallega, S.L. | Spain | 0.00% | 12.54% |  | 31.34% | — | IT services | — | 4 | 0 | 2 |
| Atitlan Agro I, S.C.R., S.A. (b) (n) | Spain | 42.54% | 0.00% |  | 0.00% | 0.00% | Venture capital  company | — | 123 | 114 | (5) |
| Attijariwafa Bank Société Anonyme  (consolidado) (b) | Morocco | 0.00% | 5.10% |  | 5.10% | 5.10% | Banking | — | 67,801 | 4,942 | 887 |
| AutoFi Inc. (b) | United  States | 9.50% | 9.40% |  | 4.99% | 4.99% | E-commerce | — | 19 | 19 | (7) |
| Autopistas del Sol S.A. (b) | Argentine | 0.00% | 14.17% |  | 14.17% | 14.17% | Highway  concession | — | 232 | 191 | (54) |
| Avanath Affordable Housing IV LLC  (b) | United  States | 0.00% | 7.27% |  | 7.27% | 7.27% | Investment  company | — | 411 | 405 | (35) |
| Avanzare Innovación Tecnológica,  S.L. | Spain | 0.00% | 12.66% |  | 31.64% | — | Technology | — | 43 | 19 | 5 |
| Axle 2023-1 Ltd | United  Kingdom | 0.00% | (h) |  | — | — | Securitization | Joint  ventures | 689 | 2 | (5) |
| Banco RCI Brasil S.A. | Brazil | 0.00% | 35.85% |  | 39.89% | 39.89% | Banking | Joint  ventures | 2,231 | 141 | 54 |
| Banco S3 Caceis México, S.A.,  Institución de Banca Múltiple | Mexico | 0.00% | 50.00% |  | 50.00% | 50.00% | Banking | Joint  ventures | 245 | 112 | 15 |
| Bank of Beijing Consumer Finance  Company | China | 0.00% | 20.00% |  | 20.00% | 20.00% | Finance  company | Associated | 1,904 | 156 | 21 |
| Bank of Shanghai Co., Ltd.  (consolidado) (b) | China | 6.54% | 0.00% |  | 6.54% | 6.54% | Banking | — | 392,042 | 28,022 | 2,863 |
| Biomas – Serviços Ambientais,  Restauração e Carbono S.A. | Brazil | 0.00% | 14.98% |  | 16.67% | 16.67% | Consulting  services | Associated | 7 | 9 | (6) |
| Bizum, S.L. | Spain | 20.92% | 0.00% |  | 20.92% | 20.92% | Payment  services | Associated | 29 | 11 | 2 |
| Campo Grande Empreendimentos  Ltda. (k) (e) | Brazil | 0.00% | 22.75% |  | 25.32% | 25.32% | Inactive | — | 0 | 0 | 0 |
| CaptureNow Limited (q) | United  Kingdom | 0.00% | 22.22% |  | 22.22% | — | Software | — | 1 | 0 | 0 |
| CCPT - ComprarCasa, Rede Serviços  Imobiliários, S.A. | Portugal | 0.00% | 49.98% |  | 49.98% | 49.98% | Real estate  services | Joint  ventures | 0 | 0 | 0 |
| Centro de Compensación  Automatizado S.A. | Chile | 0.00% | 22.38% |  | 33.33% | 33.33% | Payments and  collection  services | Associated | 21 | 12 | 6 |

Annual report 2025889

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Societies of which Grupo Santander owns more than 5% (g) , entities associated with Grupo Santander and jointly controlled entities | | | | | | | | | | | |
|  |  | % of ownership  held by Banco  Santander | |  | Percentage of  voting power (f) | |  |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year  2025 | Year  2024 | Activity | Type of  company | Asset | Capital +  reserves | Net  results |
| Centro para el Desarrollo,  Investigación y Aplicación de  Nuevas Tecnologías, S.A. (l) | Spain | 0.00% | 49.00% |  | 49.00% | 49.00% | Technology | Associated | 3 | 3 | 0 |
| Cicrosa Hidraúlica, S.L. | Spain | 0.00% | 13.20% |  | 33.00% | — | Industrial  supplies | — | 19 | 12 | 3 |
| CIP S.A. | Brazil | 0.00% | 15.74% |  | 17.52% | 17.52% | Financial  services | Associated | 335 | 188 | 99 |
| CNP Santander Insurance Europe  Designated Activity Company | Ireland | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Associated | 1,475 | 229 | 56 |
| CNP Santander Insurance Life  Designated Activity Company | Ireland | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Associated | 798 | 63 | 44 |
| CNP Santander Insurance Services  Ireland Limited | Ireland | 0.00% | 49.00% |  | 49.00% | 49.00% | Services | Associated | 16 | 0 | 0 |
| Companhia Promotora UCI | Brazil | 0.00% | 25.00% |  | 25.00% | 25.00% | Financial  services | Joint  ventures | 0 | 0 | 0 |
| Compañia Española de Financiación  de Desarrollo, Cofides, S.A., SME (b) | Spain | 20.18% | 0.00% |  | 20.18% | 20.17% | Finance  company | — | 244 | 213 | 25 |
| Compañía Española de Seguros de  Crédito a la Exportación, S.A.,  Compañía de Seguros y Reaseguros  (consolidado) (b) | Spain | 23.33% | 0.55% |  | 23.88% | 23.88% | Credit  insurance | — | 1,432 | 570 | 64 |
| Compañía Española de Viviendas en  Alquiler, S.A. (consolidado) | Spain | 24.07% | 0.00% |  | 24.07% | 24.07% | Real estate | Associated | 626 | 416 | 23 |
| Compañía para los Desarrollos  Inmobiliarios de la Ciudad de  Hispalis, S.L., en liquidación (d) (e) | Spain | 21.98% | 0.00% |  | 21.98% | 21.98% | Real estate  development | — | 38 | (325) | 0 |
| Connecting Visions Ecosystems, S.L. | Spain | 29.96% | 0.00% |  | 29.96% | 37.56% | Consulting  services | Joint  ventures | 2 | 1 | 0 |
| Construtora Tenda S/A (b) | Brazil | 4.92% | 4.05% |  | 9.43% | — | Real estate | — | 828 | 147 | 16 |
| Corkfoc Cortiças, S.A. (c) | Portugal | 0.00% | 27.54% |  | 27.58% | 27.58% | Cork industry | — | 3 | 20 | 0 |
| CSD Central de Serviços de Registro  e Depósito Aos Mercados  Financeiro e de Capitais S.A. | Brazil | 0.00% | 16.12% |  | 17.94% | 20.00% | Financial  services | Associated | 43 | 42 | 0 |
| Decus Real Estate, S.L. | Spain | 0.00% | 30.00% |  | 30.00% | 30.00% | Real estate | Joint  ventures | 88 | 76 | 0 |
| Delos Financial Technologies, Inc.  (b) | United  States | 0.00% | 22.84% |  | 22.84% | — | Finance  company | — | 2 | 3 | (1) |
| DoRes Securitisation S.r.l | Italy | — | (h) |  | — | — | Securitization | Joint  ventures | 0 | 0 | 0 |
| Ebora 220, S.L. | Spain | 0.00% | 44.00% |  | 50.00% | — | Renewable  energies | Joint  ventures | 2 | 2 | 0 |
| Ebora Evacuación, S.L. | Spain | 0.00% | 50.00% |  | 50.00% | — | Renewable  energies | Joint  ventures | 1 | 1 | 0 |
| Elaia Agro, S.L. (b) | Spain | 49.99% | 0.00% |  | 49.99% | 49.99% | Consulting  services | Associated | 5 | 4 | 0 |
| Ethias Lease N.V. | Belgium | 0.00% | 50.00% |  | 50.00% | 50.00% | Leasing | Associated | 76 | 9 | (7) |
| Euro Automatic Cash Entidad de  Pago, S.L. | Spain | 50.00% | 0.00% |  | 50.00% | 50.00% | Payment  services | Associated | 42 | 21 | 1 |
| European Hospitality Opportunities  S.à r.l. (b) | Luxembourg | 0.00% | 49.00% |  | 49.00% | 49.00% | Holding  company | Joint  ventures | 55 | 16 | 0 |
| Evacuación Liquesun, S.L. | Spain | 0.00% | 35.00% |  | 50.00% | 50.00% | Electricity  production | Joint  ventures | 1 | 1 | 0 |
| Evolve SPV S.r.l. | Italy | — | (h) |  | — | — | Securitization | Joint  ventures | 55 | 0 | 0 |
| Exam Papers Plus Ltd | United  Kingdom | — | 25.00% |  | 25.00% | — | Commerce | Associated | 6 | 3 | 2 |
| Federal Reserve Bank of Boston (b) | United  States | — | 21.38% |  | 21.38% | 21.09% | Banking | — | 186,079 | 1,496 | 83 |
| Fondo de Titulización de Activos  UCI 14 | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 163 | 0 | 0 |
| Fondo de Titulización de Activos  UCI 15 | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 207 | 0 | 0 |

Annual report 2025890

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Societies of which Grupo Santander owns more than 5% (g) , entities associated with Grupo Santander and jointly controlled entities | | | | | | | | | | | |
|  |  | % of ownership  held by Banco  Santander | |  | Percentage of  voting power (f) | |  |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year  2025 | Year  2024 | Activity | Type of  company | Asset | Capital +  reserves | Net  results |
| Fondo de Titulización de Activos  UCI 16 | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 288 | 0 | 0 |
| Fondo de Titulización de Activos  UCI 17 | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 245 | 0 | 0 |
| Fondo de Titulización, RMBS Green  Prado XI | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 372 | 0 | 0 |
| Fondo de Titulización, RMBS Prado  IX | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 341 | 0 | 0 |
| Fondo de Titulización, RMBS Prado  VIII | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 291 | 0 | 0 |
| Fondo de Titulización, RMBS Prado  X | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 392 | 0 | 0 |
| Forest Power Aranda, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | 55.00% | Renewable  energies | Joint  ventures | 2 | 1 | 0 |
| Forest Power Cantabria, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | — | Electricity  production | Joint  ventures | 0 | 0 | 0 |
| Forest Power Delta, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | — | Gas production | Joint  ventures | 0 | 0 | 0 |
| Forest Power Epsilon, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | — | Chemical  products  production | Joint  ventures | 0 | 0 | 0 |
| Forest Power Gamma, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | — | Chemical  products  production | Joint  ventures | 0 | 0 | 0 |
| Forest Power Kappa, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | — | Gas production | Joint  ventures | 0 | 0 | 0 |
| Forest Power Lambda, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | — | Chemical  products  production | Joint  ventures | 0 | 0 | 0 |
| Forest Power Omicron, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | — | Chemical  products  production | Joint  ventures | 0 | 0 | 0 |
| Forest Power Zeta, S.L. Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | — | Chemical  products  production | Joint  ventures | 0 | 0 | 0 |
| Forest Power, S.L. | Spain | 0.00% | 55.00% |  | 55.00% | 55.00% | Renewable  energies | Joint  ventures | 1 | 1 | 0 |
| Forgepoint Capital International  Management Limited | United  Kingdom | 50.00% | 0.00% |  | 50.00% | 50.00% | Consulting  services | Joint  ventures | 1 | 1 | (1) |
| Fortune Auto Finance Co., Ltd | China | 0.00% | 50.00% |  | 50.00% | 50.00% | Finance  company | Joint  ventures | 2,100 | 443 | 20 |
| FrauDfense, S.L. | Spain | 33.33% | 0.00% |  | 33.33% | 33.33% | IT services | Joint  ventures | 3 | 5 | (2) |
| Fremman limited (consolidado) (b) | United  Kingdom | 32.99% | 0.00% |  | 4.99% | 4.99% | Consulting  services | Associated | 10 | 6 | 1 |
| Fundo de Investimento em Direitos  Creditórios Multisegmentos NPL  Ipanema X Responsabilidade  Limitada | Brazil | 0.00% | 44.93% |  | 50.00% | — | Investment  fund | Joint  ventures | 20 | 20 | 1 |
| Gestamp Real Estate Assets 1, S.L.  (k) | Spain | 0.00% | 43.89% |  | 43.89% | — | Real estate  management | — | — | — | — |
| Gestamp Real Estate Bizkaia, S.L.  (k) | Spain | 0.00% | 24.92% |  | 24.92% | — | Real estate  management | — | — | — | — |
| Gestamp Real Estate Investment 2,  S.L. (k) | Spain | 0.00% | 37.41% |  | 37.41% | — | Real estate  management | — | — | — | — |
| Gestamp Real Estate Management  3, S.L. (k) | Spain | 0.00% | 36.19% |  | 36.19% | — | Real estate  management | — | — | — | — |
| Gestora de Inteligência de Crédito  S.A. | Brazil | 0.00% | 13.98% |  | 16.00% | 16.00% | Collection  services | Associated | 190 | 52 | (4) |
| Gire S.A. | Argentine | 0.00% | 58.23% |  | 58.33% | 58.33% | Payments and  collection  services | Associated | 122 | 77 | (4) |
| Glenrowan Solar Holdings Pty Ltd | Australia | 49.00% | 0.00% |  | 49.00% | 49.00% | Holding  company | Joint  ventures | 139 | 52 | (3) |

Annual report 2025891

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Societies of which Grupo Santander owns more than 5% (g) , entities associated with Grupo Santander and jointly controlled entities | | | | | | | | | | | |
|  |  | % of ownership  held by Banco  Santander | |  | Percentage of  voting power (f) | |  |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year  2025 | Year  2024 | Activity | Type of  company | Asset | Capital +  reserves | Net  results |
| Global Esmirna, S.L. (en liquidación)  (e) (l) | Spain | 0.00% | 15.00% |  | 37.51% | — | Services | — | 26 | (1) | (16) |
| HCUK Auto Funding 2017-2 Ltd | United  Kingdom | — | (h) |  | — | — | Securitization | Joint  ventures | 459 | (2) | 0 |
| HCUK Auto Funding 2022-1 Limited  (m) | United  Kingdom | — | (h) |  | — | — | Securitization | Joint  ventures | 917 | 2 | (4) |
| HCUK Auto Funding 2025-1 Ltd | United  Kingdom | — | (h) |  | — | — | Securitization | Joint  ventures | 232 | 0 | 0 |
| Healthy Neighborhoods Equity  Fund I LP (b) | United  States | 0.00% | 22.37% |  | 22.37% | 22.37% | Real estate | — | 8 | 8 | 0 |
| Hyundai Capital UK Limited | United  Kingdom | 0.00% | 50.01% |  | 50.01% | 50.01% | Finance  company | Joint  ventures | 5,643 | 442 | 75 |
| Hyundai Corretora de Seguros Ltda. | Brazil | 0.00% | 44.93% |  | 50.00% | 50.00% | Insurance  mediation | Joint  ventures | 2 | 1 | 0 |
| Imperial Holding S.C.A. (e) (i) | Luxembourg | 0.00% | 36.36% |  | 36.36% | 36.36% | Securities  investment | — | 0 | (113) | 0 |
| Imperial Management S.à r.l. (b) (e) | Luxembourg | 0.00% | 40.20% |  | 40.20% | 40.20% | Holding  company | — | 0 | 0 | 0 |
| Invensa Tradeco UK Limited | United  Kingdom | 25.00% | 0.00% |  | 25.00% | 4.99% | Holding  company | Associated | 9 | 13 | (6) |
| Inverlur Aguilas I, S.L. | Spain | 0.00% | 50.00% |  | 50.00% | 50.00% | Real estate | Joint  ventures | 0 | 0 | 0 |
| Inverlur Aguilas II, S.L. | Spain | 0.00% | 50.00% |  | 50.00% | 50.00% | Real estate | Joint  ventures | 1 | 1 | 0 |
| Inversiones ZS América Dos Ltda. | Chile | 0.00% | 49.00% |  | 49.00% | 49.00% | Real estate and  property  investment | Associated | 252 | 186 | 58 |
| Inversiones ZS América SpA | Chile | 0.00% | 49.00% |  | 49.00% | 49.00% | Real estate and  property  investment | Associated | 339 | 339 | 58 |
| Klar Holdings Limited (consolidado)  (b) | Cayman  Islands | 0.00% | 7.35% |  | 7.35% | — | Holding  company | — | 491 | 17 | (40) |
| LB Oprent, S.A. | Spain | 40.00% | 0.00% |  | 40.00% | 40.00% | Industrial  machinery  rental | Associated | 6 | 2 | 1 |
| Logitek Software Ltd (k) | United  Kingdom | 0.00% | 20.27% |  | 20.27% | — | Software | Joint  ventures | — | — | — |
| Mapfre Santander Portugal -  Companhia de Seguros, S.A. | Portugal | 0.00% | 49.99% |  | 49.99% | 49.99% | Insurance | Associated | 22 | 8 | 1 |
| Massachusetts Business  Development Corp. (consolidado)  (b) | United  States | 0.00% | 21.61% |  | 21.61% | 21.61% | Finance  company | — | 49 | 15 | 1 |
| MB Capital Fund IV, LLC (b) | United  States | 0.00% | 21.51% |  | 21.51% | 21.51% | Finance  company | — | 5 | 5 | 1 |
| Merlin Properties, SOCIMI, S.A.  (consolidado) (b) | Spain | 20.08% | 4.63% |  | 24.68% | 24.90% | Real estate  investment | Associated | 13,459 | 7,318 | 284 |
| Merlion Aviation One Designated  Activity Company | Ireland | — | (p) |  | — | — | Renting | — | 215 | 17 | 0 |
| Metrovacesa, S.A. (consolidado) (b) | Spain | 31.94% | 17.46% |  | 49.43% | 49.47% | Real estate  development | Associated | 2,414 | 1,581 | 16 |
| Nera Agro Holding, S.L. (b) | Spain | 50.00% | 0.00% |  | 50.00% | — | Holding  company | Joint  ventures | 2 | 4 | (3) |
| Nera Paraguay S.A. | Paraguay | 0.00% | 50.00% |  | 50.00% | — | Financial  services | — | 0 | 0 | 0 |
| Nera Uruguay S.A. | Uruguay | 0.00% | 50.00% |  | 50.00% | — | Financial  services | — | 0 | 0 | 0 |
| Ocyener 2008, S.L. | Spain | 0.00% | 45.00% |  | 45.00% | 45.00% | Holding  company | Associated | 18 | 18 | 0 |
| Operadora de Activos Beta, S.A. de  C.V. | Mexico | 49.99% | 0.00% |  | 49.99% | 49.99% | Finance  company | Associated | 0 | 0 | 0 |
| Payever GmbH | Germany | 0.00% | 10.00% |  | 10.00% | 10.00% | Software | Associated | 5 | 4 | 0 |
| Phoenix C1 Aviation Designated  Activity Company (e) | Ireland | — | (p) |  | — | — | Renting | — | 0 | (17) | 17 |

Annual report 2025892

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Societies of which Grupo Santander owns more than 5% (g) , entities associated with Grupo Santander and jointly controlled entities | | | | | | | | | | | |
|  |  | % of ownership  held by Banco  Santander | |  | Percentage of  voting power (f) | |  |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year  2025 | Year  2024 | Activity | Type of  company | Asset | Capital +  reserves | Net  results |
| Play Digital S.A. | Argentine | 0.00% | 13.49% |  | 13.52% | 14.21% | Payment  platform | Associated | 31 | 6 | 1 |
| Pluxee Beneficios Brasil S.A. | Brazil | 0.00% | 17.97% |  | 20.00% | 20.00% | Services | Associated | 1,304 | 400 | 97 |
| POLFUND - Fundusz Poręczeń  Kredytowych S.A. | Poland | 0.00% | 29.35% |  | 50.00% | 50.00% | Management | Associated | 34 | 24 | 1 |
| Portland SPV S.r.l. | Italy | — | (h) |  | — | — | Securitization | Joint  ventures | 106 | 0 | 0 |
| Prodesa Medioambiente, S.L. | Spain | 0.00% | 9.80% |  | 24.50% | — | Agricultural  projects | — | 39 | 5 | 0 |
| Promontoria Manzana, S.A.  (consolidado) (b) | Spain | 20.00% | 0.00% |  | 20.00% | 20.00% | Holding  company | Associated | 558 | 117 | (38) |
| Proteos Biotech, S.L. | Spain | 0.00% | 12.00% |  | 30.00% | — | Pharmaceutical | — | 17 | 7 | 2 |
| Redbanc S.A. | Chile | 0.00% | 22.44% |  | 33.43% | 33.43% | Services | Associated | 28 | 13 | 3 |
| Redsys Servicios de Procesamiento,  S.L. (consolidado) | Spain | 24.90% | 0.06% |  | 24.96% | 24.96% | Cards | Associated | 134 | 63 | 10 |
| Resurgence, S.L. | Spain | 0.00% | 40.00% |  | 40.00% | — | Real estate  development | Joint  ventures | 8 | 0 | 0 |
| Retama Real Estate, S.A.  Unipersonal | Spain | 0.00% | 50.00% |  | 50.00% | 50.00% | Real estate | Joint  ventures | 14 | (55) | (2) |
| Rías Redbanc S.A. | Uruguay | 0.00% | 25.00% |  | 25.00% | 25.00% | Services | — | 5 | 1 | 0 |
| RMBS Belém No.2 | Portugal | — | (h) |  | — | — | Securitization | Joint  ventures | 170 | 0 | 0 |
| Roc Aviation One Designated  Activity Company | Ireland | — | (p) |  | — | — | Renting | — | 213 | (10) | (15) |
| Roc Shipping One Designated  Activity Company | Ireland | — | (p) |  | — | — | Renting | — | 82 | 3 | (1) |
| RP Royal Distribution, S.L. | Spain | 0.00% | 23.73% |  | 23.73% | — | Food | Associated | 27 | 12 | 6 |
| S3 Caceis Brasil Distribuidora de  Títulos e Valores Mobiliários S.A. | Brazil | 0.00% | 50.00% |  | 50.00% | 50.00% | Securities  company | Joint  ventures | 283 | 101 | 41 |
| S3 Caceis Brasil Participações S.A. | Brazil | 0.00% | 50.00% |  | 50.00% | 50.00% | Holding  company | Joint  ventures | 233 | 106 | 40 |
| S3 CACEIS Colombia S.A. Sociedad  Fiduciaria | Colombia | 0.00% | 50.00% |  | 50.00% | 50.00% | Finance  company | Joint  ventures | 13 | 10 | 1 |
| Sancus Green Investments II, S.C.R.,  S.A. (b) | Spain | 0.00% | 33.02% |  | 33.02% | 33.02% | Venture capital  company | — | 48 | 48 | 0 |
| Santander Allianz Towarzystwo  Ubezpieczeń na Życie S.A. | Poland | 0.00% | 28.76% |  | 49.00% | 49.00% | Insurance | Associated | 240 | 32 | 45 |
| Santander Allianz Towarzystwo  Ubezpieczeń S.A. | Poland | 0.00% | 28.76% |  | 49.00% | 49.00% | Insurance | Associated | 86 | 38 | 10 |
| Santander Assurance Solutions, S.A. | Spain | 0.00% | 66.67% |  | 66.67% | 66.67% | Insurance  mediation | Joint  ventures | 18 | 8 | 1 |
| Santander Auto S.A. | Brazil | 0.00% | 44.93% |  | 50.00% | 50.00% | Insurance | Associated | 107 | 6 | 11 |
| Santander Caceis Latam Holding 1,  S.L. | Spain | 0.00% | 50.00% |  | 50.00% | 50.00% | Holding  company | Joint  ventures | 850 | 753 | 96 |
| Santander Caceis Latam Holding 2,  S.L. | Spain | 0.00% | 50.00% |  | 50.00% | 50.00% | Holding  company | Joint  ventures | 3 | 3 | 0 |
| Santander Generales Seguros y  Reaseguros, S.A. | Spain | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Joint  ventures | 839 | 143 | 65 |
| Santander Mapfre Hipoteca  Inversa, E.F.C., S.A. | Spain | 0.00% | 50.00% |  | 50.00% | 50.00% | Finance  company | Joint  ventures | 31 | 13 | (4) |
| Santander Mapfre Seguros y  Reaseguros, S.A. | Spain | 0.00% | 49.99% |  | 49.99% | 49.99% | Insurance | Associated | 240 | 89 | 4 |
| Santander Vida Seguros y  Reaseguros, S.A. | Spain | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Joint  ventures | 1,010 | 291 | 78 |
| Seaya Holdco, S.L. (consolidado) | Spain | 24.99% | 0.00% |  | 24.99% | 24.99% | Holding  company | Associated | 30 | 25 | 2 |
| Servicios de Infraestructura de  Mercado OTC S.A | Chile | 0.00% | 8.38% |  | 12.48% | 12.48% | Services | Associated | 34 | 16 | 0 |
| SIBS-SGPS, S.A. (consolidado) (b) | Portugal | 0.00% | 15.54% |  | 16.55% | 15.56% | Management  of portfolios | — | 596 | 278 | 57 |
| SIG RCRS A/B MF 2023 Venture LLC | United  States | 0.00% | 20.00% |  | 20.00% | 20.00% | Finance  company | — | 4,520 | 3,842 | 668 |

Annual report 2025893

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Societies of which Grupo Santander owns more than 5% (g) , entities associated with Grupo Santander and jointly controlled entities | | | | | | | | | | | |
|  |  | % of ownership  held by Banco  Santander | |  | Percentage of  voting power (f) | |  |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year  2025 | Year  2024 | Activity | Type of  company | Asset | Capital +  reserves | Net  results |
| Siguler Guff SBIC Fund LP (b) | United  States | 0.00% | 20.00% |  | 20.00% | 20.00% | Investment  company | — | 48 | 47 | 4 |
| Sistema de Tarjetas y Medios de  Pago, S.A. (b) | Spain | 20.61% | 0.00% |  | 20.61% | 20.61% | Payment  methods | Associated | 468 | 6 | 0 |
| Sociedad Conjunta para la Emisión  y Gestión de Medios de Pago,  E.F.C., S.A. | Spain | 45.70% | 0.00% |  | 45.70% | 45.70% | Payment  services | Joint  ventures | 73 | 37 | (1) |
| Sociedad de Garantía Recíproca de  Santander, S.G.R. (b) | Spain | 24.91% | 0.22% |  | 25.13% | 25.17% | Financial  services | — | 18 | 10 | 0 |
| Sociedad de Gestión de Activos  Procedentes de la Reestructuración  Bancaria, S.A. (b) | Spain | 22.21% | 0.00% |  | 22.21% | 22.21% | Financial  services | — | 12,637 | (4,744) | (2,826) |
| Sociedad Interbancaria de  Depósitos de Valores S.A. | Chile | 0.00% | 19.66% |  | 29.29% | 29.29% | Securities  deposits | Associated | 11 | 9 | 2 |
| Sociedad Operadora de la Cámara  de Compensación de Pagos de Alto  Valor S.A. | Chile | 0.00% | 9.21% |  | 13.72% | — | Services | Associated | 11 | 8 | 1 |
| Solar Maritime Designated Activity  Company (b) | Ireland | — | (h) |  | — | — | Leasing | Joint  ventures | 119 | 7 | (1) |
| STELLANTIS Insurance Europe  Limited | Malta | 0.00% | 50.00% |  | 50.00% | 50.00% | Insurance | Joint  ventures | 230 | 61 | 35 |
| STELLANTIS Life Insurance Europe  Limited | Malta | 0.00% | 50.00% |  | 50.00% | 50.00% | Insurance | Joint  ventures | 93 | 1 | 14 |
| Stephens Ranch Wind Energy  Holdco LLC (consolidado) (b) | United  States | 0.00% | 15.10% |  | 15.10% | 15.80% | Renewable  energies | — | 176 | 149 | (7) |
| Tecnologia Bancária S.A. | Brazil | 0.00% | 17.05% |  | 19.81% | 18.98% | ATMs | Associated | 484 | 149 | 4 |
| Tonopah Solar Energy Holdings I,  LLC (k) | United  States | 0.00% | 26.80% |  | 26.80% | 26.80% | Holding  company | Joint  ventures | — | — | — |
| Transbank S.A. | Chile | 0.00% | 16.78% |  | 25.00% | 25.00% | Cards | Associated | 1,545 | 139 | 19 |
| U.C.I., S.A. | Spain | 50.00% | 0.00% |  | 50.00% | 50.00% | Holding  company | Joint  ventures | 750 | 399 | (3) |
| UCI Greece Credit and Loan  Receivables Servicing Company  Single Member Societe Anonyme | Greece | 0.00% | 50.00% |  | 50.00% | 50.00% | Financial  services | Joint  ventures | 2 | 1 | 0 |
| UCI Holding Brasil Ltda. | Brazil | 0.00% | 50.00% |  | 50.00% | 50.00% | Holding  company | Joint  ventures | 0 | (1) | 0 |
| UCI Mediação de Seguros,  Unipessoal Lda. | Portugal | 0.00% | 50.00% |  | 50.00% | 50.00% | Insurance  mediation | Joint  ventures | 0 | 0 | 0 |
| UCI Servicios para Profesionales  Inmobiliarios, S.A. Unipersonal | Spain | 0.00% | 50.00% |  | 50.00% | 50.00% | Real estate  services | Joint  ventures | 1 | 0 | 0 |
| Uncapped Limited (o) | United  Kingdom | 0.00% | 29.14% |  | 29.14% | — | Finance  company | — | 98 | 21 | (1) |
| Unicre-Instituição Financeira de  Crédito, S.A. | Portugal | 0.00% | 21.83% |  | 21.86% | 21.86% | Finance  company | — | 531 | 129 | 20 |
| Unión de Créditos Inmobiliarios,  S.A. Unipersonal, EFC | Spain | 0.00% | 50.00% |  | 50.00% | 50.00% | Mortgage  lending  company | Joint  ventures | 9,255 | 756 | (72) |
| Valorhold, S.L. | Spain | 0.00% | 16.00% |  | 39.99% | — | Holding  company | — | 191 | 133 | 7 |
| VCFS Germany GmbH | Germany | 0.00% | 50.00% |  | 50.00% | 50.00% | Marketing | Joint  ventures | 1 | 1 | 0 |
| Venda de Veículos Fundo de  Investimento em Direitos  Creditórios | Brazil | 0.00% | 35.85% |  | 39.89% | 39.89% | Securitization | Joint  ventures | 584 | 528 | 55 |
| Volvo Car Financial Services UK  Limited | United  Kingdom | 0.00% | 50.01% |  | 50.01% | 50.01% | Leasing | Joint  ventures | 3,465 | 187 | 47 |
| Waycarbon Soluções Ambientais e  Projetos de Carbono S.A. | Brazil | 68.75% | 0.00% |  | 50.00% | 100.00% | Consulting  services | Associated | 10 | 5 | 1 |
| Webmotors S.A. | Brazil | 0.00% | 26.96% |  | 30.00% | 30.00% | Services | Associated | 131 | 67 | 36 |
| WWSO II LLP | United  Kingdom | 0.00% | 94.00% |  | 94.00% | — | Real estate  investment | Joint  ventures | 84 | 28 | 0 |
| Zurich Santander Brasil Seguros e  Previdência S.A. | Brazil | 0.00% | 48.79% |  | 48.79% | 48.79% | Insurance | Associated | 19,589 | 262 | 215 |

Annual report 2025894

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Societies of which Grupo Santander owns more than 5% (g) , entities associated with Grupo Santander and jointly controlled entities | | | | | | | | | | | |
|  |  | % of ownership  held by Banco  Santander | |  | Percentage of  voting power (f) | |  |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year  2025 | Year  2024 | Activity | Type of  company | Asset | Capital +  reserves | Net  results |
| Zurich Santander Holding (Spain),  S.L. Unipersonal | Spain | 0.00% | 49.00% |  | 49.00% | 49.00% | Holding  company | Associated | 1,025 | 936 | 311 |
| Zurich Santander Holding Dos  (Spain), S.L. Unipersonal | Spain | 0.00% | 49.00% |  | 49.00% | 49.00% | Holding  company | Associated | 384 | 382 | 178 |
| Zurich Santander Insurance  América, S.L. | Spain | 0.00% | 49.00% |  | 49.00% | 49.00% | Holding  company | Associated | 1,504 | 1,450 | 426 |
| Zurich Santander Seguros  Argentina S.A. (j) | Argentine | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Associated | 90 | 45 | 12 |
| Zurich Santander Seguros de Vida  Chile S.A. | Chile | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Associated | 235 | 40 | 36 |
| Zurich Santander Seguros  Generales Chile S.A. | Chile | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Associated | 235 | 53 | 20 |
| Zurich Santander Seguros México,  S.A. | Mexico | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Associated | 2,421 | 50 | 189 |
| Zurich Santander Seguros Uruguay  S.A. | Uruguay | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Associated | 56 | 20 | 14 |

a. Amount according to the provisional books at the date of publication of these annexes of each company, generally referring to 31 December 2025, except where

otherwise indicated due to the fact that the annual accounts are pending formulation. The data for foreign companies are converted into euros at the exchange rate at

the end of the year.

b. Data as at 31 December 2024, latest available accounts.

c. Data as at 31 December 2019, latest available accounts.

d. Data as at 30 November 2021, latest available accounts.

e. Company in liquidation as at 31 December 2025.

f. Pursuant to Article 3 of Royal Decree 1159/ 2010, of 17 September, approving the rules for the preparation of consolidated annual accounts, in order to determine the

voting rights, voting rights held directly by the parent company have been added to those held by companies controlled by the parent company or by other persons

acting in their own name but on behalf of a group company. For these purposes, the number of votes corresponding to the parent company, in relation to the companies

indirectly dependent on it, is that corresponding to the dependent company that directly participates in the share capital of the latter.

g. Excluding the Group companies listed in Appendix I, as well as those which are of negligible interest with respect to the true and fair view that the consolidated financial

statements must give (in accordance with articles 48 of the Commercial Code and 260 of the Spanish Companies Act).

h. Companies over which joint control is maintained.

i. Data as at 31 October 2024, latest available accounts.

j. Data as at 30 June 2025, latest available accounts.

k. Company with no financial information available.

l. Data as 31 December 2023, latest available account.

m. Data as at 30 September 2025, latest available accounts.

n. Investment managed discretionally by a manager outside the Santander Group, the voting rights not being, in this case, decisive in determining control of the entity.

o. Data as 30 April 2025, latest available accounts.

p. Company over which effective control has been lost.

q. Data as 31 January 2025, latest available accounts.

Annual report 2025895

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

#### Appendix III

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Issuing subsidiaries of shares and preference shares | | | | |  | | | |
|  |  | % of ownership held  by Banco Santander | |  | EUR million (a) | | | |
| Company | Location | Direct | Indirect | Activity | Capital | Reserves | Cost of  preferred | Net  results |
| Emisora Santander España, S.A. Unipersonal  (c) | Spain | — | — | Finance  company | — | — | — | — |
| Santander UK (Structured Solutions) Limited | United  Kingdom | 0.00% | 100.00% | Finance  company | 0 | 0 | 0 | 0 |
| Santander Global Issuances B.V. (b) | Netherlands | 100.00% | 0.00% | Finance  company | 0 | 0 | 0 | 0 |
| Sovereign Real Estate Investment Trust | United States | 0.00% | 100.00% | Finance  company | 4,751 | (3,383) | 82 | 9 |

a. Amount according to the books of each interim company as at 31 December 2025, converted into euro (in the case of foreign companies) at the year-end exchange rate.

b. Company with tax residence in Spain.

c. Accounting merged company. Pending registration.

Annual report 2025896

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#### Appendix IV

Notifications of acquisitions and disposals of

#### investments in

2025

(Art. 155 of the Corporate Enterprises Act and Art. 105 of the

Securities Market Law).

Regarding compliance with Art. 125 of the Securities Market Law,

no required notifications were submitted during 2025.

In relation to the information required by 155 of the Corporate

Enterprises Act, on the shareholdings in which Grupo Santander

owns more than 10% of the capital of another company, and the

successive acquisitions of more than 5% of the share capital, see

appendices I, II and III.

Annual report 2025897

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A

#### ppendix V

Other information on the Group’s banks

Following is certain information on the share

capital of the Group’s main banks based on their

total assets.

1 . Santander UK plc

a) Number of financial equity instruments held by the

#### Group.

At 31 December  2025, the Company was a subsidiary of Banco

Santander, S.A. and Santusa Holding, S.L.

On 12 November 2004 Banco Santander, S.A. acquired the then

entire issued ordinary share capital of 1,485,893,636 Ordinary

shares of 10p. each. On 12 October 2008 a further 10 billion

Ordinary shares of 10p. each were issued to Banco Santander, S.A.

and an additional 12,631,375,230 Ordinary shares of 10p. each

were issued to Banco Santander, S.A. on 9 January on 2009. On 3

August 2010, 6,934,500,000 Ordinary shares of 10p. each were

issued to Santusa Holding, S.L.. With effect from 10 January 2014,

Santander UK Group Holdings Limited, a subsidiary of Banco

Santander, S.A. and Santusa Holding, S.L., became the beneficial

owner of 31,051,768,866 Ordinary shares of 10p. each, being the

entire issued ordinary share capital of the Company, by virtue of a

share exchange agreement between Santander UK Group Holdings

Limited, Banco Santander, S.A. and Santusa Holding, S.L..

Santander UK Group Holdings Limited became the legal owner of

the entire issued Ordinary share capital of the Company on 1 April

2014 and on 25 March 2015 became a public limited company and

changed its name from Santander UK Group Holdings Limited to

Santander UK Group Holdings plc. In addition to this, there are

325,000,000 Non-Cumulative Non-Redeemable 10.375% and

8.625% Sterling Preference Shares of GBP 1.00 each. In addition to

this there were 13,780 Series A Fixed (6.222%)/Floating Rate Non-

Cumulative Callable Preference Shares of GBP 1.00 each which

were redeemed and cancelled in their entirety on 24 May 2019.

The legal and beneficial title to the entire issued Preference share

capital is held by third parties and is not held by Banco Santander,

S.A.

b)

#### Capital increases in progress

At 31 December  2025, there were no approved capital increases.

c) Share capital authorised by the shareholders at the

#### general meeting

The shareholders resolved at the Annual General Meeting held on

30 June 2025, to authorise unconditionally, the company to carry

out the following repurchases of the  share capital:

(1) To buy back its own 8.625% Sterling Preference shares on the

following terms:

(a) The Company may buy back up to 125,000,000 8.625% Sterling

Preference shares;

(b) The lowest price which the Company can pay for 8.625%

Sterling Preference shares is 75% of the average of the market

values of the preference shares for five business days before

the purchase is made; and

(c) The highest price (not including expenses) which the Company

can pay for each 8.625% Sterling Preference share is 125% of

the average of the market values of the preference shares for

five business days before the purchase is made.

This authority shall begin on the date of the passing of this

resolution and end on the conclusion of the next Annual General

Meeting of the Company. The Company may agree, before this

authorisation ends, to buy back its own 8.625% preference shares

even though the purchase may be completed after this

authorisation ends.

(2) To buy back its own 10.375% Sterling Preference shares on

the following terms:

(a) The Company may buy up to 200,000,000 10.375% Sterling

Preference shares;

(b) The lowest price which the Company can pay for 10.375%

Sterling Preference shares is 75% of the average of the market

values of the preference shares for five business days before

the purchase is made; and

(c) The highest price (not including expenses) which the Company

can pay for each 10.375% Sterling Preference share is 125% of

the average of the market values of the preference shares for

five business days before the purchase is made.

This authority shall begin on the date of the passing of this

resolution and end on the conclusion of the next Annual General

Meeting of the Company. The Company may agree, before this

authorisation ends, to buy back its own 10.375% preference shares

even though the purchase may be completed after this

authorisation ends.

#### d) Rights on founder’s shares, 'rights' bonds, convertible

#### debentures and similar securities or rights

Not applicable.

e) Specific circumstances that restrict the availability of

#### reserves

Not applicable.

f) Entities outside the Group which own, directly or

through subsidiaries, a stake equal to or greater than 10%

of the equity.

Not applicable.

#### g) Equity instruments admitted to trading

The preference share capital of Santander UK plc is traded on the

London Stock Exchange under the following details:

• 10.375% Sterling Preference - ISIN: GB0000064393

• 8.625% Sterling Preference - ISIN: GB0000044221

2. Santander Financial Services plc

a)

#### Number of financial equity instruments held by the Group

The Group holds ordinary shares amounting to GBP 249,998,000

through Santander UK Group Holdings plc (249,998,000 ordinary

shares with a par value of GBP 1 each).

Annual report 2025898

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The Group also holds 1,000 tracker shares (shares without voting

rights but with preferential dividend rights) amounting to GBP

1,000 and 1,000 B tracker shares amounting to GBP 1,000 through

Santander UK Group Holdings plc, both with a par value of GBP 1

each.

Additionally, the company issued GBP 50 million additional tier 1

(AT ) capital securities to Santander UK Group Holdings plc on 19

December 2022.

b)

#### Capital increases in progress

No approved capital increases are in progress.

c)

#### Capital authorised by the shareholders at the general meeting

Not applicable.

d) Rights on founder’s shares, 'rights' bonds, convertible

debentures and similar securities or rights

Not applicable.

e)

#### Specific circumstances that restrict the availability of reserves

Not applicable.

f) Entities outside the Group which own, directly or

through subsidiaries, a stake equal to or greater than

10% of the equity.

Not applicable.

g)

#### Equity instruments admitted to trading

Not applicable.

3. Banco Santander (Brasil) S.A.

a) Number of financial equity instruments held by the

#### Group

The Group holds 3,440,170,512 ordinary shares and

3,273,507,089 preference shares through Banco Santander, S.A.

and its subsidiaries Sterrebeeck B.V. and Grupo Empresarial

Santander, S.L.

The shares composing the share capital of Banco Santander (Brasil)

S.A. have no par value and there are no pending payments. At 2025

year-end, the bank’s treasury shares consisted of 13,666,460

ordinary shares and 13,666,460 preferred shares, with a total of

27,332,920 shares.

In accordance with current Bylaws (Article 5.7), the preference

shares do not confer voting rights on their holders, except under

the following circumstances:

a) In the event of transformation, merger, consolidation or spin-off

of the company.

b) In the event of approval of agreements between the company

and the shareholders, either directly, through third parties or

other companies in which the shareholders hold a stake,

provided that, due to legal or Bylaws provisions, they are

submitted to a general meeting.

c) In the event of an assessment of the assets used to increase the

company’s share capital.

The General Assembly may, at any moment decide to convert the

preference shares into ordinary shares, establishing a reason for

the conversion.

However, the preference shares do have the following advantages

(Article 5.6):

a) Their dividends are 10% higher than those distributed to

ordinary shares.

b) Priority in the dividends distribution.

c) Participation, on the same terms as ordinary shares, in capital

increases resulting from the reserves and profits capitalization

and in the distribution of bonus shares arising from the

capitalization of retained earnings, reserves or any other funds.

d) Priority in the reimbursement of capital in the event company’s

dissolution.

e) In the event of a public offering due to a change in control of the

company, the holders of preferred shares are guaranteed the

right to sell the shares at the same price paid for the block of

shares transferred as part of the change of control, i.e. they are

treated the same as shareholders with voting rights.

#### b) Capital increases in progress

No approved capital increases are in progress.

#### c) Capital authorised by the shareholders at the general

#### meeting

The company is authorised to increase share capital, subject to

approval by the board of directors, up to a limit of 9,090,909,090

ordinary shares or preferred shares, and without need to maintain

any ratio between any of the different classes of shares, provided

they remain within the limits of the maximum number of preferred

shares provided in Law.

As of 31 December 2025, the share capital consists of

7,498,531,051 shares (3,818,695,031 ordinary shares and

3,679,836,020 preferred shares).

#### d) Rights on founder’s shares, 'rights' bonds, convertible

#### debentures and similar securities or rights

At the general meeting held on 21 December 2016 the

shareholders approved the rules relating to the deferred

remuneration plans for the directors, management and other

employees of the company and of companies under its control.

Shares delivery is linked to achievement of certain targets. At the

general meeting held on April 26, 2024, the shareholders approved

an adjustment to the relevant regulations for the calculation of the

average period of daily quotations for the purposes of bonus

payments.

#### e) Specific circumstances that restrict reserves availability

The only restriction on the availability of Banco Santander (Brasil)

S.A.’s reserves is connected to the requirement for the legal

reserve formation (restricted reserves), which can only be used to

offset losses or to increase capital.

The legal reserve requirement is set-forth in Article 193 of the

Brazilian Corporations Law, which establishes that before

allocating profits to any other purpose, 5% of profits must be

transferred to the legal reserve, which must not exceed 20% of the

company’s share capital.

Annual report 2025899

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f) Entities outside the Group which own, directly or

through subsidiaries, a stake equal to or greater than 10%

of the equity.

Not applicable.

#### g) Equity instruments admitted to trading

All the shares are listed on the São Paulo Stock Exchange ( B3 -

Brasil, Bolsa, Balcão) and the shares deposit certificates (American

Depositary Receipts - ADR) are listed on the New York Stock

Exchange (NYSE).

4. Santander Bank, National Association

a) Number of financial equity instruments held by the

#### Group

At 31 December, 2025, the Group held 530,391,043 ordinary shares

that carry the same voting and dividend acquisition rights over

Santander Holdings USA, Inc. (SHUSA). This holding company holds

1,237 ordinary shares of Santander Bank, National Association

(SBNA) with a par value of USD 1 each, which carry the same voting

rights and constitute all the share capital of SBNA.

Prior to 1 December, 2025, SHUSA held an 80.84% ownership

interest in SBNA, and the remaining 19.16 % was held by

Independence Community Bank Corp. (ICBC), a wholly owned

subsidiary of SHUSA.  ICBC was dissolved and its ownership interest

in SBNA was distributed in liquidation to SHUSA on 1 December,

2025.

There is no shareholders’ meeting for the ordinary shares of SBNA.

#### b) Capital increases in progress

At 31 December 2025 there were no approved capital increases.

#### c) Capital authorised by the shareholders at the general

#### meeting

Not applicable.

#### d) Rights on founder’s shares, 'rights' bonds, convertible

#### debentures and similar securities or rights

Not applicable.

e) Specific circumstances that restrict the availability of

#### reserves

Not applicable.

f) Entities outside the Group which own, directly or

through subsidiaries, a stake equal to or greater than 10%

of the equity.

Not applicable.

#### g) Equity instruments admitted to trading

Not applicable.

5. Banco Santander México, S.A., Institución de

Banca Múltiple, Grupo Financiero Santander

México

a) Number of financial instruments of capital held by the

#### group.

Grupo Financiero Santander México, S.A. de C.V. ('Grupo

Financiero') and Gesban México Servicios Administrativos Globales,

S.A. de C.V. (México), hold 5,088,000,736 shares which represent

the 74.97% of the capital stock of  Banco Santander México and

Banco Santander, S.A. holds 1,691,806,903 shares which represent

the 24.92% of such capital stock.

On November 30, 2022, an Extraordinary Shareholders' Meeting of

Banco Santander México, was held at which it was approved (a) to

cancel the registration of all of the shares representing the capital

stock of the Company in the National Securities Registry (RNV)

maintained by the National Banking and Securities Commission

and to delist them from the Mexican Stock Exchange (Bolsa

Mexicana de Valores, S.A.B. de C.V.), and (b) delist the American

Depositary Shares (each representing five series 'B' shares of the

Company) from the New York Stock Exchange and delist the

Company's series 'B' shares and such American Depositary Shares

from registration with the US Securities and Exchange Commission;

and (c) to conduct certain tender offers for the series 'B' shares

representing the capital stock of the Company and the American

Depositary Shares.

Tender offers for the acquisition of shares were carried out from

February 7 to April 10, 2023, where Banco Santander, S.A. acquired

a total of 244,306,313 series 'B' shares.

Once the offers were finalized and in accordance with the Mexican

regulation, on May 8, 2023, a trust was established for a period of

6 months, to carry out the acquisition of shares of Banco Santander

México, including those represented by American Depositary

Shares listed on the New York Stock Exchange (which were not

owned at that time by Banco Santander, S.A. or its subsidiaries)

owned by shareholders who did not participate in the tender offers

made by Banco Santander, S.A.

On May 4 and 12, 2023, respectively, Banco Santander México,

S.A., Institución de Banca Múltiple, Grupo Financiero Santander

México, was delisted from the New York Stock Exchange, LLC and

the RNV .

On November 8, 2023, the trust ended; as a result, Banco

Santander, S.A. repurchased 9,243,880 series 'B' shares from

shareholders who did not participate in the tender offers, leaving a

total of 1,714,399 shares of the series 'B' in the hands of minority

shareholders.

On February 13, 2024, an Extraordinary Shareholders' Meeting of

Banco Santander México, S.A. was held, at which it was approved

to amend the Bylaws of the Institution to remove the obligations

established by the Securities Market Law as a public company.

#### b) Ongoing capital stock increases.

To this date there are not ongoing capital stock increases.

Annual report 2025900

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#### c) Authorized Capital  by the Shareholders Meeting.

On April 20, 2021, the Company held an Extraordinary General

Shareholders' Meeting, at which, among other items, it was

approved an increase in the authorized capital stock of the

Company to  6,825,447,481.00 Mexican pesos  represented by

1,805,300,000 unsubscribed and unpaid shares, which are held in

treasury so that the Company may issue Capital Instruments

representing non-preferred subordinated debt, perpetual nature

and convertible into ordinary shares, together with the

corresponding amendment to the Company’s Bylaws. This increase

was approved by the National Banking and Securities Commission

(CNBV) through official communication number

312-3/10039041/2021 dated November 8, 2021.

As a result of said agreement, the Company requested the update

of the registration of the shares representing the capital stock of

Banco Santander Mexico, S.A. in the RNV, which was authorized by

the CNBV through official communication number 153/2800/2022

dated May 20, 2022.In the aforementioned official communication,

it was requested that the Company adjusted the amounts in pesos

corresponding to the capital stock to include cents, and therefore,

through an Extraordinary General Stockholders' Meeting held on

July 19, 2022, the corresponding adjustment was made, which was

authorized by the CNBV through official communication number

312-3/93573/2023 dated January 3, 2023.

The  capital stock of the Bank is 32,485,600,109.44 Mexican pesos

represented by a total of 8,592,294,357  shares with a nominal

value of 3.780782962 Mexican pesos each one; divided in

4,385,824,012  stocks  'F' series and 4,206,470,345 shares  'B'

series. The capital stock is constituted as follows:

•  Subscribed and paid-in capital of the Bank is 25,660,152,628.14

Mexican pesos represented by a total of 6,786,994,357  shares

with a nominal value of 3.780782962 Mexican pesos  each one;

divided in 3,464,309,145 shares 'F' series and 3,322,685,212

shares series.

• The authorized capital stock for the conversion of obligations into

shares of the Company is  6,825,447,481.30 Mexican pesos,

represented by a total of 1,805,300,000  shares with a nominal

value of  3,780782962 Mexican pesos  each; divided into

921,514,867  series 'F' shares and 883,785,133  series 'B shares'.

d) Rights incorporated into parts of founder, bonds or

debt, convertible obligations and securities or similar

rights.

On September 20, 2018, Banco Santander México, issued and

placed equity instruments, subordinated, preferential, and not

convertible into shares, governed by foreign law, representative of

the complementary part of the net capital of Banco Santander

Mexico (tier 2 subordinated preferred capital notes), for the

amount of 1,300 million American dollars (the 'Instruments'),

whose resources were used mainly for the acquisition of the

94.07% of the Subordinated Notes 2013.

On June 15, 2020, the Bank’s Shareholders' Meeting was held,

which approved to increase the debt securities issuance in order to

be settled in the amount of 10,000 million American dollars, to be

used considering the following, among others: i) issuance of debt

securities in local and international markets; ii) senior or

subordinated debt, including in both cases preferred and not

preferred securities, and debt securities classified as capital on a

regulatory point of view. The board of directors on its meeting held

on June 18, 2020, ratified the 10,000 million American dollars limit

approved by the above mentioned Shareholders Meeting.

On April 20, 2021, a General Extraordinary Shareholders' Meeting

of Banco Santander México was held, where among other issues, it

was approved that the Bank may issue subordinated non

preferential perpetual and convertible capital notes, to be placed

abroad, in accordance with the Banco de Mexico authorization.

On September 15, 2021, Banco Santander Mexico issued abroad

the 'Perpetual Subordinated Non-Preferred Contingent Convertible

Additional Tier 1 Notes', up to an amount of 700 million American

dollars. On the same date, the Bank paid the '2016 Obligations'

issued by the Bank, on a fixed initial rate of 4.625% up to an

amount of 700 million American dollars.

On January 25, 2024, the Bank’s board of directors approved,

among others, the issuance of preferred subordinated Notes tier 2

abroad, up to 1,500 million American dollars. Subsequently, the

General Shareholders Meeting dated February 27, 2024, approved

the issuance of capital instruments as part of the complementary

capital (tier 2), to be placed abroad, up to an amount of 1,030

million American dollars (900 million American dollars were

effectively placed).

On October 17, 2024, the Bank’s board of directors approved,

among others, the issuance of a Senior Note abroad up to an

amount of 700 million American dollars.

On April 24, 2025, the Bank’s board of directors approved, among

others, the issuance of Subordinated Preferred tier2 Notes to be

placed abroad, for the amount of 1,200 million American dollars

during 2025. Subsequently, the Bank’s General Shareholders

Meeting dated June 17, 2025, approved the issuance of capital

instruments as part of the complementary capital (tier 2), to be

placed abroad, up to an amount of 1,200 million US dollars (the

total amount was effectively placed).

The approved debt issuance of Banco Santander México, S.A.,

Institución de Banca Múltiple, Grupo Financiero Santander México

is currently composed as follows:

Annual report 2025901

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|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Instrument | Type | Term | Amount | Available |
| Issuance Program of unsecured bonds and  unsecured certificates of deposit | Revolving | 04-Mar-2026 | 80,000 million Mexican pesos, or its  equivalent in UDIs, dollars or any  other foreign currency | $31,870 million Mexican  pesos |
| Private banking structured bonds Act with  subsequent placements (JBSANPRIV 24-1) | Not revolvingA | 10-Oct-2029 | 100,000 million Mexican pesos | $0 million Mexican pesos |
| Private structured bonds Act with subsequent  placements (JBSANPRIV 25-1) | Not revolvingA | 01-Oct-2030 | 100,000 million Mexican pesos | $85,889 million Mexican  pesos |
| Public banking structured bonds Act with  subsequent placements | Not revolvingA | 16-Dic-2027 | 10,000 million Mexican pesos | $10,000 million Mexican  pesos |
| Subordinated Notes RegS (2025) | Not revolvingA | 27-Jun-2032 | 1,200 million American dollars | N/A |
| Capital Notes (tier 2 Capital) | Not revolvingA | 1-Oct-2028 | 1,300 million American dollars | N/A |
| Subordinated Notes, perpetual and convertible  (tier 1) | Not revolvingA | perpetual | 700 million American dollars | N/A |
| Subordinated Preferred Notes (2024) | Not revolvingA | 21-Mar-2030 | 900 million American dollars | N/A |
| Senior Notes 144.ª/RegS (2024) | Not revolvingA | 10-Dic-2029 | 700 million American dollars | N/A |

A. The issuance of the structured private banking bonds is not revolving. Once placed the amount laid down in the corresponding brochure a new certificate will be issued

on the authorized amount.

e) Specific circumstances restricting the availability of

#### reserves.

According to the Law of Financial Institutions, general dispositions

applicable to financial institutions, General Corporations law and

the Bylaws, the Bank has to constitute or increase its capital

reserves to ensure the solvency to protect the payments system

and the public savings.

The Bank increases its legal reserve annually accordingly to the

results obtained in the fiscal year (benefits).

The Bank must constitute the different reserves established in the

legal provisions applicable to financial institutions, which are

determined accordingly to the qualification granted to credits and

they are released when the credit rating improves, or when it is

settled.

f) Entities outside the Group which own, directly or

through subsidiaries, a stake equal to or greater than 10%

of the equity.

Not applicable.

#### g) Equity instruments admitted to trading.

Not applicable.

Annual report 2025902

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6. Banco Santander Totta, S.A

#### a) Number of equity instruments held by the Group

Banco Santander, S.A. owns 1,383,690,177 shares of Banco

Santander Totta, S.A..

Banco Santander Totta, S.A. own 6.326.736 treasury shares, all of

which have a par value of EUR 1 each and identical voting and

dividend rights and are subscribed and paid in full.

Banco Santander, S.A. direct participation at Banco Santander

Totta, S.A. arise as result of the incorporation by merger of its

majority shareholder, Santander Totta, SGPS, S.A. and Taxagest –

Sociedade Gestora de Participações Sociais, S.A.  in Banco

Santander Totta, S.A. occurred at February 28, 2025.

#### b) Capital increases in progress

At 31 December 2025, there were no equity increases in progress.

#### c) Capital authorised by the shareholders at the general

#### meeting

Not applicable.

#### d) Rights on founder’s shares, 'rights' bonds, convertible

#### debentures and similar securities or rights

Not applicable.

e) Specific circumstances that restrict the availability of

#### reserves

Under Article 296 of the Portuguese Companies’ Code, the legal

and merger reserves can only be used to offset losses or to

increase capital.

Non-current asset revaluation reserves are regulated by Decree-

Law 31/98, under which losses can be offset or capital increased by

the amounts for which the underlying asset is depreciated,

amortised or sold.

f) Entities outside the Group which own, directly or

through subsidiaries, a stake equal to or greater than 10%

of the equity.

Not applicable.

#### g) Equity instruments admitted to trading

Not applicable.

7. Santander Consumer Bank AG

a) Number of financial equity instruments held by the

#### Group

At 31 December 2025, through Santander Consumer Holding

GmbH, the Group held 30,002 ordinary shares with a par value of

EUR 1,000 each, all of which carry the same voting rights.

#### b) Capital increases in progress

Not applicable.

#### c) Capital authorised by the shareholders at the general

#### meeting

Not applicable.

#### d) Rights on founder’s shares, 'rights' bonds, convertible

#### debentures and similar securities or rights

Not applicable.

e) Specific circumstances that restrict the availability of

#### reserves

Not applicable.

f) Entities outside the Group which own, directly or

through subsidiaries, a stake equal to or greater than 10%

of the equity.

Not applicable.

#### g) Equity instruments admitted to trading

Not applicable.

8. Banco Santander - Chile

#### a) Number of equity instruments held by the Group

The Group holds a 67.18% ownership interest in its subsidiary in

Chile corresponding to 126,593,017,845 ordinary shares of Banco

Santander - Chile through its subsidiaries: Santander Chile Holding

S.A. with 66,822,519,695 ordinary shares, Teatinos Siglo XXI

Inversiones S.A., with 59,770,481,573 ordinary shares and

Santander Inversiones S.A. with 16,577 fully subscribed and paid

ordinary shares that carry the same voting and dividend rights.

#### b) Capital increases in progress

At 31 December 2025, there were no approved capital increases.

#### c) Capital authorised by the shareholders at the general

#### meeting

Share capital at 31 December 2025 amounted to CLP

891,302,881,691.

#### d) Rights on founder’s shares, 'rights' bonds, convertible

#### debentures and similar securities or rights

Not applicable.

e) Specific circumstances that restrict the availability of

#### reserves

Remittances to foreign investors in relation to investments made

under the Statute of Foreign Investment (Decree-Law 600/1974)

and the amendments thereto require the prior authorisation of the

foreign investment promotion agency.

f) Entities outside the Group which own, directly or

through subsidiaries, a stake equal to or greater than 10%

of the equity.

Not applicable.

#### g) Equity instruments admitted to trading

All the shares are listed on the Chilean stock exchanges and,

through American Depositary Receipts (ADRs), on the New York

Stock Exchange (NYSE).

Annual report 2025903

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|  | [Contents](#i6ecb2a0d58d04b53bfadfa2a833efaa7_31) |  | [Auditor's](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_916) |  | [Consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_928) |  | [Notes to the consolidated](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [financial statements](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_946) |  | [Appendix](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306)  [l](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1306) |  |

9. Santander Bank Polska S.A.

a) Number of financial equity instruments held by the

#### Group

At 31 December, 2025, Banco Santander, S.A. held 59,984,148

ordinary shares with a par value of PLN 10 each, all of which carry

the same voting rights.

On 13 September 2024, Banco Santander sold 5,320,000 shares

held in Santander bank Polska S.A. (ca. 5.2% of the in share

capital).

On 4 December 2025, Banco Santander sold 3,576,626 shares

held in Santander Bank Polska S.A. (ca. 3.5% of the in share

capital).

#### b) Capital increases in progress

At 31 December, 2025, there were no equity increases in progress.

#### c) Capital authorised by the shareholders at the general

#### meeting

There was no share capital increase in 2025.

#### d) Rights on founder’s shares, 'rights' bonds, convertible

#### debentures and similar securities or rights

Not applicable.

e) Specific circumstances that restrict the availability of

#### reserves

Not applicable.

f) Entities outside the Group which own, directly or

through subsidiaries, a stake equal to or greater than 10%

of the equity.

Not applicable.

#### g) Equity instruments admitted to trading

All the shares of Santander Bank Polska S.A. are listed on the

Warsaw Stock Exchange.

Annual report 2025904

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#### Appendix VI

#### Annual banking report

Grupo Santander’s total tax contribution (taxes incurred directly

and by third parties, generated in the course of business) is around

EUR 22.1 billion, including more than EUR 9.5 billion in taxes

incurred directly (corporate income tax, non-recoverable value

added tax (VAT) and other indirect taxes, employer Social Security

contributions, payroll taxes and other taxes and levies).

This report complies with Article 89 of Directive 2013/36/EU of the

European Parliament and of the Council of 26 June 2013 on access

to the activity of credit institutions and the prudential supervision

of credit institutions and investment firms, and its transposition

into Spanish law pursuant to Article 87 of Act 10/2014 of 26 June

on the regulation, supervision and capital adequacy of credit

institutions.

The criteria used to prepare this report were:

#### a) Name(s), activities and location

Appendices I to III to the consolidated financial statements contain

details of the companies operating in each jurisdiction, including

their name(s), location and activities.

Santander main activity in the jurisdictions where operate is

commercial banking. The Group primarily operates in ten markets

through subsidiaries that are autonomous in capital and liquidity.

This has clear strategic and regulatory advantages, since it limits

the risk of contagion between units, imposes a double layer of

global and local oversight, and facilitates crisis management and

resolution.

#### b) Turnover and profit or loss before

#### tax

Turnover in this report is Total income, and profit or loss before tax,

Operating profit/(loss) before tax, both as defined and presented in

the consolidated income statement that forms part of the

consolidated financial statements.

#### c) Number of full-time equivalent employees

The data on full-time equivalent employees stem from the average

headcount of each jurisdiction.

#### d) Tax on profit or loss

In the absence of specific criteria, we have included the amount

effectively paid (EUR 4,954 million in 2025, with an effective tax

rate of 24.0%) in respect of taxes whose effect is recognized under

Income tax in the consolidated income statement.

Taxes effectively paid by the companies in each jurisdiction include:

• Supplementary payments relating to income tax returns, usually

for prior years.

• Advances, prepayments, withholdings made or borne in respect

of tax on profit or loss for the year. We included taxes borne

abroad in the jurisdiction of the company that bore them.

• Refunds received with respect to prior years’ returns.

• Where appropriate, the amount payable from assessments and

litigation relating to these taxes.

The foregoing form part of the cash flow statement and differ from

the corporate income tax expense recognized in the consolidated

income statement (EUR 5,131 million in 2025, representing an

effective rate of 24.9%, see note 27). This is because each country’s

tax regulations establish:

• when taxes must be paid. There is often a mismatch between the

payment dates and the generation of the income bearing the tax.

• their own calculation criteria to define temporary or permanent

restrictions on expense deduction, exemptions and relief or

deferrals of certain income, generating the differences between

the accounting profit (or loss) and taxable profit (or tax loss)

which is ultimately taxed; tax loss carry forwards from prior

years, tax credits and/or relief, etc., must also be added. In

certain cases, special regimes such as the tax consolidation of

companies in the same jurisdiction are established.

#### e) Public subsidies

In the context of the legally-required disclosures, this was

interpreted as any aid or subsidy in line with the European

Commission’s Guidance on the notion of State aid. Grupo

Santander did not receive significant public subsidies in 2025.

Annual report 2025905

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The breakdown of information is as follows:

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| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025 | | | |
| Jurisdiction | Turnover (EUR million) | Full-time equivalent  employees | Gross profit or loss before  tax (EUR million) | Tax on profit or loss (EUR  million) |
| Germany | 1,759 | 4,659 | 257 | 60 |
| Argentina | 2,248 | 7,964 | 684 | 133 |
| Australia | 9 | 54 | 1 | — |
| Austria | 211 | 296 | 53 | 15 |
| Bahamas | 15 | 22 | 9 | — |
| Belgium | 51 | 237 | 15 | 11 |
| Brazil1 | 11,687 | 55,539 | 1,998 | 1,204 |
| Bulgaria | 7 | 15 | 2 | — |
| Canada | 70 | 322 | 4 | — |
| Chile | 2,668 | 9,066 | 1,222 | 35 |
| China | 40 | 118 | 9 | — |
| Colombia | 156 | 1,277 | 43 | 25 |
| United Arab Emirates | 12 | 143 | (24) | — |
| Spain2 | 12,226 | 35,097 | 4,625 | 792 |
| United States | 7,920 | 10,915 | 1,794 | 268 |
| Denmark | 152 | 233 | 51 | 11 |
| Finland | 84 | 160 | 26 | 13 |
| France | 833 | 1,020 | 424 | 106 |
| Greece | 25 | 54 | 10 | — |
| Hong Kong | 128 | 244 | 28 | 7 |
| Ireland | 18 | 10 | 11 | 2 |
| Isle of Man | 46 | 78 | 31 | 3 |
| Italy | 776 | 1,282 | 316 | 86 |
| Jersey | 21 | 62 | 12 | 1 |
| Luxembourg | 744 | 37 | 723 | 245 |
| Mexico | 6,139 | 29,311 | 2,213 | 558 |
| Norway | 250 | 527 | 143 | 23 |
| Netherlands | 175 | 352 | 94 | 114 |
| Peru | 373 | 2,242 | 135 | 26 |
| Poland3 | 4,184 | 13,021 | 2,069 | 543 |
| Portugal | 2,032 | 5,393 | 1,430 | 437 |
| United Kingdom | 6,238 | 18,617 | 1,876 | 169 |
| Romania | 9 | 33 | 3 | — |
| Singapore | 46 | 38 | 25 | 3 |
| Sweden | 153 | 332 | 45 | 20 |
| Switzerland | 245 | 459 | 26 | 15 |
| Uruguay | 640 | 1,512 | 248 | 29 |
| Consolidated Group Total | 62,390 | 200,741 | 20,631 | 4,954 |

1. Including the information relating to a branch in the Cayman Islands, the profits of which are taxed in full in Brazil. The contribution of this branch profit before tax from

continuing operations is EUR 488 million.

2. Includes the Corporate Centre.

3. Including information associated with the business subject to the Poland disposal reported under a single line in the consolidated income statement — 'profit/(loss) after

tax from discontinued operations’ (see note 52.c).

At 31 December 2025, the Group’s return on assets (ROA) was 0.84%.

Annual report 2025906

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Pursuant to Article 253, section 1 of the revised Spanish Companies Act (Ley de Sociedades de Capital), the board of

directors of Banco Santander, S.A. draws up the consolidated financial statements (comprising the consolidated balance

sheet, income statement, statement of recognized income and expense, statement of changes in total equity, statement

of cash flows and the notes to the consolidated financial statements) and the consolidated directors’ report for the 2025

fiscal year in eXtensible HyperText Markup Language (XHTML) format and, with respect to the main consolidated

financial statements and the notes to the consolidated financial statements, with tags in the standard eXtensible

Business Reporting Language (XBRL), all of which conforms to the single electronic reporting format required under

Directive 2004/109/EC and Delegated Regulation (EU) 2019/815.

The directors of Banco Santander, S.A., listed below with an indication of their respective positions, declare that, to the

best of their knowledge, the company's consolidated financial statements for the 2025 financial year were drawn up in

accordance with the applicable accounting principles and give a true and fair view of the assets, liabilities, financial

position and profit or loss of Banco Santander, S.A. and of the undertakings included in the consolidation taken as a

whole, and that the consolidated directors’ report includes a fair review of the development, performance and position

of the company and of the undertakings included in the consolidation taken as a whole, together with a description of

the principal risks and uncertainties that they face.

Boadilla del Monte (Madrid), 24 February 2026

|  |  |  |
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| ANA PATRICIA BOTÍN-SANZ DE SAUTUOLA Y O’SHEA |  | HÉCTOR BLAS GRISI CHECA |
| Chair |  | Chief Executive Officer |

|  |  |  |
| --- | --- | --- |
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|  |
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|  |
| GLENN HOGAN HUTCHINS |  | JOSÉ ANTONIO ÁLVAREZ ÁLVAREZ |
| Vice Chair |  | Vice Chair |

Annual report 2025907

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#### MEMBERS

:

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| HOMAIRA AKBARI |  | JUAN CARLOS BARRABÉS CÓNSUL |
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| FRANCISCO JAVIER BOTÍN-SANZ DE SAUTUOLA Y  O’SHEA |  | SOL DAURELLA COMADRÁN |
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| HENRIQUE MANUEL DRUMMOND BORGES  CIRNE DE CASTRO |  | GERMÁN DE LA FUENTE ESCAMILLA |
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| GINA LORENZA DÍEZ BARROSO AZCÁRRAGA |  | LUIS ISASI FERNÁNDEZ DE BOBADILLA |
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| BELÉN ROMANA GARCÍA |  | PAMELA ANN WALKDEN |
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| ANTONIO FRANCESCO WEISS |  |  |

Annual report 2025908

#### General information

#### Corporate information

Banco Santander, S.A. is a Spanish bank, incorporated as

sociedad anónima in Spain and is the parent company of Grupo

Santander. Banco Santander, S.A. operates under the

commercial name Santander.

The Bank’s Legal Entity Identifier (LEI) is

5493006QMFDDMYWIAM13 and its Spanish tax identification

number is A-39000013. The Bank is registered with the

Companies Registry of Cantabria, and its Bylaws have been

adapted to the Spanish Companies Act by means of the notarial

deed instrument executed in Santander on 29 July 2011 before

the notary Juan de Dios Valenzuela García, under number 1209

of his book and filed with the Companies Registry of Cantabria in

volume 1006 of the archive, folio 28, page number S-1960,

entry 2038.

The Bank is also registered in the Official registry of entities of

Bank of Spain with code number 0049.

The Bank’s registered office is at:

Paseo de Pereda, 9-12

39004 Santander

Spain

The Bank’s principal executive offices are located at:

Santander Group City

Avda. de Cantabria s/n

28660 Boadilla del Monte

Madrid

Spain

Telephone: (+34) 91 276 92 90

#### Corporate history

The Bank was established in the city of Santander by public deed

before the notary José Dou Martínez on 3 March 1856, which

was later ratified and amended in part by a second public deed

dated 21 March 1857 executed before the notary José María

Olarán. The Bank commenced operations upon incorporation on

20 August 1857 and, according to article 4 of the Bylaws, its

duration shall be for an indefinite period. It was transformed into

a credit corporation (sociedad anónima de crédito) by public

deed, executed before notary Ignacio Pérez, on 14 January 1875

and registered in the Companies Registry Book of the

Government’s Trade Promotion Section in the province of

Santander. The Bank amended its Bylaws to conform to the

Spanish public companies act of 1989 by means of a public deed

executed in Santander on 8 June 1992 before the notary José

María de Prada Díez and recorded in his notarial record book

under number 1316.

On 15 January 1999, the boards of directors of Santander and

Banco Central Hispanoamericano, S.A. agreed to merge Banco

Central Hispanoamericano, S.A. into Santander, and to change

Banco Santander’s name to Banco Santander Central Hispano,

S.A. The shareholders of Santander and Banco Central

Hispanoamericano, S.A. approved the merger on 6 March 1999,

at their respective general meetings and the merger became

effective in April 1999.

The Bank’s general shareholders’ meeting held on 23 June 2007

approved the proposal to change back the name of the Bank to

Banco Santander, S.A.

As indicated above, the Bank brought its Bylaws into line with

the Spanish Companies Act by means of a public deed executed

in Santander on 29 July 2011.

The Bank’s general shareholders’ meeting held on 22 March

2013 approved the merger by absorption of Banco Español de

Crédito, S.A.

On 7 June 2017, Santander acquired the entire share capital of

Banco Popular Español, S.A. in an auction in connection with a

resolution plan adopted by the European Single Resolution

Board (the European banking resolution authority) and

executed by the FROB (the Spanish banking resolution

authority) following a determination by the European Central

Bank that Banco Popular was failing or likely to fail, in

accordance with Regulation (EU) 806/2014 establishing a

framework for the recovery and resolution of credit

institutions and investment firms. On 24 April 2018, the Bank

announced that the boards of directors of Banco Santander,

S.A. and Banco Popular Español, S.A.U. had agreed to an

absorption of Banco Popular by Banco Santander. The legal

absorption was effective on 28 September 2018.

Annual report 2025909

#### Shareholder and investor relations

Santander Group City

Pereda, 2ª planta

Avda. de Cantabria, s/n

28660 Boadilla del Monte

Madrid

Spain

Telephone: (+34) 91 276 92 90

accionistas@santander.com

investor@gruposantander.com

Hard copies of the Bank’s annual report can be requested

by shareholders free of charge at the address and phone

number indicated above.

#### Customer service department

Apartado de Correos 35.250

28080 Madrid

santander\_reclamaciones@gruposantander.es

#### Media enquiries

Santander Group City

Arrecife, 2ª planta

Avda. de Cantabria, s/n

28660 Boadilla del Monte

Madrid

Spain

Telephone: (+34) 91 289 52 11

comunicacion@gruposantander.com

![contraportada.jpg]()

#### santander.com

![LogoSantander_300.jpg]()

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| --- |
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| 911 |

#### Part 2.

#### Supplemental information

|  |
| --- |
|  |
| 912 |

Table of contents:

|  |  |
| --- | --- |
|  |  |
| 1. [Supplemental information to the consolidated directors' report](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1456) | [913](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1456) |
| [Corporate governance code](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1459) | [913](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1459) |
| [Branches](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1462) | [913](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1462) |
| [Statement on diversity](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1465) | [913](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1465) |
| [Important events](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1465) | [914](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1468) |
| 2.[Financial statements of Banco Santander, S.A.](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1471) | [915](#i6ecb2a0d58d04b53bfadfa2a833efaa7_1471) |
| Auditor's report |  |
| Annual accounts |  |

|  |
| --- |
|  |
| 913 |

1. Supplemental information to the

#### consolidated directors' report

1.1. Corporate governance code

The CNMV’s Good Governance Code for Listed Companies (Spanish

Corporate Governance Code), referred to in section 9 of the

‘Corporate governance’ chapter and to which Banco Santander is

subject, is publicly available on the website of the CNMV (Comisión

Nacional del Mercado de Valores), https://www.cnmv.es/

DocPortal/Publicaciones/CodigoGov/CBG\_2020\_ENen.PDF.

1.2. Branches

Details of Santander’s branches are set out in note 3 to the

consolidated annual accounts.

1.3. Statement on diversity

The disclosures below are made pursuant to the FCA's Listing Rule

14.3.30R as Banco Santander shares are listed on the London Stock

Exchange and classified under the 'Equity shares (international

commercial companies secondary listing)' category of the FCA's

Official List. It is worth noting however that Banco Santander is a

Spanish-incorporated company whose home securities market is in

Spain and that there is no equivalent requirement under Spanish

law regarding directors’ ethnic background nor any requirement

under which at least one of the following roles (Chair, Chief

Executive, Senior Independent Director or Chief Financial Officer) is

to be held by a woman.

In accordance with the disclosure requirements under the FCA’s

Listing Rule 14.3.30R, as at 31 December 2025: (i) 40% of the

members of the board of Banco Santander were women; (ii) the

role of Chair of the board was held by a woman; and (iii) at least

one individual on the board was from a minority ethnic

background. There have been no changes to the board between  31

December 2025 and the date of filing this report.

Further information can be found in section [4.2 'Board](#i6ecb2a0d58d04b53bfadfa2a833efaa7_511)

[composition'](#i6ecb2a0d58d04b53bfadfa2a833efaa7_511)  in the 'Corporate governance' chapter of our 2025

annual report.

The following tables set out the information required to be

disclosed by Banco Santander pursuant to the FCA's UK Listing Rule

14.3.30R(2):

Table for reporting on gender identity or sex (UKLR 14 Annex 1R(1)):

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Number of board  members | Percentage of the  board | Number of senior  positions on the board  (CEO, CFO  1, SID and  Chair) | Number in executive  management  2 | Percentage of  executive  management |
| Men | 9 | 60% | 2 | 3 | 60% |
| Women | 6 | 40% | 1 | 2 | 40% |
| Not specified/prefer  not to say | 0 | 0% | 0 | 0 | 0% |

1. N ote that Banco Santander’s CFO is not a member of the board of directors.

2. We refer to the members of Banco Santander’s Board Executive Committee (please see page 297 of our 2025 Annual Report).

Table for reporting on ethnic background (UKLR 14 Annex 1R(2)):

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Number of  board  members | Percentage  of the  board | Number of senior  positions on the board  (CEO, CFO, SID and  Chair) 1 | Number in executive  management | Percentage of executive  management |
| White British or other White (including  minority-white groups) | 11 | 73.3% | — | 3 | 60.0% |
| Mixed/Multiple Ethnic Groups | 1 | 6.7% | — | 1 | 20% |
| Asian/Asian British | 0 | 0% | — | 0 | 0% |
| Black/African/ Caribbean/  Black British | 0 | 0% | — | 0 | 0% |
| Other ethnic group, including Arab | 0 | 0% | — | 0 | 0% |
| Not specified/prefer not to say | 3 | 20% | — | 1 | 20% |

1. Consent to the reporting on ethnic background has been given by each director on a no-names basis. Since the identity of the three individuals holding senior positions

on the board is publicly available, the publication of numerical data in this column would risk identifying the ethnic background of these individuals, as well as those on

the board more generally.  In accordance with UKLR 14.3.31R and applicable data protection laws in Spain, we have therefore chosen not to complete this column so as

to prevent ethnic background data from being publicly attributed to specific individuals without their consent.

Board diversity data is accurate as at the date of filing this report.

Data on ethnic background has been supplied by each director and

data on gender diversity has been approved unanimously by all

board members as included in the annual report of Banco

Santander for the year ended 31 December 2025.

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| 914 |

1.4. Important events

The following events occurred from 1 January 2026 to 24 February

2026, being the date on which the consolidated financial

statements were authorized for issue (see note 1.g to the

consolidated financial statements).

On 9 January 2026, after obtaining the necessary regulatory

approvals and fulfilling the conditions for closing, the Group

completed the sale of 49% of the share capital of Santander Bank

Polska S.A. and 50% of the share capital of Santander

Towarzystwo Funduszy Inwestycyjnych S.A. (TFI, the asset

management business in Poland) to Erste Group Bank AG for a

total cash amount of approximately EUR 7,000 million. The

transaction generated a net capital gain of approximately EUR

1,900 million, which will be recognized in the consolidated income

statement for the 2026 financial year. Santander holds the 9.7% of

Santander Polska's share capital.

The transaction resulted in the loss of effective control over the

entity, and therefore, effective as of 9 January 2026, Santander

Bank Polska S.A. will cease to be consolidated using the global

integration method in the Group's consolidated financial

statements from that date forward.

Additionally, on 3 February 2026, Banco Santander, S.A.

('Santander') announced that it had reached an agreement to

acquire Webster Financial Corporation ('Webster'), the parent

company of Webster Bank, N.A., for approximately USD

12,200 million (around EUR 10,300 million). Webster shareholders

will receive USD 48.75 in cash and 2.0548 Santander shares for

each Webster share, resulting in a total consideration of USD 75

per Webster share. Completion of the transaction is expected to

take place in the second half of 2026 subject to the customary

conditions for this type of operations, including obtaining the

relevant regulatory approvals and the approvals of both Webster's

and Santander's shareholders.

|  |
| --- |
|  |
| 915 |

2. Financial statements of Banco

#### Santander, S.A.

## Banco Santander, S.A.

#### Auditor’s report, Annual accounts and director’s report for the year

#### ended

#### 31 December 2025

Translation of annual accounts originally issued in Spanish and prepared in accordance with the regulatory financial

reporting framework applicable to Banco Santander in Spain (see notes 1 to 50). In the event of a discrepancy, the Spanish-

language version prevails.

![Informe Auditoría Cuentas Anuales Individuales Banco Santander 2025_ingles_Página_1.jpg]()

![Informe Auditoría Cuentas Anuales Individuales Banco Santander 2025_ingles_Página_2.jpg]()

![Informe Auditoría Cuentas Anuales Individuales Banco Santander 2025_ingles_Página_3.jpg]()

![Informe Auditoría Cuentas Anuales Individuales Banco Santander 2025_ingles_Página_4.jpg]()

![Informe Auditoría Cuentas Anuales Individuales Banco Santander 2025_ingles_Página_5.jpg]()

![Informe Auditoría Cuentas Anuales Individuales Banco Santander 2025_ingles_Página_6.jpg]()

![Informe Auditoría Cuentas Anuales Individuales Banco Santander 2025_ingles_Página_7.jpg]()

![Informe Auditoría Cuentas Anuales Individuales Banco Santander 2025_ingles_Página_8.jpg]()

![Informe Auditoría Cuentas Anuales Individuales Banco Santander 2025_ingles_Página_9.jpg]()

## Banco Santander, S.A.

#### Financial statements for the year ended

#### 31 December 2025

Translation of annual accounts originally issued in Spanish and prepared in accordance with the regulatory financial

reporting framework applicable to Banco Santander in Spain (see notes 1 to 50). In the event of a discrepancy, the

Spanish-language version prevails.

1

Translation of annual accounts originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to Banco Santander in Spain

(see notes 1 to 50). In the event of a discrepancy, the Spanish-language version prevails.

## Banco Santander, S.A.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| BALANCE SHEETS AS OF 31 DECEMBER 2025 AND  2024 | | | |
| EUR Million | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| ASSETS | Note | 2025 | 2024  A |
| CASH, CASH BALANCES AT CENTRAL BANKS AND OTHER DEPOSITS ON  DEMAND | 6 | 74,786 | 97,457 |
| FINANCIAL ASSETS HELD FOR TRADING |  | 181,944 | 160,425 |
| Derivatives | 9 & 11 | 46,583 | 52,462 |
| Equity instruments | 8 | 21,196 | 16,225 |
| Debt securities | 7 | 55,736 | 43,315 |
| Loans and advances |  | 58,429 | 48,423 |
| Central banks | 6 | 657 | 1,239 |
| Credit institutions | 6 | 26,349 | 23,428 |
| Customers | 10 | 31,423 | 23,756 |
| Memorandum items: Lent or delivered as guarantees with disposal or pledge  rights | 31 | 55,600 | 27,581 |
| NON-TRADING FINANCIAL ASSETS MANDATORILY AT FAIR VALUE THROUGH  PROFIT OR LOSS |  | 1,923 | 2,127 |
| Equity instruments | 8 | 958 | 991 |
| Debt securities | 7 | 42 | 204 |
| Loans and advances |  | 923 | 932 |
| Central banks | 6 | — | — |
| Credit institutions | 6 | — | — |
| Customers | 10 | 923 | 932 |
| Memorandum items: Lent or delivered as guarantees with disposal or pledge  rights | 31 | — | 30 |
| FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS |  | 4,898 | 4,826 |
| Debt securities | 7 | — | — |
| Loans and advances |  | 4,898 | 4,826 |
| Central banks | 6 | — | — |
| Credit institutions | 6 | 557 | 580 |
| Customers | 10 | 4,341 | 4,246 |
| Memorandum items: Lent or delivered as guarantees with disposal or pledge  rights | 31 | — | — |
| FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE  INCOME |  | 15,720 | 15,312 |
| Equity instruments | 8 & 25 | 1,283 | 1,245 |
| Debt securities | 7 & 25 | 5,349 | 8,873 |
| Loans and advances |  | 9,088 | 5,194 |
| Central banks | 6 | — | — |
| Credit institutions | 6 | 839 | 32 |
| Customers | 10 | 8,249 | 5,162 |
| Memorandum items: Lent or delivered as guarantees with disposal or pledge  rights | 31 | 2,154 | 2,148 |
|  |  |  |  |
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2

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| ASSETS | Note | 2025 | 2024  A |
| FINANCIAL ASSETS AT AMORTIZED COST |  | 434,429 | 392,443 |
| Debt securities | 7 | 83,585 | 65,917 |
| Loans and advances |  | 350,844 | 326,526 |
| Central banks | 6 | 223 | 218 |
| Credit institutions | 6 | 40,882 | 34,711 |
| Customers | 10 | 309,739 | 291,597 |
| Memorandum items: Lent or delivered as guarantees with disposal or pledge  rights | 31 | 30,025 | 15,277 |
| HEDGING DERIVATIVES | 32 | 1,359 | 1,917 |
| CHANGES IN THE FAIR VALUE OF HEDGED ITEMS IN PORTFOLIO HEDGES OF  INTEREST RATE RISK |  | 3 | (17) |
| INVESTMENTS | 13 | 98,316 | 100,045 |
| Group entities |  | 96,067 | 97,674 |
| Joint venture entities |  | 283 | 322 |
| Associated entities |  | 1,966 | 2,049 |
| TANGIBLE ASSETS | 15 | 5,825 | 6,219 |
| Property, plant and equipment |  | 5,430 | 6,046 |
| For own-use |  | 4,537 | 5,144 |
| Leased out under an operating lease |  | 893 | 902 |
| Investment property |  | 395 | 173 |
| Of which: Leased out under an operating lease |  | 395 | 173 |
| Memorandum items: Acquired in financial leasing |  | 559 | 2,371 |
| INTANGIBLE ASSETS | 16 | 749 | 830 |
| Goodwill |  | 147 | 209 |
| Other intangible assets |  | 602 | 621 |
| TAX ASSETS | 24 | 10,148 | 10,353 |
| Current tax assets |  | 4,392 | 4,332 |
| Deferred tax assets |  | 5,756 | 6,021 |
| OTHER ASSETS |  | 2,188 | 2,637 |
| Insurance contracts linked to pensions | 14, 17 & 23 | 240 | 267 |
| Inventories | 17 | — | — |
| Other | 17 | 1,948 | 2,370 |
| NON-CURRENT ASSETS HELD FOR SALE | 12 | 4,495 | 266 |
| TOTAL ASSETS |  | 836,783 | 794,840 |

A. Presented for comparison purposes only (note 1.d).

The accompanying notes 1 to 50  and appendices are an integral part of the balance sheet as of  31 December 2025.

3

Translation of annual accounts originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to Banco Santander in Spain

(see notes 1 to 50). In the event of a discrepancy, the Spanish-language version prevails.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| BALANCE SHEETS AS OF 31 DECEMBER 2025 AND  2024 | | | |
| EUR Million | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| LIABILITIES | Note | 2025 | 2024  A |
| FINANCIAL LIABILITIES HELD FOR TRADING |  | 136,884 | 119,149 |
| Derivatives | 9 & 11 | 41,524 | 46,121 |
| Short positions | 9 | 30,694 | 25,518 |
| Deposits |  | 64,666 | 47,510 |
| Central banks | 18 | 5,465 | 9,123 |
| Credit institutions | 18 | 30,602 | 24,884 |
| Customers | 19 | 28,599 | 13,503 |
| Marketable debt securities | 20 | — | — |
| Other financial liabilities | 22 | — | — |
| FINANCIAL LIABILITIES DESIGNATED AT FAIR VALUE THROUGH PROFIT OR  LOSS |  | 38,710 | 33,257 |
| Deposits |  | 37,123 | 32,188 |
| Central banks | 18 | 3,086 | 1,774 |
| Credit institutions | 18 | 1,521 | 2,107 |
| Customers | 19 | 32,516 | 28,307 |
| Marketable debt securities | 20 | 1,587 | 1,069 |
| Other financial liabilities | 22 | — | — |
| Memorandum items: Subordinated liabilities |  | — | — |
| FINANCIAL LIABILITIES AT AMORTIZED COST |  | 566,794 | 552,080 |
| Deposits |  | 418,742 | 392,720 |
| Central banks | 18 | 7,522 | 5,117 |
| Credit institutions | 18 | 34,678 | 38,691 |
| Customers | 19 | 376,542 | 348,912 |
| Marketable debt securities | 20 | 137,997 | 146,113 |
| Other financial liabilities | 22 | 10,055 | 13,247 |
| Memorandum items: Subordinated liabilities | 20 & 21 | 21,774 | 28,142 |
| HEDGING DERIVATIVES | 32 | 2,284 | 2,516 |
| CHANGES IN THE FAIR VALUE OF HEDGED ITEMS IN PORTFOLIO HEDGES OF  INTEREST RATE RISK |  | (20) | (19) |
| PROVISIONS | 23 | 2,980 | 3,190 |
| Pensions and other post-retirement obligations |  | 578 | 647 |
| Other long term employee benefits |  | 744 | 699 |
| Taxes and other legal contingencies |  | 815 | 762 |
| Contingent liabilities and commitments |  | 179 | 175 |
| Other provisions |  | 664 | 907 |
| TAX LIABILITIES | 24 | 2,672 | 2,168 |
| Current tax liabilities |  | 633 | 190 |
| Deferred tax liabilities |  | 2,039 | 1,978 |
| OTHER LIABILITIES | 17 | 4,137 | 4,167 |
| LIABILITIES ASSOCIATED WITH NON-CURRENT ASSETS HELD FOR SALE | 12 | — | — |
| TOTAL LIABILITIES |  | 754,441 | 716,508 |

A.  Presented for comparison purposes only (note 1.d).

The accompanying notes 1 to 50 and appendices are an integral part of the balance sheet as of 31 December 2025.

4

Translation of annual accounts originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to Banco Santander in Spain

(see notes 1 to 50). In the event of a discrepancy, the Spanish-language version prevails.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| BALANCE SHEETS AS OF 31 DECEMBER 2025 AND  2024 | | | |
| EUR Million | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EQUITY | Note | 2025 | 2024  A |
| SHAREHOLDERS’ EQUITY | 26 | 83,653 | 79,887 |
| CAPITAL | 27 | 7,345 | 7,576 |
| Called up paid capital |  | 7,345 | 7,576 |
| Unpaid capital which has been called up |  | — | — |
| Memorandum items: Uncalled up capital |  | — | — |
| SHARE PREMIUM | 28 | 36,792 | 40,079 |
| EQUITY INSTRUMENTS ISSUED OTHER THAN CAPITAL | 30 | — | — |
| Equity component of compound financial instruments |  | — | — |
| Other equity instruments issued |  | — | — |
| OTHER EQUITY INSTRUMENTS | 30 | 417 | 217 |
| ACCUMULATED RETAINED EARNINGS | 29 | 31,272 | 24,345 |
| REVALUATION RESERVES |  | — | — |
| OTHER RESERVES | 29 | (1,587) | (899) |
| (-) OWN SHARES | 30 | — | — |
| RESULTS FOR THE PERIOD | 4 | 11,113 | 10,101 |
| (-) INTERIM DIVIDENDS | 4 | (1,699) | (1,532) |
| OTHER COMPREHENSIVE INCOME OR LOSS |  | (1,311) | (1,555) |
| ITEMS THAT WILL NOT BE RECLASSIFIED TO PROFIT OR LOSS | 25 | (1,325) | (1,669) |
| Actuarial gains or - losses in defined benefit pension plans |  | (484) | (827) |
| Non-current assets and disposal groups that have been classified as held for sale |  | — | — |
| Changes in the fair value of equity instruments measured at fair value with changes  in other comprehensive income |  | (822) | (919) |
| Ineffectiveness of fair value hedges of equity instruments measured at fair value  with changes in other comprehensive income |  | — | — |
| Changes in the fair value of equity instruments measured at fair value with  changes in other comprehensive income [hedged item] |  | 203 | 279 |
| Changes in the fair value of equity instruments measured at fair value with  changes in other comprehensive income [hedging instrument] |  | (203) | (279) |
| Changes in the fair value of financial liabilities at fair value through profit or loss  attributable to changes in credit risk |  | (19) | 77 |
| ITEMS THAT MAY BE RECLASSIFIED TO PROFIT OR LOSS | 25 | 14 | 114 |
| Hedge of net investments in foreign operations [effective part] |  | 283 | — |
| Currency conversion |  | (299) | — |
| Hedging derivatives. Cash flow hedge reserve [effective part] |  | 35 | 104 |
| Changes in the fair value of debt instruments measured at fair value with changes  in other comprehensive income |  | (5) | 10 |
| Hedging instruments [non-designated items] |  | — | — |
| Non-current assets and disposal groups that have been classified as held for sale |  | — | — |
| TOTAL EQUITY |  | 82,342 | 78,332 |
| TOTAL LIABILITIES AND EQUITY |  | 836,783 | 794,840 |
| MEMORANDUM ITEMS: OFF BALANCE SHEET AMOUNTS | 31 |  |  |
| Loan commitments granted |  | 149,881 | 141,976 |
| Financial guarantees granted |  | 22,138 | 18,888 |
| Other commitments granted |  | 121,415 | 108,829 |

A.  Presented for comparison purposes only (note 1.d).

The accompanying notes 1 to 50 and appendices are an integral part of the balance sheet as of 31 December 2025.

5

Translation of annual accounts originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to Banco Santander in Spain

(see notes 1 to 50). In the event of a discrepancy, the Spanish-language version prevails.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| INCOME STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2025  AND 2024 | | | |
| EUR Million | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | (Debit) Credit | | |
|  | Note | 2025 | 2024 A |
| Interest income | 34 | 24,672 | 27,027 |
| Financial assets at fair value through other comprehensive income |  | 626 | 619 |
| Financial assets at amortized cost |  | 16,193 | 18,180 |
| Other interest income |  | 7,853 | 8,228 |
| Interest expense | 35 | (18,170) | (20,112) |
| Expenses for capital stock repayable on demand |  | — | — |
| Interest income/(changes) |  | 6,502 | 6,915 |
| Dividend income | 36 | 6,691 | 7,725 |
| Commission income | 37 | 4,148 | 3,791 |
| Commission expense | 38 | (1,008) | (866) |
| Gains or losses on financial assets and liabilities not measured at fair value through profit or  loss, net | 39 | 100 | (97) |
| Financial assets at amortized cost |  | (34) | (47) |
| Other financial assets and liabilities |  | 134 | (50) |
| Gains or losses on financial assets and liabilities held for trading, net | 39 | 494 | 704 |
| Reclassification of financial assets at fair value through other comprehensive income |  | — | — |
| Reclassification of financial assets at amortized cost |  | — | — |
| Other gains (losses) |  | 494 | 704 |
| Gains or losses on non-trading financial assets and liabilities mandatorily at fair value  through profit or loss, net | 39 | 80 | 73 |
| Reclassification of financial assets at fair value through other comprehensive income |  | — | — |
| Reclassification of financial assets at amortized cost |  | — | — |
| Other gains (losses) |  | 80 | 73 |
| Gains or losses on financial assets and liabilities measured at fair value through profit or loss,  net | 39 | (2) | 350 |
| Gains or losses from hedge accounting, net | 39 | (16) | (6) |
| Exchange differences, net | 40 | 217 | (106) |
| Other operating income | 41 | 434 | 575 |
| Other operating expenses | 41 | (234) | (625) |
| Total income |  | 17,406 | 18,433 |
| Administrative expenses |  | (5,419) | (5,293) |
| Staff costs | 42 | (3,324) | (3,210) |
| Other general administrative expenses | 43 | (2,095) | (2,083) |
| Depreciation and amortisation cost | 15 & 16 | (535) | (598) |
| Provisions or reversal of provisions, net | 23 | (587) | (659) |
| Impairment or reversal of impairment at financial assets not measured at fair value through  profit or loss and net gains or losses from changes | 7 &10 | (1,162) | (1,334) |
| Financial assets at fair value through other comprehensive income |  | (25) | (1) |
| Financial assets at amortized cost |  | (1,137) | (1,333) |
| Impairment or reversal of impairment of investments in subsidiaries, joint ventures and  associates, net | 44 | 1,498 | (241) |
| Impairment or reversal on non-financial assets, net |  | (13) | (3) |
| Tangible assets | 15 & 44 | 3 | (3) |
| Intangible assets | 16 & 44 | (16) | — |
| Others |  | — | — |
| Gain or losses on non-financial assets, net | 45 | 11 | 10 |
|  |  |  |  |

6

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | (Debit) Credit | | |
|  | Note | 2025 | 2024 A |
| Negative goodwill recognised in results |  | — | — |
| Gains or losses on non-current assets held for sale not classified as discontinued operations | 12 & 46 | (34) | (58) |
| Operating profit/(loss) before tax |  | 11,165 | 10,257 |
| Tax expense or income from continuing operations | 24 | (1,073) | (1,091) |
| Profit/(loss) from continuing operations |  | 10,092 | 9,166 |
| Profit/(loss) after tax from discontinued operations |  | 1,021 | 935 |
| Profit/(loss) for the year |  | 11,113 | 10,101 |

A. Presented for comparison purposes only (note 1.d).

The accompanying notes 1 to 50 and appendices are an integral part of the income statement for the year ended 31 December 2025.

7

Translation of annual accounts originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to Banco Santander in Spain

(see notes 1 to 50). In the event of a discrepancy, the Spanish-language version prevails.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| STATEMENTS OF RECOGNISED INCOME AND EXPENSE  FOR THE YEARS ENDED 31 DECEMBER 2025  AND  2024 | | | |
| EUR Million | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Note | 2025 | 2024 A |
| PROFIT (LOSS) FOR THE YEAR |  | 11,113 | 10,101 |
| OTHER RECOGNISED INCOME AND EXPENSES | 25 | (80) | 731 |
| Items that will not be reclassified to profit or loss |  | 20 | 425 |
| Actuarial gains and losses on defined benefit pension plans |  | 30 | (16) |
| Other recognised income and expense of investments in subsidiaries, joint venture and  associates |  | — | — |
| Changes in the fair value of equity instruments measured at fair value through other  comprehensive income, net |  | 100 | 262 |
| Gains or losses resulting from the accounting for hedges of equity instruments measured  at fair value through other comprehensive income, net |  | — | — |
| Changes in the fair value of equity instruments measured at fair value through other  comprehensive income  (hedged item) |  | (76) | 20 |
| Changes in the fair value of equity instruments measured at fair value through other  comprehensive income  (hedging instrument) |  | 76 | (20) |
| Changes in the fair value of financial liabilities at fair value through profit or loss  attributable to changes in credit risk |  | (137) | 247 |
| Income tax relating to items that will not be reclassified | 24 | 27 | (68) |
| Items that may be reclassified to profit or loss |  | (100) | 306 |
| Hedges of net investments in foreign operations (effective portion) |  | 283 | — |
| Revaluation gains (losses) |  | 283 | — |
| Amounts transferred to income statement |  | — | — |
| Other reclassifications |  | — | — |
| Exchanges differences |  | (299) | — |
| Revaluation gains (losses) |  | (299) | — |
| Amounts transferred to income statement |  | — | — |
| Other reclassifications |  | — | — |
| Cash flow hedges (effective portion) |  | (100) | 409 |
| Revaluation gains or (losses) |  | (79) | 140 |
| Amounts transferred to income statement |  | (21) | 269 |
| Transferred to initial carrying amount of hedged items |  | — | — |
| Other reclassifications |  | — | — |
| Hedging instruments (items not designated) |  | — | — |
| Revaluation gains (losses) |  | — | — |
| Amounts transferred to income statement |  | — | — |
| Other reclassifications |  | — | — |
| Debt instruments at fair value with changes in other comprehensive income |  | (26) | 29 |
| Revaluation gains (losses) |  | 37 | (54) |
| Amounts transferred to income statement |  | (63) | 83 |
| Other reclassifications |  | — | — |
| Non-current assets held for sale |  | — | — |
| Revaluation gains (losses) |  | — | — |
| Amounts transferred to income statement |  | — | — |
| Other reclassifications |  | — | — |
| Income tax related to items that may be reclassified to profit or loss | 24 | 42 | (132) |
| Total recognised income and expenses for the year |  | 11,033 | 10,832 |

A. Presented for comparison purposes only (note 1.d).

The accompanying notes 1 to 50 and appendices are an integral part of the statement of recognized income and expenses for the year ended 31

December 2025.

8

Translation of annual accounts originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to Banco Santander in Spain (see notes 1 to 50). In the event of a discrepancy, the Spanish-language version prevails.

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
| STATEMENTS OF CHANGES IN TOTAL EQUITY FOR THE YEARS ENDED  31 DECEMBER 2025  AND 2024 | | | | | | | | | | | | |
| EUR Million | | | | | | | | | | | | |
|  | Capital | Share  premium | Equity  instruments  issued (not  capital) | Other equity  instruments | Accumulated  retained  earnings | Revaluation  reserves | Other  reserves | (-) Own  Equity  shares | Result for  the period | (-) Interim  dividends | Other  comprehensive  income | Total |
| Balance at 31 December 2024A | 7,576 | 40,079 | — | 217 | 24,345 | — | (899) | — | 10,101 | (1,532) | (1,555) | 78,332 |
| Adjustments due to errors | — | — | — | — | — | — | — | — | — | — | — | — |
| Adjustments due to changes in  accounting policies | — | — | — | — | — | — | — | — | — | — | — | — |
| Opening balance at 1 January  2025 A | 7,576 | 40,079 | — | 217 | 24,345 | — | (899) | — | 10,101 | (1,532) | (1,555) | 78,332 |
| Total recognised income and  expense | — | — | — | — | — | — | — | — | 11,113 | — | (80) | 11,033 |
| Other changes in equity | (231) | (3,287) | — | 200 | 6,927 | — | (688) | — | (10,101) | (167) | 324 | (7,023) |
| Issuance of ordinary shares | — | — | — | — | — | — | — | — | — | — | — | — |
| Issuance of preferred shares | — | — | — | — | — | — | — | — | — | — | — | — |
| Issuance of other financial  instruments | — | — | — | — | — | — | — | — | — | — | — | — |
| Maturity of other financial  instruments | — | — | — | — | — | — | — | — | — | — | — | — |
| Conversion of financial liabilities  into equity | — | — | — | — | — | — | — | — | — | — | — | — |
| Capital reduction | (231) | (3,287) | — | — | — | — | 231 | 3,287 | — | — | — | — |
| Dividends | — | — | — | — | (1,642) | — | — | — | — | (1,699) | — | (3,341) |
| Purchase of equity instruments | — | — | — | — | — | — | — | (3,865) | — | — | — | (3,865) |
| Disposal of equity instruments | — | — | — | — | — | — | — | 578 | — | — | — | 578 |
| Transfer from equity to liabilities | — | — | — | — | — | — | — | — | — | — | — | — |
| Transfer from liabilities to equity | — | — | — | — | — | — | — | — | — | — | — | — |
| Transfers between equity items | — | — | — | — | 8,569 | — | (324) | — | (10,101) | 1,532 | 324 | — |
| Increases (decreases) due to  business combinations | — | — | — | — | — | — | — | — | — | — | — | — |
| Share-based payment | — | — | — | (67) | — | — | — | — | — | — | — | (67) |
| Others increases or (-) decreases  of the equity | — | — | — | 267 | — | — | (595) | — | — | — | — | (328) |
| Balance at 31 December 2025 | 7,345 | 36,792 | — | 417 | 31,272 | — | (1,587) | — | 11,113 | (1,699) | (1,311) | 82,342 |

A.  Presented for comparison purposes only (note 1.d).

The accompanying notes 1 to 50 and appendices are an integral part of the statement of changes in total equity for the year ended 31 December 2025.

9

Translation of annual accounts originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to Banco Santander in Spain (see notes 1 and 50). In the event of a discrepancy, the Spanish-language version prevails.

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
| STATEMENTS OF CHANGES IN TOTAL EQUITY FOR THE YEARS ENDED 31 DECEMBER 2025  AND  2024 | | | | | | | | | | | | |
| EUR Million | | | | | | | | | | | | |
|  | Capital | Share  premium | Equity  instruments  issued (not  capital) | Other equity  instruments | Accumulated  retained  earnings | Revaluation  reserves | Other  reserves | (-) Own  Equity  shares | Result for  the period | (-) Interim  dividends | Other  comprehensive  income | Total |
| Balance at 31 December 2023A | 8,092 | 44,373 | 720 | 195 | 17,889 | — | (706) | (1,039) | 9,239 | (1,298) | (2,591) | 74,874 |
| Adjustments due to errors | — | — | — | — | — | — | — | — | — | — | — | — |
| Adjustments due to changes in  accounting policies | — | — | — | — | — | — | — | — | — | — | — | — |
| Opening balance at 1 January  2024 A | 8,092 | 44,373 | 720 | 195 | 17,889 | — | (706) | (1,039) | 9,239 | (1,298) | (2,591) | 74,874 |
| Total recognised income and  expense | — | — | — | — | — | — | — | — | 10,101 | — | 731 | 10,832 |
| Other changes in equity | (516) | (4,294) | (720) | 22 | 6,456 | — | (193) | 1,039 | (9,239) | (234) | 305 | (7,374) |
| Issuance of ordinary shares | — | — | — | — | — | — | — | — | — | — | — | — |
| Issuance of preferred shares | — | — | — | — | — | — | — | — | — | — | — | — |
| Issuance of other financial  instruments | — | — | — | — | — | — | — | — | — | — | — | — |
| Maturity of other financial  instruments | — | — | (751) | — | — | — | — | — | — | — | — | (751) |
| Conversion of financial liabilities  into equity | — | — | — | — | — | — | — | — | — | — | — | — |
| Capital reduction | (516) | (4,294) | — | — | — | — | 516 | 4,294 | — | — | — | — |
| Dividends | — | — | — | — | (1,485) | — | — | — | — | (1,532) | — | (3,017) |
| Purchase of equity instruments | — | — | — | — | — | — | — | (3,740) | — | — | — | (3,740) |
| Disposal of equity instruments | — | — | — | — | — | — | — | 485 | — | — | — | 485 |
| Transfer from equity to liabilities | — | — | — | — | — | — | — | — | — | — | — | — |
| Transfer from liabilities to equity | — | — | — | — | — | — | — | — | — | — | — | — |
| Transfers between equity items | — | — | — | — | 7,941 | — | (305) | — | (9,239) | 1,298 | 305 | — |
| Increases (decreases) due to  business combinations | — | — | — | — | — | — | — | — | — | — | — | — |
| Share-based payment | — | — | — | (62) | — | — | — | — | — | — | — | (62) |
| Other increases or (-) decreases of  the equity | — | — | 31 | 84 | — | — | (404) | — | — | — | — | (289) |
| Balance at 31 December 2024A | 7,576 | 40,079 | — | 217 | 24,345 | — | (899) | — | 10,101 | (1,532) | (1,555) | 78,332 |

A. Presented for comparison purposes only (note 1.d).

The accompanying notes 1 to 50 and appendices are an integral part of the statements of changes in total equity for the year ended 31 December 2025.

10

Translation of annual accounts originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to Banco Santander in Spain

(see notes 1 and 50). In the event of a discrepancy, the Spanish-language version prevails.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 31 DECEMBER 2025 AND  2024 | | | |
| EUR Million | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Note | 2025 | 2024 A |
| A. CASH FLOWS FROM OPERATING ACTIVITIES |  | (10,324) | (31,135) |
| Profit or loss for the year | 4 | 11,113 | 10,101 |
| Adjustments made to obtain the cash flows from operating activities |  | (1,119) | (4,439) |
| Depreciation and amortization cost | 15 & 16 | 535 | 598 |
| Other adjustments |  | (1,654) | (5,037) |
| Net increase/(decrease) in operating assets |  | 60,570 | 63,685 |
| Financial assets held-for-trading |  | 21,520 | 46,227 |
| Non-trading financial assets mandatorily at fair value through profit or loss |  | (205) | (177) |
| Financial assets designated at fair value through profit or loss |  | 72 | (980) |
| Financial assets at fair value through other comprehensive income |  | 300 | 5,309 |
| Financial assets at amortized cost |  | 43,432 | 14,701 |
| Other operating assets |  | (4,549) | (1,395) |
| Net increase/(decrease) in operating liabilities |  | 41,114 | 27,479 |
| Financial liabilities held-for-trading |  | 17,736 | 23,097 |
| Financial liabilities designated at fair value through profit or loss |  | 5,318 | (3,921) |
| Financial liabilities at amortized cost |  | 21,100 | 11,839 |
| Other operating liabilities |  | (3,040) | (3,536) |
| Income tax recovered/(paid) |  | (862) | (591) |
| B. CASH FLOWS FROM INVESTING ACTIVITIES |  | 4,979 | 6,629 |
| Payments |  | 4,231 | 2,915 |
| Tangible assets | 15 | 447 | 438 |
| Intangible assets | 16 | 196 | 221 |
| Investments | 13 | 3,588 | 2,256 |
| Subsidiaries and other business units |  | — | — |
| Non-current assets held for sale and associated liabilities |  | — | — |
| Other payments related to investing activities |  | — | — |
| Proceeds |  | 9,210 | 9,544 |
| Tangible assets | 15 | 205 | 164 |
| Intangible assets | 16 | — | — |
| Investments | 13 & 36 | 8,788 | 9,226 |
| Subsidiaries and other business units |  | — | — |
| Non-current assets held for sale and associated liabilities |  | 217 | 154 |
| Other proceeds related to investing activities |  | — | — |
| C. CASH FLOW FROM FINANCING ACTIVITIES |  | (13,227) | (5,313) |
| Payments |  | 15,657 | 11,423 |
| Dividends | 4 | 3,341 | 3,017 |
| Subordinated liabilities | 21 | 8,310 | 3,615 |
| Redemption of own equity instruments |  | — | 751 |
| Acquisition of own equity instruments |  | 3,865 | 3,740 |
| Other payments related to financing activities |  | 141 | 300 |
| Proceeds |  | 2,430 | 6,110 |
| Subordinated liabilities | 21 | 1,852 | 5,625 |
| Issuance of own equity instruments |  | — | — |
| Disposal of own equity instruments |  | 578 | 485 |
| Other proceeds related to financing activities |  | — | — |
| D. EFFECT OF FOREIGN EXCHANGE RATE CHANGES |  | (4,099) | 2,256 |
|  |  |  |  |

11

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Note | 2025 | 2024 A |
| E. NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS |  | (22,671) | (27,563) |
| F. CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR |  | 97,457 | 125,020 |
| G. CASH AND CASH EQUIVALENTS AT END OF THE YEAR |  | 74,786 | 97,457 |
| MEMORANDUM ITEMS |  |  |  |
| COMPONENTS OF CASH AND CASH EQUIVALENTS AT END OF THE YEAR |  |  |  |
| Cash |  | 1,278 | 1,318 |
| Cash equivalents at central banks |  | 72,163 | 94,613 |
| Other financial assets |  | 1,345 | 1,526 |
| TOTAL OF CASH AND CASH EQUIVALENTS AT END OF THE YEAR |  | 74,786 | 97,457 |

A. Presented for comparison purposes only (note 1.d).

The accompanying notes 1 to 50 and appendices are an integral part of the statement of cash flows for the year ended 31 December 2025.

12

Translation of annual accounts originally issued in

Spanish and prepared in accordance with the regulatory

financial reporting framework applicable to Banco

Santander in Spain (see notes 1 to 50). In case of

discrepancy, the Spanish version prevails.

## Banco

Santander,

S.A.

Notes to the financial statements (annual accounts) for

the year ended 31 December 2025

1. Introduction, basis of

#### presentation of the financial

#### statements (annual accounts)

#### and other information

#### a) Introduction

Banco Santander, S.A.  ('the Bank' or 'Banco Santander'),

is a private-law entity subject to the rules and

regulations applicable to banks operating in Spain,

where it was constituted and currently maintains its

legal domicile, which is paseo de Pereda, numbers 9 to

12, 39004, Santander, Spain.

The principal headquarters of Banco Santander are

located in Ciudad Grupo Santander, Avenida Cantabria s/

n, 28660, Boadilla del Monte, Madrid, Spain.

The corporate purpose of Banco Santander, S.A. mainly

entails carrying out all kinds of activities, operations and

services inherent to the banking business in general and

permitted by current legislation, and the acquisition,

holding, enjoyment and disposal of all kinds of

securities.

In addition to the operations carried on directly by it,

Banco Santander is the head of a group of subsidiaries

that engage in various business activities and which

compose, together with it, Grupo Santander ('Grupo

Santander' or 'the Group'). Therefore, Banco Santander is

obliged to prepare, in addition to its own separate

financial statements, the Group's consolidated financial

statements, which also include the interests in joint

ventures and investments in associates.

Banco Santander  financial statements for 2024 were

approved by the shareholders at the group´s annual

general meeting on 4 April 2025. The Group's 2025

consolidated financial statements, the financial

statements of  Banco Santander  and of substantially all

the Group companies have not been approved yet by

their shareholders at the respective annual general

meetings. However, Banco Santander board of directors

considers that the aforementioned financial statements

will be approved without any significant changes.

Appendix VII includes the list of agents that assist Banco

Santander on the performance of its business activities in

Spain.

#### b) Basis of presentation of the financial statements

#### (annual accounts)

Banco Santander  financial statements for  the year

ended 2025  have been authorised by the Bank’s

directors (at the Board of Directors meeting on   24

February,  2026 ) in accordance with Bank of Spain

Circular 4/2017 and subsequent amendments, and

Spanish corporate and commercial law applicable to the

Bank, using the accounting policies and measurement

criteria applied by the Bank as set forth in note 2,

accordingly, they present fairly the Bank’s equity and

financial position at 31 December 2025  and  2024,

results of its operations, recognized revenue and

expense, changes in total equity and cash flows

pertaining 2025 and 2024. These annual accounts have

been prepared on the basis of the accounting records

held by Banco Santander.

The notes to the financial statements contain additional

information to that presented in the balance sheet,

income statement, statement of recognised income and

expense, statement of changes in total equity and

statement of cash flows. The notes provide, in a clear,

relevant, reliable and comparable manner, narrative

descriptions and breakdowns of these statements.

The figures of the annual accounts are presented in

millions of euros unless another alternative monetary

unit is indicated, rounded to the nearest million unit.

#### Adoption of new standards and related interpretations

The following is a summary of the main Bank of Spain

Circulars issued that became applicable to Banco

Santander in financial year 2025:

On 29 December, Circular 1/2025, dated 19 December,

issued by the Bank of Spain, was published. This Circular

amends Circular 4/2017, of 27 November, addressed to

credit institutions, on public and confidential financial

reporting rules and financial statement templates, and

Circular 1/2013, of 24 May, concerning the information

provided through the Central Credit Register.

13

This Circular amends Circular 4/2017, of 27 November,

in order to maintain appropriate alignment with the

International Financial Reporting Standards as adopted

by the European Union (EU IFRSs), in accordance with the

provisions of the Spanish Commercial Code, thereby

avoiding the application of divergent accounting criteria

between the separate and consolidated financial

statements, with a phased entry into force starting in

2026.

Furthermore, the Circular revises the requirements

relating to credit risk coverage for country risk,

introduces minor clarifications and technical corrections,

and updates the confidential financial statement

templates in order to adapt them to the supervisory and

information needs of the Bank of Spain.

No significant effects on the Bank’s annual financial

statements have arisen from the application of this

Circular, as its adoptions will become effective from 1

January 2026.

#### c)  Use of accounting estimates

The  results and the determination of   equity are sensitive

to the accounting policies, measurement bases and

estimates used by Banco Santander in preparing the

financial statements.

The main accounting policies and measurement bases

are set forth in  note 2.

In the financial statements estimates were occasionally

made by the senior management of Banco Santander in

order to quantify certain of the assets, liabilities, income,

expenses and obligations reported herein. These

estimates, which were made on the basis of the best

information available, relate basically to the following:

• The impairment losses on certain assets: it applies to

financial assets at fair value through other

comprehensive income, financial assets at amortised

cost, non-current assets held for sale, investments,

tangible assets and intangible assets ( see notes 6, 7,

10, 12, 13, 15, 16 and 50).

• The assumptions used in the actuarial calculation of

the post-employment benefit liabilities and

commitments and other obligations (see note 23).

• The useful life of the tangible and intangible assets

(see notes 15 and 16).

• Assessment of the impairment of investments in

group, joint venture and associated entities (see note

13).

• The measurement of the impairment in goodwill

(see note 16).

• The calculation of provisions and the consideration of

contingent liabilities (see note 23).

• The fair value of certain unquoted assets and

liabilities (see notes 6, 7, 8, 9, 10, 11, 18, 19 and 20).

• The recoverability of deferred tax assets (see note

24).

• The fair value of the identifiable assets acquired and

the liabilities assumed in business combinations

(see note 3).

To update the previous estimates, the  Bank's

management has taken into account the current

macroeconomic scenario, characterized by persistent

geopolitical tensions and changing financial conditions,

as well as the evolution of monetary and fiscal policies in

major economies. The analysis also considers

developments in interest rates, credit spreads, and

currency movements, along with labor market trends in

the geographies where the Bank operates.

The Bank´s management has evaluated in particular the

uncertainties caused by the current environment in

relation to credit risk, maintaining active oversight of

clients in geographies and sectors more exposed to

international trade tensions, global geopolitical

uncertainty and the impact of public debt containment

policies or fiscal stimulus measures, liquidity and market

risks, taking into account the best available information,

to estimate the impact on the credit portfolio's

impairment provision, and in the debt instruments'

interest rates and valuation, developing in the notes the

main estimates made during the period ended December

31, 2025  (see notes 10, 13, 48 and 50).

Although these estimates have been made on the basis

of the best information available at the end of the year

2025, and considering information updated at the date

of preparation of these annual accounts, it is possible

that events that may take place in the future may make

it necessary to modify them (upwards or downwards) in

the coming years, which would be done, if appropriate,

in a prospective manner, recognising the effects of the

change in estimate in the corresponding  income

statement.

#### d) Comparative information

The information contained in the 2025 annual accounts

for the  2024 financial year is presented, solely and

exclusively, for comparison with the information relating

to 2025.

The information in the  income statement from 2024

has been restated, as a result of the agreement for the

sale of Santander Bank Polska S.A. by  the Bank, as

required by IFRS 5(see notes 3 and 12, as well as the rest

of the notes of the profit and loss account).

14

#### e) Capital management

i. Regulatory and economic capital

Credit institutions must comply with a set of minimum

capital and liquidity requirements. These minimum

requirements are regulated by the European Capital

Requirements Regulation (CRR), which is directly

applicable within the Spanish legal framework, and by

the Capital Requirements Directive (CRD).

On 19 June 2024, the final texts of the update to the

banking package were published in the Official Journal

of the European Union: Regulation (EU) 2024/1623

(hereinafter, CRR 3), which amends the CRR with regard

to requirements for credit risk, credit valuation

adjustment risk, operational risk, market risk and the

floor on risk-weighted assets (known as the output

floor), as well as Directive (EU) 2024/1619 (hereinafter,

CRD VI), which amends the CRD as regards supervisory

powers, sanctions, third-country branches, and

environmental, social and governance risks.

The update to the banking package aims, on the one

hand, to implement the final Basel III reforms and, on

the other, to strengthen the harmonisation of banking

supervision within the European Union (EU).

CRR 3, applicable since 1 January 2025, introduce

greater risk sensitivity into standardised approaches,

reduce the variability of risk-weighted assets among

banks using internal models to calculate capital

requirements, and enhance comparability across banks.

Under CRD VI, the ambition to achieve more robust

supervision and to safeguard financial stability is

reflected in a set of rules affecting fit-and-proper

requirements, an extended scope resulting from the

revision of certain definitions, and new provisions

regarding the establishment of third-country branches in

the EU, with the aim of achieving greater regulatory

harmonisation and improved supervision of this type of

entity.

Although most CRR 3 provisions apply since 1 January

2025, for certain provisions the regulator has

established a gradual implementation (phase-in) period

until 2030 in order to give the industry sufficient time to

build up the capital required to meet the requirements

on a fully loaded basis.

Regarding Market Risk, the European Commission and

the European Parliament have approved an additional

12-month delay to the entry into force of the new

market risk capital framework, or FRTB, until 1 January

2027. Beyond this date, the CRR 3 does not allow for any

further delay, as postponements are limited to two

years. This delay also covers other provisions, such as

the separation between the trading book and the

banking book, the internal risk transfer regime, etc.

The CRR 3/CRD VI package contains 140 mandates for

the EBA to develop Level 2 or Level 3 legislation

(regulatory technical standards, implementing technical

standards and guidelines—RTS, ITS and GL, for their

acronyms) and to issue opinions and reports to further

specify certain aspects of the regulation. In this context,

the EBA published its roadmap (EBA Roadmap) at the

end of 2023, structuring the implementation of the

banking package around four sequential phases, under

which the authority will address the various mandates in

an orderly manner based on their latest legal application

dates (up to four years after the entry into force of CRR 3

and CRD VI). In addition, at the end of 2024, the EBA

published its 2025 work programme, setting out the

guidelines for addressing these mandates during the

year. This has resulted in the publication of various

consultations throughout the year on RTS, ITS and

Guidelines, such as, for example:

– Regulatory Technical Standards (RTS) on off-

balance-sheet exposures and unconditionally

cancellable commitments

– Regulatory Technical Standards (RTS) on

material changes to IRB models and model

extensions

– Revision of the Guidelines on the revised

definition of default

– Regulatory Technical Standards (RTS) and

Implementing Technical Standards (ITS) on

operational risk

In its 2025 Work Programme, the EBA undertook, among

other initiatives, the revision of the SREP Guidelines, the

consultation for which was published on 24 October,

with the aim of updating them based on three pillars:

legislative changes (CRR 3 and CRD VI, IRRBB/CSRBB,

DORA, etc.), lessons learned, and structural changes

intended to improve the usability of the Guidelines. The

consultation period was set to run until early February

2026, and following the conclusion of the consultation

process, the Guidelines are expected to enter into force

on 1 January 2027.

On 28 July 2025, the ECB published a revised version of

its Guide to Internal Models, with the objective of

reflecting the regulatory changes introduced by CRR 3 in

relation to internal models for credit, counterparty credit

and market risk; clarifying supervisory expectations for

internal models that make use of machine learning; and

enhancing transparency and supervisory harmonisation.

This revision builds on the experience accumulated by

the ECB since the first publication of the Guide in 2019.

15

On 25 July 2025, the ECB also published the final Guide

on Options and Discretions, following a consultation

process launched in November 2024. The Guide

introduces clarifications and adjustments to the

treatment of market risk and operational risk, as well as

to the conditions under which minority interests may be

included in group capital, among other aspects.

Regarding resolution regulation, institutions are required

to maintain an adequate funding structure to ensure

that, in the event of financial distress, they hold

sufficient liabilities to absorb losses and either restore

viability or be resolved while safeguarding depositor

protection and financial stability. To this end, global

systemically important institutions are subject to

minimum loss-absorbing capacity requirements, namely

Total Loss-Absorbing Capacity (TLAC) and the Minimum

Requirement for own funds and Eligible Liabilities

(MREL), as regulated under CRR 3 and the Bank Recovery

and Resolution Directive (BRRD).

On 25 October 2022, a regulation on the prudential

treatment of global systemically important institutions

was published, amending both the CRR and the BRRD

with respect to the prudential treatment of G-SIBs with a

multiple point of entry (MPE) resolution strategy, as well

as the methods for the indirect subscription of eligible

instruments (daisy chains) for the purpose of meeting

MREL requirements. This regulation, known as the

Resolution 'Quick Fix', pursues two main objectives:

• The inclusion in the BRRD and CRR 3 of references to

third-country subsidiaries allowing for adjustments to

the deduction for holdings of TLAC instruments issued

by such subsidiaries, based on excess TLAC/MREL at

subsidiary level, as well as adjustments in cases where

the aggregate own funds and eligible liabilities

requirements of a G-SIB under an MPE strategy exceed

the theoretical requirements of the same group under

a single point of entry (SPE) strategy. This adjustment

is therefore based on a comparison between the two

possible resolution strategies.

• The introduction of a deduction regime for holdings of

MREL instruments through entities within the same

resolution group other than the resolution entity. The

Regulation establishes a deduction at the level of the

intermediate entity within the daisy chain that

repurchases the instruments. As a result, the

intermediate entity is required to issue an equivalent

amount, thereby transferring internal MREL needs to

the resolution entity, which will cover them with

external MREL.

In this context, in 2025 the EBA published the Final

Report on the draft Implementing Technical Standards

(ITS) on resolution planning, aimed at further

harmonising reporting requirements.

Regarding Deposit Guarantee Schemes (DGS), these are

regulated under the Deposit Guarantee Schemes

Directive (DGSD), which has not undergone substantial

amendments since its publication in 2014. The Directive

aims to harmonise DGS across Member States to ensure

stability and consistency across countries. It establishes

an appropriate framework to improve depositor access

to DGS through a clear scope of coverage, short

repayment periods, enhanced information, and robust

funding requirements. The Directive has been

transposed into Spanish law through Royal Decree

2606/1996, as amended by Royal Decree 1041/2021.

To ensure the protection of depositors, DGS collect

financial resources through contributions from their

members, which must be paid at least annually. These

annual contributions are determined based on the

number of covered deposits and the risk profile of the

institutions affiliated with the DGS. The methodology for

calculating contributions is set out in the EBA Guidelines

(EBA/GL/2023/02).

In June 2025, the Council and the European Parliament

reached a political agreement, which still needs to be

finalized at a technical level as a prerequisite for its final

formal approval.

Within the sustainability field from a prudential

perspective, the implementation of the CRR 3/CRD VI

package has progressed, introducing specific

requirements to integrate environmental, social and

governance (ESG) risks into the prudential framework.

With the aim of assessing whether a specific prudential

treatment is warranted, the CRR establishes three

mandates: to assess the availability of ESG risk data; to

evaluate the effective risk profile of exposures affected

by environmental or social factors; and to analyse the

potential effects on financial stability of differentiated

prudential treatment, with a view to possible legislative

proposals by 31 December 2026.

In addition, the CRR 3/CRD VI package introduces

disclosure requirements on ESG risks, reporting of ESG

risk exposures to competent authorities, and an

obligation for institutions to develop specific plans for

managing financial risks arising from ESG factors,

including those related to transition trends.

16

In this context, the EBA published in January 2025 the

Guidelines on the Management of ESG Risks, fulfilling

the CRD VI mandate to structurally integrate ESG risks

into the European prudential framework. These

Guidelines set out minimum standards and reference

methodologies for the identification, measurement,

management and monitoring of ESG risks, as well as

their proper integration into internal governance

processes, risk appetite frameworks and strategic

planning. The Guidelines also specify minimum

requirements for the development of transition plans,

which must include metrics, quantifiable targets and

time-bound milestones aligned with institutions’

sustainability strategies and prudential requirements.

Their application will be mandatory from 11 January

2026, consolidating a prudential framework that

strengthens the systematic consideration of ESG risks in

supervisory and risk management processes.

At the international level, the Basel Committee on

Banking Supervision (BCBS) has continued to advance

work on ESG-related standards. In June 2025, the

Committee published a voluntary framework for the

disclosure of climate-related financial risks, aimed at

guiding internationally active banks in the provision of

qualitative and quantitative information on their

exposures to physical and transition risks. The

framework acknowledges the still nascent state of

climate data availability, consistency and quality, and

therefore adopts a flexible approach that allows for the

use of different metrics and methodologies. While its

adoption will depend on jurisdictional decisions, the

Committee considers this framework an important step

towards enhancing transparency and international

comparability of climate risk disclosures and intends to

monitor its implementation with a view to potential

future revisions.

In the digital field, due to the increase in international

crypto assets activities, the EU is moving forward with

the integration of Basel standards on crypto-assets

through the mandate set out in CRR 3, which will enable

the establishment of a harmonised prudential treatment

once the legislative process is completed. In fulfilment

of the CRR 3 mandate, the EBA has finalised and

published the draft Regulatory Technical Standards (RTS)

applicable to the calculation of own funds requirements

for crypto-asset exposures.

At 31 December 2025 the Bank met the minimum capital

requirements established by current legislation (see

note 50.d). Additionally, it should be noted that the

Group has filed an appeal with the Court of Justice of the

European Union (CJEU) requesting the annulment of a

decision by the European Central Bank (ECB) related to

the treatment of deferred tax assets generated at Banco

Santander Brasil, which, if resolved favourably, would

have a positive impact of approximately 20 basis points

on the Group's CET1, using the amounts at the end of the

year.

#### f) Environmental impact

In view of the business activities carried on by the Group

entities, and therefore the Bank, do  not have any

environmental liability, expenses, assets, provisions or

contingencies that might be material with respect to its

financial position or results (see note 50.a).

#### g) Customer Care Service Annual Report

As required by the Article 17 of Ministry of Economy

Order ECO/734/2004, of 11 March, on the services and

departments of Customer Service and the Customer

Ombudsmen of Financial Institutions, the annual report

will be submitted by the Head of the department to the

board meeting held on March 2026 is summarised in the

directors' report.

#### h) Deposit Guarantee Fund, National Resolution

#### Fund and Single Resolution Fund

i.

#### Deposit Guarantee Fund

Banco Santander participates in the Deposit Guarantee

Fund (DGF). The annual contribution to be made by the

entities to this fund, established by Royal Decree - Law

16/2011 of October 14, by which the DGF is created in

accordance with the wording given by the Tenth Final

Disposition of Law 11/2015 of June 18 on Recovery and

Resolution of credit institutions and investment services

companies (in force since June 20, 2015), is determined

by the Management Committee of the DGF and is

established based on the guaranteed deposits of each

entity and their risk profile. The annual contribution to be

made by the entities to this fund is determined by the

Management Committee of the FGD, and consists of the

contribution based on the guaranteed deposits of each

entity corrected for their risk profile, which includes the

phase of the economic cycle and the impact of pro-

cyclical contributions, according to section 3 of article 6

of the Royal Decree-Law 16/2011.

The purpose of the FGD is to guarantee deposits, both

monetary and in securities, in credit institutions up to the

limit set forth in the mentioned Royal Decree-Law. The

expense incurred by the contributions accrued to this

organism in the year 2025  has amounted to EUR  14

million (EUR 16 million  in the year 2024), after the

required amount by the current legislation has been

reached, which are recorded under ‘Other operating

expenses’ in the profit and loss account attached (see

note 41).

17

ii. National Resolution Fund

Law 11/2015 regulates the creation of the National

Resolution Fund, whose financial resources should

reach, by 31 December 2024, at least 1% of the amount

of secured deposits, through contributions from credit

institutions and investment firms established in Spain.

The details of the calculation of contributions to this

Fund is regulated by Commission Delegated Regulation

(EU) 2015/63 of 21 October 2014 and is calculated by

the Orderly Banking Resolution Fund, on the basis of the

information provided by each entity.

iii. Single Resolution Fund

On January 1, 2016, the Single Resolution Fund (SRF),

which was implemented by Regulation (EU) No.

806/2014 of the European Parliament and of the

Council, became operational. The rules governing the

banking union provide that banks will pay contributions

to the SRF over eight years.

The Single Resolution Board (SRB) is responsible for

calculating the contributions to be made by credit

institutions and investment firms to the SRF. These

contributions are based, as of fiscal year 2016, on: (a) a

flat-rate contribution (or base annual contribution), pro

rata with respect to the total liabilities, excluding own

funds, guaranteed deposits of all institutions authorized

in the territory of the participating member states; and

(b) a risk-adjusted contribution, which will be based on

the criteria set out in Article 103(7) of Directive 2014/59/

EU, taking into account the principle of proportionality,

without creating distortions between structures of the

banking sector of the member states. The amount of this

contribution will accrue from the 2016 financial year, on

an annual basis.

During 2025 it was confirmed that no call for

contributions to the SRF would be issued for this year, so

there has been no expenditure incurred in 2025 for

contributions made to the National Resolution Fund and

the Single Resolution Fund (as was also the case in

2024).

Likewise, in 2023 Banco Santander acquired an

Irrevocable Payment Commitment (IPC) in favor of the

Single Resolution Fund for EUR 120 million. This

commitment is guaranteed by constituting a cash

deposit of the same amount, delivered as a guarantee

that was recorded in the Balance Sheet Assets for which,

in accordance with the standard, no provision has been

recorded.

#### i) Merger by absorption

On 24 June 2025, the boards of directors of Banco

Santander, S.A. (as the absorbing company) and of URO

Property Holdings, S.A., Blecno Investments, S.L.U.,

Emisora Santander España, S.A.U. and Elevate Tech

Platforms, S.L.U. (as the absorbed companies) drew up

and executed the common draft terms of merger by

absorption.

On 12 September 2025, the Extraordinary General

Meeting of Shareholders of URO Property Holdings, S.A.

approved the merger on the terms and conditions set out

in the draft merger. Pursuant to the provisions of Articles

53.1, 54 and 55 of Royal Decree-Law 5/2023 of 28 June,

transposing European Union Directives on structural

modifications of commercial companies (“RDLME”),

approval of this merger by the general meetings (or,

where applicable, by the sole partner or sole

shareholder) of the remaining absorbed companies was

not required, as they were wholly owned by Banco

Santander, S.A. Likewise, approval by the shareholders’

meeting of Banco Santander, S.A. was not required, as it

was not requested by shareholders representing at least

1% of the share capital, in accordance with Article 55.1

of the RDLME. Consequently, the board of directors of

Banco Santander, S.A., at its meeting of 24 June 2025,

approved the common draft terms of merger, as well as

the merger contemplated therein.

Once the requisite authorisations had been obtained, on

28 January 2026 the corresponding merger deed was

executed and, upon its registration with the Commercial

Registers of Madrid and Cantabria, URO Property

Holdings, S.A., Blecno Investments, S.L.U., Emisora

Santander España, S.A.U. and Elevate Tech Platforms,

S.L.U. were dissolved and wound up without liquidation,

and the entirety of their respective assets and liabilities

was transferred en bloc, by universal succession, to

Banco Santander, S.A., which acquired them by universal

succession and without interruption. It should be noted

that, for accounting purposes, the merger was

recognised by Banco Santander, S.A. in the 2025

financial year.

As the absorbed companies were wholly owned by

Banco Santander, S.A., directly or, in the case of URO

Property Holdings, S.A., with an ownership interest of

more than 90%, in accordance with Articles 53 and 54 of

the RDLME, the Bank did not increase its share capital.

Upon the merger becoming effective on 28 January

2026, all the shares and equity interests of the absorbed

companies were fully redeemed, extinguished and

cancelled.

The merger balance sheets were deemed to be those

included in the annual accounts for the financial year

ended 31 December 2024, drawn up by the

management bodies of each of the companies

participating in the merger. The merger balance sheets

of Banco Santander, S.A., URO Property Holdings, S.A.,

Blecno Investments, S.L.U. and Emisora Santander

España, S.A.U. were duly verified by their respective

auditors.

In accordance with the applicable accounting

regulations, for accounting purposes 1 January 2025 was

set as the date from which the operations of the

absorbed companies were deemed to have been carried

out by Banco Santander, S.A.

18

Furthermore, the transaction constitutes a merger as

regulated in Article 76.1(c) of Law 27/2014 of 27

November on Corporate Income Tax (“LIS”). In

accordance with Article 89.1 of the LIS, the merger was

subject to the tax regime set out in Chapter VII of Title VII

and in the Second Additional Provision of the LIS, as well

as in Articles 19.2.1 and 45, paragraph I.B.10, of the

Consolidated Text of the Law on Transfer Tax and Stamp

Duty, approved by Royal Legislative Decree 1/1993 of 24

September. The information required under Article 86.1

of the aforementioned Law in relation to the merger is

included in these annual accounts (Annex VI).

Set out below are the balance sheets of the absorbed

companies as at 31 December 2024:

URO PROPERTY HOLDINGS, S.A. - (Thousand euros)

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| ASSETS | 2024 | EQUITY AND  LIABILITIES | 2024 |
| NON-CURRENT  ASSETS | 1,402,337 | EQUITY | 108,063 |
| Investment property | 1,340,383 | OWN FUNDS | 108,063 |
| Long-term financial  investments | 29,623 | Share capital | 8,998 |
| Deferred tax assets | 32,331 | Share premium | 417,179 |
|  |  | Reserves | 269,608 |
|  |  | Treasury shares | (14) |
|  |  | Profit/(loss) from  prior years | (525,965) |
|  |  | Other contributions  from shareholders | 5,900 |
|  |  | Profit/(loss) for the  year | (67,643) |
|  |  | NON-CURRENT  LIABILITIES | 1,482,856 |
|  |  | Long-term  borrowings | 13,391 |
|  |  | Long-term  borrowings from  group companies  and associates | 1,416,644 |
|  |  | Long-term accruals  and deferred  income | 52,821 |
| CURRENT ASSETS | 323,790 | CURRENT  LIABILITIES | 135,208 |
| Trade and other  receivables | 1,009 | Short-term  provisions | 107,721 |
| Short-term financial  investments | 190,398 | Short-term  borrowings | 7 |
| Short-term  investments in group  companies and  associates | 148 | Short-term  borrowings from  group companies  and associates | 15,463 |
| Cash and cash  equivalents | 132,235 | Trade and other  payables | 1,622 |
|  |  | Short-term accruals  and deferred  income | 10,395 |
| TOTAL ASSETS | 1,726,127 | TOTAL EQUITY AND  LIABILITIES | 1,726,127 |

BLECNO INVESTMENT, S.L.U. - (Thousand euros)

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| ASSETS | 2024 | EQUITY AND  LIABILITIES | 2024 |
| NON-CURRENT  ASSETS | 225,515 | EQUITY | 172,932 |
| Investment property | 223,639 | OWN FUNDS | 172,932 |
| Long-term financial  investments | 1,876 | Share capital | 22,243 |
|  |  | Share premium | 149,405 |
|  |  | Reserves | 4,449 |
|  |  | Profit/(loss) for the  year | (3,165) |
|  |  | NON-CURRENT  LIABILITIES | 2,178 |
|  |  | Long-term  borrowings | 2,178 |
| CURRENT ASSETS | 7,153 | CURRENT  LIABILITIES | 57,558 |
| Trade and other  receivables | 42 | Short-term  borrowings from  group companies  and associates | 36,882 |
| Cash and cash  equivalents | 7,111 | Trade and other  payables | 995 |
|  |  | Short-term accruals  and deferred income | 19,681 |
| TOTAL ASSETS | 232,668 | TOTAL EQUITY AND  LIABILITIES | 232,668 |

EMISORA SANTANDER ESPAÑA, S.A.U. - (Thousand

euros)

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| ASSETS | 2024 | EQUITY AND  LIABILITIES | 2024 |
| NON-CURRENT  ASSETS | 10 | EQUITY | 1,639 |
| Deferred tax assets | 10 | OWN FUNDS | 1,639 |
|  |  | Share capital | 1,653 |
|  |  | Reserves | 284 |
|  |  | Profit/(loss) from prior  years | (319) |
|  |  | Profit/(loss) for the  year | 21 |
| CURRENT ASSETS | 1,656 | CURRENT LIABILITIES | 27 |
| Short-term  investments in  group companies  and associates | 10 | Trade and other  payables | 27 |
| Cash and cash  equivalents | 1,646 |  |  |
| TOTAL ASSETS | 1,666 | TOTAL EQUITY AND  LIABILITIES | 1,666 |

19

ELEVATE TECH PLATFORMS, S.L.U.-(Thousand euros)

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| ASSETS | 2024 | EQUITY AND  LIABILITIES | 2024 |
| NON-CURRENT  ASSETS | 994 | EQUITY | 1,024 |
| Long-term  investments in  group companies  and associates | 991 | OWN FUNDS | 1,024 |
| Deferred tax assets | 3 | Share capital | 3 |
|  |  | Profit/(loss) from prior  years | (3,155) |
|  |  | Other contributions  from shareholders | 2,350 |
|  |  | Profit/(loss) for the  year | 1,826 |
| CURRENT ASSETS | 30 | CURRENT LIABILITIES | — |
| Short-term  investments in  group companies  and associates | 2 |  |  |
| Cash and cash  equivalents | 28 |  |  |
| TOTAL ASSETS | 1,024 | TOTAL EQUITY AND  LIABILITIES | 1,024 |

In accordance with the provisions of the applicable

regulations, as a result of the accounting record of the

aforementioned merger by absorption transaction

carried out by the Bank in the financial year 2024, an

increase in the Bank's voluntary reserves in that year

amounted to 166 million euros was evident due to the

decline in the participation of the companies acquired

(see note 29).

#### j) Events after the reporting period

On 9 January 2026, after obtaining the necessary

regulatory approvals and fulfilling the conditions for

closing, the Group completed the sale of 49% of the

share capital of Santander Bank Polska S.A. and 50% of

the share capital of Santander Towarzystwo Funduszy

Inwestycyjnych S.A. (TFI, the asset management

business in Poland) to Erste Group Bank AG for a total

cash amount of approximately EUR 7,000 million.

Santander holds the 9.7% of Santander Polska's share

capital.

The transaction resulted in the loss of effective control

over the entity, and therefore, effective as of 9 January

2026, Santander Bank Polska S.A. has been reclassified

to the portfolio of equity instruments measured at fair

value through other comprehensive income as from that

date.

Additionally, on 3 February 2026, Banco Santander, S.A.

('Santander') announced that it had reached an

agreement to acquire Webster Financial Corporation

('Webster'), the parent company of Webster Bank, N.A.,

for approximately USD  12,200 million (around EUR

10,300 million). Webster shareholders will receive USD

48.75 in cash and 2.0548 Santander shares for each

Webster share, resulting in a total consideration of USD

75 per Webster share. Completion of the transaction is

expected to take place in the second half of 2026 subject

to the customary conditions for this type of operations,

including obtaining the relevant regulatory approvals

and the approvals of both Webster's and Santander's

shareholders.

2. Accounting policies

The following accounting principles, policies and

measurement criteria have been applied in the

preparation of the financial statements:

#### a) Foreign currency transactions

Banco Santander’s functional and presentation currency

is the euro.   Therefore, all balances and transactions

denominated in currencies other than the euro are

deemed to be denominated in foreign currency.

The balances in the financial statements  whose

functional currency is not the euro are translated to

euros as follows:

• Assets and liabilities, at the closing rates.

• Income and expenses, at the average exchange rates

for the year.

• Equity items, at the historical exchange rates.

In general, balances denominated in foreign currencies,

including those branches in countries outside the

Monetary Union, have been converted to euros using the

official average exchange rates of the Spanish spot

currency market (through the US dollar's quotation on

local markets, for non-monetary currencies listed on the

Spanish market) at the end of each fiscal year.

20

The exchange differences arising on the translation of

foreign currency balances to the functional currency are

generally recognised at their net amount under

'Exchange differences, net' in the  income statement,

except for exchange differences arising on financial

instruments at fair value through profit or loss, which

are recognised in the  income statement without

distinguishing them from other changes in fair value,

and for exchange differences arising on non-monetary

items measured at fair value through equity, which are

recognised under 'Other comprehensive income–Items

that may be reclassified to profit or loss–Exchange

differences' except for exchange differences on equity

instruments, where the option to irrevocably elect to be

measured at fair value through changes in accumulated

other comprehensive income, which are recognised in

accumulated 'Other Comprehensive Income - Items not

to be reclassified to profit or loss - Changes in fair value

of equity instruments measured at fair value' through

other comprehensive income (see note 25).

b) Investments in subsidiaries, joint ventures and

#### associates

Group entities are those over which the Bank has the

capacity to exercise control; capacity which is generally

but not exclusively manifested by the direct or indirect

ownership of at least 50% of the voting rights of the

investees or, even if this percentage is lower or zero, if,

as in the case of agreements with their shareholders, the

Bank is granted such control.

Control is understood to be the power to direct the

financial and operating policies, by law, by statute or by

agreement, of an entity in order to obtain benefits from

its activities.

Joint ventures are deemed to be entities that are not

subsidiaries but which are jointly controlled by two or

more unrelated entities. This is evidenced by contractual

arrangements whereby two or more parties have

interests in entities so that decisions about the relevant

activities require the unanimous consent of all the

parties sharing control.

Associates are entities over which Banco Santander is in

a position to exercise significant influence, but not

control or joint control. It is presumed that Banco

Santander exercises significant influence if it holds 20%

or more of the voting power of the investee.

The shareholdings in group, multi-group and associated

entities, are presented on the balance sheet at their net

acquisition cost of any impairments that, where relevant,

those shares may have suffered.

Where there is evidence of impairment of these shares,

the amount of such deterioration is equivalent to the

difference between their recoverable amount and their

book value. Impairment losses are recorded under the

heading ‘Impairment or reversal of impairment of

investments in subsidiaries, joint ventures and

associates’ in the profit and loss account.

Appendices I and II contain significant information on

these companies. In addition, note 13 provides

information on the most significant acquisitions and

disposals in 2025 and 2024.

#### c) Classification of financial instruments

A financial instrument is any contract that gives rise to a

financial asset of one entity and a financial liability or an

equity instrument of another entity.

The following transactions are not treated for accounting

purposes as financial instruments:

• Investments in  subsidiaries, associates and joint

venture when accounted for using the equity method

in accordance with IAS 28   (see note 13).

• Rights and obligations under employee benefit plans

recognized in accordance with IAS 19  (see note 23).

• Contracts and obligations relating to employee

remuneration based on own equity instruments

accounted for in accordance with IFRS 2   (see

note 30).

i. Classification of financial assets for measurement purposes

Financial assets are classified into the various categories

used for management and measurement purposes,

unless they have to be presented as 'Non-current assets

held for sale' or they relate to 'Cash, cash balances at

central banks and other deposits on demand', 'Changes

in the fair value of hedged items in portfolio hedges of

interest rate risk (asset side)', 'Hedging derivatives and

Investments', which are reported separately.

Classification of financial instruments: the classification

criteria for financial assets depends on the business

model for their management and the characteristics of

their contractual flows.

Banco Santander´s business models refer to the way in

which it manages its financial assets to generate cash

flows. In defining these models , the Bank takes into

account the following factors:

• How key entity staff are assessed and reported on

the performance of the business model and the

financial assets held in the business model.

• The risks that affect the performance of the business

model (and the financial assets held in the business

model) and, specifically, the way in which these risks

are managed.

• The way in which business managers are

remunerated.

• The frequency, the calendar and volume of sales in

previous years, as well as expectations of future

sales and the reasons of the sales.

21

The analysis of the characteristics of the contractual cash

flows of financial assets requires an assessment of the

congruence of these flows with a basic loan agreement.

Banco Santander determines if the contractual cash

flows of its financial assets that are only principal and

interest payments on the outstanding principal amount

at the beginning of the transaction. This analysis takes

into consideration four factors (performance, contractual

clauses, contractually linked products and currencies).

Furthermore, among the most significant judgements

used by  Banco Santander  in carrying out this analysis,

the following ones are included:

• The return on the financial asset, in particular in

cases of periodic interest rate adjustments where the

term of the reference rate does not coincide with the

frequency of the adjustment. In these cases, an

assessment is made to determine whether or not the

contractual cash flows differ significantly from the

flows without this change in the time value of

money, establishing a tolerance level of 5%.

• When contractual clauses that may modify the cash

flows of the financial asset exist, the structure of the

cash flows before and after the activation of such

clauses is analysed, regardless of the probability of

occurrence of the contingent event. The evaluation of

contractual flows of financial assets with

characteristics associated with ESG (Environmental,

Social and Governance) is included in this analysis.

• Financial assets whose cash flows have different

priority for payment due to a contractual link to

underlying assets (e.g. securitization instruments or

similar structures) require a look-through analysis by

the Bank  so as to review that both the financial asset

and the underlying assets are only principal and

interest payments and that the exposure to credit

risk of analyzed segment does not exceed the

average exposure of the underlying assets of the

instrument.

Depending on these factors, the financial assets classify

for measurement as: (i) at amortised cost, (ii) at fair

value with changes in other comprehensive income or

(iii) at fair value with changes through profit and loss.

Bank of Spain Circular 4/2017 also establishes an option

to irrevocably designate an instrument at fair value with

changes in profit or loss, when doing so eliminates or

significantly reduces a measurement or recognition

inconsistency (sometimes referred to as 'accounting

asymmetry') that would otherwise arise from measuring

assets or liabilities or recognising gains and losses on

different bases.

Banco Santander  uses the following criteria for the

classification of the financial debt instruments:

• Amortised cost: financial instruments managed

under a business model whose objective is to hold

the financial assets to collect contractual principal

and interest flows. This category includes

instruments for which there are no frequent or

significant unjustified sales and fair value is not a key

element in the management of these assets and

contractual conditions they give rise to cash flows on

specific dates, which are only payments of principal

and interest on the outstanding principal amount. In

this sense, justified sales are considered to be those

related to an (i) increase in the credit risk of the

asset, (ii) unanticipated funding needs (stress case

scenarios) and (iii) those close to maturity .

Additionally, the characteristics of its contractual

flows represent substantially a 'basic financing

agreement'.

• Fair value with changes in other comprehensive

income: financial instruments held in a business

model whose objective is to collect principal and

interest cash flows and the sale of these assets,

where fair value is a relevant factor in their

management. Additionally, the contractual cash flow

characteristics substantially represent a 'basic

financing agreement'.

• Fair value with changes in profit or loss: financial

instruments included in a business model different

from the above, where fair value is a key element in

the management of these assets, and the contractual

flows of the financial instruments do not

substantially represent a 'basic financing

agreement'. In this section it can be enclosed the

portfolios classified under 'Financial assets held for

trading', 'Non-trading financial assets mandatorily at

fair value through profit or loss' and 'Financial assets

at fair value through profit or loss'. In this regard,

most of the financial assets presented in the

category of 'Financial assets designated at value

reasonable with change in results' are instruments

financial services that, not being part of the portfolio

of negotiation, are contracted jointly with other

financial instruments that are recorded in the

category of 'held for trading', and that by both are

recorded at fair value with changes in results, so your

record in any other category would produce

accounting asymmetries.

Equity instruments will be classified at fair value under

Bank of Spain Circular 4/2017 with changes in profit or

loss, unless  the Bank, decides, for non-trading assets, to

classify them at fair value with changes in other

comprehensive income (irrevocably) at initial

recognition.

22

ii. Classification of financial assets for presentation purposes

Financial assets are classified by nature into the

following items in the balance sheet:

• Cash, cash balances at Central Banks and other

deposits on demand: cash balances and balances

receivable on demand relating to deposits with

central banks and other credit institutions.

• Loans and advances: includes the debit balances of

all credit and loans granted by the Bank, other than

those represented by securities or securitized, as

well as the finance lease receivables and other debit

balances of a financial nature in favour of the Bank,

such as cheques drawn on credit institutions,

balances receivable from clearing houses and

settlement agencies for transactions on the stock

exchange and organised markets, bonds given in

cash, capital calls, fees and commissions receivable

for financial guarantees and debit balances arising

from transactions not originating in banking

transactions and services, such as the collection of

rentals and similar items. They are classified, on the

basis of the institutional sector to which the debtor

belongs, into:

– Central banks: credit of any nature, including

deposits and money market transactions

received from the Bank of Spain or other central

banks.

– Credit institutions: credit of any nature, including

deposits and money market transactions, in the

name of credit institutions.

– Customers: includes the remaining credit,

including money market transactions through

central counterparties.

• Debt securities: bonds and other securities that

represent a debt for their issuer, that that accrue

interest or equivalent returns implemented in

securities or in book entries.

• Equity instruments: financial instruments issued by

other entities, such as shares, which have the nature

of equity instruments for the issuer, other than

investments in subsidiaries, joint ventures or

associates. Investment fund units are included in this

item.

• Derivatives: includes the fair value in favour of the

Bank of derivatives which do not form part of hedge

accounting, including embedded derivatives

separated from hybrid financial instruments.

• Repurchase agreements and reverse repurchase

agreements: Purchases of financial instruments

under a non-optional resale (repurchase) agreement

at a fixed price (repos) are recognised in the

consolidated balance sheet as financing granted,

based on the nature of the debtor, under 'Loans and

advances with central banks', 'Loans and advances to

credit institutions' or 'Loans and advances to

customers. Differences between the purchase and

sale prices are recognised as interest over the

contract term.

• Changes in the fair value of hedged items in portfolio

hedges of interest rate risk: this item is the balancing

entry for the amounts credited to the income

statement in respect of the measurement of the

portfolios of financial instruments which are

effectively hedged against interest rate risk through

fair value hedging derivatives.

• Hedging derivatives: Includes the fair value in favour

of the Bank derivatives, including embedded

derivatives separated from hybrid financial

instruments, designated as hedging instruments in

hedge accounting.

iii. Classification of financial liabilities for measurement purposes

Financial liabilities are initially classified into the various

categories used for management and measurement

purposes, unless they have to be presented as 'Liabilities

associated with non-current assets held for sale' or they

relate to 'Hedging derivatives' or the changes in the fair

value of hedged items in portfolio hedges of interest rate

risk (liability side), which are reported separately.

In most cases, changes in the fair value of financial

liabilities designated at fair value through profit or loss,

caused by the entity's credit risk, are recognized in other

comprehensive income, unless this treatment results in

an accounting asymmetry, in which case the full effect is

recognized in the profit or loss for the period.

Financial liabilities are included for measurement

purposes in one of the following categories:

• Financial liabilities held for trading (at fair value

through profit or loss): this category includes

financial liabilities incurred for the purpose of

generating a profit in the near term from fluctuations

in their prices, financial derivatives not designated in

accounting hedging relationships, and financial

liabilities arising from the outright sale of financial

assets temporarily acquired or received on loan

(short positions).

23

• Financial liabilities designated at fair value through

profit or loss: financial liabilities are included in this

category when they provide more relevant

information, either because this eliminates or

significantly reduces recognition or measurement

inconsistencies (accounting mismatches) that would

otherwise arise from measuring assets or liabilities

or recognising the gains or losses on them on

different bases, or because a group of financial

liabilities or financial assets and liabilities is

managed and its performance is evaluated on a fair

value basis, in accordance with a documented risk

management or investment strategy, and

information about the group is provided on that basis

to the Bank's  key management personnel.

Liabilities may only be included in this category on

the date when they are incurred or originated.

• Financial liabilities at amortised cost: financial

liabilities, irrespective of their instrumentation and

maturity, not included in any of the above-

mentioned categories which arise from the ordinary

borrowing activities carried on by financial

institutions.

iv. Classification of financial liabilities for

#### presentation purposes

Financial liabilities are classified by nature into the

following items in the  balance sheet:

• Deposits: includes all repayable balances received in

cash by  the Bank, other than those instrumented as

marketable securities and those having the

substance of subordinated liabilities (amount of the

loans received, which for credit priority purposes are

after common creditors), except for the debt

instruments issued. This item also includes cash

bonds and cash consignments received the amount

of which may be invested without restriction.

Deposits are classified on the basis of the creditor’s

institutional sector into:

– Central banks: deposits of any nature, including

credit received and money market transactions

received from the Bank of Spain or other central

banks.

– Credit institutions: deposits of any nature,

including credit received and money market

transactions in the name of credit institutions.

– Customer: includes the remaining deposits,

including money market transactions through

central counterparties.

• Marketable debt securities: includes the amount of

bonds, debentures and other debt represented by

marketable securities, other than those having the

substance of subordinated liabilities (amount of the

loans received, which for credit priority purposes are

after common creditors, and includes the amount of

the financial instruments issued by the Bank which,

having the legal nature of capital, do not meet the

requirements to qualify as equity, such as certain

preferred shares issued). This item includes the

component that has the consideration of financial

liability of the securities issued that are compound

financial instruments.

▪ Derivatives: includes the fair value, with a negative

balance for Banco Santander, separated from the

host contract, which do not form part of hedge

accounting.

• Short positions: includes the amount of financial

liabilities arising from the outright sale of financial

assets acquired under reverse repurchase

agreements or borrowed.

▪ Other financial liabilities: includes the amount of

payment obligations having the nature of financial

liabilities not included in other items (includes,

among others, the balance of lease liabilities

recognized in accordance with IFRS 16), and

liabilities under financial guarantee contracts, unless

they have been classified as non-performing.

▪ Repurchase agreements and reverse repurchase

agreements: Sales of financial instruments under a

non-optional resale (repurchase) agreement at a

fixed price (repos) are recognised in the consolidated

balance sheet as financing received, based on the

nature of the creditor, under 'Deposits from central

banks', 'Deposits from credit institutions' or

'Customer deposits'. Differences between the

purchase and sale prices is recorded as interest

accrued over the life of the contract, using the

effective interest rate method..

• Changes in the fair value of hedged items in portfolio

hedges of interest rate risk: this item is the balancing

entry for the amounts charged to the income

statement in respect of the measurement of the

portfolios of financial instruments which are

effectively hedged against interest rate risk through

fair value hedging derivatives.

▪ Hedging derivatives: includes the fair value of the

Bank’s liability in respect of derivatives, including

embedded derivatives separated from hybrid

financial instruments, designated as hedging

instruments in hedge accounting.

24

▪ The preference shares contingently convertible into

ordinary shares eligible as Additional Tier 1 capital

(PPCC) -perpetual shares, which may be repurchased

by the issuer in certain circumstances, the interest on

which is discretionary, and would convert into

variable number of newly issued ordinary shares if

the capital ratio of the Bank or its consolidated group

falls below a given percentage (trigger event), as

those two terms are defined in the related issue

prospectuses are recognised for accounting purposes

by the Bank as compound instruments in accordance

with IAS 32. The liability component reflects the

issuer’s obligation to deliver a variable number of

shares and the equity component reflects the issuer’s

discretion in relation to the payment of the related

coupons. In order to effect the initial allocation, the

Bank estimates the fair value of the liability as the

amount that would have to be delivered if the trigger

event were to occur immediately and, accordingly,

the equity component, calculated as the residual

amount, is zero. In view of the aforementioned

discretionary nature of the payment of the coupons,

they are deducted directly from equity.

▪ Capital perpetual preference shares (PPCA), with the

possibility of purchase by the issuer in certain

circumstances, whose remuneration is discretionary,

and which will be amortised permanently, totally or

partially, in the event that the bank or its

consolidated group submits a capital ratio lesser

than a certain percentage (trigger event), as defined

in the corresponding prospectuses, are accounted for

by the Bank as equity instruments.

▪ Derivatives embedded in other financial instruments

or in other host contracts are accounted for

separately as derivatives if their risks and

characteristics are not closely related to those of the

host contracts, provided that the host contracts are

not classified as financial assets/liabilities

designated at fair value through profit or loss or as

'Financial assets/liabilities held for trading'.

#### d) Measurement of financial assets and liabilities

#### and recognition of fair value changes

In general, financial assets and liabilities are initially

recognised at fair value which, in the absence of

evidence to the contrary, is deemed to be the transaction

price.

In this regard, Bank of Spain Circular 4/2017  states that

regular way purchases or sales of financial assets shall

be recognised and derecognised on the trade date or on

the settlement date.  Banco Santander has opted to make

such recognition on the trading date or settlement date,

depending on the convention of each of the markets in

which the transactions are carried out. For example, in

relation to the purchase or sale of debt securities or

equity instruments traded in the Spanish market,

securities market regulations stipulate their effective

transfer at the time of settlement and, therefore, the

same time has been established for the accounting

record to be made.

The fair value of instruments not measured at fair value

through profit and loss is adjusted by transaction costs.

Subsequently, and on the occasion of each accounting

close, they are valued in accordance with the following

criteria:

i.

#### Measurement of financial assets

Financial assets are measured at fair value are valued

mainly at their fair value without deducting any

transaction cost for their sale.

The fair value of a financial instrument on a given date is

taken to be the price that would be received to sell an

asset or paid to transfer a liability in an orderly

transaction between market participants. The most

objective and common reference for the fair value of a

financial instrument is the price that would be paid for it

on an active, transparent and deep market (quoted price

or market price).  At 31 December 2025, there were no

significant investments in quoted financial instruments

that had ceased to be recognised at their quoted price

because their market could not be deemed to be active.

If there is no market price for a given financial

instrument, its fair value is estimated on the basis of the

price established in recent transactions involving similar

instruments and, in the absence thereof, of valuation

techniques commonly used by the international financial

community, taking into account the specific features of

the instrument to be measured and, particularly, the

various types of risk associated with it.

All derivatives are recognised in the balance sheet at fair

value from the trade date. If the fair value is positive,

they are recognised as an asset and if the fair value is

negative, they are recognised as a liability. The fair value

on the trade date is deemed, in the absence of evidence

to the contrary, to be the transaction price. The changes

in the fair value of derivatives from the trade date are

recorded in the   income statement. Specifically,   the fair

value of financial derivatives traded in organised

markets included in the portfolios of financial assets or

liabilities held for trading is deemed to be their daily

quoted price and if, for exceptional reasons, the quoted

price cannot be determined on a given date, these

financial derivatives are measured using methods similar

to those used to measure derivatives.

25

The fair value of derivatives is taken to be the sum of the

future cash flows arising from the instrument,

discounted to present value at the date of measurement

(present value or theoretical close) using valuation

techniques commonly used by the financial markets: net

present value, option pricing models and other methods.

The amount of debt securities and loans and advances

under a business model whose objective is to collect the

principal and interest flows are valued at their amortised

cost, as long as they comply with the 'SPPI' (Solely

Payments of Principal and Interest) test, using the

effective interest rate method in their determination.

Amortised cost refers to the acquisition cost of a

corrected financial asset or liability (more or less, as the

case may be) for repayments of principal and the part

systematically charged to the income statement of the

difference between the initial cost and the

corresponding reimbursement value at expiration. In the

case of financial assets, the amortised cost includes, in

addition, the corrections to their value due to the

impairment. In the loans and advances covered in fair

value hedging transactions, the changes that occur in

their fair value related to the risk or the risks covered in

these hedging transactions are recorded.

The effective interest rate is the discount rate that

exactly matches the carrying amount of a financial

instrument to all its estimated cash flows of all kinds

over its remaining life.

For fixed rate financial instruments, the effective interest

rate coincides with the contractual interest rate

established on the acquisition date plus, where

applicable, the fees and transaction costs that, because

of their nature, form part of their financial return. In the

case of floating rate financial instruments, the effective

interest rate coincides with the rate of return prevailing

in all connections until the next benchmark interest reset

date.

Equity instruments and contracts related with these

instruments are measured at fair value. However, in

certain circumstances the Bank  estimates cost value as a

suitable estimate of the fair value. This can happen if the

recent event available information is not enough to

measure the fair value or if there is a broad range of

possible measures and the cost value represents the

best estimates of fair value within this range.

The amounts at which the financial assets are recognised

represent, in all material respects,  the Bank´s  maximum

exposure to credit risk at each reporting date. Also Banco

Santander has received collateral and other credit

enhancements to mitigate its exposure to credit risk,

which consist mainly of mortgage guarantees, cash

collateral, equity instruments and personal security,

assets leased out under finance lease and full-service

lease agreements, assets acquired under repurchase

agreements, securities loans and credit derivatives.

ii.

#### Measurement of financial liabilities

In general, financial liabilities are measured at amortised

cost, as defined above, except for those included under

'Financial liabilities held for trading' and 'Financial

liabilities designated at fair value through profit or loss'

and financial liabilities designated as hedged items (or

hedging instruments) in fair value hedges, which are

measured at fair value. The changes in credit risk arising

from financial liabilities designated at fair value through

profit or loss are recognised in accumulated other

comprehensive income, unless they generate or increase

an accounting mismatch, in which case changes in the

fair value of the financial liability in all respects are

recognised in the income statement.

#### iii.

#### Valuation techniques

The financial instruments at fair value determined on the

basis of published price quotations in active markets

(level 1) include government debt securities, private-

sector debt securities, derivatives traded in organised

markets, securitised assets, shares, short positions and

fixed-income securities issued.

In cases where price quotations cannot be observed,

management makes its best estimate of the price that

the market would set, using its own internal models,

described in note 48. In most cases, these internal

models use data based on observable market

parameters as significant inputs (level 2) and, in cases,

they use significant inputs not observable in market data

(level 3). In order to make these estimates, various

techniques are employed, including the extrapolation of

observable market data. The best evidence of the fair

value of a financial instrument on initial recognition is

the transaction price, unless the fair value of the

instrument can be obtained from other market

transactions performed with the same or similar

instruments or can be measured by using a valuation

technique in which the variables used include only

observable market data, mainly interest rates.

iv. Recognition of fair value changes

As a general rule, changes in the carrying amount of

financial assets and liabilities are recognised in the

income statement. A distinction is made between the

changes resulting from the accrual of interest and

similar items, (which are recognised under Interest

income or Interest expense, as appropriate), and those

arising for other reasons, which are recognised at their

net amount under 'Gains/losses on financial assets and

liabilities'.

26

Adjustments due to changes in fair value arising from:

• 'Financial assets at fair value with changes in other

comprehensive income' are recorded temporarily, in

the case of debt instruments in 'Other comprehensive

income - Elements that can be reclassified to profit or

loss - Financial assets at fair value with changes in

other comprehensive income', while in the case of

equity instruments are recorded in 'other

comprehensive income - Elements that will not be

reclassified to line item - Changes in the fair value of

equity instruments valued at fair value with changes in

other comprehensive income'.

Exchange differences on debt instruments measured at

fair value with changes in other comprehensive income

are recognised under 'Exchange Differences, net' of the

income statement. Exchange differences on equity

instruments, in which the irrevocable option of being

measured at fair value with changes in other

comprehensive income has been chosen, are

recognised in 'Other comprehensive income - Items

that will not be reclassified to profit or loss - Changes

in the fair value of equity instruments measured at fair

value with changes in other comprehensive income'.

• Items charged or credited to 'Items that may be

reclassified to profit or loss – Financial assets at fair

value through other comprehensive income' and

'Other comprehensive income – Items that may be

reclassified to profit or loss – Exchange differences in

equity' remain in the Bank´s  equity until the asset

giving rise to them is impaired or derecognised, at

which time they are recognised in the income

statement.

• Unrealized capital gains on financial assets at fair

value through other comprehensive income classified

as 'Non-current assets held for sale' because they form

part of a disposal group or a discontinued operation

that  are recorded in the equity balancing entry 'Other

accumulated comprehensive income - Items that can

be reclassified in income - Non-current assets as held

for sale.

v. Hedging transactions

The objective of hedge accounting is to represent in the

financial statements the effect of an entity's risk

management activities when it uses financial

instruments to manage exposures arising from specific

risks that could affect profit or loss or other

comprehensive income (in the case of investments in

equity instruments for which the entity has opted to

represent changes in the fair value of other

comprehensive income).

As described in Note 1.b, the Group has adopted IFRS 9

for hedge accounting prospectively, while continuing to

apply IAS 39 for fair value hedges in portfolios where the

hedged risk is interest rate risk. This change has not

resulted in any modifications to the accounting

treatment of hedges designated under IAS 39, which

remain unchanged in both their designation and

accounting treatment

For a hedging relationship to meet the requirements set

out in Bank of Spain Circular 4/2017, it must meet the

following conditions:

1. Instruments that can be designated as hedging

instruments include all derivative financial

instruments or non-derivative financial instruments

measured at fair value through profit or loss, or a

combination thereof. In the case of foreign exchange

risk hedges, any type of non-derivative financial

instrument can also be designated, regardless of its

measurement method.

2. Items that can be designated as covered items are all

those that are recognized assets or liabilities, firm

commitments, highly probable anticipated

transactions, and net investments abroad.

3. At the start of coverage, a formal designation and

documentation of the hedging relationship must be

made, which will include the entity's risk management

strategy and objective, identification of the hedging

instrument and the covered item, the nature of the

covered risk, the methodology for measuring

effectiveness, which includes an analysis of the

sources of ineffectiveness, and the coverage ratio.

The main sources of ineffectiveness based on the risk

covered are:

a. Interest rate risk: mismatches in time horizons,

principal, repricing and payment dates, time value

of options, modifications in the hedged item or the

hedging instrument.

b. Exchange rate risk: in addition to the above, the

difference between the interest rates of the two

currencies that represents the net cost or benefit of

switching cash flows between two currencies with

different interest rates.

4. The hedging relationship must be effective, for which

there must be an economic relationship between the

hedged item and the hedging instrument, credit risk

must not have a dominant effect on changes in the

value of the economic relationship between the

hedging instrument and the hedged item, and the

hedging ratio must coincide with that used by the

entity in its management.

27

The Group assesses these effectiveness requirements, at

the time of designation and on each submission date,

through:

• The economic relationship between the hedged item

and the hedging instrument is demonstrated through a

qualitative test, and in the event of non-compliance,

through quantitative tests that compare the market

value of the hedged items—corresponding to the

hedged risk—and the hedging instruments. Likewise, a

quantitative analysis of variations in the market values

of the hedging instrument and the hedged item is

performed prospectively.

• The hedge ratio is determined based on the proportion

between the amount of the hedged item and the

amount of the instrument actually designated by the

Group in each hedging relationship.

• The credit risk domain assessment is performed

through an analysis of the credit exposure of the

hedged items and the hedging instruments.

Accounting hedges are classified and recorded according

to the type of risk they cover, based on the following

criteria:

• Fair value hedges: These are hedges against exposure

to changes in the fair value of the hedged item,

attributable to a specific risk.

The differences arising from both the hedging

instruments and the hedged items (due to the hedged

risk) are recognized directly in the profit and loss

account.

When the fair value hedge is discontinued, the

adjustments previously recorded in the hedged item are

charged to profit or loss using the effective interest rate

method recalculated at the date the hedge ceases to be

covered, and must be fully amortized at maturity.

In fair value hedges of interest rate risk of a portfolio of

financial instruments (macro hedges), regulated by IAS

39, the gains or losses arising from the valuation of the

hedging instruments are recognized directly in the  profit

and loss account, while the gains or losses due to

changes in the fair value of the hedged amount

(attributable to the hedged risk) are recognized in the

profit and loss account using as a counterpart the

headings 'Changes in the fair value of hedged items' of a

portfolio with interest rate risk hedge (asset or liability),

as appropriate.

• Cash flow hedges: These are hedges against exposure

to changes in cash flows attributable to a specific risk

associated with the hedged item.

The effective portion of the change in the value of the

hedging instrument is temporarily recorded in the

equity account 'Other accumulated comprehensive

income - Items that may be reclassified in profit or loss

- Hedging derivatives. Cash flow hedges (effective

portion)' until the hedged item affects profit or loss.

From that point onward, it will be recorded in the profit

or loss account for the same period as the hedged

item, except in cases where it is required to be included

in the cost of the non-financial asset or liability, or the

anticipated transactions are ultimately recognized as

non-financial assets or liabilities.

When cash flow hedges are discontinued, the

accumulated result of the hedging instrument

recognized in the equity heading 'Other accumulated

global result' (while the hedge was effective) will

continue to be recognized in that heading until the

hedged transaction occurs, at which time it will be

recorded in profit or loss, unless it is expected that the

transaction will not take place, in which case it is

recorded immediately in profit or loss.

• Net investment hedges of a foreign operation: This is a

hedge of the amount corresponding to the reporting

entity's share of the net assets of said operation.

The effective portion of the hedging instrument is

temporarily recorded in the equity account 'Other

accumulated comprehensive income - Items that may

be reclassified in profit or loss - Net investment

hedges' in foreign operations until the gains or losses

on the hedged item are recognized in profit or loss.

To measure ineffectiveness,the Bank  compares the

valuation of the hedging instrument with the valuation

of the hedged item based on the hedged risk, using

different methodologies such as the proxy method or the

hypothetical derivative method. The ineffective portion

of the cash flow and net investment hedge relationships

in foreign operations is recorded directly in the profit and

loss account, under the heading 'Net gains or losses

from hedge accounting'.

The Bank discontinues accounting for hedging

relationships when the hedging instrument expires, is

sold, or when the hedging relationship becomes

ineffective because it is no longer aligned with the risk

management objective. In that case, the derivative is

then treated as a trading derivative.

If a hedging relationship ceases to meet the

effectiveness requirements, but the risk management

objective remains, the Bank will assess whether to

rebalance or adjust the hedging ratio to meet the

effectiveness requirements again without discontinuing

the hedging relationship.

28

A hedging instrument is generally designated in its

entirety, as the factors contributing to its fair value are

interdependent. However, IFRS 9 allows certain parts of

a hedging instrument to be excluded from its fair value:

a. Separating the intrinsic value and the time value of an

option and designating only the intrinsic element as

the hedging instrument, which is mandatory if the

intrinsic value is designated;

b. Separating the forward and spot elements of a

forward contract and designating only the spot

element as the hedging instrument, which will be

determined for each hedging relationship. and

c. Separate the foreign currency basis spread of a

currency derivative and exclude it from the

designation of the hedging instrument, as determined

for each hedging relationship.

Separating these components will improve the

effectiveness of the hedge and allows for alternative

accounting treatment for the excluded component. This

treatment consists of recording the changes in value

under the heading 'Other accumulated comprehensive

income – Undesignated items' and recording this

component in the  profit or loss statement, depending on

the nature of the hedged item, either over a period of

time or at the time the hedged transaction occurs.

Additionally, if the entity manages the credit risk of all or

part of a financial instrument through the use of credit

derivatives, there is the option of designating a fair value

credit exposure through profit or loss, provided that the

derivative matches the name and priority of the financial

instrument being hedged. This designation may be made

at the initial recognition of the designated financial

instrument or subsequently, with the designation being

documented. From its designation, fair value variations

(for all its risks, not exclusively credit risk) will be

recorded in the profit and loss account.

#### e) Derecognition of financial assets and liabilities

The accounting treatment of transfers of financial assets

depends on the extent to which the risks and rewards

associated with the transferred assets are transferred to

third parties:

1. If the Bank  transfers substantially all the risks and

rewards to third parties unconditional -sale of

financial assets, sale of financial assets under an

agreement to repurchase them at their fair value at

the date of repurchase, sale of financial assets with a

purchased call option or written put option that is

deeply out of the money, securitisation of assets in

which the transferor does not retain a subordinated

debt or grant any credit enhancement to the new

holders, and other similar cases-, the transferred

financial asset is derecognised and any rights or

obligations retained or created in the transfer are

recognised simultaneously.

2. If the Bank  retains substantially all the risks and

rewards associated with the transferred financial

asset -sale of financial assets under an agreement to

repurchase them at a fixed price or at the sale price

plus interest, a securities lending agreement in

which the borrower undertakes to return the same or

similar assets, and other similar cases-, the

transferred financial asset is not derecognised and

continues to be measured by the same criteria as

those used before the transfer. In this case, the

following items are recognised:

a. An associated financial liability, which is

recognised for an amount equal to the

consideration received and is subsequently

measured at amortised cost, unless it meets the

requirements for classification under 'Financial

liabilities designated at fair value through profit

or loss'.

b. The income from the transferred financial asset

not derecognised and any expense incurred on

the new financial liability, without offsetting.

3. If the Bank  neither transfers nor retains substantially

all the risks and rewards associated with the

transferred financial asset -sale of financial assets

with a purchased call option or written put option

that is not deeply in or out of the money,

securitisation of assets in which the transferor

retains a subordinated debt or other type of credit

enhancement for a portion of the transferred asset,

and other similar cases- the following distinction is

made:

a. If the transferor does not retain control of the

transferred financial asset, the asset is

derecognised and any rights or obligations

retained or created in the transfer are recognised.

b. If the transferor retains control of the transferred

financial asset, it continues to recognise it for an

amount equal to its exposure to changes in value

and recognises a financial liability associated

with the transferred financial asset. The net

carrying amount of the transferred asset and the

associated liability is the amortised cost of the

rights and obligations retained, if the transferred

asset is measured at amortised cost, or the fair

value of the rights and obligations retained, if the

transferred asset is measured at fair value.

Accordingly, financial assets are only derecognised when

the rights to the cash flows they generate have expired

or when substantially all the inherent risks and rewards

have been transferred to third parties. Similarly, financial

liabilities are only derecognised when the obligations

they generate have been extinguished or when they are

acquired with the intention either to cancel them or to

resell them.

29

Regarding contractual modifications of financial assets,

the Bank distinguishes two main categories depending

on whether the new conditions result in the disposal of

the asset (and recognition of a new one) or imply the

continuation of the original instrument with the new

modified terms:

• Contractual modifications for commercial or market

reasons, which are generally carried out at the

request of the debtor to apply current market

conditions to the debt. The new contract is

considered a new transaction and, consequently, it is

necessary to derecognize the original financial asset

and recognize a new financial asset subject to the

classification and measurement requirements

established by Bank of Spain Circular 4/2017.   The

new financial asset will be recorded at fair value and,

if applicable, the difference between the carrying

amount of the asset derecognized and the fair value

of the new asset will be recognized in profit or loss.

• Modifications due to refinancing or restructuring, in

which the payment conditions are modified to allow

a customer that is experiencing financial difficulties

(current or foreseeable) to meet its payment

obligations and that, if such modification had not

been made, it would be reasonably certain that it

would not be able to meet such payment obligations.

In this case, the modification does not result in the

derecognition of the financial asset, but rather the

original financial asset is maintained and does not

require a new assessment of its classification and

measurement. When assessing credit impairment,

the current credit risk (considering the modified cash

flows) should be compared with the credit risk at

initial recognition. The gross carrying amount of the

financial asset (the present value of the renegotiated

or modified contractual cash flows that are

discounted at the original effective interest rate of

the financial asset) should be recalculated, with a

gain or loss recognized in profit or loss for the

difference.

#### f) Offsetting of financial instruments

Financial asset and liability balances are offset, i.e.

reported in the  balance sheet at their net amount, only if

the  Banco Santander currently have a legally

enforceable right to set off the recognised amounts and

intend either to settle on a net basis, or to realise the

asset and settle the liability simultaneously.

#### g) Impairment of financial assets

i. Definition

Banco Santander  associates an impairment in the value

to financial assets measured at amortised cost, debt

instruments measured at fair value with changes in

other comprehensive income, lease receivables, assets

from contracts and loan commitments and the financial

guarantees issued that are not measured at fair value

through profit or loss.

The impairment for expected credit losses is recorded

with a charge to the income statement for the period in

which the impairment arises. In the event of occurrence,

the recoveries of previously recognised impairment

losses are recorded in the income statement for the

period in which the impairment no longer exists or is

reduced.

In the case of purchased or originated credit-impaired

assets, the Bank  only recognizes at the reporting date

the changes in the expected credit losses during the life

of the asset since the initial recognition as a credit loss.

In the case of assets measured at fair value with changes

in other comprehensive income, the changes in the fair

value due to expected credit losses are charged in the

income statement of the year where the change

happened, reflecting the rest of the valuation in other

comprehensive income.

As a rule, the expected credit loss is estimated as the

difference between the contractual cash flows to be

recovered and the expected cash flows discounted using

the original effective interest rate. In the case of

purchased or originated credit-impaired assets, this

difference is discounted using the effective interest rate

adjusted by credit rating.

Depending on the classification of financial instruments,

which is mentioned in the following sections, the

expected credit losses may be along 12 months or during

the life of the financial instrument:

• 12-month expected credit losses: arising from the

potential default events, as defined in the following

sections that are estimated to be likely to occur

within the 12 months following the reporting date.

These losses will be associated with financial assets

classified as 'normal risk' as defined in the following

sections.

• Expected credit losses over the life of the financial

instrument: arising from the potential default events

that are estimated to be likely to occur throughout

the life of the financial instruments. These losses are

associated with financial assets classified as 'normal

risk under watchlist' or 'doubtful risk'.

30

With the purpose of estimating the expected life of the

financial instrument all the contractual terms have been

taken into account (e.g. prepayments, duration, purchase

options, etc.), being the contractual period (including

extension options) the maximum period considered to

measure the expected credit losses. In the case of

financial instruments with an uncertain maturity period

and a component of undrawn commitment (e.g.: credit

cards), the expected life is estimated through

quantitative analyses to determine the period during

which the entity is exposed to credit risk, also

considering the effectiveness of management

procedures that mitigate such exposure (e.g. the ability

to unilaterally cancel such financial instruments, etc.).

The following constitute effective guarantees:

a. Mortgage guarantees on housing as long as they are

first duly constituted and registered in favour of the

entity. The properties include:

i. Buildings and building elements,

distinguishing among:

– Houses.

– Offices, stores and multi-purpose

premises.

– Rest of buildings such as non-multi-

purpose premises and hotels.

ii. Urban and developable ordered land.

iii. Rest of properties that classify as: buildings

and building elements under construction,

such as property development in progress

and halted development, and the rest of land

types, such as rustic lands.

b. Collateral guarantees on financial instruments in the

form of cash deposits, debt securities or equity

instruments issued by creditworthy issuers.

c. Other types of real guarantees, including properties

received in guarantee and second and subsequent

mortgages on properties, as long as the entity

demonstrates its effectiveness. When assessing the

effectiveness of the second and subsequent

mortgages on properties the entity will implement

particularly restrictive criteria. It will take into

account, among others, whether the previous

charges are in favour of the entity itself or not and

the relationship between the risk guaranteed by

them and the property value.

d. Personal guarantees, as well as the incorporation of

new owners, covering the entire amount of the

financial instruments and implying direct and joint

liability to the entity of persons or other entities

whose solvency is sufficiently proven to ensure the

repayment of the loan on the agreed terms.

The different aspects that the  Bank considers for the

evaluation of effective guarantees are set out below in

relation to the individual analysis.

ii. Financial instruments presentation

For the purposes of estimating the impairment amount,

and in accordance with its internal policies, the Bank

classifies its financial instruments (financial assets,

commitments and guarantees) measured at amortised

cost or fair value through other comprehensive income

in one of the following categories:

• Normal Risk ('stage 1'): includes all instruments that

do not meet the requirements to be classified in the

rest of the categories.

• Normal risk under watchlist ('stage 2'): includes all

instruments that, without meeting the criteria for

classification as doubtful or default risk, have

experienced significant increases in credit risk since

initial recognition.

In order to determine whether a financial instrument has

increased its credit risk since initial recognition and is to

be classified in stage 2, the  Group and the Bank  consider

the following criteria:

|  |  |
| --- | --- |
|  |  |
| Quantitative  criteria | Changes in the risk of a default occurring through the  expected life of the financial instrument are analysed  and quantified with respect to its credit level in its  initial recognition.  With the purpose of determining if such changes are  considered as significant, with the consequent  classification into stage 2, each Group, and therefore  the Bank, unit has defined the quantitative thresholds  to consider in each of its portfolios taking into account  corporate guidelines ensuring a consistent  interpretation in all units.  Within the quantitative thresholds, two types are  considered: A relative threshold is those that compare  current credit quality with credit quality at the time of  origination in percentage terms of change. In addition,  an absolute threshold compares both references in  total terms, calculating the difference between the  two. These absolute/relative concepts are used  homogeneously (with different values) in all  geographies. The use of one type of threshold or  another (or both) is determined in accordance with the  process described in note 50, below, and is marked by  the type of portfolio and characteristics such as the  starting point of the average credit quality of the  portfolio. |
| Qualitative  criteria | In addition to the quantitative criteria indicated,  various indicators are used that are aligned with those  used by the Bank in the normal management of credit  risk. Irregular positions of more than 30 days and  renewals are common criteria applied by the Bank and  common to all the Group's  units. Also, each unit can  define other qualitative indicators, for each of its  portfolios, according to the particularities and normal  management practices in line with the policies  currently in force (i.e. use of management alerts, etc.).  The use of these qualitative criteria is complemented  with the use of an expert judgement, under the  corresponding governance. |

31

In the case of forbearances, instruments classified as

'normal risk under watchlist' may be generally

reclassified to 'normal risk' in the following

circumstances: at least two years have elapsed from the

date of reclassification to that category or from its

forbearance date, the client has paid the accrued

principal and interest balance, and the client has no

other instruments with more than 30 days past due

balances.

• Doubtful Risk ('stage 3'): includes financial

instruments, overdue or not, in which, without

meeting the circumstances to classify them in the

category of default risk, there are reasonable doubts

about their total repayment (principal and interests)

by the client in the terms contractually agreed.

Likewise, off-balance-sheet exposures whose

payment is probable and their recovery doubtful are

considered in stage 3. Within this category, two

situations are differentiated:

– Doubtful risk for non-performing loans: financial

instruments, irrespective of the client and

guarantee, with balances more than 90

consecutive days on material arrears for

principal, interest or expenses contractually

agreed.

This category also includes all loan balances for a

client  when the operations with more than 90

consecutive days on material arrears are greater

than 20% of the amounts pending collection.

These instruments may be reclassified to other

categories if, as a result of the collection of part

of the past due balances, the reasons for their

classification in this category do not remain and

the client does not have balances more than 90

consecutive days on material arrears in other

loans.

– Doubtful risk for reasons other than non-

performing loans: this category includes doubtful

recovery financial instruments that are not more

than 90 consecutive days on material arrears.

Banco Santander  considers that a financial instrument to

be doubtful for reasons other than delinquency when

one or more combined events have occurred with a

negative impact on the estimated future cash flows of

the financial instrument. To this end, the following

indicators, among others, are considered:

a) Negative net equity or decrease because of losses of

the client's net equity by at least 50% during the last

financial year.

b) Continued losses or significant decrease in revenue

or, in general, in the client's recurring cash flows.

c) Generalised delay in payments or insufficient cash

flows to service debts.

d) Significantly inadequate economic or financial

structure or inability to obtain additional financing by

the client.

e) Existence of an internal or external credit rating

showing that the client is in default.

f) Existence of overdue customer commitments with a

significant amount to public institutions or

employees.

These financial instruments may be reclassified to other

categories if, as a result of an individualised study,

reasonable doubts do not remain about the total

repayment under the contractually agreed terms and the

client does not have balances of 90 days on material

arrears .

In the case of forbearances, instruments classified as

doubtful risk may be reclassified to the category of

'normal risk under watchlist' when the following

circumstances are present: a minimum period of one

year has elapsed from the forbearance date, the client

has paid the accrued principal and interest amounts, and

the client has no other loan balances of 90 days on

material arrears.

• Default Risk: includes all financial assets, or part of

them, for which, after an individualised analysis, their

recovery is considered remote due to a notorious and

irrecoverable deterioration of their solvency.

In any case, except in the case of operations with real

guarantees that cover more than 10% of the amount of

the operation, in general the Bank considers as remote

recovery: the operations of holders that are in the

liquidation phase of the insolvency creditors, doubtful

operations due to delinquency that have been in this

category for more than 4 years and doubtful operations

due to delinquency whose part not covered by real

guarantees has been maintained with 100% credit risk

coverage for more than two years.

A financial asset amount is maintained in the balance

sheet until they are considered as a 'default risk', either

all or a part of it, and the write-off is registered against

the balance sheet.

In the case of operations that have only been partially

derecognised, for forgiveness reasons or because part of

the total balance is considered unrecoverable, the

remaining amount shall be fully classified in the

category of 'doubtful risk', except where duly justified.

The classification of a financial asset, or part of it, as a

'default risk' does not involve the disruption of

negotiations and legal proceedings to recover the

amount.

32

iii. Impairment valuation assessment

Banco Santander has policies, methods and procedures

in place to hedge its credit risk, both due to the

insolvency attributable to counterparties and its

residence in a specific country.

These policies, methods and procedures are applied in

the concession, study and documentation of financial

assets, commitments and guarantees, as well as in the

identification of their impairment and in the calculation

of the amounts needed to cover their credit risk.

The impairment represents the best estimation of the

financial assets expected credit losses at the balance

sheet date, assessed both individually and collectively.

• Individually: for the purposes of estimating the

provisions for credit risk arising from the insolvency of

a financial instrument, the Bank individually assesses

impairment by estimating the expected credit losses

on those financial instruments that are considered to

be significant and with sufficient information to make

such an estimate.

Therefore, this classification mostly includes

wholesale banking customers —Corporations,

specialised financing— as well as some of the largest

companies —Chartered and real estate developers—

from retail banking. The determination of the

perimeter in which the individualised estimate is

applied is detailed in a later section.

The individually assessed impairment estimate is equal

to the difference between the gross carrying amount

of the financial instrument and the estimated value of

the expected cash flows receivable discounted using

the original effective interest rate of the transaction.

The estimate of these cash flows takes into account all

available information on the financial asset and the

effective guarantees associated with that asset. This

estimation process is detailed below.

• Collectively: the Bank also assesses impairment by

estimating the expected credit losses collectively in

cases where they are not assessed on an individual

basis. This includes, for example, loans with

individuals, sole proprietors or businesses in retail

banking  subject to a standardised risk management.

For the purposes of the collective assessment of

expected credit losses, the Bank has consistent and

reliable internal models. For the development of these

models, instruments with similar credit risk

characteristics that are indicative of the debtors'

capacity to pay are considered.

The credit risk characteristics used to group the

instruments are, among others: type of instrument,

debtor's sector of activity, geographical area of activity,

type of guarantee, aging of past due balances and any

other factor relevant to estimating the future cash

flows.

Banco Santander performs retrospective and monitoring

tests to evaluate the reasonableness of the collective

estimate.

On the other hand, the methodology required to

estimate the expected credit loss due to credit events is

based on an unbiased and weighted consideration by the

probability of occurrence of a series of scenarios,

considering a range of three to five possible future

scenarios, which could have an impact on the collection

of contractual cash flows, always taking into account the

time value of money, as well as all available, reasonable

and sustainable information on past events, current

conditions and forecasts of the evolution of

macroeconomic scenarios that are shown to be relevant

for the estimation of this amount (for example: GDP

(Gross Domestic Product), housing price, unemployment

rate, etc.).

The estimation of expected losses requires expert

judgment and the support of historical, current and

future information. The probability of loss is measured

considering past events, the present situation and future

trends of macroeconomic scenarios.

Banco Santander  uses forward-looking information in

both internal risk management and prudential

regulation processes, so that for the calculation of the

impairment loss allowance, various scenarios are

incorporated that take advantage of the experience with

such information, thus ensuring consistency in obtaining

the expected loss.

The complexity of the estimation in this exercise has

been derived from the current macroeconomic scenario

as a consequence of the complex geopolitical situation,

as well changes in inflations levels and interest rates,

which has generated uncertainty in economic evolution.

Banco Santander has internally ensured the criteria to be

followed for guarantees received from government

bodies, both through credit lines and other public

guarantees, so that when they are adequately reflected

in each of the contracts, they are recognised as

mitigating factors of the potential expected losses, and

therefore of the provisions to be recognised, based on

the provisions of the applicable standard. Furthermore,

where applicable, these guarantees are appropriately

reflected in the mitigation of the significant increase in

risk, considering their nature as personal guarantees.

For the estimation of the parameters used in the

estimation of impairment provisions -EAD (exposure at

default), PD (probability of default), LGD (loss given

default)-, the Bank based their experience in developing

internal models for the estimation of parameters both in

the regulatory area and for management purposes,

adapting the development of the impairment provision

models under Bank of Spain Circular 4/2017 and

subsequent modifications.

• Exposure at default: is the amount of estimated risk

incurred at the time of the counterparty's analysis.

33

• Probability of default: is the estimated probability that

the counterparty will default on its principal and/or

interest payment obligations.

• Loss given default: is the estimate of the severity of the

loss incurred in the event of non-compliance. It

depends mainly on the updating of the guarantees

associated with the operation and the future cash

flows that are expected to be recovered.

In any case, when estimating the flows expected to be

recovered, portfolio sales are included. It should be

noted that due to the Bank's recovery policy and the

experience observed in relation to the prices of past

sales of assets classified as stage 3 and/or default risk,

there is no substantial divergence between the flows

obtained from recoveries after performing recovery

management of the assets with those obtained from the

sale of portfolios of assets discounting structural

expenses and other costs incurred.

The definition of default implemented by the Bank  for

the purpose of calculating the impairment provision

models is based on the definition in Article 178 of

Regulation 575/2013 of the European Union (CRR),

which is fully aligned with the requirements of Bank of

Spain Circular 4/2017, which considers that a 'default'

exists in relation to a specific customer/contract when at

least one of the following circumstances exists: the

entity considers that there are reasonable doubts about

the payment of all its credit obligations or that the

customer/contract is in an irregular situation for more

than 90 consecutive days past due material balances

with respect to any significant credit obligation.

Banco Santander aligned partially and voluntarily during

2022 the accounting definition of Stage 3, as well as the

calculation of impairment provision models, to the New

Definition of Default, incorporating the criteria defined

by the EBA in its implementation guide of the definition

of default, capturing the economic deterioration of the

operations (days in default - on a daily basis - and

materiality thresholds - minimum amount in arrears).

The alignment of criteria was done taking into account

the criteria of IFRS 9 as well as the accounting principles

of unbiased presentation of financial information. Banco

Santander  registered an increase in the default rate at

around 19 basis points, with no material impact on the

provision figures for credit risk.

In addition, the  Bank considers the risk generated in all

cross-border transactions due to circumstances other

than the usual commercial risk of insolvency (sovereign

risk, transfer risk or risks arising from international

financial activity, such as wars, natural catastrophes,

balance of payments crisis, etc.).

Bank of Spain Circular 4/2017  includes a series of

practical solutions that can be implemented by entities,

with the aim of facilitating its implementation. In order

to achieve a complete and high-level implementation of

the standard, and following the best practices of the

industry, the  Bank  these practical solutions adapting

them to their own characteristics and circumstances:

• Rebuttable presumption that the credit risk has

increased significantly, when payments are more than

30 days past due: this threshold is used as an

additional, but not primary, indicator of significant risk

increase.

• Assets with low credit risk at the reporting date: the

Bank adopts this practice prioritizing its reduced and

punctual use and its systematic and periodic

justification through quantitative evidence.

This information is provided in more detail in note 50.b.

#### iv.Detail of individual estimate of impairment

For the individual estimate of the assessment for

impairment of the financial asset, the Bank has a specific

methodology to estimate the value of the cash flows

expected to be collected:

• Recovery through the debtor's ordinary activities

(going approach).

• Recovery through the execution and sale of the

collateral guaranteeing the operations (gone

approach).

Gone approach:

a. Evaluation of the effectiveness of guarantees

Banco Santander assesses  the effectiveness of all the

guarantees associated considering the following:

• The time required to execute these guarantees.

• Banco Santander's ability to enforce or assert these

guarantees in its favour.

• The existence of limitations imposed by each local unit

´s regulation on the foreclosure of collateral.

Under no circumstances the Bank considers that a

guarantee is effective if its effectiveness depends

substantially on the solvency of the debtor, as could be

the case:

• Promises of shares or other securities of the debtor

himself when their valuation may be significantly

affected by a debtor's default.

• Personal cross-collateralisation: when the guarantor of

a transaction is, at the same time, guaranteed by the

holder of that transaction.

The different types of effective guarantees have been

detailed in section i. Definition

34

b.  Valuation of guarantees

Banco Santander assesses the guarantees on the basis of

their nature in accordance with the following:

• Mortgage guarantees on properties associated with

financial instruments, using complete individual

valuations carried out by independent valuation

experts and under generally accepted valuation

standards. If this is not possible, alternative valuations

are used with duly documented and approved internal

valuation models.

• Personal guarantees are valued individually on the

basis of the guarantor´s updated information.

• The rest of the guarantees are valued based on current

market values.

c. Adjustments to the value of guarantees and estimation

of future cash flow inflows and outflows.

Banco Santander applies a series of adjustments to the

value of the guarantees in order to improve the

reference values:

• Adjustments based on the historical sales experience

for certain types of assets.

• Individual expert adjustments based on additional

management information.

Likewise, to adjust the value of the guarantees, the time

value of money is taken into account based on the

historical experience , estimating:

• Period of adjudication.

• Estimated time of sale of the asset.

In addition,  the Bank takes into account all those cash

inflows and outflows linked to that guarantee until it is

sold:

• Possible future income commitments in favour of the

borrower which will available after the asset is

awarded.

• Estimated foreclosure costs.

• Asset maintenance costs, taxes and community costs.

• Estimated marketing or sales costs.

Finally, since it is considered that the guarantee will be

sold in the future, the Bank applies an additional

adjustment ('index forward') in order to adjust the value

of the guarantees to future valuation expectations.

v. Impairment individual assessment scope

Banco Santander determines the perimeter over which it

makes an estimate of the assessment for impairment on

an individual basis based on a relevance threshold and

the stage in which the operations are located. In general,

the Bank applies the individualised calculation of

expected losses to the significant exposures classified in

stage 3, although Banco Santander, S.A. has also

extended its analyses to some of the exposures

classified in stage 2.

It should be noted that, in any case and irrespective of

the stage in which their transactions are carried out, for

customers who do not receive standardised treatment, a

relational risk management model is applied, with

individualised treatment and monitoring by the assigned

risk analyst. In addition to wholesale customers

(Santander Corporate & Investment Banking or SCIB) and

large companies, this relational management model

also includes other segments of smaller companies for

which there is information and capacity for more

personalised and expert analysis and monitoring.  As

indicated in the Bank's wholesale credit model, the

individual treatment of the client facilitates the

continuous updating of information. The risk assumed

must be followed and monitored throughout its life

cycle, enabling anticipation and action to be taken in the

event of possible impairments. In this way, the

customer's credit quality is analysed individually, taking

into account specific aspects such as his competitive

position, financial performance, management, etc. In the

wholesale risk management model, every customer with

a credit risk position is assigned a rating, which has an

associated probability of customer default.

Thus, individual analysis of the debtor triggers a specific

rating for each customer, which determines the

appropriate parameters for calculating the expected

loss, so that it is the rating itself that initially modulates

the necessary coverage, adjusting the severity of the

possible loss to the guarantees and other mitigating

factors that the customer may have available. In

addition, if as a result of this individualised monitoring of

the customer, the analyst finally considers that his

coverage is not sufficient, he has the necessary

mechanisms to adjust it under his expert judgement,

always under the appropriate governance.

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1  The assets in a situation of 'stopped development' are included under 'land.

35

#### h) ‘Non-current assets’ and ‘liabilities associated

#### with non-current assets held for sale’

Non-current assets held for sale' includes the carrying

amount of individual items, disposal groups or items

forming part of a business unit earmarked for disposal

(discontinued operations), whose sale in their present

condition is highly likely to be completed within one year

from the reporting date. Therefore, the recovery of the

carrying amount of these items -which can be of a

financial nature or otherwise- will foreseeably be

effected through the proceeds from their disposal.

Specifically, property or other non-current assets

received by  Banco Santander   as total or partial

settlement of their debtors’ payment obligations to them

are deemed to be 'Non-current assets held for sale',

unless the  Bank has decided  to make continuing use of

these assets. 'Liabilities associated with non-current

assets held for sale' includes the balances payable

arising from the assets held for sale or disposal groups

and from discontinued operations.

'Non-current assets and disposal groups of items that

have been classified as held for sale' are generally

recognised at the date of their allocation to this category

and are subsequently valued at the lower of their fair

value less costs to sell or its book value. 'Non-current

assets and disposal groups of items that are classified as

held for sale' are not amortised as long as they remain in

this category.

The valuation of the portfolio of non-current assets held

for sale has been made in compliance with the

requirements of Bank of Spain Circular 4/2017 , and

subsequent amendments, in relation to the estimate of

the fair value of tangible assets and the value-in-use of

financial assets.

The value of the portfolio is determined as the sum of

the values of the individual elements that compose the

portfolio, without considering any total or batch

grouping in order to correct the individual values.

For the purposes of its consideration in initial

recognition, the  Bank obtains, at the time of award, the

fair value of the corresponding asset by requesting an

appraisal from external valuation agencies.

Banco Santander  has in place a corporate policy that

ensures the professional competence and the

independence and objectivity of the external appraisal

agencies, in accordance with the regulations, which

require appraisal agencies to meet independence,

neutrality and credibility requirements, so that the use of

their estimates does not reduce the reliability of its

valuations.

This policy establishes that all the appraisal companies

and agencies with which the Bank  works in Spain should

be registered in the Official Register of the Bank of Spain

and that the appraisals performed by them should

follow the methodology established in Order

ECO/805/2003, of 27 March. The main appraisal

companies and agencies with which the Bank worked in

2025 are as follows: Tinsa Tasaciones Inmobiliarias,

S.A.U., Sociedad de Tasación, S.A., Global Valuation,

S.A.U., Instituto de Valoraciones, S.A., Euroevaluaciones,

S.A. and Valoraciones Mediterráneo, S.A.

At 31 December 2025 the fair value minus the costs to

sell of non-current assets held for sale exceeded their

carrying amount by EUR 172 million (EUR 161 million in

2024); however, in accordance with the applicable

legislation, this unrealised gain could not be recognised.

Banco Santander,  in compliance with Bank of Spain

Circular 4/2017 , and subsequent amendments, on public

and private financial reporting standards and financial

statement models, has developed a methodology that

enables it to estimate the fair value and costs of sale of

assets foreclosed or received in payment of debts. This

methodology is based on the classification of the

portfolio of foreclosed assets into different segments.

Segmentation enables the intrinsic characteristics of

Banco Santander's portfolio of foreclosed assets to be

differentiated, so that assets with homogeneous

characteristics are grouped by segment.

Thus, the portfolio is segmented into (i) finished assets

of a residential and tertiary nature, (ii) developments in

progress and (iii) land 1 .

In determining the critical segments in the overall

portfolio, assets are classified on the basis of the nature

of the asset and its stage of development. This

segmentation is made in order to seek the liquidation of

the asset (which should be carried out in the shortest

possible time).

When making decisions, the situation and/or

characteristics of the asset are fundamentally taken into

account, as well as the evaluation of all the determining

factors that favour the recovery of the debt. For them,

the following aspects are analyzed, among others:

• The time that has elapsed since the adjudication.

• The transferability and contingencies of the

foreclosed asset.

• The economic viability from the real estate point of

view with the necessary investment estimate.

• The expenses that may arise from the marketing

process.

• The offers received, as well as the difficulties in

finding buyers.

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2  Assets qualified as protected housing are taken into account. The maximum legal value of these assets is determined by the VPO module, obtained from the

result of multiplying the State Basic Module (MBE) by a zone coefficient determined by each autonomous community. To carry out the valuation of a protected

property, the useful surface area is used in accordance with current regulations.

36

In the case of real estate assets foreclosed in Spain,

which represent 76% of the Group’s total non-current

assets held for sale, the valuation of the portfolio is

carried out by applying the following models:

• Market Value Model used in the valuation of finished

properties of a residential nature (mainly homes and

car parks) and properties of a tertiary nature (offices,

commercial premises and multipurpose buildings).

For the valuation of finished assets whose

availability for sale is immediate, a market sale value

provided by a third party external to Banco Santander

is considered, calculated under the AVM

methodology by the comparable properties method

adjusted by our experience in selling similar assets,

given the term, price, volume, trend in the value of

these assets and the time elapsing until their sale

and discounting the estimated costs of sale.

The market value is determined on the basis of the

definition established by the International Valuation

Standards drawn up by the IVSC (International

Valuation Standards Council), understood as the

estimated amount for which an asset or a liability

should be exchanged on the measurement date

between a willing buyer and a willing seller, in an

arm's length transaction, after appropriate marketing,

and in which the parties have acted with sufficient

information, prudently and without coercion.

The current market value of the properties is estimated

on the basis of automated valuations obtained by

taking comparable properties as a reference;

simulating the procedure carried out by an appraiser in

a physical valuation according to Order ECO 805/2003:

selection of properties and obtaining the unit value by

applying homogenisation adjustments. The selection

of the properties is carried out by location within the

same real estate cluster and according to the

characteristics of the properties, filtering by type  2 ,

surface area range and age. The model enables a

distinction to be made within the municipality under

study as to which areas are similar and comparable

and therefore have a similar value in the property

market, discriminating between which properties are

good comparators and which are not.

Adjustments to homogenize the properties are made

according to: (i) the age of the property according to

the age of the property to be valued, (ii) the deviation

of the built area from the common area with respect to

the property to be valued and (iii) by age of the date of

capture of the property according to the price evolution

index of the real estate market.

In addition, for individually significant assets, complete

individual valuations are carried out, including a visit to

the asset, market analysis (data relating to supply,

demand, current sale or rental price ranges and supply-

demand and revaluation expectations) and an estimate

of expected income and costs.

For this segmentation of assets, when they are

completed, the real costs are known and the actual

expenses for the marketing and sale of the asset must

be taken into account. Therefore, Banco Santander

uses the actual costs in its calculation engine or, failing

that, those estimated on the basis of its observed

experience.

• Market Value Model according to Evolution of Market

Values used to update the valuation of developments

in progress. The valuation model estimates the current

market value of the properties based on complete

individual valuations by third parties, calculated from

the values of the feasibility studies and development

costs of the promotion, as well as the selling costs,

distinguishing by location, size and type of property.

The inputs used in the valuation model for residential

assets under construction are actual revenues and

costs.

For this purpose, in order to calculate the investment

flows, Banco Santander considers, on the basis of the

feasibility studies, the expenditure required for

construction, the professional fees relating to the

project and to project management, the premiums for

mandatory building insurance, the developer's

administrative expenses, licenses, taxes on new

construction and fees, and urban development

charges.

With respect to the calculation of income flows, Banco

Santander takes into account the square metres built,

the number of homes under construction and the

estimated selling price over 1.5 years.

The market value will be the result of the difference

between the income flows and the investment flows

estimated at each moment.

• Land Valuation model. The methodology followed by

the Bank regarding land valuation consists of updating

the individual reference valuation of each of the land

on an annual basis, through updated valuation

valuations carried out by independent professionals

and following the methodology established in the

Order ECO/805/2003, of 27 March, whose main

verifications in the case of land valuation, regardless of

the degree of urbanisation of the land, correspond to:

– Visual verification of the assessed property.

– Registry description.

37

– Urban planning.

– Visible easements.

– Visible state of occupation, possession, use and

exploitation.

– Protection regime.

– Apparent state of preservation.

– Correspondence with cadastral property.

– Existence of expropriation procedure,

expropriation plan or project, administrative

resolution or file that may lead to expropriation.

– Expiry of the urbanization or building deadlines.

– Existence of a procedure for failure to comply

with obligations.

– Verification of surfaces.

For the purposes of valuation, the land will be classified

in the following levels:

– Level I: It will include all the lands that do not

belong to level II.

– Level II: It shall include land classified as

undeveloped where building is not allowed for

uses other than agriculture, forestry, livestock or

linked to an economic exploitation permitted by

the regulations in force. Also included are lands

classified as developable that are not included in

a development area of urban planning or that, in

such an area, the conditions for its development

have not been defined.

In those cases where Banco Santander does not have an

updated reference value through an ECO valuation for

the current year, we use as a reference value the latest

available ECO valuation reduced or corrected by the

average annual coverage ratio of the land on which we

have obtained an updated reference value, through an

ECO valuation.

Banco Santander applies a discount to the

aforementioned reference values that takes into account

both the discount on the reference value in the sales

process and the estimated costs of marketing or selling

the land ; discount on reference value = % discount on

sales + % marketing costs being:

– % discount on Sales: = 100 - (sales price /

updated appraisal value).

– marketing costs: calculated on the basis of our

historical experience in sales and in accordance

with the marketing management fees negotiated

with our suppliers of this type of service.

In this way Banco Santander obtains the corrected

market value, an amount that we compare with the net

cost of each piece of land to determine its correct

valuation and conclude with our valuation process.

In addition, in relation to the previously mentioned

valuations, less costs to sell, are contrasted with the

sales experience of each type of asset in order to confirm

that there is no significant difference between the sale

price and the valuation.

Impairment losses on an asset or disposal group arising

from a reduction in its carrying amount to its fair value

(less costs to sell) are recognised under 'Gains or (losses)

on non-current assets held for sale not classified as

discontinued operations' in the  income statement.

The gains on a non-current asset held for sale resulting

from subsequent increases in fair value (less costs to

sell) increase its carrying amount and are recognised in

the consolidated income statement up to an amount

equal to the impairment losses previously recognised.

#### i) Insurance contracts linked to pensions

The item 'Insurance contracts linked to pensions',

included within the heading 'Other assets' (see note

2.m), will include the fair value of the insurance policies

to cover pension commitments that must be recorded as

a separate asset for not meeting the requirements

established in regulation 35 of Bank of Spain Circular

4/2017 and subsequent modifications, to be considered

plan assets.

#### j) Tangible assets

Tangible assets includes the amount of buildings, land,

furniture, vehicles, computer hardware and other

fixtures owned by  Banco Santander  or acquired under

finance leases. Tangible assets are classified by use as

follows:

i. Property, plant and equipment for own use

Property, plant and equipment for own use – including

tangible assets received by the Bank  in full or partial

satisfaction of financial assets representing receivables

from third parties which are intended to be held for

continuing use and tangible assets acquired under

finance leases– are presented at acquisition cost, less

the related accumulated depreciation and any estimated

impairment losses (carrying amount higher than

recoverable amount).

Depreciation is calculated, using the straight-line

method, on the basis of the acquisition cost of the assets

less their residual value. The land on which the buildings

and other structures stand has an indefinite life and,

therefore, is not depreciated.

The annual tangible asset depreciation charge is

recognised in the income statement and are essentially

equivalent to the following amortization percentages

(determined based on the years of estimated useful life,

on average, of the different elements):

38

|  |  |
| --- | --- |
|  |  |
|  | Average annual rate |
| Buildings for own use | 2.00% |
| Furniture | 10.00% |
| Fixtures | 5.00% |
| IT equipment | 25.00% |
| Vehicles | 16.00% |
| Other | 5.00% |
| Lease use rights | Less than the lease  term or the useful life  of the underlying asset |

At the end of each reporting period,  Banco Santander

assesses whether there is any indication that the

carrying amount of an asset exceeds its recoverable

amount, in which case they write down the carrying

amount of the asset to its recoverable amount and

adjust future depreciation charges in proportion to its

adjusted carrying amount and to its new remaining

useful life, if the useful life needs to be re-estimated.

Similarly, if there is an indication of a recovery in the

value of a tangible asset,   Banco Santander recognises

the reversal of the impairment loss recognised in prior

periods and adjust the future depreciation charges

accordingly. In no circumstances may the reversal of an

impairment loss on an asset raise its carrying amount

above that which it would have if no impairment losses

had been recognised in prior years.

The estimated useful lives of the items of property, plant

and equipment for own use are reviewed at least at the

end of the reporting period with a view to detecting

significant changes therein. If changes are detected, the

useful lives of the assets are adjusted by correcting the

depreciation charge to be recognised in the  income

statement in future years on the basis of the new useful

lives.

Upkeep and maintenance expenses relating to property,

plant and equipment for own use are recognised as an

expense in the period in which they are incurred, since

they do not increase the useful lives of the assets.

ii. Investment property

'Investment property' reflects the net values of the land,

buildings and other structures held either to earn rentals

or for obtaining profits by sales due to future increase in

market prices.

The criteria used to recognise the acquisition cost of

investment property, to calculate its depreciation and its

estimated useful life and to recognise any impairment

losses thereon are consistent with those described in

relation to property, plant and equipment for own use.

In the case of investment properties that support

obligations to pay a return directly linked to fair value, or

to the returns of certain assets including the investment

property itself, such properties are measured using the

fair value model.

In order to evaluate the possible impairment  Banco

Santander  determines periodically the fair value of its

investment property so that, at the end of the reporting

period, the fair value reflects the market conditions of

the investment property at that date. This fair value is

determined annually, taking as benchmarks the

valuations performed by independent experts. The

methodology used to determine the fair value of

investment property is selected based on the status of

the asset in question; thus, for properties earmarked for

lease, the valuations are performed using the sales

comparison approach, whereas for leased properties the

valuations are made primarily using the income

capitalisation approach and, exceptionally, the sales

comparison approach.

In the sales comparison approach, the property market

segment for comparable properties is analysed, inter

alia, and, based on specific information on actual

transactions and firm offers, current prices are obtained

for cash sales of those properties. The valuations

performed using this approach are considered as Level 2

valuations.

In the income capitalisation approach, the cash flows

estimated to be obtained over the useful life of the

property are discounted taking into account factors that

may influence the amount and actual obtainment

thereof, such as: (i) the payments that are normally

received on comparable properties; (ii) current and

probable future occupancy; (iii) the current or

foreseeable default rate on payments. The valuations

performed using this approach are considered as Level 3

valuations, since significant unobservable inputs are

used, such as current and probable future occupancy

and/or the current or foreseeable default rate on

payments.

iii. Assets leased out under an operating lease

'Property, plant and equipment' - Leased out under an

operating lease reflects the amount of the tangible

assets, other than land and buildings, leased out by  the

Bank under an operating lease.

The criteria used to recognise the acquisition cost of

assets leased out under operating leases, to calculate

their depreciation and their respective estimated useful

lives and to recognise the impairment losses thereon are

consistent with those described in relation to property,

plant and equipment for own use.

#### k) Accounting for leases

The main aspects contained in the  regulation Bank of

Spain Circular 2/2018 adopted by   the   Bank  are included

below:

When the   Bank  acts as lessee, it recognises a right-of-

use asset representing its right to use the underlying

leased asset with a corresponding lease liability on the

date on which the leased asset is available for use by the

Bank.

39

Each lease payment is allocated between liability and

finance charge. The finance charge is allocated to the

income statement during the term of the lease in such a

way as to produce a constant periodic interest rate on

the remaining balance of the liability for each year.

The right-of-use asset is depreciated over the useful life

of the asset or the lease term, whichever is shorter, on a

straight-line basis. If the  Bank  is reasonably certain to

exercise a purchase option, the right-of-use asset is

amortized over the useful life of the underlying asset.

Assets and liabilities arising from a lease are initially

measured at present value. Lease liabilities include the

net present value of the following lease payments:

• Fixed payments (including inflation-linked

payments), less any lease incentive receivable.

• Variable lease payments that depend on an index or

rate.

• The amounts expected to be paid by the lessee under

residual value guarantees.

• The exercise price of a purchase option if the lessee

is reasonably certain that it will exercise that option.

• Lease termination penalty payments, if the term of

the lease reflects the lessee's exercise of that option.

Lease payments are discounted using the interest rate

implicit in the lease. When this interest rate cannot be

obtained, the interest rate used in these cases, is the

lessee's incremental borrowing rate at the related date.

For this purpose, the entity has calculated this

incremental borrowing rate taking as reference the listed

debt instruments issued by the  Bank; in this regard, the

Bank has estimated different interest rate curves

depending on the currency and economic environment in

which the contracts are located.

In order to construct the incremental borrowing rate, a

methodology has been developed at the corporate level.

This methodology is based on the need for each entity to

consider its economic and financial situation, for which

the following factors must be considered:

• Economic and political situation (country risk).

• Credit risk of the company.

• Monetary policy.

• Volume and seniority of the company’s debt

instrument issues.

The incremental borrowing rate is defined as the interest

rate that a lessee would have to pay for borrowing, given

a similar period to the duration of the lease and with

similar security, the funds necessary to obtain an asset

of similar value to the right-of-use asset in a similar

economic environment . The Group entities have a wide

stock and variety of financing instruments issued in

different currencies to that of the euro (pound, dollar,

etc.) that provide sufficient information to be able to

determine an 'all in rate' (reference rate plus adjustment

for credit spread at different terms and in different

currencies).   In circumstances, where the   Bank,  has its

own financing, this has been used as the starting point

for determining the incremental borrowing rate .

Right-of-use assets are valued at cost which includes the

following:

• The amount of the initial measurement of the lease

liability.

• Any lease payment made at or before the

commencement date less any lease incentive

received.

• Any initial direct costs.

• Restoration costs.

Banco Santander recognises the payments associated

with short-term leases and leases of low-value assets on

a straight-line basis as an expense in the income

statement. Short-term leases are leases with a lease

term less than or equal to 12 months (a lease that

contains a purchase option is not a short term lease).

#### l) Intangible assets

Intangible assets are identifiable non-monetary assets

(separable from other assets) without physical

substance which arise as a result of a legal transaction or

which are developed internally by  Banco Santander.

Only assets whose cost can be measured reliably and it

is likely that the  Bank obtains future economic benefits

are recognised.

Intangible assets are recognised initially at acquisition or

production cost and are subsequently measured at cost

less any accumulated amortisation and any accumulated

impairment losses.

i. Goodwill

Any excess of the cost of the investments in the

subsidiaries, joint ventures and associates accounted for

using the equity method over the corresponding

underlying carrying amounts acquired, adjusted at the

date of first-time consolidation, is allocated as follows:

a. If it is attributable to specific assets and liabilities of

the companies acquired, by increasing the value of

the assets (or reducing the value of the liabilities)

whose fair values were higher (lower) than the

carrying amounts at which they had been recognised

in the acquired entities’ balance sheets.

40

b. If it is attributable to specific intangible assets, by

recognising it explicitly in the  balance sheet provided

that the fair value of these assets within twelve

months following the date of acquisition can be

measured reliably.

c. The remaining amount is recognised as goodwill,

which is allocated to one or more cash-generating

units (CGU) (a cash-generating unit is the smallest

identifiable group of assets that, as a result of

continuing operation, generates cash inflows that are

largely independent of the cash inflows from other

assets or groups of assets). The cash-generating

units represent the  Bank’s geographical and/or

business segments.

Goodwill (only recognised when it has been acquired by

consideration) represents, therefore, a payment made by

the acquirer in anticipation of future economic benefits

from assets of the acquired entity that are not capable of

being individually identified and separately

recognised. Goodwill, in accordance with Bank of Spain

Circular 4/2017, is to be amortized over a 10-year period

unless otherwise stated. The debits to the income

statements for the amortisation of these assets are

recorded under the section ‘Amortisation’ in the income

statement.

At the end of each annual reporting period or whenever

there is any indication of impairment goodwill is

reviewed for impairment (i.e. a reduction in its

recoverable amount to below its carrying amount) and, if

there is any impairment, the goodwill is written down

with a charge to 'Impairment or reversal of impairment

on non-financial assets, net - Intangible assets' in the

income statement.

An impairment loss recognised for goodwill is not

reversed in a subsequent period.

In the event of sale or departure of an activity that is part

of a CGU, the part of the goodwill that can be assigned to

said activity would be written-off, taking as a reference

the relative value of the same over the total of the CGU

at the time of sale or abandonment. If applicable, the

distribution by currency of the remaining goodwill will

be performed based on the relative values of the

remaining activities.

ii. Other intangible assets

Other intangible assets includes the amount of

identifiable intangible assets, such as purchased

customer lists and computer software.

In accordance with Rule Twenty Eight of Bank of Spain

Circular 4/2017, for the financial statements (individual

and consolidated) not subject to the framework of

International Financial Reporting Standards, intangible

assets will be considered assets with a limited useful

life.

An intangible assets useful life may not exceed the

period during which the entity is entitled to use the

asset. If the right of use is for a limited period that can be

renewed, the useful life will include the renewal period

only when there is evidence that the renewal will be

carried out without significant cost.

Intangible assets shall be amortized in accordance with

their useful life. Banco Santander reviews, at least at the

end of each year, the amortisation period and the

amortisation method of each of its intangible assets and,

if it considers that they are not appropriate, the impact

will be treated as a change in its accounting estimates.

The intangible asset amortisation charge is recognised

under 'Depreciation and amortisation' in the income

statement.

In both cases Banco Santander recognises any

impairment loss on the carrying amount of these assets

with a charge to 'Impairment or reversal of impairment

on non-financial assets, net - Intangible assets in the

income statement.

The criteria used to recognise the impairment losses on

these assets and, where applicable, the reversal of

impairment losses recognised in prior years are similar

to those used for tangible assets (see note 2.j).

Internally developed computer software

Internally developed computer software is recognised as

an intangible asset if, among other requisites (basically

the Bank’s ability to use or sell it), it can be identified and

its ability to generate future economic benefits can be

demonstrated.

Expenditure on research activities is recognised as an

expense in the year in which it is incurred and cannot be

subsequently capitalised into the carrying amount of the

intangible asset.

#### m) Other assets

Other assets' in the  balance sheet includes the amount

of assets not recorded in other items, the breakdown

being as follows:

• Inventories: this item includes the amount of assets,

other than financial instruments, that are held for

sale in the ordinary course of business, that are in the

process of production, construction or development

for such purpose, or that are to be consumed in the

production process or in the provision of services.

Inventories include land and other property held for

sale in the property development business.

Inventories are measured at the lower of cost and

net realisable value, which is the estimated selling

price of the inventories in the ordinary course of

business, less the estimated costs of completion and

the estimated costs required to make the sale.

41

Any write-downs of inventories -such as those due to

damage, obsolescence or reduction of selling price-

to net realisable value and other impairment losses

are recognised as expenses for the year in which the

impairment or loss occurs. Subsequent reversals are

recognised in the  income statement for the year in

which they occur.

The carrying amount of inventories is derecognised

and recognised as an expense in the period in which

the revenue from their sale is recognised.

▪ Other: this item includes the balance of all

prepayments and accrued income (excluding accrued

interest, fees and commissions), the net amount of

the difference between pension plan obligations and

the value of the plan assets with a balance in the

entity’s favour, when this net amount is to be

reported in the balance sheet, and the amount of any

other assets not included in other items.

#### n) Other liabilities

'Other liabilities' includes the balance of all accrued

expenses and deferred income, excluding those related

to interests and fees on financial instruments, as well as

the amount of any other liabilities not included in other

categories.

#### o) Provisions and contingent liabilities (assets)

When preparing the financial statements of the   Bank,

Banco Santander makes a distinction between:

• Provisions: credit balances covering present

obligations at the reporting date arising from past

events which could give rise to a loss for the Banco

Santander,  which is considered to be likely to occur

and certain as to its nature but uncertain as to its

amount and/or timing.

▪ Contingent liabilities: possible obligations that arise

from past events and whose existence will be

confirmed only by the occurrence or non-occurrence

of one or more future events not wholly within the

control of  the Bank. They include the present

obligations of    the Bank   when it is not probable that an

outflow of resources embodying economic benefits

will be required to settle them. Banco Santander  does

not recognise the contingent liability.  The Bank  will

disclose a contingent liability, unless the possibility of

an outflow of resources embodying economic benefits

is remote.

Irrevocable contingent payments (ICPs), corresponding

to payment facilities allowed under the annual

contributions of certain levies, are recorded in

accordance with the definitions mentioned above. In

this regard, on 14 November 2025, the Group learned

that the CJEU had definitively resolved the dispute

concerning the CPI contributions made by a financial

institution to the Single Resolution Fund, upholding the

judgment of the General Court of 25 October 2023,

which ruled against said financial institution regarding

its request for the return of guarantees linked to

irrevocable payment commitments for a Group entity

whose license had been withdrawn. In light of this

ruling, it was concluded that it was not necessary to

modify the accounting entries that the Santander

Group has made when using these facilities to make

contributions corresponding to this levy or to other

similar levies that also allow for such contributions.

▪ Contingent assets: possible assets that arise from past

events and whose existence is conditional on, and will

be confirmed only by, the occurrence or non-

occurrence of one or more uncertain future events not

wholly within the control of the  Bank.  Contingent

assets are not recognised in the    balance sheet or in

the income statement, but rather are disclosed in the

notes, provided that it is probable that these assets

will give rise to an increase in resources embodying

economic benefits.

Banco Santander´s  financial statements include all the

material provisions with respect to which it is considered

that it is more likely than not the obligation will have to

be settled. In accordance with accounting standards,

contingent liabilities must not be recognised in the

consolidated financial statements, but must rather be

disclosed in the Notes.

Provisions (which are quantified on the basis of the best

information available on the consequences of the event

giving rise to them and are reviewed and adjusted at the

end of each year) are used to cater for the specific

obligations for which they were originally recognised.

Provisions are fully or partially reversed when such

obligations cease to exist or are reduced.

Provisions are classified according to the obligations

covered as follows  (see note 23):

• Provision for pensions and similar obligations:

includes the amount of all the provisions made to

cover post-employment benefits, including

obligations to pre-retirees and similar obligations.

42

• Provisions for contingent liabilities and commitments:

include the amount of the provisions made to cover

contingent liabilities -defined as those transactions in

which  the Bank guarantees the obligations of a third

party, arising as a result of financial guarantees

granted or contracts of another kind- and contingent

commitments -defined as irrevocable commitments

that may give rise to the recognition of financial

assets.

• Provisions for taxes and other legal contingencies and

Other provisions: include the amount of the provisions

recognised to cover tax and legal contingencies and

litigation and the other provisions recognised by

Banco Santander.  Other provisions includes, inter alia,

any provisions for restructuring costs and

environmental measures.

#### p) Own equity instruments

Own equity instruments are those meeting both of the

following conditions:

▪ The instruments do not include any contractual

obligation for the issuer (i) to deliver cash or another

financial asset to a third party; or (ii) to exchange

financial assets or financial liabilities with a third

party under conditions that are potentially

unfavourable to the issuer.

▪ The instruments will or may be settled in the issuer’s

own equity instruments and are: (i) a non-derivative

that includes no contractual obligation for the issuer

to deliver a variable number of its own equity

instruments; or (ii) a derivative that will be settled by

the issuer through the exchange of a fixed amount of

cash or another financial asset for a fixed number of

its own equity instruments.

Transactions involving own equity instruments, including

their issuance and cancellation, are charged directly to

equity.

Changes in the value of instruments classified as own

equity instruments are not recognised in the financial

statements. Consideration received or paid in exchange

for such instruments, including the coupons on

preference shares contingently convertible into ordinary

shares and the coupons associated with CCPP, is directly

added to or deducted from equity.

#### q) Equity-instrument-based employee

#### remuneration

Own equity instruments delivered to employees in

consideration for their services, if the instruments are

delivered once the specific period of service has ended,

are recognised as an expense for services (with the

corresponding increase in equity) as the services are

rendered by employees during the service period. At the

grant date the services received (and the related increase

in equity) are measured at the fair value of the equity

instruments granted. If the equity instruments granted

are vested immediately,    Banco Santander  recognises in

full, at the grant date, the expense for the services

received.

When the requirements stipulated in the remuneration

agreement include external market conditions (such as

equity instruments reaching a certain quoted price), the

amount ultimately to be recognised in equity will

depend on the other conditions being met by the

employees (normally length of service requirements),

irrespective of whether the market conditions are

satisfied.

If the conditions of the agreement are met but the

external market conditions are not satisfied, the

amounts previously recognised in equity are not

reversed, even if the employees do not exercise their

right to receive the equity instruments.

#### r) Recognition of income and expenses

The most significant criteria used by Banco Santander  to

recognise its income and expenses are summarised as

follows:

i. Interest income, interest expenses and similar

#### items

Interest income, interest expenses and similar items are

generally recognised on an accrual basis using the

effective interest method. Dividends received from other

companies are recognised as income when the  Banco

Santander right to receive them arises.

ii. Commissions, fees and similar items

Fee and commission income and expenses are

recognised in the  income statement using criteria that

vary according to their nature. The main criteria are as

follows:

• Fee and commission income and expenses relating to

financial assets and financial liabilities measured at

fair value through profit or loss are recognised when

paid.

• Those arising from transactions or services that are

performed over a period of time are recognised over

the life of these transactions or services.

• Those relating to services provided in a single act are

recognised when the single act is carried out.

43

iii. Non-finance income and expenses

They are recognised for accounting purposes when the

good is delivered or the non-financial service is rendered.

To determine the amount and timing of recognition, a

five-step model is followed: identification of the contract

with the customer, identification of the separate

obligations of the contract, determination of the

transaction price, distribution of the transaction price

among the identified obligations and finally recording of

income as the obligations are satisfied.

iv. Deferred collections and payments

These are recognised for accounting purposes at the

amount resulting from discounting the expected cash

flows at market rates.

v. Loan arrangement fees

Loan arrangement fees, mainly loan origination,

application and information fees, are accrued and

recognised in income over the term of the loan.

#### s) Financial guarantees

Financial guarantees are considered contracts that

require the issuer to make specific payments to

reimburse the creditor for the loss it incurs when a

specific debtor defaults on its due date payment

obligation in accordance with the original or modified

conditions of debt instrument, regardless of its legal

form, which may be, among others, a deposit, financial

guarantee, insurance contract or credit derivative.

Banco Santander  initially recognises the financial

guarantees provided on the liability side of the  balance

sheet at fair value, which is generally the present value

of the fees, commissions and interest receivable from

these contracts over the term thereof, and

simultaneously the  Bank  recognises the amount of the

fees, commissions and similar interest received at the

inception of the transactions and a credit on the asset

side of the  balance sheet for the present value of the

fees, commissions and interest outstanding.

Financial guarantees, regardless of the guarantor,

instrumentation or other circumstances, are reviewed

periodically so as to determine the credit risk to which

they are exposed and, if appropriate, to consider

whether a provision is required. The credit risk is

determined by application of criteria similar to those

established for quantifying impairment losses on debt

instruments carried at amortised cost  (described in note

2.g above).

The provisions made for these transactions are

recognised under 'Provisions - Provisions for

commitments and guarantees given in the consolidated

balance sheet'  (see note 23).  These provisions are

recognised and reversed with a charge or credit,

respectively, to 'Provisions or reversal of provisions', net,

in the  income statement.

#### t) Post-employment benefits

Under the collective agreements currently in force and

other arrangements, the  Spanish banks included in the

Group and certain other Spanish and foreign

consolidated entities have undertaken to supplement

the public social security system benefits accruing to

certain employees, and to their beneficiary right holders,

for retirement, permanent disability or death, and the

post-employment welfare benefits.

Banco Santander’s post-employment obligations to its

employees are deemed to be defined contribution plans

when the  Bank makes pre-determined contributions

(recognised under Personnel expenses in the  income

statement) to a separate entity and will have no legal or

effective obligation to make further contributions if the

separate entity cannot pay the employee benefits

relating to the service rendered in the current and prior

periods. Post-employment obligations that do not meet

the aforementioned conditions are classified as defined

benefit plans  (see note 23).

Defined contribution plans

The contributions made in this connection in each year

are recognised under 'Personnel expenses' in the  income

statement.

The amounts not yet contributed at each year-end are

recognised, at their present value, under 'Provisions -

Provision for pensions' and similar obligations on the

liability side of the     balance sheet.

Defined benefit plans

Banco Santander recognises under 'Provisions - Provision

for pensions and similar obligations on the liability side

of the  balance sheet' (or under 'Other assets' on the

asset side, as appropriate) the present value of its

defined benefit post-employment obligations, net of the

fair value of the plan assets.

Plan assets are defined as those that will be directly

used to settle obligations and that meet the following

conditions:

• They are not owned by   Banco Santander,  but by a

legally separate third party that is not a party related

to the  Bank.

• They are only available to pay or fund post-

employment benefits and they cannot be returned to

the Bank unless the assets remaining in the plan are

sufficient to meet all the benefit obligations of the

plan and of the entity to current and former

employees, or they are returned to reimburse

employee benefits already paid by   the Bank.

44

If Banco Santander   can look to an insurer to pay part or

all of the expenditure required to settle a defined benefit

obligation, and it is practically certain that said insurer

will reimburse some or all of the expenditure required to

settle that obligation, but the insurance policy does not

qualify as a plan asset, the  Bank  recognises its right to

reimbursement -which, in all other respects, is treated as

a plan asset- under 'Insurance contracts linked to

pensions' on the asset side of the  balance sheet.

Banco Santander will recognise the following items in

the income statement:

• Current service cost, (the increase in the present

value of the obligations resulting from employee

service in the current period), is recognised under

'Staff costs'.

• The past service cost, which arises from changes to

existing post-employment benefits or from the

introduction of new benefits and includes the cost of

reductions, is recognised under 'Provisions or

reversal of provisions'.

• Any gain or loss arising from a liquidation of the plan

is included in the 'Provisions or reversion of

provisions'.

• Net interest on the net defined benefit liability

(asset), i.e. the change during the period in the net

defined benefit liability (asset) that arises from the

passage of time, is recognised under 'Interest

expense' and similar charges ('Interest and similar

income' if it constitutes income) in the  income

statement.

The remeasurement of the net defined benefit liability

(asset) is recognised in 'Other comprehensive income'

under Items not reclassified to profit or loss and

includes:

• Actuarial gains and losses generated in the year,

arising from the differences between the previous

actuarial assumptions and what has actually

occurred and from the effects of changes in actuarial

assumptions.

• The return on plan assets, excluding amounts

included in net interest on the net defined benefit

liability (asset).

• Any change in the effect of the asset ceiling,

excluding amounts included in net interest on the net

defined benefit liability (asset).

#### u) Other long-term employee benefits

Other long-term employee benefits, defined as

obligations to pre-retirees -taken to be those who have

ceased to render services at the entity but who, without

being legally retired, continue to have economic rights

vis-à-vis the entity until they acquire the legal status of

retiree-, long-service bonuses, obligations for death of

spouse or disability before retirement that depend on

the employee’s length of service at the entity and other

similar items, are treated for accounting purposes,

where applicable, as established above for defined

benefit post-employment plans, except that actuarial

gains and losses are recognised under 'Provisions or

reversal of provisions', net, in the  income statement (see

note 23).

#### v) Termination benefits

Termination benefits are recognised when there is a

detailed formal plan identifying the basic changes to be

made, provided that implementation of the plan has

begun, its main features have been publicly announced

or objective facts concerning its implementation have

been disclosed.

#### w) Income tax

The income tax expense is recognised in the income

statement, except when they arise from a transaction

whose results are recognised directly in equity.

The current income tax expense is calculated as the sum

of the current tax resulting from application of the

appropriate tax rate to the taxable profit for the year (net

of any deductions allowable for tax purposes), and of the

changes in deferred tax assets and liabilities recognised

in the      income statement.

'Deferred tax assets' and liabilities include temporary

differences, which are identified as the amounts

expected to be payable or recoverable on differences

between the carrying amounts of assets and liabilities

and their related tax bases, and tax loss and tax credit

carryforwards. These amounts are measured at the tax

rates that are expected to apply in the period when the

asset is realised or the liability is settled.

'Tax assets' include the amount of all tax assets, which

are broken down into current -amounts of tax to be

recovered within the next twelve months- and deferred -

amounts of tax to be recovered in future years, including

those arising from tax loss or tax credit carryforwards.

45

Tax liabilities' includes the amount of all tax liabilities

(except provisions for taxes), which are broken down

into current -the amount payable in respect of the

income tax on the taxable profit for the year and other

taxes in the next twelve months- and deferred -the

amount of income tax payable in future years.

Deferred tax liabilities are recognised in respect of

taxable temporary differences associated with

investments in subsidiaries, associates or joint ventures,

except when  the Bank  is able to control the timing of the

reversal of the temporary difference and, in addition, it is

probable that the temporary difference will not reverse

in the foreseeable future.

Deferred tax assets are only recognised for temporary

differences to the extent that it is considered probable

that the   Bank  will have sufficient future taxable profits

against which the deferred tax assets can be utilised, and

the deferred tax assets do not arise from, in its initial

recognition of (i)a business combination, (ii) an operation

that does not affect either the tax result or the

accounting result or (iii) on the date of the transaction,

does not generate deductible and taxable temporary

differences for the same amount (in which case assets

and deferred tax liabilities). Other deferred tax assets

(tax loss and tax credit carryforwards) are only

recognised if it is considered probable that the Bank

entities will have sufficient future taxable profits against

which they can be utilised.

Differences generated by the different accounting and

tax treatment of any of the income and expenses

recorded directly in equity to be paid or recovered in the

future are accounted for as temporary differences.

The deferred tax assets and liabilities are reassessed at

the reporting date in order to ascertain whether any

adjustments need to be made on the basis of the

findings of the analyses performed.

Regarding taxes on profits arising from the application of

tax laws for the implementation of the Pillar Two model

rules, including those related to national minimum

complementary taxes, the Group applies the mandatory

and temporary exception to the recognition of deferred

tax assets and liabilities derived from said tax laws (see

note 24.f).

#### x) Residual maturity periods

In note 49 it is provided on analysis of the maturities of

the balances of certain items in the   balance sheet.

Grupo and Banco Santander have recorded as 'time

liabilities' those recognised financial liabilities in which

the counterparty may require payments.

Likewise, when  Grupo and Banco Santander have

committed to having amounts available at different

maturity periods, these amounts have been recorded in

the first year in which they may be required.

Additionally, for the financial guarantee contracts issued,

the  Group and the Bank have  recorded the maximum

amount of the financial guarantee issued in the first year

in which the guarantee can be executed.

#### y) Statement of recognised income and expenses

This statement presents the income and expenses

generated by the   Bank  as a result of its business activity

in the year, and a distinction is made between the

income and expenses recognised in the income

statement for the year and the other income and

expenses recognised directly in   equity.

Accordingly, this statement presents:

a. The profit for the year.

b. The net amount of the income and expenses

recognised in 'Other comprehensive income' under

items that will not be reclassified to profit or loss.

c. The net amount of the income and expenses

recognised in Other comprehensive income under

items that may be reclassified subsequently to profit

or loss.

d. The income tax incurred in respect of the items

indicated in b and c above, except for the valuation

adjustments arising from investments in associates

or joint ventures accounted for using the equity

method, which are presented net.

e. Total  recognised income and expense, calculated as

the sum of a) to d) above , presenting separately the

amount attributable to the parent company and the

amount relating to non-controlling interests.

The statement presents the items separately by nature,

grouping together items that, in accordance with the

applicable accounting standards, will not be reclassified

subsequently to profit and loss since the requirements

established by the corresponding accounting standards

are met.

#### z) Statement of changes in total equity

This statement presents all the changes in equity,

including those arising from changes in accounting

policies and from the correction of errors. Accordingly,

this statement presents a reconciliation of the carrying

amount at the beginning and end of the year of all the

equity items, and the changes are grouped together on

the basis of their nature into the following items:

a. Adjustments due to changes in accounting policies

and to errors: include the changes in   equity arising as

a result of the retrospective restatement of the

balances in the financial statements, distinguishing

between those resulting from changes in accounting

policies and those relating to the correction of errors.

46

b. Income and expense recognised in the year: includes,

in aggregate form, the total of the aforementioned

items recognised in the  statement of recognised

'Income and expense'.

c. Other changes in equity: includes the remaining

items recognised in equity, including, inter alia,

increases and decreases in capital, distribution of

profit, transactions involving own equity

instruments, equity-instrument-based payments,

transfers between equity items and any other

increases or decreases in   equity.

#### aa) Statement of cash flows

The following terms are used in the  statements of cash

flows with the meanings specified:

• Cash flows: inflows and outflows of cash and cash

equivalents, which are short-term, highly liquid

investments that are subject to an insignificant risk

of changes in value, irrespective of the portfolio in

which they are classified.

Banco Santander  classifies as cash and cash

equivalents the balances recognised under 'Cash,

cash balances at central banks' and 'Other deposits

on demand' in the  balance sheet.

• Operating activities: the principal revenue-producing

activities of credit institutions and other activities

that are not investing or financing activities.

• Investing activities: the acquisition or disposal of

long-term assets and other investments not included

in cash and cash equivalents.

• Financing activities: activities that result in changes

in the size and composition of the equity and

liabilities that are not operating activities.

During 2025, Banco Santander received interest

amounting to EUR 24,964 million and paid interest

amount to EUR 19,244 million (EUR 27,005 and 20,122

million, respectively, in 2024).

Also, the dividends received and paid by Banco

Santander are detailed in notes 4 and 36.

3. Grupo Santander

a) Banco Santander, S.A. and international Group

#### structure

The growth of Grupo Santander in the last decades has

led Banco Santander to also act, in practice, as a holding

entity of the shares of the various companies in its

Group, and its results are becoming progressively less

representative of the performance and earnings of the

Group. Therefore, each year the bank determines the

amount of the dividends to be distributed to its

shareholders on the basis of the consolidated net profit,

while maintaining the Group’s objectives of

capitalisation and taking into account that the

transactions of the Bank and of the rest of the Group are

managed on a consolidated basis (notwithstanding the

allocation to each company of the related net worth

effect).

At the international level, the various banks and other

subsidiaries, joint ventures and associates of the Group

are integrated in a corporate structure comprising

various holding companies which are the ultimate

shareholders of the banks and subsidiaries abroad.

The purpose of this structure, all of which is controlled

Banco Santander, is to optimise the international

organisation from the strategic, economic, financial and

tax standpoints, since it makes it possible to define the

most appropriate units to be entrusted with acquiring,

selling or holding stakes in other international entities,

the most appropriate financing method for these

transactions and the most appropriate means of

remitting the profits obtained by the group’s various

operating units to Spain.

The Appendices provide relevant data on the

consolidated group companies and on the companies

accounted for using the equity method.

#### b)  Acquisitions and disposals

Following is a summary of the main acquisitions and

disposals of ownership interests in the share capital of

other entities and other significant corporate

transactions performed  in the last two years or pending

to be completed:

47

i. Agreement for the sale of 49% of Santander Bank

Polska S.A. and accelerated placement of ordinary shares

On 5 May 2025, Banco Santander announced an

agreement to sell approximately 49% of the share

capital of Santander Bank Polska S.A. (Santander Polska)

to Erste Group Bank AG at a price of 584 zlotys per share,

as well as the 50% of Santander Towarzystwo Funduszy

Inwestycyjnych S.A. (TFI, the asset management

business in Poland) owned directly by Banco Santander,

S.A., for a total amount of approximately EUR

7,000 million.  Following the transaction and the

accelerated placement of ordinary shares announced on

2 December 2025, of  3,576,626  ordinary shares of

Santander Polska, representing approximately 3.5%  of

its share capital, for a total import of EUR 407 million,

Santander will hold 9.7% of Santander Polska's share

capital (58.7%  as of 31 December 2025). The

transaction was completed on 9 January 2026 (see Note

1.g. Introduction, basis of presentation of the

consolidated annual accounts, and other information,

subsequent events).

As a result of the agreement, the Group has reclassified

the assets of Santander Polska and TFI in the

consolidated balance sheet as of 31 December 2025, to

the heading 'Non-current assets held for sale', and their

liabilities to the heading 'Liabilities associated with non-

current assets held for sale'. Furthermore, the effect of

these businesses on the profit and loss account for the

2025 financial year has been classified under the

heading 'Profit/(loss) after tax from discontinued

operations' (see Note 12), with the same classification

being applied for comparative purposes in the profit and

loss accounts for the 2024 and 2023 financial years.

As part of this transaction, on 23 December 2025,

Santander Consumer, S.A. acquired 60% of Santander

Consumer Bank Polska, which was owned by Santander

Polska, for PLN  3,105  million (EUR 726 million). This

transaction had no significant impact on the Group's

consolidated financial statements.

ii. Agreement for the acquisition of TSB Banking

#### Group plc

On 1 July 2025, Banco Santander announced an

agreement with Banco de Sabadell, S.A. for the

acquisition of TSB Banking Group plc for approximately

GBP 2,650 million (EUR 3,100 million) plus the results

generated by this business between 31 March 2025, and

the closing of the transaction.

The completion of the transaction is subject to the usual

conditions for this type of deal, including obtaining the

relevant regulatory authorizations.

iii. Agreement for the sale of the stake in Caceis

On 19 December 2024, Grupo Santander signed an

agreement with Crédit Agricole S.A. for the sale of its

30.5% stake in the share capital of CACEIS. As a result of

the above, as of 31 December 2024, this participation

was reclassified, at its carrying value, from the line item

'investments' to the line item 'Non-current assets held

for sale' in the balance sheet (see Note 6). The

transaction was formalized in 2025 after obtaining the

relevant regulatory approvals, generating a profit before

taxes of EUR 231 million registered in the line item

'Gains or losses on non-current assets held for sale not

classified as discontinued operations' of the income

statement. Following the completion of the planned

transaction, Crédit Agricole S.A. holds the 100% of

CACEIS’s share capital.

The joint depositary, custody and related asset servicing

services of Santander and CACEIS in Latin America is not

included in the scope of the transaction and continues to

be jointly controlled by Santander and CACEIS.

iv.Accelerated placement of ordinary shares of

#### Santander Bank Polska

On 10 September 2024, Banco Santander, S.A.

announced an accelerated placement of 5,320,000

ordinary shares of its subsidiary Santander Bank Polska

S.A., representing approximately 5.2% of its share

capital, at a price of PLN 463 (EUR 108 ) per ordinary

share. The transaction was settled on September 13,

with the total transaction amounting to PLN

2,463 million (EUR 575 million). Banco Santander will

continue to hold a majority stake in Santander Bank

Polska S.A. of 62.2% of the share capital (prior to this

transaction, the percentage of participation was 67.4%).

This sale has resulted in an increase in reserves and

valuation adjustments of EUR 158 million and EUR

57 million, respectively, and an increase in minority

equity of EUR 360 million.

v.Tender offers for shares of Banco Santander

México, S.A., Institución de Banca Múltiple, Grupo

Financiero Santander México

On 21 October 2022, Banco Santander, S.A. ('Banco

Santander') announced that it intends to make

concurrent cash tender offers to acquire all of the shares

of Banco Santander México, S.A., Institución de Banca

Múltiple, Grupo Financiero Santander México

('Santander Mexico') in Mexico (Shares) and United

States (American Depositary Shares ('ADSs')) which were

not owned by Grupo Santander, which amount to

approximately   3.76% of Santander Mexico’s share

capital.

48

The offers were launched on 7 February 2023 and were

originally scheduled to close on 8 March 2023. On 1

March 2023, Banco Santander announced its decision to

extend the expiration date of the offers so that they

could be concluded on 10 April 2023. Finally, after the

offers' closing, 3.6% of the capital accepted the offer,

which raised the Group's stake in Santander México from

96.2%  to  99.8%will be settled on 13 March 2023.

Shareholders who participated in the offerings received

24.52 Mexican pesos (approximately  EUR 1.20 ) per

Share and USD  6.6876 in cash for each ADS (i.e., the

equivalent in United States dollars of122.6 Mexican

pesos in cash for each ADS at the US dollar/Mexican peso

exchange rate on the expiration date of 10 April

2023),which corresponded to the book value of the

Santander México share according to the quarterly

report of Santander México corresponding to the fourth

quarter of the year 2022 in accordance with applicable

legislation, with a total disbursement by Banco

Santander of approximately EUR 300 million.

The operation led to an increase of EUR 13 million in

Reserves and a decrease of EUR  313 million in minority

interests of the consolidated balance sheet.

Once the offers were concluded and settled, Banco

Santander proceeded to: (i) withdraw the ADSs from the

listing on the New York Stock Exchange ('NYSE') and the

Shares from the registry before the Securities and

Exchange Commission ('SEC') in the United States and;

(ii) cancel the registration of the Shares in the National

Securities Registry of the National Banking and Securities

Commission ('CNBV') and withdraw the listing of the

Shares in the Mexican Stock Exchange, S.A.B. de C.V.

('BMV'). Said cancellation was approved by the

extraordinary general shareholders' meeting of

Santander México held on 30 November 2022, with the

favourable vote of the holders of the shares that

represent more than 95% of the shares of Santander

Mexico, as required by the Mexican Securities Market

Law.

Pursuant to Mexican law, on 12 May 2023, Banco

Santander and Santander México established a trust (the

'Repurchase Trust'), to which the holders of the Shares

that remain outstanding after the conclusion of the

offers, to sell said Shares to the repurchase trust, at the

same cash price that would have been paid to them in

the Mexican offer with respect to the same. At the end of

the year, said trust was liquidated and the Group's

effective participation amounts to 99.98%.

#### c) Offshore entities

Spanish regulation

According to current Spanish regulation (Law 11/2021,

of 9 July; Royal Decree 1080/1991, of 5 July; and Order

HFP/115/2023, of 9 February), at year-end 2025 Grupo

Santander has three branches in the non-cooperative

jurisdictions of Jersey, the Isle of Man and the Cayman

Islands (offshore entities). The Group also has a

subsidiary in Guernsey, which is in the process of being

wound up and is tax resident in the United Kingdom, and

is therefore subject to its tax regime.

i.

#### Offshore branches

As previously mentioned, Grupo Santander has three

offshore branches in the non-cooperative jurisdictions of

the Cayman Islands, the Isle of Man and Jersey. They

report to, and consolidate balance sheets and income

statements with, their respective foreign headquarters.

They are taxed either with their headquarters (the

Cayman Islands branch in Brazil) or in the territories they

are located (Jersey and the Isle of Man, pertain to the

UK)

These  three  offshore branches have a total of  147

employees as of December 2025.

ii. Subsidiaries in non-cooperative jurisdictions that

are tax resident in the United Kingdom  (UK)

Grupo Santander also has a subsidiary incorporated in

the non-cooperative jurisdiction of Guernsey, which is

not deemed an offshore entity because it operated

exclusively from the UK and is tax resident there, and is

therefore subject to UK tax law. This subsidiary is in the

process of being liquidated as of December 31,

2025.Additionally, during 2025 a subsidiary incorporated

in Bermuda  and tax resident in the United Kingdom, was

liquidated.

iii. Other offshore holdings

From Brazil, Grupo Santander manages Santander Brazil

Global Investment Fund SPC, a segregated portfolio

company located in the Cayman Islands.  The Group also

holds minority, non-controlling financial interests in

entities located in non-cooperative jurisdictions, including,

among others, Klar Holdings Limited in the Cayman Islands.

49

The European Union (EU)

Santander has no presence in any of the 11 jurisdictions

included on the EU Council’s blacklist of non-cooperative

jurisdictions for tax purposes as of 31 December 2025.

Additionally, the EU grey list comprises another 11

jurisdictions which have sufficiently committed to fully

adapting their legislation to international tax standards,

subject to monitoring by the EU. Within these grey-list

jurisdictions, Santander operates only in Morocco

through one subsidiary and holds a minority interest in a

financial institution tax resident in that jurisdiction.

Organization for Economic Cooperation and

Development (OECD)

Grupo Santander has no presence in any jurisdictions

non-compliant with both OECD standards on

transparency and exchange of information for tax

purposes (the automatic exchange of information AEOI

standard and the exchange of information on request

EOIR standard), according to the last annual reports of

the OECD Global Forum on Transparency and Exchange

of Information for Tax Purposes, released on 2

December 2025.

However, Vietnam —a jurisdiction where Santander has

a subsidiary— does not comply with the EOIR standard.

Meanwhile, The Bahamas and Chile —jurisdictions

where Santander is also present—, although they have

complete legal and regulatory frameworks in place for

the implementation of the AEOI standard, they still need

to improve the effectiveness of this standard.

Santander presence in offshore territories at the end of

2025 is as follows:Group presence in non-cooperative

jurisdictions

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Regulatory framework | Group presence in non-  cooperative jurisdictions | |
| Subsidiaries | Branches |
| Spanish legislation  a | — | 3 b |
| Council of the EU blacklist | — | — |
| OECD  c | — | — |
| 2025 | — | 3 |
| 2024 c | — | 3 |

a. Additionally, there is one subsidiary constituted in Guernsey (in the

process of winding up), but resident for tax purposes in the UK.

b.  The Group has three branches in Jersey, the Isle of Man and the

Cayman Islands. These jurisdictions are not included in the European

Union’s October 2025 blacklist and fully comply with both OECD

international standards on transparency and exchange of information

for tax purposes (AEOI and EOIR).

c.    Jurisdictions non-compliant with both OECD standards (AEOI and EOIR).

Grupo Santander has the right mechanisms (risk

management, supervision, verification and review plans,

and regular reporting) to prevent reputational, tax and

legal risks in entities resident in non-cooperative

jurisdictions. Grupo Santander also maintains its policy

of limiting and reducing its presence in non-cooperative

jurisdictions when possible.

PwC member firms audited the financial statements of

Grupo Santander’s offshore entities in   2025  and  2024 .

d) Consolidated balance sheet, income statement,

statement of recognized income and expenses,

statement of changes in total equity and cash-flow

statement

Presented below are the Group´s consolidated balance

sheets as of December 31, 2025 and 2024, and the

consolidated income statements, statements of

recognized income and expense, statements of changes

in total equity and statements of cash flows for the years

ended on those dates.

50

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CONSOLIDATED BALANCE SHEETS AS OF 31 DECEMBER 2025 AND 2024 | | | | |
| EUR million | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| ASSETS | 2025 | 2024 A |
| CASH, CASH BALANCES AT CENTRAL BANKS AND OTHER DEPOSITS ON DEMAND | 152,281 | 192,208 |
| FINANCIAL ASSETS HELD FOR TRADING | 252,318 | 230,253 |
| Derivatives | 58,355 | 64,100 |
| Equity instruments | 22,030 | 16,636 |
| Debt securities | 98,568 | 82,646 |
| Loans and advances | 73,365 | 66,871 |
| Central banks | 14,632 | 12,966 |
| Credit institutions | 25,967 | 27,314 |
| Customers | 32,766 | 26,591 |
| NON-TRADING FINANCIAL ASSETS MANDATORILY AT FAIR VALUE THROUGH PROFIT  OR LOSS | 7,761 | 6,130 |
| Equity instruments | 5,815 | 4,641 |
| Debt securities | 245 | 447 |
| Loans and advances | 1,701 | 1,042 |
| Central banks | — | — |
| Credit institutions | — | — |
| Customers | 1,701 | 1,042 |
| FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS | 8,046 | 7,915 |
| Debt securities | 2,894 | 2,897 |
| Loans and advances | 5,152 | 5,018 |
| Central banks | — | — |
| Credit institutions | 413 | 408 |
| Customers | 4,739 | 4,610 |
| FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME | 74,612 | 89,898 |
| Equity instruments | 2,281 | 2,193 |
| Debt securities | 58,305 | 76,558 |
| Loans and advances | 14,026 | 11,147 |
| Central banks | — | — |
| Credit institutions | 1,120 | 363 |
| Customers | 12,906 | 10,784 |
| FINANCIAL ASSETS AT AMORTIZED COST | 1,202,689 | 1,203,707 |
| Debt securities | 140,014 | 120,949 |
| Loans and advances | 1,062,675 | 1,082,758 |
| Central banks | 15,986 | 16,179 |
| Credit institutions | 61,513 | 55,537 |
| Customers | 985,176 | 1,011,042 |
| HEDGING DERIVATIVES | 3,931 | 5,672 |
| CHANGES IN THE FAIR VALUE OF HEDGED ITEMS IN  PORTFOLIO HEDGES OF INTEREST RATE RISK | 50 | (704) |
| INVESTMENTS | 7,052 | 7,277 |
| Joint venture entities | 1,956 | 2,061 |
| Associated entities | 5,096 | 5,216 |
| ASSETS UNDER INSURANCE OR REINSURANCE CONTRACTS | 223 | 222 |
| TANGIBLE ASSETS | 27,438 | 32,087 |
| Property, plant and equipment | 26,416 | 31,212 |
| For own-use | 11,663 | 12,636 |

51

|  |  |  |
| --- | --- | --- |
|  |  |  |
| ASSETS | 2025 | 2024 A |
| Leased out under an operating lease | 14,753 | 18,576 |
| Investment properties | 1,022 | 875 |
| Of which leased out under an operating lease | 860 | 749 |
| INTANGIBLE ASSETS | 17,308 | 19,259 |
| Goodwill | 11,958 | 13,438 |
| Other intangible assets | 5,350 | 5,821 |
| TAX ASSETS | 30,076 | 30,596 |
| Current tax assets | 11,132 | 11,426 |
| Deferred tax assets | 18,944 | 19,170 |
| OTHER ASSETS | 8,719 | 8,559 |
| Insurance contracts linked to pensions | 67 | 81 |
| Inventories | 7 | 6 |
| Other | 8,645 | 8,472 |
| NON-CURRENT ASSETS HELD FOR SALE | 75,011 | 4,002 |
| TOTAL ASSETS | 1,867,515 | 1,837,081 |

A.  Presented for comparison purposes only.

52

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CONSOLIDATED BALANCE SHEETS AS OF 31 DECEMBER 2025 AND 2024 | | | | |
| EUR million | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| LIABILITIES | 2025 | 2024 A |
| FINANCIAL LIABILITIES HELD FOR TRADING | 171,546 | 152,151 |
| Derivatives | 51,968 | 57,753 |
| Short positions | 44,015 | 35,830 |
| Deposits | 75,563 | 58,568 |
| Central banks | 12,385 | 13,300 |
| Credit institutions | 27,058 | 26,284 |
| Customers | 36,120 | 18,984 |
| Marketable debt securities | — | — |
| Other financial liabilities | — | — |
| FINANCIAL LIABILITIES DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS | 42,148 | 36,360 |
| Deposits | 30,440 | 28,806 |
| Central banks | 3,086 | 1,774 |
| Credit institutions | 1,424 | 1,625 |
| Customers | 25,930 | 25,407 |
| Marketable debt securities | 11,686 | 7,554 |
| Other financial liabilities | 22 | — |
| Memorandum items: subordinated liabilities | — | — |
| FINANCIAL LIABILITIES AT AMORTIZED COST | 1,421,184 | 1,484,322 |
| Deposits | 1,072,384 | 1,126,439 |
| Central banks | 18,542 | 24,882 |
| Credit institutions | 74,692 | 90,012 |
| Customers | 979,150 | 1,011,545 |
| Marketable debt securities | 312,704 | 317,967 |
| Other financial liabilities | 36,096 | 39,916 |
| Memorandum items: subordinated liabilities | 29,287 | 35,813 |
| HEDGING DERIVATIVES | 4,248 | 4,752 |
| CHANGES IN THE FAIR VALUE OF HEDGED ITEMS IN  PORTFOLIO HEDGES OF INTEREST RATE RISK | 49 | (9) |
| LIABILITIES UNDER INSURANCE CONTRACTS | 18,737 | 17,829 |
| PROVISIONS | 8,355 | 8,407 |
| Pensions and other post-retirement obligations | 1,656 | 1,731 |
| Other long term employee benefits | 993 | 915 |
| Taxes and other legal contingencies | 2,989 | 2,717 |
| Contingent liabilities and commitments | 713 | 710 |
| Other provisions | 2,004 | 2,334 |
| TAX LIABILITIES | 9,568 | 9,598 |
| Current tax liabilities | 3,664 | 3,322 |
| Deferred tax liabilities | 5,904 | 6,276 |
| OTHER LIABILITIES | 15,937 | 16,344 |
| LIABILITIES ASSOCIATED WITH NON-CURRENT ASSETS HELD FOR SALE | 62,995 | — |
| TOTAL LIABILITIES | 1,754,767 | 1,729,754 |

A.  Presented for comparison purposes only.

53

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CONSOLIDATED BALANCE SHEETS AS OF 31 DECEMBER 2025 AND  2024 | | | | |
| EUR million | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EQUITY | 2025 | 2024 A |
| SHAREHOLDERS´ EQUITY | 141,144 | 135,196 |
| CAPITAL | 7,345 | 7,576 |
| Called up paid capital | 7,345 | 7,576 |
| Unpaid capital which has been called up | — | — |
| SHARE PREMIUM | 36,792 | 40,079 |
| EQUITY INSTRUMENTS ISSUED OTHER THAN CAPITAL | — | — |
| Equity component of the compound financial instrument | — | — |
| Other equity instruments issued | — | — |
| OTHER EQUITY | 273 | 217 |
| ACCUMULATED RETAINED EARNINGS | 91,959 | 82,326 |
| REVALUATION RESERVES | — | — |
| OTHER RESERVES | (7,532) | (5,976) |
| Reserves or accumulated losses in joint venture investments | 1,643 | 1,831 |
| Others | (9,175) | (7,807) |
| (-) OWN SHARES | (96) | (68) |
| PROFIT OR LOSS ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT | 14,101 | 12,574 |
| (-) INTERIM DIVIDENDS | (1,698) | (1,532) |
| OTHER COMPREHENSIVE INCOME OR LOSS | (37,974) | (36,595) |
| Items that will not be reclassified to profit or loss | (4,121) | (4,757) |
| Items that may be reclassified to profit or loss | (33,853) | (31,838) |
| NON-CONTROLLING INTEREST | 9,578 | 8,726 |
| Other comprehensive income or loss | (1,947) | (2,020) |
| Other items | 11,525 | 10,746 |
| TOTAL EQUITY | 112,748 | 107,327 |
| TOTAL LIABILITIES AND EQUITY | 1,867,515 | 1,837,081 |
| MEMORANDUM ITEMS: OFF BALANCE SHEET AMOUNTS |  |  |
| Loan commitments granted | 321,234 | 302,861 |
| Financial guarantees granted | 17,449 | 16,901 |
| Other commitments granted | 148,118 | 134,493 |

A.  Presented for comparison purposes only.

54

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CONSOLIDATED INCOME STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024 | | | | |
| EUR million | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | (Debit) Credit | |
|  | 2025 | 2024 A |
| Interest income | 101,710 | 109,012 |
| Financial assets at fair value through other comprehensive income | 5,713 | 6,931 |
| Financial assets at amortized cost | 76,248 | 80,992 |
| Other interest income | 19,749 | 21,089 |
| Interest expense | (59,362) | (65,225) |
| Interest income/(charges) | 42,348 | 43,787 |
| Dividend income | 715 | 710 |
| Income from companies accounted for using the equity method | 665 | 687 |
| Commission income | 17,387 | 16,834 |
| Commission expense | (4,411) | (4,458) |
| Gain or losses on financial assets and liabilities not measured  at fair value through profit or loss, net | 127 | (117) |
| Financial assets at amortized cost | (89) | (190) |
| Other financial assets and liabilities | 216 | 73 |
| Gain or losses on financial assets and liabilities held for trading, net | 1,017 | 1,344 |
| Reclassification of financial assets at fair value through other comprehensive income | — | — |
| Reclassification of financial assets at amortized cost | — | — |
| Other gains (losses) | 1,017 | 1,344 |
| Gains or losses on non-trading financial assets and liabilities mandatorily  at fair value through profit or loss | 1,106 | 495 |
| Reclassification of financial assets at fair value through other comprehensive income | — | — |
| Reclassification of financial assets at amortized cost | — | — |
| Other gains (losses) | 1,106 | 495 |
| Gain or losses on financial assets and liabilities measured  at fair value through profit or loss, net | (307) | 691 |
| Gain or losses from hedge accounting, net | 12 | 14 |
| Exchange differences, net | 407 | (216) |
| Other operating income | 1,583 | 846 |
| Other operating expenses | (2,070) | (2,258) |
| Income from insurance and reinsurance contracts | 476 | 470 |
| Expenses from insurance and reinsurance contracts | (385) | (449) |
| Total income | 58,670 | 58,380 |
| Administrative expenses | (21,533) | (21,970) |
| Staff costs | (13,633) | (13,825) |
| Other general administrative expenses | (7,900) | (8,145) |
| Depreciation and amortisation cost | (3,178) | (3,179) |
| Provisions or reversal of provisions, net | (2,729) | (3,465) |
| Impairment or reversal of impairment at financial assets not measured  at fair value through  profit or loss and net gains and losses from changes | (12,546) | (12,136) |
| Financial assets at fair value through other comprehensive income | (29) | 1 |
| Financial assets at amortized cost | (12,517) | (12,137) |
| Impairment or reversal of impairment of investments in  subsidiaries, joint ventures and associates, net | — | — |
| Impairment or reversal of impairment on non-financial assets, net | (251) | (624) |
| Tangible assets | (129) | (382) |
| Intangible assets | (112) | (231) |
| Others | (10) | (11) |
| Gain or losses on non-financial assets and investments, net | — | 368 |
| Negative goodwill recognized in results | 22 | — |

55

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | (Debit) Credit | |
|  | 2025 | 2024 A |
| Gains or losses on non-current assets held for sale  not classified as discontinued operations | 226 | (27) |
| Operating profit/(loss) before tax | 18,681 | 17,347 |
| Tax expense or income from continuing operations | (4,723) | (4,844) |
| Profit/(loss) from continuing operations | 13,958 | 12,503 |
| Profit/(loss) after tax from discontinued operations | 1,542 | 1,241 |
| Profit/(loss) for the year | 15,500 | 13,744 |
| Profit/(loss) attributable to non-controlling interests | 1,399 | 1,170 |
| Profit/(loss) attributable to the parent | 14,101 | 12,574 |
| Earnings/(losses) per share |  |  |
| Basic | 0.905 | 0.771 |
| Diluted | 0.900 | 0.768 |

A. Presented for comparison purposes only.

56

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CONSOLIDATED STATEMENTS OF RECOGNIZED INCOME AND EXPENSE FOR THE YEARS ENDED 31 DECEMBER 2025 AND  2024 | | | | |
| EUR million | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 A |
| CONSOLIDATED PROFIT/(LOSS) FOR THE YEAR | 15,500 | 13,744 |
| OTHER RECOGNISED INCOME AND EXPENSE | (1,858) | (2,339) |
| Items that will not be reclassified to profit or loss | 100 | 219 |
| Actuarial gains and losses on defined benefit pension plans | (73) | (584) |
| Non-current assets held for sale | 10 | — |
| Other recognised income and expense of investments in  subsidiaries, joint ventures and associates | 1 | (3) |
| Changes in the fair value of equity instruments measured at fair value through other comprehensive  income | 245 | 447 |
| Gains or losses resulting from the accounting for hedges of equity instruments measured at fair value  through other comprehensive income, net | — | — |
| Changes in the fair value of equity instruments measured at fair value through other comprehensive  income (hedged item) | (76) | 20 |
| Changes in the fair value of equity instruments measured at fair value through other comprehensive  income (hedging instrument) | 76 | (20) |
| Changes in the fair value of financial liabilities at fair value through profit or loss attributable to changes in  credit risk | (160) | 277 |
| Income tax relating to items that will not be reclassified | 77 | 82 |
| Items that may be reclassified to profit or loss | (1,958) | (2,558) |
| Hedges of net investments in foreign operations (effective portion) | 195 | 420 |
| Revaluation gains (losses) | 195 | 420 |
| Amounts transferred to income statement | — | — |
| Other reclassifications | — | — |
| Exchanges differences | (3,399) | (3,047) |
| Revaluation gains (losses) | (3,399) | (3,047) |
| Amounts transferred to income statement | — | — |
| Other reclassifications | — | — |
| Cash flow hedges (effective portion) | 867 | 558 |
| Revaluation gains (losses) | 158 | (698) |
| Amounts transferred to income statement | 709 | 1,256 |
| Transferred to initial carrying amount of hedged items | — | — |
| Other reclassifications | — | — |
| Hedging instruments (items not designated) | (14) | — |
| Revaluation gains (losses) | (1) | — |
| Amounts transferred to income statement | (13) | — |
| Other reclassifications | — | — |
| Debt instruments at fair value with changes in other comprehensive income | 613 | (493) |
| Revaluation gains (losses) | 715 | (447) |
| Amounts transferred to income statement | (102) | (46) |
| Other reclassifications | — | — |
| Non-current assets held for sale | 274 | — |
| Revaluation gains (losses) | 267 | — |
| Amounts transferred to income statement | 7 | — |
| Other reclassifications | — | — |
| Share of other recognised income and expense of investments | 20 | (108) |
| Income tax relating to items that may be reclassified to profit or loss | (514) | 112 |
| Total recognised income and expenses for the year | 13,642 | 11,405 |
| Attributable to non-controlling interests | 1,452 | 709 |
| Attributable to the parent | 12,190 | 10,696 |

A. Presented for comparison purposes only.

57

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024 | | | | | |
| EUR million | | | | | |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  | Non-controlling interest | |  |
|  | Capital | Share  premium | Equity  instruments  issued (not  capital) | Other equity  instruments | Accumulated  retained  earnings | Revaluation  reserves | Other  reserves | (-) Own  shares | Profit  attributable to  shareholders  of the parent | (-) Interim  dividends | Other  comprehensive  income | Other  comprehensive  income | Other  items | Total |
| Balance at 31 December 2024A | 7,576 | 40,079 | — | 217 | 82,326 | — | (5,976) | (68) | 12,574 | (1,532) | (36,595) | (2,020) | 10,746 | 107,327 |
| Adjustments due to errors | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Adjustments due to changes in  accounting policies | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Opening balance at 1 January  2024 A | 7,576 | 40,079 | — | 217 | 82,326 | — | (5,976) | (68) | 12,574 | (1,532) | (36,595) | (2,020) | 10,746 | 107,327 |
| Total recognised income and  expense | — | — | — | — | — | — | — | — | 14,101 | — | (1,911) | 53 | 1,399 | 13,642 |
| Other changes in equity | (231) | (3,287) | — | 56 | 9,633 | — | (1,556) | (28) | (12,574) | (166) | 532 | 20 | (620) | (8,221) |
| Issuance of ordinary shares | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Issuance of preferred shares | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Issuance of other financial  instruments | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Maturity of other financial  instruments | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Conversion of financial liabilities  into equity | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Capital reduction | (231) | (3,287) | — | — | — | — | 231 | 3,287 | — | — | — | — | (8) | (8) |
| Dividends | — | — | — | — | (1,643) | — | — | — | — | (1,698) | — | — | (896) | (4,237) |
| Purchase of equity instruments | — | — | — | — | — | — | — | (4,081) | — | — | — | — | — | (4,081) |
| Disposal of equity instruments | — | — | — | — | — | — | 34 | 766 | — | — | — | — | — | 800 |
| Transfer from equity to liabilities | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Transfer from liabilities to equity | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Transfers between equity items | — | — | — | — | 11,276 | — | (766) | — | (12,574) | 1,532 | 532 | 20 | (20) | — |
| Increases (decreases) due to  business combinations | — | — | — | — | — | — | — | — | — | — | — | — | (5) | (5) |
| Share-based payment | — | — | — | (67) | — | — | — | — | — | — | — | — | — | (67) |
| Others increases or (-) decreases  in equity | — | — | — | 123 | — | — | (1,055) | — | — | — | — | — | 309 | (623) |
| Balance at 31 December 2025 | 7,345 | 36,792 | — | 273 | 91,959 | — | (7,532) | (96) | 14,101 | (1,698) | (37,974) | (1,947) | 11,525 | 112,748 |

A. Presented for comparison purpose only .

58

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY FOR THE YEARS ENDED 31 DECEMBER 2024  AND   2023 | | | | | |
| EUR million | | | | | |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  | Non-controlling interest | |  |
|  | Capital | Share  premium | Equity  instruments  issued (not  capital) | Other equity  instruments | Accumulated  retained  earnings | Revaluation  reserves | Other  reserves | (-) Own  shares | Profit  attributable to  shareholders of  the parent | (-)  Interim  dividends | Other  comprehensive  income | Other  comprehensi  ve income | Other  items | Total |
| Balance at 31 December 2023A | 8,092 | 44,373 | 720 | 195 | 74,114 | — | (5,751) | (1,078) | 11,076 | (1,298) | (35,020) | (1,559) | 10,377 | 104,241 |
| Adjustments due to errors | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Adjustments due to changes in  accounting policies | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Opening balance at 1 January 2023A | 8,092 | 44,373 | 720 | 195 | 74,114 | — | (5,751) | (1,078) | 11,076 | (1,298) | (35,020) | (1,559) | 10,377 | 104,241 |
| Total recognised income and  expense | — | — | — | — | — | — | — | — | 12,574 | — | (1,878) | (461) | 1,170 | 11,405 |
| Other changes in equity | (516) | (4,294) | (720) | 22 | 8,212 | — | (225) | 1,010 | (11,076) | (234) | 303 | — | (801) | (8,319) |
| Issuance of ordinary shares | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Issuance of preferred shares | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Issuance of other financial  instruments | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Maturity of other financial  instruments | — | — | (751) | — | — | — | — | — | — | — | — | — | (590) | (1,341) |
| Conversion of financial liabilities into  equity | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Capital reduction | (516) | (4,294) | — | — | — | — | 516 | 4,294 | — | — | — | — | (93) | (93) |
| Dividends | — | — | — | — | (1,485) | — | — | — | — | (1,532) | — | — | (660) | (3,677) |
| Purchase of equity instruments | — | — | — | — | — | — | — | (4,038) | — | — | — | — | — | (4,038) |
| Disposal of equity instruments | — | — | — | — | — | — | 8 | 754 | — | — | — | — | — | 762 |
| Transfer from equity to liabilities | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Transfer from liabilities to equity | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Transfers between equity items | — | — | — | — | 9,697 | — | (215) | — | (11,076) | 1,298 | 303 | — | (7) | — |
| Increases (decreases) due to business  combinations | — | — | — | — | — | — | — | — | — | — | — | — | (8) | (8) |
| Share-based payment | — | — | — | (62) | — | — | — | — | — | — | — | — | — | (62) |
| Others increases or (-) decreases in  equity | — | — | 31 | 84 | — | — | (534) | — | — | — | — | — | 557 | 138 |
| Balance at 31 December 2024A | 7,576 | 40,079 | — | 217 | 82,326 | — | (5,976) | (68) | 12,574 | (1,532) | (36,595) | (2,020) | 10,746 | 107,327 |

A.  Presented for comparison purposes only .

59

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 2025  AND  2024 | | | | |
| EUR million | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 A |
| A. CASH FLOWS FROM OPERATING ACTIVITIES | (14,835) | (24,155) |
| Profit or loss for the year | 15,500 | 13,744 |
| Adjustments made to obtain the cash flows from operating activities | 31,347 | 28,361 |
| Depreciation and amortisation cost | 3,178 | 3,179 |
| Other adjustments | 28,169 | 25,182 |
| Net increase/(decrease) in operating assets | 119,257 | 117,996 |
| Financial assets held-for-trading | 25,776 | 62,460 |
| Non-trading financial assets mandatorily at fair value through profit or loss | 1,867 | 31 |
| Financial assets at fair value through profit or loss | 146 | (1,850) |
| Financial assets at fair value through other comprehensive income | (6,733) | 10,225 |
| Financial assets at amortized cost | 97,964 | 45,995 |
| Other operating assets | 237 | 1,135 |
| Net increase/(decrease) in operating liabilities | 62,529 | 57,616 |
| Financial liabilities held-for-trading | 20,654 | 34,256 |
| Financial liabilities designated at fair value through profit or loss | 5,858 | (3,854) |
| Financial liabilities at amortized cost | 35,719 | 34,164 |
| Other operating liabilities | 298 | (6,950) |
| Income tax recovered/(paid) | (4,954) | (5,880) |
| B. CASH FLOWS FROM INVESTING ACTIVITIES | 534 | (3,712) |
| Payments | 7,925 | 11,355 |
| Tangible assets | 5,854 | 8,494 |
| Intangible assets | 1,805 | 2,104 |
| Investments | 79 | 686 |
| Subsidiaries and other business units | 187 | 71 |
| Non-current assets held for sale and associated liabilities | — | — |
| Other payments related to investing activities | — | — |
| Proceeds | 8,459 | 7,643 |
| Tangible assets | 5,206 | 5,966 |
| Intangible assets | — | — |
| Investments | 749 | 681 |
| Subsidiaries and other business units | 54 | 8 |
| Non-current assets held for sale and associated liabilities | 2,450 | 988 |
| Other proceeds related to investing activities | — | — |
| C. CASH FLOW FROM FINANCING ACTIVITIES | (14,203) | (5,510) |
| Payments | 17,743 | 14,045 |
| Dividends | 3,341 | 3,017 |
| Subordinated liabilities | 8,822 | 4,096 |
| Redemption of own equity instruments | — | 751 |
| Acquisition of own equity instruments | 4,081 | 4,038 |
| Other payments related to financing activities | 1,499 | 2,143 |
| Proceeds | 3,540 | 8,535 |
| Subordinated liabilities | 2,287 | 7,001 |
| Issuance of own equity instruments | — | — |
| Disposal of own equity instruments | 815 | 765 |
| Other proceeds related to financing activities | 438 | 769 |
| D. EFFECT OF FOREIGN EXCHANGE RATE DIFFERENCES | (8,908) | 5,243 |
| E. NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | (37,412) | (28,134) |

60

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 A |
| F. CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR | 192,208 | 220,342 |
| G. CASH AND CASH EQUIVALENTS AT END OF THE YEAR | 154,796 | 192,208 |
| COMPONENTS OF CASH AND CASH EQUIVALENTS AT END OF THE YEAR |  |  |
| Cash | 7,357 | 9,253 |
| Cash equivalents at central banks | 135,330 | 170,914 |
| Other financial assets | 9,594 | 12,041 |
| Less, bank overdrafts refundable on demand | — | — |
| TOTAL CASH AND CASH EQUIVALENTS AT END OF THE YEAR | 152,281 | 192,208 |
| In which, restricted cash | — | — |
| TOTAL CASH AND CASH EQUIVALENTS AT END OF PERIOD ASSOCIATED WITH NON-  CURRENT ASSETS HELD FOR SALE | 2,515 | — |

A.  Presented for comparison purposes only .

61

4. Distribution of Banco

#### Santander's profit, shareholder

remuneration scheme and

#### earnings per share

a) Distribution of Banco Santander’s profit and

#### shareholder remuneration scheme

The distribution of the Bank's current annual results that

the board of directors will propose for approval by the

shareholders at the annual general meeting is as

follows:

|  |  |
| --- | --- |
|  |  |
| EUR million | |
| To dividends | 3,520 |
| Dividend paid at 31 December  A | 1,699 |
| Complementary dividend  B | 1,821 |
| To voluntary reserves  C | 7,593 |
| Net profit for the year | 11,113 |

A. Total amount paid as interim dividend, at the rate of EUR  11.5 fixed

cents per eligible share (recorded in 'Shareholders' equity - Interim

dividends').

B. Fixed complementary dividend of EUR 12.5 gross cents per eligible

share, payable in cash as from 5 May 2026. The total amount has been

estimated on the assumption that, as a result of the partial

implementation of the buyback program announced on February 3,

2026, the number of the Bank's outstanding shares eligible for the

dividend will be 14,568,470,446 and that, as envisaged, the capital

increase submitted to the 2026 general meeting under item 6.C of the

agenda will not be executed before 5 May 2026. Therefore, the total

amount of the complementary dividend may be lower if more shares

than initially envisaged are acquired under the buy-back programme, or

higher if fewer shares are acquired under the buy-back programme or if

the capital increase submitted to this general meeting under item 6.C

of the agenda is executed before 5 May 2026.

C. Estimated amount corresponding to a complementary dividend of EUR

1,821,058,805.75. To be increased or reduced by the same amount by

which the total amount of the final dividend is lower or higher,

respectively, than its estimated amount.

The transcribed proposal comprises the part of the 2025

shareholder remuneration policy that is implemented

through cash dividends (the interim dividend paid in

November 2025 of EUR 11.5  cents per share with

dividend entitlement, approved by the board of directors

on September 30, 2025, and the complementary

dividend expected to be paid as of   5 May 2026, of EUR

12.5 cents per share with the dividend entitlement,

proposed by the board of directors on 24 February 2026,

and therefore subject to approval by the general

meeting).

The remuneration policy also provides for shareholder

remuneration through the implementation of share

buyback programmes, to which an amount equivalent to

25% of the Group’s underlying profit will be allocated.

The first programme charged to 2025 results, amounting

to approximately amount of EUR 1,700  million, was

completed between August 2025 and December 2025.

In addition, in 2025 Banco Santander announced its

objective of allocating at least EUR 10,000 million to

share buybacks in respect of 2025 and 2026 results and

expected excess capital. As part of this objective, on 4

February 2026 a second buyback programme was

launched for a maximum total amount of EUR 5,030

million, of which EUR 1,830 million corresponds to an

amount equivalent to approximately 25% of the Group’s

underlying profit in the second half of 2025, and the

remaining EUR 3,200 million corresponds to

approximately 50% of the capital released following

completion of the sale of the 49% stake in Santander

Bank Polska. A capital reduction resolution is also being

submitted to the general meeting to enable the

cancellation of the treasury shares acquired under this

second buyback programme.

The accounting statement, prepared by the Bank

pursuant to legal requirements, evidencing the existence

of sufficient liquidity for the payment of the interim

dividend on the date and for the amount mentioned

above, was as follows:

|  |  |
| --- | --- |
|  |  |
| EUR million | |
|  | 31 August 2025 |
| Profit before taxes | 6,193 |
| Tax expense | 635 |
| Dividends paid in cash | — |
| Distributable maximum amount | 5,558 |
| Available liquidity | 96,923 |

62

Finally, and although it does not form part of the

remuneration charged to the 2025 financial year, it is

hereby stated that, in execution of the resolution of the

general meeting held on 4 April 2025, on 2 May 2025

the Bank paid a final cash dividend of EUR 11 cents per

share charged to 2024 results.  Lastly, also charged to

2024 results, the Bank implemented two share buyback

programmes. The first of these programmes, for a

maximum amount of EUR 1,525 million, was completed

in December 2024, and the second, for a maximum

amount of EUR 1,587 million, was completed in June

2025.

b) Earnings/loss per share from continuing and

#### discontinued operations

i. Basic earnings / loss per share

Basic earnings/loss per share are calculated by dividing

the net profit attributable to the Group, adjusted by the

after-tax amount of the remuneration of contingently

convertible preference shares (PPCC) recognised in

equity and the capital perpetual preference shares

(PPCA)  (see note 21), if applicable, by the weighted

average number of ordinary shares outstanding during

that period, excluding the average number of own

shares held through that period.

Accordingly:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 |
| Profit (Loss) attributable to the  Parent (EUR million) | 14,101 | 12,574 |
| Remuneration of PPCC and PPCA  (EUR million) (note 21) | (622) | (620) |
|  | 13,479 | 11,954 |
| Of which: |  |  |
| Profit (Loss) from discontinued  operations (non controlling  interest net) (EUR million) | 962 | 822 |
| Profit (Loss) from continuing  operations (non-controlling  interest and PPCC and PPCA  net)  (EUR million) | 12,517 | 11,132 |
| Weighted average number of  shares outstanding | 14,890.30484 | 15,497.607269 |
| Basic earnings (Loss) per share  (euros) | 0.905 | 0.771 |
| Of which, from discounted  operations (euros) | 0.065 | 0.053 |
| Basic earnings (Loss) per share  from continuing operations  (euros) | 0.840 | 0.718 |

ii. Diluted earnings / loss per share

Diluted earnings/loss per share are calculated by

dividing the net profit attributable to the Group, adjusted

by the after-tax amount of the remuneration of

contingently convertible preference shares recognised in

equity (PPCC) recognised in equity and the capital

perpetual preference shares (PPCA)  (see note 21) , by the

weighted average number of ordinary shares

outstanding during the year, excluding the average

number of treasury shares and adjusted for all the

dilutive effects inherent to potential ordinary shares

(share options, and convertible debt securities).

Accordingly, diluted earnings/loss per share were

determined as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 |
| Profit (Loss) attributable to the  Parent (EUR million) | 14,101 | 12,574 |
| Remuneration of PPCC and  PPCA (EUR million) (note 21) | (622) | (620) |
| Dilutive effect of changes in  profit for the period arising from  potential conversion of ordinary  shares | — | — |
|  | 13,479 | 11,954 |
| Of which: |  |  |
| Profit (Loss) from  discontinued operations (net  of non-controlling interests)  (EUR million) | 962 | 822 |
| Profit (Loss) from continuing  operations (net of non-  controlling interests and  PPCC and PPCA) (EUR  million) | 12,517 | 11,132 |
| Weighted average number of  shares outstanding | 14,890,304,840 | 15,497,607,269 |
| Dilutive effect of options/rights  on shares | 85,269,647 | 70,110,570 |
| Adjusted number of shares | 14,975,574,487 | 15,567,717,839 |
| Diluted earnings (Loss) per  share (euros) | 0.900 | 0.768 |
| Of which, from discounted  operations (euros) | 0.064 | 0.053 |
| Diluted earnings (Loss) per  share from continuing  operations (euros) | 0.836 | 0.715 |

63

5. Remuneration and other

#### benefits paid to the Bank's

#### directors and senior managers

The following section contains qualitative and

quantitative disclosures on the remuneration paid to the

members of the board of directors —both executive and

non-executive directors— and senior managers for  2025

and 2024 .

#### a) Remuneration of Directors

i. Bylaw-stipulated emoluments

The annual general meeting held on 22 March 2013

approved an amendment to the Bylaws, whereby the

remuneration of directors in their capacity as board

members became an annual fixed amount determined

by the annual general meeting. This amount shall

remain in effect unless the shareholders resolve to

change it at a general meeting. However, the board of

directors may elect to reduce the amount in any years in

which it deems such action justified.

The maximum remuneration established by the annual

general meeting was EUR 6 million  in 2025 (EUR

6 million  in 2024), with two  components: (a) an annual

emolument and (b) attendance fees.

The specific amount payable for the above-mentioned

items to each of the directors is determined by the board

of directors. For such purpose, it takes into consideration

the positions held by each director on the board, their

membership of the board and the board committees and

their attendance to the meetings thereof, and any other

objective circumstances considered by the board.

The total Bylaw-stipulated emoluments earned by the

directors in 2025   amounted to EUR   5.3 million  (EUR

5.4 million  in 2024 ) .

Annual allotment

For 2025, the board of directors, upon recommendation

of the remuneration committee, approved a 3% increase

in the annual allotments payable to the chair and

members of the board and its committees (including the

executive committee), as well as to the lead independent

director and the non-executive Vice Chair .Accordingly,

each director received, in respect of 2024 and 2025, the

amounts corresponding to their service on the board and

its committees, with such amounts determined by the

specific position held, as detailed in the table below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Amount per director in euros | 2025 | 2024 |
| Members of the board of directors | 100,940 | 98,000 |
| Members of the executive committee | 175,100 | 170,000 |
| Members of the audit committee | 44,290 | 43,000 |
| Members of the appointments  committee | 28,840 | 28,000 |
| Members of the remuneration  committee | 28,840 | 28,000 |
| Members of the risk supervision,  regulation and compliance committee | 44,290 | 43,000 |
| Members of the responsible banking,  sustainability and culture committee | 28,840 | 28,000 |
| Members of the innovation and  technology committee | 28,840 | 28,000 |
| Chair of the audit committee | 72,100 | 70,000 |
| Chair of the appointments committee | 51,500 | 50,000 |
| Chair of the remuneration committee | 51,500 | 50,000 |
| Chair of the risk supervision, regulation  and compliance committee | 72,100 | 70,000 |
| Chair of the responsible banking,  sustainability and culture committee | 51,500 | 50,000 |
| Chair of the innovation and technology  committee | 72,100 | 70,000 |
| Lead independent directorA | 113,300 | 110,000 |
| Non-executive Vice Chair | 30,900 | 30,000 |

A. Glenn Hutchins has been allocated EUR  700,000   (including annual

allowances and attendance fees) in minimum total annual pay set for

the required time and dedication to perform his roles.

64

Attendance fees

The directors receive fees for attending board and

committee meetings, excluding executive committee

meetings, where no attendace fees are received.

In line with the adjustment to the annual allotments, the

board of directors approved a 3%    increase for 2025 in

attendance fees compared with 2024.

Accordingly, attendance fees for meetings of the board

and its committees (with the exception of the Executive

Committee, for which no attendance fees are payable)

amounted, for the last two years, to the totals set out in

the table below:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Attendance fees per director per meeting in euros | | |
|  | 2025 | 2024 |
| Board of directors | 2,785 | 2,704 |
| Audit committee and risk  supervision, regulation and  compliance committee | 1,821 | 1,768 |
| Other committees (excluding  executive committee) | 1,606 | 1,560 |

ii. Salaries

The executive directors receive salaries. In accordance

with the policy approved by the annual general meeting,

salaries are composed of a fixed annual remuneration

and a variable one, which consists in a unique incentive,

which is a deferred variable remuneration plan linked to

multi-year objectives, which establishes the following

payment scheme:

• 40% of the variable remuneration amount,

determined at year-end on the basis of the

achievement of the established objectives, is paid

immediately.

• The remaining 60%  is deferred over five years

provided that the conditions of permanence in the

Group and non-concurrence of the malus clauses are

met, and subject to long term metrics, taking into

account the following accrual scheme:

– The accrual of the first and second portion (20%

of total variable compensation, paid in 2027  and

2028) will be conditional on none of the malus

clauses being triggered.

– The accrual of the third, fourth and fifth portion

(40% of total variable compensation and paid in

2029 ,  2030  and  2031), is linked to objectives

related to the period 2025 —2027  and the

metrics and scales associated with these

objectives. The fulfilment of the objectives

determines the percentage to be paid of the

deferred amount in these  three annuities, and

these targets can reduce these amounts and the

number of deferred instruments, or increase

them up to a maximum achievement ratio of

125% , so executives have the incentive to exceed

their targets.

In accordance with current remuneration policies, the

amounts already paid will be subject to a possible

recovery (clawback) by the Bank during the period set

out in the policy in force at each moment.

Payment of the approved incentive is paid   40% in cash

and the remaining  60%  in instruments, consisting of

Banco Santander  shares and restricted stock units

(RSUs) of PagoNxt, split as:

•  the amount of PagoNxt RSUs set for each year; and

• the rest, all in shares of Banco Santander.

Comparative of executive remuneration (Chair and

CEO)

The target bonus of the Executive Chair and the CEO for

2025 remains unchanged compared to 2024.

Variable contributions to pensions were not modified in

2025, so the amounts are the  22%  of the  30%   of the

last three   assigned bonus' average.

In assessing individual performance, the Board

considered the Grupo Santander’s strong results for

2025, reflecting continued delivery of our strategic plan.

Attributable profit reached EUR 14,101 million in 2025,

up 12% year-on-year (or + 16% in constant euros), with

a TSR during the year of 132% (+60% in relative terms

vs. our peer group).

The Board also evaluated the leadership of the Executive

Chair and the Chief Executive Officer in delivering these

results and advancing the Group’s strategic priorities.

Taking these factors into account, it determined that

both executives achieved an 'Exceptional' level of

performance and approved the corresponding variable

remuneration.

Moreover, the ratio of executive directors’ total

remuneration to underlying attributable profit fell to

0.17% from 0.18%  in 2024.

65

iii. Detail by director

The detail, by bank director, of the short-term (immediate) and deferred (not

subject to long-term goals) remuneration for 2025 and 2024 is provided below:

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| EUR thousand | | | | | | | | | | | | | | | | | | | | |
|  | 2025 | | | | | | | | | | | | | | | | | |  | 2024 |
| Bylaw-stipulated emoluments | | | | | | | | |  |  |  |  |  |  | Pension  contribution | Other  remuneration1 | Total |  | Total |
| Annual emolument | | | | | | | | | Short-term and deferred (not subject to long-term  goals) salaries of executive directors | | | | | |  |
|  |
| BoardF | Executive  committee | Audit  committee | Appointments  committee | Remuneration  commitee1 | Risk  supervision,  regulation  and  compliance  oversight  committee2 | Responsible  banking,  sustainability  and culture  committee | Innovation  and  technology  committee | Attendance  fees and  commissions | Fixed | Variable-  immediate  payment | | Deferred  variable | | Total |  |
| In  cash | In  instru  ments | In  cash | In  instru  ments |  |
| Ana Botín | 101 | 175 | — | — | — | — | — | 29 | 44 | 3,435 | 2,003 | 2,003 | 1,001 | 1,002 | 9,444 | 1,341 | 843 | 11,977 |  | 12,127 |
| Héctor GrisiA | 101 | 175 | — | — | — | — | — | 29 | 44 | 3,150 | 1,384 | 1,384 | 692 | 692 | 7,302 | 1,120 | 718 | 9,489 |  | 9,137 |
| José Antonio Álvarez | 132 | 175 | — | — | — | 44 | — | 29 | 67 | — | — | — | — | — | — | — | 2,440 | 2,887 |  | 3,698 |
| Glenn Hutchins | 412 | — | — | 29 | 80 | — | — | 101 | 78 | — | — | — | — | — | — | — | — | 700 |  | 700 |
| Homaira Akbari | 101 | — | 44 | — | — | — | 29 | 29 | 81 | — | — | — | — | — | — | — | — | 284 |  | 285 |
| Javier Botín  A | 101 | — | — | — | — | — | — | — | 36 | — | — | — | — | — | — | — | — | 137 |  | 144 |
| Sol Daurella | 101 | — | — | 29 | 29 | — | 80 | — | 75 | — | — | — | — | — | — | — | — | 314 |  | 292 |
| Henrique de Castro | 101 | — | 44 | — | 29 | — | — | 29 | 80 | — | — | — | — | — | — | — | — | 283 |  | 300 |
| Gina Díez | 101 | — | — | 29 | — | — | 29 | — | 63 | — | — | — | — | — | — | — | — | 222 |  | 225 |
| Luis Isasi | 101 | 175 | — | — | 29 | 44 | — | — | 74 | — | — | — | — | — | — | — | 1,000 | 1,423 |  | 1,440 |
| Belén Romana | 101 | 175 | 44 | 80 | — | 44 | — | 29 | 107 | — | — | — | — | — | — | — | — | 581 |  | 599 |
| Pamela Walkden | 101 | — | 44 | — | — | 116 | 29 | — | 93 | — | — | — | — | — | — | — | — | 383 |  | 381 |
| Germán de la Fuente | 101 | — | 116 | — | — | 44 | — | — | 83 | — | — | — | — | — | — | — | — | 344 |  | 338 |
| Carlos Barrabés  B | 101 | — | — | 29 | — | — | 29 | 29 | 71 | — | — | — | — | — | — | — | — | 259 |  | 128 |
| Antonio Weiss  C | 101 | — | — | — | 29 | — | — | — | 50 | — | — | — | — | — | — | — | — | 180 |  | 72 |
| Bruce Carnegie-Brown D | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — |  | 78 |
| Ramiro Mato E | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — |  | 271 |
| Total 2025 | 1,857 | 875 | 292 | 196 | 196 | 292 | 196 | 304 | 1,047 | 6,585 | 3,387 | 3,387 | 1,693 | 1,694 | 16,746 | 2,461 | 5,001 | 29,462 |  | — |
| Total 2024 | 1,791 | 933 | 306 | 183 | 168 | 263 | 190 | 280 | 1,240 | 6,585 | 3,130 | 3,130 | 1,877 | 1,879 | 16,601 | 2,444 | 5,815 | — |  | 30,214 |

A. All amounts received were reimbursed to Fundación Botín.

B. Director and member of the nomination committee, responsible banking, sustainability and culture

committee and innovation and technology committee since 27 June 2024.

C. Director since 27 June 2024.

D. Stepped down as director on 22 March 2024.

E. Stepped down as director on 27 June 2024.

F. Also includes emoluments for other roles in the board.

Other remuneration includes EUR  1,000 thousand for the role as non-executive Chair of the Santander

España business unit and for attending its board and committee meetings for Luis Isasi. For José Antonio

Álvarez, this amount includes remuneration as strategic advisor of Grupo Santander, life and health

insurance contributions (EUR 678 thousand ) and part of the former supplement for having waived the

death and disability policy (EUR 12 thousand).

Changes in the chairship or membership of the committees:

1. Antonio Weiss was appointed member of the remuneration committee on 1 January 2025.

2. José Antonio Álvarez was appointed member of the risk supervision, regulation and compliance

oversight committee on 1 January 2025.

66

Following is the detail by executive director of the

salaries linked to multi-year objectives at their fair Value,

which will only be received if the conditions of

permanence in the Group, non-applicability of malus

clauses and achievement of the established objectives

are met (or, as the case may be, of the minimum

thresholds thereof, with the consequent reduction of

amount agreed-upon at the end of the year) in the terms

described in  note 42.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR thousand | | | | | |
|  | 2025 | | | | 2024 |
|  | Variable subject to Long-term  objectives1 | | |  |  |
|  | In cash | In  shares | In RSUs | Total | Total |
| Ana Botín | 701 | 1,893 | 210 | 2,804 | 2,332 |
| Héctor Grisi | 484 | 1,277 | 176 | 1,938 | 1,611 |
| Total | 1,185 | 3,170 | 386 | 4,742 | 3,943 |

1. Corresponds with the fair value of the maximum amount they are

entitled to in a total of  3 years : 2029,  2030 and  2031 subject to

conditions of continued service, with the exceptions provided, and to

the non-applicability of malus clauses and achievement of the

objectives established The face value of the three aforementioned

deferred amounts is EUR  6,774 thousand for 2025 (EUR 4,006

thousand for Ana Botín and EUR  2,768 thousand for Héctor Grisi)

The fair value has been determined at the grant date

based on the valuation report of an independent expert,

Willis Towers Watson. Based on the design of the plan

for  2025  and the levels of achievement of similar plans

in comparable entities, the fair value considered is   70%

of the variable remuneration subject to long-term

objectives (see note 42).

Note 5.e below includes disclosures on the shares

delivered from the deferred remuneration schemes in

place in previous years and for which delivery conditions

were met, as well as on the maximum number of shares

that may be received in future years in connection with

the aforementioned 2025 and 2024  variable

remuneration plans.

#### b) Remuneration of the board members as

#### representatives of the Bank

By resolution of the executive committee, all the

remuneration received by the Bank’s directors who

represent the Bank on the boards of directors of listed

companies in which the Bank has a stake, paid by those

companies and relating to appointments made on or

after 18 March  2002, accrues to the Group. In  2025  and

2024  the Bank’s directors did not receive any

remuneration in respect of these representative duties.

On the other hand, in their personal capacity, in 2025

Homaira Akbari was paid USD  100 thousand   (EUR

85 thousand ) as member of the board of Santander

Consumer USA Holdings, Inc. and EUR   200 thousand as

member of the board of PagoNxt S.L., and José Antonio

Álvarez and Henrique de Castro were each paid the same

EUR   200 thousand as members of the board of PagoNxt

S.L. (Henrique de Castro also received EUR  15 thousand

as member of the nomination committee of PagoNxt,

S.L.). Likewise, Pamela Walkden was paid GBP

100 thousand  (EUR 115 thousand) as member of

Santander UK plc and Santander UK Group Holdings; and

Belén Romana EUR 157 thousand as member of the

Board of Santander Insurance, S.L.

Likewise, Luis Isasi was paid EUR 1,000 thousand as non-

executive Chair of the Santander España business unit

and for attending its board and committee meetings

(amounts paid by Banco Santander, S.A.).

And finally, José Antonio Álvarez, as strategic adviser of

Grupo Santander, received fixed remuneration of EUR

1,750 thousand. In addition, he received the life and

health insurance contributions  and the part of the former

supplement for having waived the death and disability

policy.

#### c) Post-employment and other long-term benefits

In 2012, the contracts of Ana Botín and other members

of the Bank's senior management with defined benefit

pension commitments were modified to transform these

commitments into a defined contribution system, which

covers the contingencies of retirement, disability and

death. From that moment on, the Bank makes annual

contributions to their pension system for their benefit.

This system gives them the right to receive benefits upon

retirement, regardless of whether or not they are active

at the Bank at such time, based on contributions to the

system, and replaced their previous right to receive a

pension supplement in the event of retirement.

The initial balance for Ana Botín in the new defined

benefits system corresponded to the market value of the

assets from which the provisions corresponding to the

respective accrued obligations had materialised on the

date on which the old pension commitments were

transferred into the new benefits system.

Since  2013 , the Bank has made annual contributions to

the benefits system for executive directors and other

members of executive team, in proportion to their

respective pensionable bases, until they leave Grupo

Santander or until their retirement within the Group,

death, or disability.

The benefit plan system is outsourced to Santander

Seguros y Reaseguros, Compañía Aseguradora, S.A., and

the economic rights of the foregoing directors under this

plan belong to them regardless of whether or not they

are active at the Bank at the time of their retirement,

death or disability.

67

In accordance with the provisions of the remuneration

regulations, contributions made calculated on variable

remuneration are subject to the discretionary pension

benefits regime. Under this regime, contributions are

subject to malus clauses and clawback according to the

policy in force at any given time and during the same

period in which the variable remuneration is deferred.

Furthermore, they must be invested in bank shares for a

period of five years from the date when the executive

director leaves the Group, regardless of whether or not

they leave to retire. Once that period has elapsed, the

amount invested in shares will be reinvested, along with

the remainder of the cumulative balance corresponding

to the executive director, or it will be paid to the

executive director or to their beneficiaries in the event of

a contingency covered by the benefits system.

As per the director´s remuneration policy approved at the

23 March 2018 general shareholder´s meeting, the

system was changed with a focus on:

• Aligning the annual contributions with practices of

comparable institutions.

• Reducing future liabilities by eliminating the

supplementary benefits scheme in the event of death

(death of spouse or parent) and permanent disability

of serving directors.

• Not increasing total costs for the Bank.

The changes to the system were the following:

• Fixed and variable pension contributions were

reduced to   22%   of the respective pensionable bases.

The gross annual salaries and the benchmark

variable remuneration were increased in the

corresponding amount with no increase in total costs

for the Bank. The pensionable base for the purposes

of the annual contributions for the executive

directors is the sum of fixed remuneration plus  30%

of the average of their last  three  variable

remuneration amounts. This means complying with

Circular 2/2016 of the Bank of Spain, standard 41, on

pension benefits, by which a part of not less than

15% of the total contribution must be based on

variable components.

• The death and disability supplementary benefits

were eliminated since 1 April 2018. A fixed

remuneration supplement (included in other

remuneration in section a.iii in this note) was

implemented the same date. During 2025, this fixed

remuneration supplement has expired both for Ana

Botín and José Antonio Álvarez, in line with the age

of 65 initially set at the time this remuneration

component was approved.

• The total amount insured for life and accident

insurance was increased.

The provisions recognised in  2025  and  2024  for

retirement pensions were as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR thousand |  |  |
|  | 2025 | 2024 |
| Ana Botín | 1,341 | 1,339 |
| Héctor Grisi | 1,120 | 1,105 |
| Total | 2,461 | 2,445 |

Following is a detail of the balances relating to each of

the directors under the welfare system as of  31

December  2025 and 2024 :

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR thousand | | |
|  | 2025 | 2024 |
| Ana Botín | 65,027 | 54,731 |
| Héctor Grisi | 2,033 | 1,299 |
| José Antonio Álvarez | 23,178 | 20,326 |
| Total | 90,238 | 76,356 |

#### d) Insurance

The Group pays for life insurance policies for the Bank’s

directors, who will be entitled to receive benefits if they

are declared disabled. In the event of death, the benefits

will be payable to their heirs. The premiums paid by the

Group are included in the 'Other remuneration' column

of the table shown in Note 5.a.iii above. Also, the

following table provides information on the sums

insured for the Bank’s directors:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Insured capital | | |
| EUR thousand |  | |
|  | 2025 | 2024 |
| Ana Botín | 20,659 | 21,525 |
| Héctor Grisi | 12,600 | 12,600 |
| José Antonio Álvarez | 10,500 | 11,215 |
| Total | 43,759 | 45,340 |

The insured capital has been modified in   2018  for Ana

Botín  as part of the pension systems transformation set

out in note 5.c) above, which has encompassed the

elimination of the supplementary benefits systems

(death of spouse and death of parent) and the increase

of the life and accident insurance annuities.

68

During  2025 and 2024, the Group has disbursed a total

amount of EUR  8.3 million and EUR 13.5 million ,

respectively, for the payment of civil-liability insurance

premiums. These premiums correspond to several civil-

liability insurance policies that hedge, among others,

directors, senior management and other managers and

employees of the Group and the Bank itself, as well as

its subsidiaries, in light of certain types of potential

claims of third parties. For this reason, it is not possible

to disaggregate or individualize the amount that

correspond to the directors and executives.

As of 31 December  2025  and 2024, no  life insurance

commitments exist for the Group in respect of any other

directors .

#### e) Deferred variable remuneration systems

The following information relates to the maximum

number of shares to which the executive directors are

entitled at the beginning and end of  2025  and   2024   due

to their participation in the deferred variable

remuneration systems, which instrumented a portion of

their variable remuneration relating to  2025  and prior

years, as well as on the deliveries, in shares or in cash,

made to them in   2025  and 2024  once the conditions for

the receipt thereof had been met  (see note 42):

i.  Deferred variable compensation plan linked to

#### multiannual objectives

In the annual shareholders meeting of 18 March 2016,

with the aim of simplifying the remuneration structure,

improving the ex-ante risk adjustment and increasing

the incidence of long-term objectives, the bonus plan

(deferred and conditioned variable compensation plan)

and ILP were replaced by one single plan.

The variable remuneration of executive directors and

certain executives (including senior management)

corresponding to 2025 has been approved by the board

of directors and implemented through the tenth cycle of

the deferred variable remuneration plan linked to multi-

year objectives. The application of the plan was

authorised by the annual general meeting of

shareholders, as it entails the delivery of shares to the

beneficiaries.

As indicated in section a.ii of this note,   60%  of the

variable remuneration amount is deferred over  five years

for executive directors , to be paid, where appropriate,

provided that the conditions of permanence in the

Group, according to the following accrual scheme:

• The accrual of the first and second parts (instalments

in 2027 and  2028 )  is conditional on none of the

malus clauses being triggered.

• The accrual of the third, fourth and fifth parts

(instalments in  2029 ,  2030  and 2031) is linked to

non-concurrence of malus clauses and the fulfilment

of certain objectives related to the 2024 ‑   2027

period. These objectives and their respective weights

are:

– Banco Santander’s consolidated Return on

tangible equity (RoTE) target in 2027 (weight of

30% ).

– Relative performance of Banco Santander's total

shareholder return (TSR) in 2025 -2027  in respect

of the weighted TSR of a peer group comprising 9

credit institutions, with the appropriate TSR ratio

based on the group’s TSR among its peers

(weight of  50%).

– Four  sustainability metrics which have different

weighting (with a total weight of 20%).

The degree of compliance with the above objectives

determines the percentage to be applied to the deferred

amount in these   three  annuities, with a maximum

achievement ratio of  125%, so executives have the

incentive to exceed their targets.

Both the immediate payment and the two first deferrals

(short-term part) are paid 50%  in cash and the remaining

50% in instruments. The last three deferrals

(conditioned to long-term metrics) are paid 25% in cash

and 75% in instruments.

The accrual of deferred amounts (whether or not subject

to performance measures) is conditioned, in addition to

the permanence of the beneficiary in the Group, to non-

occurrence, during the period prior to each of the

deliveries, of any the circumstances giving rise to the

application of malus as set out in the Group’s

remuneration policy in its chapter related to malus and

clawback. Likewise, the amounts already paid of the

incentive will be subject to clawback by the Bank in the

cases and during the term foreseen in said policy,  and in

accordance with the terms and conditions foreseen in it.

Malus and clawback clauses are triggered by poor

financial performance of Banco Santander, a division or

area, or exposures from staff as a result of an

executive(s)’s management of, at least, one of these

factors:

i. Significant failures in risk management committed by

the entity, or by a business unit or risk control.

ii. The increase suffered by the entity or by a business unit

of its capital needs, not foreseen at the time of

generation of the exposures.

iii. Regulatory sanctions or judicial sentences from events

that could be attributable to the unit or the personnel

responsible for those. Also, the breach of internal codes

of conduct of the entity.

iv. Irregular conduct, whether individual or collective. In this

regard, the negative effects derived from the marketing

of inappropriate products and the responsibilities of the

people or bodies that made those decisions will be

specially considered.

69

In addition to the existing policy on malus and clawback

clauses of our remuneration policy, the addendum to our

remuneration policy entitled 'Financial Statement

Restatement Compensation' regulates the recoupment

of compensation received by the executive directors of

Banco Santander, S.A., and senior management, in the

event of a financial restatement (according to the

regulation) resulting from material noncompliance with

financial reporting requirements under US federal

securities laws.

The maximum amount of shares to be delivered under

the plan is within the maximum amount of the award to

be delivered in shares (EUR 11.5 million)  approved at

the 2025 AGM for executive directors. At its meeting on

25 November 2025 and pursuant to the powers granted

by shareholders at the 2025 AGM, the board agreed to

amend the calculation period used to determine the

number of shares to be delivered from 50 to 30 trading

sessions (under no circumstances may the number of

shares exceed the maximum approved at the AGM), as

the board considered that this better reflects market

practice and enables us to offset share price volatility.

Thus, the number of shares to be delivered under the

2025 policy has been calculated with the weighted

average daily volume of weighted average listing prices

of Banco Santander shares in the 30 trading sessions

prior to the Friday (not inclusive) before 4 February 2025

(the date on which the board approved the 2025 bonus

for executive directors), which was EUR 10.261 per

share. According to an independent experts' valuation,

the price per PagoNxt, S.L. RSU equals EUR 61.07.

#### ii.Shares assigned by deferred variable remuneration plans

The following table shows the number of Santander

shares assigned to each director already in service and

pending delivery as of 1 January 2024, 31 December

2024  and 31 December 2025, as well as the gross shares

that were delivered to them in  2024 and  2025, either in

the form of an immediate payment or a deferred

payment. In this case after having been appraised by the

board, at the proposal of the remuneration committee,

that the corresponding one-fifth of each plan had

accrued. They come from the deferred conditional and

linked to multi-year objectives in 2019, 2020, 2021,

2022, 2023, 2024 and 2025 were formalized.

70

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Share-based variable remuneration | | | | | | | |
|  | Maximum  number of  shares to be  delivered at  January 1,2024 | Shares delivered  in 2024  (immediate  payment 2023  variable  remuneration) | Shares delivered  in 2024  (deferred  payment 2022  variable  remuneration) | Shares delivered  in 2024  (deferred  payment 2021  variable  remuneration) | Shares delivered  in 2024  (deferred  payment 2020  variable  remuneration) | Shares delivered  in 2024  (deferred  payment 2019  variable  remuneration) | Variable  remuneration  2024  (Maximum  number of  shares to be  delivered) |
| 2019 variable remuneration |  |  |  |  |  |  |  |
| Ana Botín | 70,905 | — | — | — | — | (35,452) | — |
| José Antonio Álvarez | 47,386 | — | — | — | — | (23,693) | — |
|  | 118,290 | — | — | — | — | (59,145) | — |
| 2020 variable remuneration |  |  |  |  |  |  |  |
| Ana Botín | 93,146 | — | — | — | (31,049) | — | — |
| José Antonio Álvarez | 50,594 | — | — | — | (16,865) | — | — |
|  | 143,740 | — | — | — | (47,914) | — | — |
| 2021 variable remuneration |  |  |  |  |  |  |  |
| Ana Botín | 710,698 | — | — | (177,675) | — | — | — |
| José Antonio Álvarez | 479,644 | — | — | (119,911) | — | — | — |
|  | 1,190,342 | — | — | (297,586) | — | — | — |
| 2022 variable remuneration |  |  |  |  |  |  |  |
| Ana Botín | 358,419 | — | (62,334) | — | — | — | — |
| José Antonio Álvarez | 241,954 | — | (42,079) | — | — | — | — |
|  | 600,374 | — | (104,413) | — | — | — | — |
| 2023 variable remuneration |  |  |  |  |  |  |  |
| Ana Botín | 1,127,209 | (469,286) | — | — | — | — | — |
| Héctor Grisi | 749,143 | (321,645) | — | — | — | — | — |
|  | 1,876,352 | (790,931) | — | — | — | — | — |
| 2024 variable remuneration |  |  |  |  |  |  |  |
| Ana Botín | — | — | — | — | — | — | 976,463 |
| Héctor Grisi | — | — | — | — | — | — | 656,033 |
|  | — | — | — | — | — | — | 1,632,496 |
| 2025 variable remuneration 1 |  |  |  |  |  |  |  |
| Ana Botín | — | — | — | — | — | — | — |
| Héctor Grisi | — | — | — | — | — | — | — |
|  | — | — | — | — | — | — | — |

1. For each director, 40%  of the shares indicated correspond to the short-term variable (or immediate payment). The remaining 60% is deferred for delivery,

where appropriate, in the next  five years, the last three  being subject to the fulfilment of multiannual objectives. Maximum opportunity subject to regulatory

ratio compliance.

71

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Share-based variable remuneration | | | | | | | | | |
| Maximum  number of  shares to be  delivered at  December 31,  2024 | Instruments  matured but  not  consolidated at  January 1,  2025  2 | Shares  delivered in  2025  (immediate  payment 2024  variable  remuneration) | Shares  delivered in  2025 (deferred  payment 2023  variable  remuneration) | Shares  delivered in  2025 (deferred  payment 2022  variable  remuneration) | Shares  delivered in  2025 (deferred  payment 2021  variable  remuneration) | Shares  delivered in  2025 (deferred  payment 2020  variable  remuneration) | Shares delivered  in 2025  (deferred  payment 2019  variable  remuneration) | Variable  remuneration  2025  (Maximum  number of  shares to be  delivered) | Maximum  number of  shares to be  delivered at  December  31, 2025 |
|  |  |  |  |  |  |  |  |  |  |
| 35,452 | — | — | — | — | — | — | (35,452) | — | — |
| 23,693 | — | — | — | — | — | — | (23,693) | — | — |
| 59,145 | — | — | — | — | — | — | (59,145) | — | — |
|  |  |  |  |  |  |  |  |  |  |
| 62,097 | — | — | — | — | — | (31,049) | — | — | 31,048 |
| 33,729 | — | — | — | — | — | (16,865) | — | — | 16,864 |
| 95,826 | — | — | — | — | — | (47,914) | — | — | 47,912 |
|  |  |  |  |  |  |  |  |  |  |
| 533,023 | (44,774) | — | — | — | (162,750) | — | — | — | 325,499 |
| 359,733 | (30,218) | — | — | — | (109,838) | — | — | — | 219,677 |
| 892,756 | (74,992) | — | — | — | (272,588) | — | — | — | 545,176 |
|  |  |  |  |  |  |  |  |  |  |
| 296,085 | — | — | — | (62,334) | — | — | — | — | 233,751 |
| 199,875 | — | — | — | (42,079) | — | — | — | — | 157,796 |
| 495,961 | — | — | — | (104,413) | — | — | — | — | 391,548 |
|  |  |  |  |  |  |  |  |  |  |
| 657,923 | — | — | (114,421) | — | — | — | — | — | 543,502 |
| 427,498 | — | — | (74,347) | — | — | — | — | — | 353,151 |
| 1,085,421 | — | — | (188,768) | — | — | — | — | — | 896,653 |
|  |  |  |  |  |  |  |  |  |  |
| 976,463 | — | (404,447) | — | — | — | — | — | — | 572,016 |
| 656,033 | — | (279,480) | — | — | — | — | — | — | 376,553 |
| 1,632,496 | — | (683,927) | — | — | — | — | — | — | 948,569 |
|  |  |  |  |  |  |  |  |  |  |
| — | — | — | — | — | — | — | — | 602,746 | 602,746 |
| — | — | — | — | — | — | — | — | 408,159 | 408,159 |
| — | — | — | — | — | — | — | — | 1,010,904 | 1,010,904 |

2.The levels of achievement of the multi-year metrics of the long-term variable remuneration plans:

1) Seventh cycle of the deferred multi-year objectives variable remuneration plan (2022): 115.2% of achievement for the period 2022-2024.

a. RoTE metric for 2024 year-end period at 150%. Weight of 40.0%.

b. Relative TSR metric in 2022-2024 period at 83% of achievement. Weight of 40.0%.

c. Sustainability metrics at 25% of achievement. Weight of 20.0%.

2) Sixth cycle of the deferred multi-year objectives variable remuneration plan (2021): 91.6% of achievement for the period 2021-2023.

a. CET1 metric at 100% of achievement for 2023 year-end period (target 12.00%). Weight of 33.3%.

b. Underlying BPA growth at 150% of achievement (target growth of 100%). Weight of 33.3%.

c. TSR metric at 25% of achievement (target of 33 to 66 percentile). Weight of 33.3%.

3) Fifth cycle of the deferred multi-year objectives variable remuneration plan (2020): 83.0% of achievement for the period 2020-2022.

a. CET1 metric at 100% of achievement for 2022 year-end period (target 12.00%). Weight of 33.3%.

b. Underlying BPA growth at 150% of achievement (target growth of 10%). Weight of 33.3%.

c. TSR metric at 0% of achievement (minimum target of 33% not reached). Weight of 33.3%.

72

Furthermore, the maximum number of  RSUs of PagoNxt,

S.L. to be delivered under the current plan (and subject

to regulatory ratio compliance) is  9,415 and  7,909 units

for Ana Botín and Héctor Grisi, respectively.

In addition, the table below shows the cash delivered in

2025  and  2024, by way of either immediate payment or

deferred payment, in the latter case once the Board had

determined, at the proposal of the remuneration

committee, that one deferral relating to each plan had

accrued:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR thousand |  | | | |
|  | 2025 | | 2024 | |
|  | Cash paid (immediate  payment 2024 variable  remuneration) | Cash paid (deferred  payments from 2023,  2022, 2021 and 2020  variable remuneration) | Cash paid (immediate  payment 2023 variable  remuneration) | Cash paid (deferred  payments from 2022,  2021, 2020 and 2019  variable remuneration) |
| Ana Botín | 1,851 | 1,759 | 1,780 | 1,419 |
| Héctor Grisi | 1,279 | 366 | 1,220 | 863 |
| José Antonio Álvarez | — | 815 | — | 945 |
| Total | 3,130 | 2,940 | 3,000 | 3,228 |

#### iii.

#### Information on former members of the board of directors

The chart below includes  information on the maximum

number of shares to which former members of the board

of directors, are entitled for their participation in the

various deferred variable remuneration systems, which

instrumented a portion of their variable remuneration

relating to the years in which they were executive

directors. Also set forth below is information on the

deliveries, whether in shares or in cash, made in  2025

and  2024 to former board members, upon achievement

of the conditions for the receipt thereof  (see note 42):

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Maximum number of shares to be delivered | | |
|  | 2025 | 2024 |
| Deferred conditional variable remuneration plan and linked to objectives (2019) | — | 24,490 |
| Deferred conditional variable remuneration plan and linked to objectives (2020) | 35,511 | 71,024 |
| Deferred conditional variable remuneration plan and linked to objectives (2021) | 137,400 | 206,100 |
| Deferred conditional variable remuneration plan and linked to objectives (2022) | — | — |
| Deferred conditional variable remuneration plan and linked to objectives (2023) | — | — |
| Deferred conditional variable remuneration plan and linked to objectives (2024) | — | — |

73

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Number of shares delivered | | |
|  | 2025 | 2024 |
| Deferred conditional variable remuneration plan and linked to objectives (2018) | — | 29,860 |
| Deferred conditional variable remuneration plan and linked to objectives (2019) | 24,490 | 24,490 |
| Deferred conditional variable remuneration plan and linked to objectives (2020) | 35,512 | 35,512 |
| Deferred conditional variable remuneration plan and linked to objectives (2021) | 68,700 | 12,911 |
| Deferred conditional variable remuneration plan and linked to objectives (2022) | — | — |
| Deferred conditional variable remuneration plan and linked to objectives (2023) | — | — |
| Deferred conditional variable remuneration plan and linked to objectives (2024) | — | — |

In addition, EUR  724  thousand and EUR 650 thousand

relating to the deferred portion payable in cash of the

aforementioned plans were paid each in  2025  and   2024.

#### f) Loans

Grupo Santander’s direct risk exposure to the bank’s

directors and the guarantees provided for them are

detailed below. These transactions were made on terms

equivalent to those that prevail in arm’s-length

transactions or the related compensation in kind was

recognized :

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR thousand | | | | | | | |
|  | 2025 | | |  | 2024 | | |
|  | Loans and  credits | Guarantees | Total |  | Loans and  credits | Guarantees | Total |
| Ana Botín | 3 | — | 3 |  | — | — | — |
| Héctor Grisi | — | — | — |  | — | — | — |
| José Antonio Álvarez | — | — | — |  | — | — | — |
| Glenn Hutchins | — | — | — |  | — | — | — |
| Antonio Francesco Weiss  B | — | — | — |  | — | — | — |
| Belén Romana | — | — | — |  | — | — | — |
| Bruce Carnegie-Brown A | — | — | — |  | — | — | — |
| Germán de la Fuente | — | — | — |  | — | — | — |
| Gina Díez Barroso | — | — | — |  | 5 | — | 5 |
| Henrique de Castro | — | — | — |  | — | — | — |
| Homaira Akbari | — | — | — |  | — | — | — |
| Javier Botín | — | — | — |  | — | — | — |
| Juan Carlos Barrabés    C | 137 | — | 137 |  | 138 | — | 138 |
| Luis Isasi | — | — | — |  | — | — | — |
| Pamela Walkden | — | — | — |  | — | — | — |
| Ramiro Mato  D | — | — | — |  | — | — | — |
| Sol Daurella | — | — | — |  | — | — | — |
|  | 140 | — | 140 |  | 143 | — | 143 |

A. Ceased as director of Banco Santander, S.A. on 22 March 2024.

B. Director since 27 June 2024.

C. Director since 27 June 2024.

D. Ceased as director of Banco Santander, S.A. on 27 June 2024.

74

#### g) Senior management

The table below includes the amounts relating to the

short-term remuneration of the members of senior

management at 31 December 2025   and those at 31

December  2024, excluding the remuneration of the

executive directors, which is detailed above.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| EUR thousand | | | | | | | | | | |
|  |  | Short-term salaries and deferred remuneration | | | | | |  |  |  |
|  |  |  | Variable remuneration  (bonus) - Immediate  payment | |  | Deferred variable  remuneration | |  |  |  |
| Year | Number of  persons | Fixed | In cash | In  instruments 2 |  | In cash | In  instruments 3 | Pensions | Other  remuneration1 | Total |
| 2025 | 15 | 19,255 | 9,179 | 9,180 |  | 4,306 | 4,306 | 4,910 | 6,456 | 57,592 |
| 2024 | 14 | 16,466 | 7,376 | 7,377 |  | 3,319 | 3,320 | 4,520 | 7,153 | 49,531 |

1.Includes other remuneration items such as life and medical insurance premiums and localization aids and lastly RSUs from PagoNxt S.L., for the work of one

director in said entity.

2.The amount of immediate payment for 2024 is 894,587 shares( 1,611,965  Santander shares    in 2024).

3.The deferred amount in instruments not linked to long-term objectives for 2024 is  416,410   shares  (  725,399   Santander shares   in 2024).

In addition to the amounts reflected in the table, salary

remunerations amounting to EUR 4,118 thousand were

granted in the form of buyouts and sign-on awards,

related to the recruitment of new members who joined

this employee group during the year.

In 2025 , the ratio of variable to fixed pay components

was 134%  of the total for senior managers, well within

the maximum limit of  200% set by 2024 AGM.

Also, the detail of the breakdown of the remuneration

linked to long-term objectives of the members of senior

management at 31 December 2025   and 31 December

2024 is provided below. These remuneration payments

shall be received, as the case may be, in the

corresponding deferral periods, upon achievement of the

conditions stipulated for each payment  (see note 42):

.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR thousand | | | | |
|  |  | Variable remuneration  subject to long-term  objectives  1 | |  |
| Year | Number of  people | Cash  payment | Instrument  payment | Total |
| 2025 | 15 | 4,521 | 4,522 | 9,043 |
| 2024 | 14 | 3,485 | 3,486 | 6,971 |

1. Relates to the fair value of the maximum annual amounts for years

2029, 2030 and 2031 of the tenth cycle of the deferred conditional

variable remuneration plan (2028, 2029 and 2030 for the ninth cycle

of the deferred variable compensation plan linked to annual

objectives for the year 2024). The face value of the three

aforementioned deferred amounts is EUR 12,919 thousand for 2025

Additionally, members of senior management who

stepped down from their roles in 2025 consolidated

salary remuneration and other remuneration for a total

amount of EUR  2,905 thousand (EUR  12,303 thousand  in

2024). In 2025 rights regarding variable pay subject to

long-term objectives amounted to EUR 342 (thousand

(EUR 633 thousand were generated in 2024 for this

collective.

75

The maximum number of Santander shares that the

members of senior management at each plan grant date

(excluding executive directors) were entitled to receive

as of 31 December 2025  and 31 December  2024  relating

to the deferred portion under the various plans then in

force is the following (see note 42):

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Maximum number of shares to be delivered | | |
|  | 2025 | 2024 |
| Deferred conditional variable  remuneration plan and linked to  objectives (2019) | — | 71,294 |
| Deferred conditional variable  remuneration plan and linked to  objectives (2020) | 145,704 | 370,522 |
| Deferred conditional variable  remuneration plan and linked to  objectives (2021) | 486,863 | 966,680 |
| Deferred conditional variable  remuneration plan and linked to  objectives (2022) | 891,305 | 1,430,464 |
| Deferred conditional variable  remuneration plan and linked to  objectives (2023) | 934,609 | 1,395,815 |
| Deferred conditional variable  remuneration plan and linked to  objectives (2024) | 1,601,213 | — |

Since the conditions established in the corresponding

deferred share-based remuneration schemes for prior

years had been met, the following number of Santander

shares was delivered in 2025 and 2024 to the senior

management, in addition to the payment of the related

cash amounts:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Number of shares delivered | | |
|  | 2025 | 2024 |
| Deferred conditional variable  remuneration plan and linked to  objectives (2018) | — | 57,730 |
| Deferred conditional variable  remuneration plan and linked to  objectives (2019) | 54,249 | 71,294 |
| Deferred conditional variable  remuneration plan and linked to  objectives (2020) | 145,704 | 185,261 |
| Deferred conditional variable  remuneration plan and linked to  objectives (2021) | 243,433 | 351,777 |
| Deferred conditional variable  remuneration plan and linked to  objectives (2022) | 266,390 | 357,615 |
| Deferred conditional variable  remuneration plan and linked to  objectives (2023) | 233,652 | 1,212,984 |
| Deferred conditional variable  remuneration plan and linked to  objectives (2024) | 1,399,679 | — |

As indicated in note 5.c above, senior management

participate in the benefit system created in 2012, which

covers the contingencies of retirement, disability and

death. Banco Santander makes annual contributions to

the benefit plans of its senior managers. In 2012, the

contracts of the senior managers with benefit pension

commitments were amended to transform them into a

contribution system. The system, which is outsourced to

Santander Seguros y Reaseguros, Compañía

Aseguradora, S.A., gives senior managers the right to

receive benefits upon retirement, regardless of whether

or not they are active at Banco Santander at such time,

based on contributions to the system. This new system

replaced their previous right to receive a pension

supplement in the event of retirement. In the event of

pre-retirement, and up to the retirement date, senior

managers appointed prior to September 2015 are

entitled to receive an annual allowance.

In addition, further to applicable remuneration

regulations, from 2016 (inclusive), a discretionary

pension benefit component of at least  15% of total

remuneration  in contributions to the pension system has

been included. Under the regime corresponding to these

discretionary benefits, the contributions that are

calculated on variable remunerations are subject to

malus and clawback clauses, subject to policies

applicable at each time, and during the same period in

which the variable remuneration is deferred.

Likewise, the annual contributions calculated on variable

remunerations must be invested in Bank shares for a

period of  five years  from the date that the senior

manager leaves the Group, regardless of whether or not

they leave to retire. Once that period has elapsed, the

amount invested in shares will be reinvested, along with

the remainder of the cumulative balance corresponding

to the senior manager, or it will be paid to the senior

manager or to their beneficiaries in the event of a

contingency covered by the benefits system.

The contracts of some members of senior management

were modified at the beginning of 2018 with the same

objective and changes indicated in section c of this note

for Ana Botín. The modifications, which are aimed at

aligning the annual contributions with the practices of

comparable institutions and reducing the risk of future

obligations by eliminating the supplementary scheme

for death (widowhood and orphanhood) and permanent

disability in service without increasing the costs to the

bank, are as follows:

76

• Contributions to the pensionable bases were

reduced. Gross annual salaries were increased in the

corresponding amount.

• The death and disability supplementary benefits

were eliminated since 1 January 2018 for some

members of senior management and since 1 April

2018 for executive directors. A fixed remuneration

supplement reflected in other remuneration in the

table above was implemented on the same date.

• The amounts insured for life and accident insurance

were increased.

All of the above was done without an increase in total

cost for the Bank.

The balance as of 31 December 2025 in the pension

system for those who were part of senior management

at year end amounted to EUR 51 million (EUR 51 million

at 31 December 2024).

The net charge to income corresponding to pension

amounted to EUR  4.9 million  in 2025 (EUR 4.5 million in

31 December 2024).

In 2025 and 2024 there have been no payments in the

form of a single payment of the annual voluntary pre-

retirement allowance.

Additionally, the capital insured by life and accident

insurance at 31 December 2025 of this group amounts

to EUR 78 million (EUR 83 million at 31 December 2024).

#### h) Post-employment benefits to former Directors

#### and former senior executive vice presidents

The post-employment benefits and settlements paid in

2025 to former directors of the Bank, other than those

detailed in note 5.c amounted to EUR  5.6 million  and

EUR  5.6 million  in 2024, respectively. Also, the post-

employment benefits and settlements paid in 2025 to

former executive vice presidents amounted to EUR

16 million   and EUR  12.7 million   in 2024, respectively.

Contributions to insurance policies that hedge pensions

to previous members of the Bank’s board of directors,

amounted to EUR  0.17 million  in 2025 (EUR  0.17 million

in 2024). Likewise, contributions to insurance policies

that hedge pensions for previous senior managers

amounted to EUR 1.3 million in 2025 (EUR  2.3 million in

2024).

No releases or charges were recorded in the

consolidated income statement for pension

commitments and similar obligations held by the Group

with previous former members of the bank's board of

directors or  former members of senior management in

2025 and 2024.

In addition, 'Provisions - Pension Fund and similar

obligations' in the consolidated balance sheet as at 31

December 2025 included EUR 43 million in respect of the

post-employment benefit obligations to former

Directors of the Bank (EUR  46 million at 31 December

2024) and EUR  108 million corresponding to former

members of senior management (EUR  96 million  at 31

December 2024).

#### i) Pre-retirement and retirement

The board of directors approved an amendment to the

contracts of executive directors whereby they ceased to

have the right to pre-retire in case of termination of his

contract.

#### j) Contract termination

The executive directors and members of senior

management have indefinite-term employment

contracts. Executive directors or senior managers whose

contracts are terminated voluntarily or due to breach of

duties are not entitled to receive any economic

compensation. If Banco Santander terminates the

contract for any other reason, they will be entitled to the

corresponding legally-stipulated termination benefit,

without prejudice to any compensation that may  for

non-competition obligations, as detailed in the directors'

remuneration policy.

If Banco Santander were to terminate her contract, Ana

Botín would have to remain at Banco Santander’s

disposal for a period of  4 months in order to ensure an

adequate transition, and would receive her fixed salary

during that period.

#### k) Information on investments held by the directors

#### in other companies and conflicts of interest

None of the members of the board of directors have

declared that they or persons related to them may have

a direct or indirect conflict of interest with the interests

of Banco Santander, S.A., as set forth in article 229 of the

Corporate Enterprises Act.

77

6. Loans and advances to central banks and credit institutions

The detail by classification, type and currency, of loans

and advances to central banks and credit institutions in

the balance sheet is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| CENTRAL BANKS |  |  |
| Classification |  |  |
| Financial assets held for trading | 657 | 1,239 |
| Financial assets at amortised cost | 223 | 218 |
|  | 880 | 1,457 |
| Type |  |  |
| Reverse repurchase agreements | 657 | 1,239 |
| Other term loans | 153 | 177 |
| Advances different from loans | 70 | 41 |
| Of which, impaired assets | — | — |
| Of which, valuation adjustments for impairment | — | — |
|  | 880 | 1,457 |
| Currency |  |  |
| Euro | 412 | 1,385 |
| US Dollars | 468 | 72 |
|  | 880 | 1,457 |
| CREDIT INSTITUTIONS |  |  |
| Classification |  |  |
| Financial assets held for trading | 26,349 | 23,428 |
| Financial assets designated at fair value through profit or loss | 557 | 580 |
| Financial assets designated at fair value through other comprehensive income | 839 | 32 |
| Financial assets at amortized cost | 40,882 | 34,711 |
|  | 68,627 | 58,751 |
| Type |  |  |
| Reverse repurchase agreements | 43,210 | 39,238 |
| Other term loans | 15,711 | 9,509 |
| Non-loans advances | 9,706 | 10,004 |
| Of which, impaired assets | — | — |
| Of which, valuation adjustments for impairment | (2) | (1) |
|  | 68,627 | 58,751 |
| Currency |  |  |
| Euro | 47,146 | 41,951 |
| Pound sterling | 1,768 | 1,618 |
| US dollar | 17,580 | 14,480 |
| Chilean pesos | — | 7 |
| Mexican pesos | 1,127 | — |
| Swiss francs | 505 | — |
| Other currencies | 501 | 695 |
|  | 68,627 | 58,751 |
| TOTAL | 69,507 | 60,208 |

78

The loans and advances classified in the “Financial assets

held for trading” portfolio correspond, mainly, to

temporary acquisitions of assets from Spanish and

foreign institutions.

Deposits in credit institutions classified as "Financial

assets at amortized cost" are mainly term accounts and

guarantees given in cash to credit institutions.

In addition, at 31 December 2025, there were

outstanding balances with central banks and credit

institutions of EUR 72,163 million and EUR 1,345 million,

respectively (EUR 94,612 million and EUR 1,526 million

at 31 December 2024). These balances are included

under 'Cash, cash balances at central banks and other

deposits on demand'.

Note 49 shows the details of the maturity terms of

"Financial assets at amortized cost" and "Cash, cash

balances at central banks and other deposits on

demand".

The breakdown at 31 December 2025 of the exposure

and the provision fund for financial assets subject to

impaired is EUR 41,946 million and EUR 2 million,

respectively, all in Phase 1 (EUR 34,963 million and EUR

1 million, also Phase 1, in 2024).

7. Debt securities

The detail, by classification, sector and currency, of ‘Debt

instruments’ in the accompanying balance sheets is as

follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR millon | | |
|  | 2025 | 2024 |
| Classification |  |  |
| Financial assets held for trading | 55,736 | 43,315 |
| Non-trading financial assets mandatorily at fair value through profit or loss | 42 | 204 |
| Financial assets designated at fair value through other comprehensive income | 5,349 | 8,873 |
| Financial assets at amortized cost | 83,585 | 65,917 |
|  | 144,712 | 118,309 |
| Sector |  |  |
| Central banks | 3,037 | 2,500 |
| Public sector | 103,733 | 77,927 |
| Credit institutions | 17,465 | 18,781 |
| Other financial institutions | 17,886 | 17,073 |
| Non-financial institutions | 2,591 | 2,028 |
| Of which, impaired assets | — | 164 |
| Of which, value adjustments for impairment | (29) | (129) |
|  | 144,712 | 118,309 |
| Currency |  |  |
| Euro | 113,002 | 94,190 |
| US dollar | 15,546 | 10,944 |
| Pound sterling | 7,791 | 8,905 |
| Brazilian real | 3,886 | 1,584 |
| Other currencies | 4,487 | 2,686 |
|  | 144,712 | 118,309 |

The increase in the year of the debt securities portfolio

under the heading  'Financial assets at fair value with

changes in other comprehensive income' is mainly due

to the increase in exposure to sovereign debt, as a result

of greater activity in the markets business, both its own

and for distribution to clients.

At 31 December 2025, the nominal amount of the debt

securities subject to own obligations, mostly as

collateral for financing lines received by the Bank,

amounts to EUR 61,963 million (EUR 35,603 million at

31 December 2024), of which EUR 15,001 million

correspond to Spanish Public Debt (EUR 5,893 million at

31 December, 2024).

79

The breakdown at 31 December 2025 of the exposure,

by stage of impairment, of assets subject to impairment

is EUR 88,657 million in Stage 1, EUR 306 million in

Stage 2 and there is no exposue in Stage 3. In 2024, it

was EUR 74,704 million in Stage 1, EUR 51 million in

Stage 2 and EUR 164 million in Stage 3.

The breakdown at 31 December 2025 of the provision

fund by stage of impairment of assets subject to

impairment is EUR 26 million in Stage 1, EUR 3 million in

Stage 2 and there is no exposure or provision fund in

Stage 3. In 2024 it was EUR 9 million in Stage 1, EUR 2

million in Stage 2 and EUR 118 million in Stage 3.

Note 25.e) shows the details of ‘Other comprehensive

income‘ recognized in Equity for the  ‘Financial Assets

designated at fair value through other comprehensive

income‘.

Note 49 contains details of the maturity periods of 'Debt

securities' classified in the 'financial assets at fair value

through other comprehensive income' and 'financial

assets at amortized cost' portfolios.

8. Equity instruments

#### a) Breakdown

The detail, by classification and type, of Equity

instruments in the accompanying balance sheets is as

follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Classification |  |  |
| Financial assets held for trading | 21,196 | 16,225 |
| Non-trading financial assets  mandatorily at fair value through  profit or loss | 958 | 991 |
| Financial assets designated at fair  value through other comprehensive  income | 1,283 | 1,245 |
|  | 23,437 | 18,461 |
| Type |  |  |
| Shares of Spanish companies | 4,623 | 3,682 |
| Shares of foreign companies | 18,022 | 14,280 |
| Shares of investments funds | 792 | 499 |
|  | 23,437 | 18,461 |

Note 25.c) contains a detail of the ‘Other comprehensive

income’, recognized in equity, on ‘Financial assets

designated at fair value through other comprehensive

income’.

#### b) Changes

The changes in ‘Non-trading financial assets mandatorily

at fair value through profit or loss’ and ‘Financial assets

at fair value through other comprehensive income’

duri ng  2025  and 2024 were as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Balance at beginning of the  year | 1,245 | 983 |
| Purchases and capital increases | 15 | 3 |
| Disposals and capital reductions | (3) | (2) |
| Other comprehensive income  and other conceptsA | 26 | 261 |
| Balance at end of the year | 1,283 | 1,245 |

A. In 2024 there were significant changes in value due, among others, to

the increase in the prices of listed companies included in this heading.

The main changes in fair value recognised in Other

Comprehensive Income relate to the change in value of

Bank of Shanghai Co. Ltd. (increase of EUR 19 million and

EUR 414 million in 2025 and 2024 respectively) and the

decrease in the fair value of the stake in Project Quasar

Investments 2017, S.L. in 2024, by EUR 155 million.

#### c) Notifications of acquisitions of investments

The notifications of the acquisitions and disposals of

holdings in investees made by the Bank in  2025 ,  in

compliance with Article 155 of the Spanish Limited

Liability Companies Law and Article 105 of Spanish

Securities Market Law 24/1998, are listed in appendix IV.

9. Trading Derivatives (assets

#### and liabilities) and short

#### positions

#### a) Trading derivatives

The detail, by type of inherent risk, of the fair value of

the trading derivatives arranged by Banco Santander at

31 December 2025  and 2024 is as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | 2025 | | 2024 | |
|  | Debit  balance | Credit  balance | Debit  balance | Credit  balance |
| Interest rate | 28,296 | 20,294 | 30,265 | 23,347 |
| Equity  instruments | 1,699 | 2,021 | 1,473 | 1,482 |
| Currency and  gold | 15,203 | 14,382 | 19,476 | 19,647 |
| Credit | 1,378 | 4,701 | 1,124 | 1,447 |
| Commodities | — | — | 98 | 97 |
| Others | 7 | 126 | 26 | 101 |
| Total | 46,583 | 41,524 | 52,462 | 46,121 |

80

#### b) Short positions

The following is a breakdown of short positions

(liabilities):

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Borrowed Securities |  |  |
| Equity instruments | 429 | 358 |
| Representative values of  debt | 1,555 | 1,347 |
| Short sales |  |  |
| Debt instruments | 28,710 | 23,813 |
| Total | 30,694 | 25,518 |

10. Loans and advances to

#### customers

#### a) Detail

The detail, by classification, of ‘Loans and advances to

customers’ on the balance sheets is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Financial assets held for  trading | 31,423 | 23,756 |
| Non-trading financial  assets mandatorily at fair  value through profit or  loss | 923 | 932 |
| Financial assets  designated at fair value  through profit or loss | 4,341 | 4,246 |
| Financial assets at fair  value through other  comprehensive income | 8,249 | 5,162 |
| Financial assets at  amortized cost | 309,739 | 291,597 |
| Loans and advances to  customers (carrying  amount) | 354,675 | 325,693 |
| Of which |  |  |
| Impairment losses | (3,188) | (3,959) |
| Cumulative negative  changes in fair value due  to credit risk from  doubtful exposures | (5) | (24) |
| Loans and advances to  customers (gross  amount) | 357,868 | 329,676 |

‘Note 49 shows the details of the maturity periods of

financial assets at amortized cost.’

At 31 December 2025  and 2024, there were no loans

and advances to customers for material amounts

without fixed maturity dates.

#### b) Breakdown

The following is a breakdown of the loans and advances

granted to Banco Santander´s customers, which, reflect

the bank´s exposure to credit task in it´s main activity

without considering the balance of impairment losses

taking into account the type and situation of the

transactions, the geographical area of their residence

and type of interest rate on the transactions:

81

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Loan type and status |  |  |
| On demand and with a short prior period | 157 | 188 |
| Credit cards receivables | 1,796 | 1,492 |
| Commercial credit | 31,502 | 32,105 |
| Finance leases | 2,934 | 2,918 |
| Reverse repurchase agreements | 52,789 | 40,348 |
| Other term loans | 252,466 | 238,299 |
| Non loans advances | 13,031 | 10,343 |
| Of which |  |  |
| Impaired assets | 5,228 | 7,052 |
| Impairment losses | (3,188) | (3,959) |
| Cumulative negative changes in fair value due to credit risk from doubtful  exposures | (5) | (24) |
| Book value | 354,675 | 325,693 |
| Gross book value | 357,868 | 329,676 |
| Geographical area |  |  |
| Spain | 183,923 | 185,135 |
| Europe | 57,478 | 54,934 |
| of which United Kingdom | 17,339 | 17,108 |
| America | 99,133 | 74,184 |
| of which United States of America | 61,886 | 47,896 |
| of which Brazil | 1,206 | 1,506 |
| Rest of the world | 17,334 | 15,423 |
|  | 357,868 | 329,676 |
| Interest rate: |  |  |
| Fixed rate | 183,958 | 161,092 |
| Floating rate | 173,910 | 168,584 |
|  | 357,868 | 329,676 |

At 31 December 2025 and 2024 the Bank had EUR

17,387 million and EUR 15,837 million, respectively, of

loans and advances granted to Spanish public

administrations whose rating at 31 December 2025 is A

(rating at 31 December 2024 was A) and with  EUR 6,715

million and EUR 4,719 million, respectively, granted to

the Public Sector of other countries (at 31 December

2025 this amount was composed, based on the rating of

the issuer as follows: 7% AAA, 38% AA, 7% A, 23% BBB

and 25% lower than BBB).

The above-mentioned ratings were obtained by

converting the internal ratings awarded to customers by

Banco Santander (see note 50) into the external ratings

classification established by Standard & Poor's, in order

to make them more readily comparable.

Without considering Public Administrations, the amount

of loans and advances at 31 December 2025 amounts to

EUR 333,766 million, of which EUR 328,538 million are

in a non-doubtful situation (at 31 December 2024, they

amounted to EUR 309,120 million and EUR 302,068

million respectively).

82

The following is a detail, by activity, of the loans to customers at 31 December  2025, net of impairment losses:

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| EUR million | | |  | | |  |  |  |  |
|  | Total A | Without  collateral | Secured loans | | | | | | |
|  | Net exposure | | Loan-to-value ratioC | | | | |
|  | Of which,  property  collateral | Of which,  other  collateral | Less than or  equal to 40% | More than  40% and less  than or equal  to 60% | More than  60% and less  than or equal  to 80% | More than  80% and less  than or equal  to 100% | More than  100% |
| Public sector | 20,981 | 20,780 | 147 | 54 | 81 | 50 | 12 | 58 | — |
| Other financial institutions and individual traders  (business financial activity) | 107,891 | 50,658 | 1,283 | 55,950 | 579 | 752 | 326 | 55,324 | 252 |
| Non-financial companies and individual  entrepreneurs (non-financial business activity)  (broken down by purpose) | 134,352 | 95,703 | 17,083 | 21,566 | 6,312 | 6,411 | 4,117 | 19,247 | 2,562 |
| Of which |  |  |  |  |  |  |  |  |  |
| Construction and property  development(including land) | 2,849 | 5 | 2,844 | — | 432 | 703 | 615 | 567 | 527 |
| Civil engineering construction | 1,645 | 1,173 | 18 | 454 | 6 | 8 | 4 | 450 | 4 |
| Large companies | 96,612 | 75,568 | 4,321 | 16,723 | 1,357 | 1,943 | 1,322 | 14,991 | 1,431 |
| SMEs and individual traders | 33,246 | 18,957 | 9,900 | 4,389 | 4,517 | 3,757 | 2,176 | 3,239 | 600 |
| Other households (broken down by purpose) | 78,421 | 13,506 | 63,559 | 1,356 | 19,133 | 21,902 | 19,827 | 3,311 | 742 |
| Of which |  |  |  |  |  |  |  |  |  |
| Residential | 60,863 | 812 | 59,938 | 113 | 17,612 | 20,424 | 18,726 | 2,780 | 509 |
| Consumer loans | 10,794 | 10,185 | 223 | 386 | 129 | 107 | 263 | 94 | 16 |
| Other purposes | 6,764 | 2,509 | 3,398 | 857 | 1,392 | 1,371 | 838 | 437 | 217 |
| Total A | 341,645 | 180,647 | 82,072 | 78,926 | 26,105 | 29,115 | 24,282 | 77,940 | 3,556 |
| Memorandum item |  |  |  |  |  |  |  |  |  |
| Refinanced and restructured transactionsB | 3,460 | 1,696 | 1,265 | 499 | 540 | 379 | 208 | 504 | 133 |

A.Not including advances that are not loans.

B.Includes the net balance of value adjustments associated with impaired assets.

C.The ratio is the carrying amount of the transactions at 31 December 2025 calculated using  the latest available appraisal value of the collateral.

83

Note 50  contains information relating to the forborne

loan portfolio.

Below is a breakdown of the movement in gross

exposure by impairment stage of loans and advances

from customers recorded under the headings ‘Financial

assets at amortized cost’ and ‘Financial assets at fair

value through other comprehensive income’ under Bank

of Spain Circular 4/2017 to 31 December 2025 and

2024:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2025 |  |  |  |  |
| EUR million | | | | |
|  | Stage 1 | Stage 2 | Stage 3A | Total |
| Balance at beginning  of the year | 276,440 | 17,226 | 7,052 | 300,718 |
| Movements |  |  |  |  |
| Transfers |  |  |  |  |
| Transfer to Stage 2  from Stage 1 | (5,410) | 5,410 |  | — |
| Transfer to Stage 3  from Stage 1 | (1,216) |  | 1,216 | — |
| Transfer to Stage 3  from Stage 2 |  | (731) | 731 | — |
| Transfer to Stage 1  from Stage 2 | 2,576 | (2,576) |  | — |
| Transfer to Stage 2  from Stage 3 |  | 246 | (246) | — |
| Transfer to Stage 1  from Stage 3 | 108 |  | (108) | — |
| Net changes on  financial assets | 26,484 | (2,609) | (971) | 22,904 |
| Write-offs | — | — | (2,446) | (2,446) |
| Differences in change  and other  movements | — | — | — | — |
| Balance at end of the  year | 298,982 | 16,966 | 5,228 | 321,176 |

A. The movement of Stage 3 includes portfolio sales for EUR 555

million.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2024 |  |  |  |  |
| EUR million | | | | |
|  | Stage 1 | Stage 2 | Stage 3A | Total |
| Balance at the  beginning of year | 272,599 | 15,703 | 7,597 | 295,899 |
| Movements |  |  |  |  |
| Transfers |  |  |  |  |
| To stage 2 from  stage 1 | (7,994) | 7,994 |  | — |
| To stage 3 from  stage 1 | (848) |  | 848 | — |
| To stage 3 from  stage 2 |  | (1,616) | 1,616 | — |
| To stage 1 from  stage 2 | 3,928 | (3,928) |  | — |
| To stage 2 from  stage 3 |  | 471 | (471) | — |
| To stage 1 from  stage 3 | 10 |  | (10) | — |
| Net changes on  financial assets | 8,745 | (1,398) | (1,143) | 6,204 |
| Write-offs | — | — | (1,385) | (1,385) |
| Differences in  change and other  movements | — | — | — | — |
| Balance at end of  the year | 276,440 | 17,226 | 7,052 | 300,718 |

A. The movement of Phase 3 includes portfolio sales for EUR 952

million.

At 31 December 2025, the total net exposure of loans

and advances to the Bank's customers is EUR 317,988

million, of which EUR 298,561 million correspond to

phase 1, EUR 16,381 million to phase 2 and EUR 3,046

million to phase 3 (EUR 296,760 million, EUR 276,057

million, EUR 16,635 million and EUR 4,067 million

respectively at 31 December, 2024).

This exposure includes EUR 15 million (EUR 31 million at

31 December 2024) in impaired assets purchased with

impairment, classified in phase 3, which correspond

mainly to the business combination carried out by the

Bank.

84

c) Impairment losses on loans and advances to

customers at amortized cost and at fair value

through other comprehensive income

The changes in the impairment losses on the assets

making up the balances of financial assets at amortized

cost and at fair value through other comprehensive

income ‘Loans and advances to customers ’:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Balance at beginning of the  year | 3,959 | 3,982 |
| Net impairment losses  charged to income for the  year | 1,435 | 1,445 |
| Of which |  |  |
| Impairment losses charged  to profit or loss | 2,622 | 2,764 |
| Impairment losses reversed  with a credit to profit or  loss | (1,187) | (1,319) |
| Write-off of impaired  balances against recorded  impairment allowance | (2,446) | (1,385) |
| Exchange differences and  other changes | 240 | (83) |
| Balance at end of the year | 3,188 | 3,959 |
| Of which |  |  |
| By status of the asset |  |  |
| Impaired assets | 2,182 | 2,985 |
| Of which, due to country  risk | — | 8 |
| Other assets | 1,006 | 966 |
| Balance at end of the year | 3,188 | 3,959 |
| Of which |  |  |
| Individually calculated | 705 | 783 |
| Collective calculated | 2,483 | 3,176 |

The net provision that has an impact on the results for

the year includes provisions for renegotiation or

contractual modification of EUR 14 million (EUR 21

million at 31 December 2024).

Taking into account the assets in suspense recovered,

which amount to EUR 174 million at 31 December, 2025

(EUR 95 million at 31 December, 2024) and adding to the

net provision of the previous table, the impairment of

'Credit Entities  and Debt Securities' (see notes 6 and 7),

the amount recorded under the heading 'Impairment or

reversal of impairment of financial assets not measured

at fair value through profit or loss and net gains or

losses' , due to changes in 'Financial assets at fair value

with changes in other comprehensive income' and

'Financial assets at amortized cost', amounts to EUR

1,162 million at 31 December, 2025 (EUR 1,334 million

at 31 December, 2024).

The following is the movement of impairment losses

broken down by impairment stage of loans and advances

to customers, during 2025 and 2024:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2025 |  |  |  |  |
| EUR million | | | | |
|  | Stage 1 | Stage 2 | Stage 3 | Total |
| Balance at beginning  of the year | 383 | 591 | 2,985 | 3,959 |
| Transfers |  |  |  |  |
| Transfer to Stage 2  from Stage 1 | (105) | 265 |  | 160 |
| Transfer to Stage 3  from Stage 1 | (7) |  | 262 | 255 |
| Transfer to Stage 3  from Stage 2 |  | (54) | 191 | 137 |
| Transfer to Stage 1  from Stage 2 | 7 | (83) |  | (76) |
| Transfer to Stage 2  from Stage 3 |  | 31 | (80) | (49) |
| Transfer to Stage 1  from Stage 3 | — |  | (10) | (10) |
| Net changes of the  exposure and  modifications in the  credit risk | 142 | (165) | 1,041 | 1,018 |
| Changes due to update  in the methodology of  estimates of the entity |  |  |  |  |
| Write-offs | — | — | (2,446) | (2,446) |
| FX and other  movements | 1 | — | 239 | 240 |
| Gross carrying amount  at end of the year | 421 | 585 | 2,182 | 3,188 |

85

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2024 |  |  |  |  |
| EUR million | | | | |
|  | Stage 1 | Stage 2 | Stage 3 | Total |
| Balance at beginning  of the year | 397 | 625 | 2,960 | 3,982 |
| Transfers |  |  |  |  |
| Transfer to Stage 2  from Stage 1 | (124) | 191 |  | 67 |
| Transfer to Stage 3  from Stage 1 | (8) |  | 318 | 310 |
| Transfer to Stage 3  from Stage 2 |  | (161) | 485 | 324 |
| Transfer to Stage 1  from Stage 2 | 15 | (102) |  | (87) |
| Transfer to Stage 2  from Stage 3 |  | 59 | (134) | (75) |
| Transfer to Stage 1  from Stage 3 | 2 |  | (9) | (7) |
| Net changes of the  exposure and  modifications in the  credit risk | 109 | (21) | 825 | 913 |
| Changes due to update  in the methodology of  estimates of the entity |  |  |  |  |
| Write-offs | — | — | (1,385) | (1,385) |
| FX and other  movements | (8) | — | (75) | (83) |
| Gross carrying  amount at end of the  year | 383 | 591 | 2,985 | 3,959 |

#### d) Impaired assets

The detail of the movement in the balance of financial

assets classified as ‘ Loans and advances to customers ’

and considered to be impaired by reason of their credit

risk during  2025  and  2024  is:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Balance at beginning of  the year | 7,052 | 7,597 |
| Net additions | 622 | 840 |
| Written-off assets | (2,446) | (1,385) |
| Other changes | — | — |
| Balance at end of the  year | 5,228 | 7,052 |

This amount, once the corresponding provisions have

been deducted, is Banco Santander´s best estimate of

the discounted value of the  cashflows that are expected

to be recovered from impaired assets.

At 31 December 2025, the balance of the assets written-

off amounted to EUR 6,333 million (6,043 millon EUR at

31 of december 2024).

The following are the credit impaired financial assets

and related guarantees maintained to mitigate potential

losses as of 31 December,  2025:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | Gross  amount | Allowance  recognized | Estimated  collateral  value A |
| Without  associated real  collateral | 2,775 | 1,198 | — |
| With associated  real collateral | 1,723 | 727 | 962 |
| With other  collateral | 730 | 257 | 282 |
| Total | 5,228 | 2,182 | 1,244 |

A.  Collects the maximum value of the collateral associated with each loan,

limited to the net carrying amount. Consequently, it does not include any

other cash flow that could be obtained, such as those from the personal

guarantees of the accredited.

When classifying assets in the previous table, the main

factors considered by Banco Santander to determine

whether an asset has become impaired are the existence

of amounts past due -assets impaired due to arrears- or

other circumstances may be arise which will not result in

all contractual cash flow being recovered, such as a

deterioration of the borrower's financial situation, the

worsening of its capacity to generate funds or difficulties

experienced by it in accessing credit.

e)

#### Transferred credits

The heading “Loans and advances to customers”

includes, among other items, loans transferred to third

parties through traditional securitisation for which the

Group retains, in whole or in part, the associated risks

and rewards. Consequently, and in accordance with the

applicable accounting standards, these loans cannot be

derecognised from the balance sheet. They mainly

comprise mortgage loans, corporate loans and consumer

loans. The breakdown of securitised loans recognised on

the balance sheet, by type of underlying financial

instrument, is set out below:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million |  |  |
|  | 2025 | 2024 |
| Retained on the balance  sheet A | 11,579 | 12,250 |
| Of which, mortgage assets  are securitized through: |  |  |
| Mortgage transfer  certificates | 5,765 | 7,277 |
| Total A | 11,579 | 12,250 |

A. Note 19 reports the liabilities associated with securitization operations,

discounting the bonds of the securitization funds repurchased by the

Bank.

86

The evolution of this activity responds to its use as a

regulatory capital management tool and as a resource

for the diversification of Banco Santander's liquidity

sources. During 2025 and 2024 the Bank didn't

derecognized any of the securitizations carried out in

years mentioned before, and the balance derecognized

at those dates corresponds to securitizations carried out

in previous years and portfolio sales.

On the other hand, at 31 December 2025, Banco

Santander has credits derecognized from the balance

sheet and on which the administration maintains for an

amount of EUR 4,742 million. (EUR 4,000 millon at 31

December 2024). Within the total loans written off the

balance sheet, at 31  December 2025, there are EUR 427

million (EUR 497 million in 2024) of securitized assets.

11. Trading derivatives

The detail of the notional and/or contractual amounts

and the market values of the trading derivatives held by

the Bank in  2025  and 2024 is as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million |  |  |  |  |
|  | 2025 | | 2024 | |
|  | Notional value | Market value | Notional value | Market value |
| Held for trading: |  |  |  |  |
| Interest rate | 8,680,921 | 8,002 | 8,170,664 | 6,918 |
| Options | 200,197 | (233) | 201,120 | (361) |
| Other | 8,480,724 | 8,235 | 7,969,544 | 7,279 |
| Equity instruments | 73,309 | (322) | 61,185 | (9) |
| Options | 49,001 | (871) | 44,286 | (805) |
| Other | 24,308 | 549 | 16,899 | 796 |
| Currency and gold | 1,216,133 | 821 | 1,093,647 | (171) |
| Options | 102,284 | 75 | 115,216 | 337 |
| Other | 1,113,849 | 746 | 978,431 | (508) |
| Credit | 74,407 | (3,323) | 46,923 | (323) |
| Hedging default derivative and total through out | 74,407 | (3,323) | 46,923 | (323) |
| Securities and commodities derivatives and other | 4,916 | (119) | 5,288 | (74) |
| Total | 10,049,686 | 5,059 | 9,377,707 | 6,341 |

87

12. Non-current assets and

#### liabilities held for sale

The detail of non-current assets held for sale in the

balance sheets is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Foreclosed assets | 146 | 237 |
| Other assets leased out under an  operating lease | 127 | 29 |
| Investments - Subsidiaries, Joint  venture and Associated entities A | 4,222 | — |
| Total | 4,495 | 266 |

A. Transfer to non-current assets held for sale from the stake in

Santander Bank Polska following the agreement for its sale

(see note 3).

At 31 December 2025, reducing the balance of this

heading (excluding investments in subsidiaries, joint

venture and associated entities), there were EUR 358

million corresponding to value adjustments due to

impairment of those assets, which entails a coverage of

57% of them (EUR 365 million, with a coverage of 58%,

in the 2024 financial year) of which EUR 38 million have

been recorded during the 2025 financial year (EUR 61

million in the 2024 financial year) under the heading

'Gains or losses from non-current assets and groups

disposal of items classified as held for sale not eligible

as discontinued operations' (see note 46).

At 31 December 2025 there are no liabilities associated

in disposable groups of items that have been classified

as held for sale associated with other 'non-current

assets and alienable groups of items that have been

classified as held for sale'.

13. Investments

a) Subsidiaries

‘Investments - Subsidiaries’ includes the equity

instruments owned by Banco Santander and issued by

subsidiaries belonging to Grupo Santander.

Relevant information on these companies is provided in

Appendix I.

i. Breakdown

The detail, by currency and listing status, of ‘Investments

- Subsidiaries’ on the balance sheets at 31 December

2025 and 2024 is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Currency: |  |  |
| Euro | 54,596 | 53,197 |
| Pound Sterling | 15,708 | 14,338 |
| Other currencies | 25,763 | 30,139 |
|  | 96,067 | 97,674 |
| Listing status: |  |  |
| ListedA | 6 | 4,275 |
| Unlisted | 96,061 | 93,399 |
|  | 96,067 | 97,674 |

A. Transfer to non-current assets held for sale from the stake in Santander

Bank Polska following the agreement for its sale (see note 3).

ii. Changes

The changes in  2025 and 2024 in ‘Investments -

Subsidiaries’, disregarding impairment losses, were as

follows:

88

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Balance at beginning of the year | 109,911 | 109,567 |
| Acquisitions, contributions, capital increase payments and mergers | 9,218 | 4,554 |
| Of which |  |  |
| Banco Santander Totta, S.A. | 4,949 | — |
| Contingent convertible debt (AT1) | 1,073 | 782 |
| Santander Insurance Services UK Limited | 780 | — |
| Tresmares Santander Direct Lending, SICC, S.A. | 678 | 174 |
| Deva Capital Holding Company, S.L. Unipersonal | 391 | 254 |
| Andromeda Principal Investment, S.L.U. | 250 | — |
| Santander Global Technology and Operations, S.L. Unipersonal | 230 | — |
| Santander Consumer Bank, S.A. | 166 | — |
| Santander Asset Finance Opportunities Sub-Fund | 104 | 20 |
| PagoNxt, S.L. | 97 | 170 |
| Santander Group Properties, S.L. Unipersonal | 52 | 1,062 |
| Banco Santander International SA | — | 517 |
| Blue Ocean SBT, S.L. Unipersonal (anteriormente Santander Bank & Trust, LTD) | — | 389 |
| Moon GC&P Investments, S.L.U. | — | 300 |
| Cántabro Catalana de Inversiones, S.A. | — | 263 |
| Grupo Financiero Santander México, S.A. de C.V. | — | 110 |
| Disposals, capital reductions and mergers | (7,698) | (3,880) |
| Of which |  |  |
| Santander Totta, SGPS, S.A. | 4,949 | — |
| Contingent convertible debt (AT1) | 603 | — |
| Tresmares Santander Direct Lending, SICC, S.A. | 469 | — |
| Investment Holdings 1857, S.L. | 333 | — |
| Santander Insurance, S.L. | 247 | 443 |
| SAM Investment Holdings, S.L. | 233 | — |
| Blecno Investment, S.L. Unipersonal | 209 | — |
| Uro Property Holdings, S.A. | 179 | — |
| Andromeda Principal Investment, S.L.U. | 178 | — |
| Parasant SA | — | 1,012 |
| Santander Global Services, S.L. | — | 570 |
| Santander Facility Management España, S.L.U. | — | 393 |
| Santander Bank Polska S.A. | — | 357 |
| Cántabra de Inversiones, S.A. Unipersonal | — | 263 |
| Consulteam Consultores de Gestão, Unipessoal, Lda. | — | 209 |
| Moon GC&P Investments, S.L.U. | — | 209 |
| Santander UK Investments | — | 119 |
| Transfers | (4,235) | — |
| FX and other movements | (756) | (330) |
| Balance at end of the year | 106,440 | 109,911 |

89

In February 2025, a corporate reorganisation was carried

out in Portugal aimed at simplifying the Group’s

structure, through the reverse merger by absorption of

Santander Totta, SGPS, S.A. by Banco Santander Totta,

S.A. The cost of the investment in Banco Santander

amounted to EUR 4,949 million.

In February 2025, the purchase and sale of the company

Santander Consumer Bank, S.A. (formerly called

Crediscotia Financiera, S.A.) was completed for an

amount in Peruvian soles equivalent to EUR 166 million.

In August 2025, a participating loan was granted to

Santander Insurance Services UK Limited for GBP 677

million (EUR 776 million). In September, the loan,

together with accrued interest, was capitalised for GBP

680 million (EUR 780 million).

During financial year 2025, contributions were made to

Tresmares Santander Direct Lending, SICC, S.A. for a

total amount of EUR 678 million, corresponding to the

various capital calls made throughout the year. The

company also made distributions amounting to EUR 469

million. In addition, during the year, contributions were

made to Andromeda Principal Investment, S.L.U. for a

total amount of EUR 250 million, corresponding to the

various capital calls made throughout the year. The

company also made distributions amounting to EUR 178

million.

On January 28, 2026, the deed of merger by absorption

of Blecno Investment, S.L. Unipersonal, Uro Property

Holdings, S.A., Elevate Tech Platforms, S.L. Unipersonal

and Emisora Santander España, S.A. Unipersonal

(acquired companies) by Banco Santander, S.A.

(acquiring company) was executed as a public deed. The

net amount derecognised under this heading as a result

of the transaction was EUR 394 million, with a reserve

payment of EUR 196 million (see Note 1.i).

Throughout financial year 2025, Banco Santander

subscribed capital increases and made partner

contributions in other companies, the most significant

being: EUR 391 million in Deva Capital Holding

Company, S.L. Unipersonal, EUR 230 million in Santander

Global Technology and Operations, S.L. Unipersonal, EUR

104 million in Santander Asset Finance Opportunities,

Sub-Fund, EUR 97 million in PagoNxt, S.L., and EUR 52

million in Santander Group Properties, S.L. Unipersonal.

Additionally, the most significant premium refunds

being: EUR 333 million of Investment Holdings 1857,

S.L., EUR 247 million of Santander Insurance, S.L. and

EUR 233 million of SAM Investment Holdings, S.L.

In December 2025, Banco Santander, S.A. sold 3.5% of

its stake in Santander Bank Polska S.A. for an amount of

EUR 407 million. This resulted in a reduction in the cost

of the investment of EUR 241 million and a net gain of

EUR 166 million, recognised under the heading “Profit or

(-) loss after tax from discontinued operations”.

The “Transfers” item in the above breakdown includes

EUR 4,440 million corresponding to the stakes in

Santander Bank Polska S.A. and Santander Towarzystwo

Funduszy Inwestycyjnych, S.A., which were reclassified

under the heading “Non-current assets and disposal

groups classified as held for sale” (see Note 12), and EUR

205 million corresponding to stakes in the venture

capital companies Tresmares Growth Fund, which were

reclassified from the heading “Non-trading financial

assets mandatorily measured at fair value through profit

or loss”.

In February 2024, members of the company MOON

GC&P Investments, S.L.U were bought and contributed

for an amount of EUR 300 million, with the aim of

acquiring an indirect majority stake in Adprotel Strand

(hotel investment). Throughout the year, the company

has made a premium refund of EUR 209 million.

In March 2024, as part of the reorganization process of

several companies of the Santander Group, the holding

company called Santander Group Properties, S.L.U. Was

established, which will act as the head entity of the real

estate companies that own the Group’s corporate

buildings. In addition, 26 March 2024 the Bank made a

capital increase in the company from non-cash

contributions consisting of the participation of the

company Santander Facility Management España, S.L.U,

amounting to EUR 413 million. The reduction of the

participation was made for the amount of EUR 393

million and there has been a payment in reserves for the

amount of EUR 19 million (see note 29). With the same

date, a capital increase of the same characteristics was

made, consisting of the contribution of its participation in

Santander Global Services, S.L. Unipersonal, amounting

to EUR 373 million. The reduction of the participation

was made for EUR 550 million (since previously the

company made a refund of EUR 20 million) and there has

been a use of the impairment fund of EUR 178 million

(see note 13.a.iii).

On July 16, 2024 the Bank made another capital increase

in this company of the same characteristics, consisting of

the contribution of the participation in Santander UK

Investments amounting to EUR 114 million. The

reduction of the participation has been made by the

value in euros at the date of the contribution of GBP 100

million. On October 22,  2024 a contribution of partners

was made, in kind, consisting of the participation of

Santander Global Sport, S.A, amounting to EUR 15

million. The reduction of the portfolio has been made in

the amount of EUR 42 million, which has meant a

release of the impairment fund of EUR 27 million (see

note 13.a.iii). In addition, the Bank has also made a

monetary contribution to this company amounting to

EUR 147 million.

90

The 11 July 2024 signed the merger by absorption of

Cántabro Catalana de Inversiones, S.A. (acquiring

company) and Cántabra de Inversiones, S.A. Unipersonal

(acquired company), with the dissolution without

liquidation of the company acquired and the transfer of

its assets in block to the acquiring company, As part of

the process of streamlining the corporate structure

within the Group, with the aim of simplifying its

management, facilitating the efficient allocation of

resources and reducing administrative costs.

In September 2024, Banco Santander, S.A sold 5.21% of

its stake in Santander Bank Polska S.A for an amount of

EUR 575 million. This has resulted in a reduction in the

cost of participation of EUR 357 million and a net profit

of EUR 209 million (see note 45).

On December 4, 2024 raised to the public the deed of

merger by cross-border non-European absorption of the

companies SIB Besaya, S.L.U. and Parasant SA

(companies acquired) by Banco Santander, S.A.

(Acquiring company), including among other assets, the

companies Banco Santander International SA, Santander

Bank & Trust Ltd, Santander Investments Chile Limitada

and Santander Inversiones, S.A., the net amount

registered under this heading for this operation was EUR

1,065 million, with a reserve payment of EUR 166

million (see note 1).

In December 2024, carried out the liquidation of the

company Consulteam Consultores de Gestão,

Unipessoal, Lda. for an amount of EUR 209 million,

which has meant a use of the fund endowed with the

same amount (see Note 13.a.iii).

Throughout 2024, Banco Santander subscribed capital

increases and made contributions from partners in other

companies, the most relevant being: EUR 254 million in

Deva Capital Holding Company, S.L. Unipersonal, EUR

110 million in Grupo Financiero Santander México, S.A.

de C.V., 174 million in Tresmares Santander Direct

Lending, SICC, S.A. and EUR 170 million in PagoNxt, S.L

(of which EUR 48 million is contribution in kind).

Additionally, the company Santander Insurance, S.L.

made premium refunds of EUR 443 million.

iii. Impairment losses

The changes in the balance of this item were as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Balance at beginning of the year | 12,237 | 12,423 |
| Net impairment losses  (reversals) (note 44) | (1,548) | 171 |
| Other changes | (316) | (357) |
| Balance at end of the year | 10,373 | 12,237 |

The Management carries out an analysis of the potential

loss of value of the investments in subsidiaries, joint

ventures and associates that it has registered with

respect to their book value. Said analysis is carried out

using different parameters, such as equity value, listed

value and recoverable value, which is obtained from

estimates of expected cash flows or net worth corrected

by tacit capital gains existing on the date of the

valuation.

In line with the above, Banco Santander carried out an

assessment of its investees in December 2025. The

impairment reversals recognised by the Bank during

financial year 2025 include EUR 1,335 million in relation

to Santander UK Group Holdings Plc. and EUR 537

million in relation to PagoNxt, S.L. The “Other

movements” balance in the above breakdown includes

EUR 161 million corresponding to Santander

Towarzystwo Funduszy Inwestycyjnych S.A., reclassified

under the heading “Non-current assets and disposal

groups classified as held for sale” (see Note 12); EUR 37

million corresponding to Munduspar Participações,

reclassified under the heading “Associates” (see Note

13.c); and EUR 116 million corresponding to the

companies merged with the Bank (see Note 1.i).

Following the same criteria, Banco Santander carried out

in December 2024 the evaluation of its investees. The

impairment charges made by the Bank in 2024 included

EUR 94 million from Altamira Santander Real Estate, S.A

and EUR 70 million from Uro Properties Holdings, S.A.

b) Joint venture entities

The cost of the investees recorded under this Caption at

December 31, 2025 amounted to EUR 651 million, while

the impairment recorded at that date was EUR 368

million (EUR 640 million and EUR 318 million,

respectively, in 2024).

In October 2024, UCI, S.A. approved a capital increase

through the contribution of perpetual subordinated

obligations contingently convertible into shares,

corresponding to Banco Santander EUR 41 million.

91

During 2025, Banco Santander has provided impairment

for a net amount of EUR 49 million (EUR 55 million in

2024) for the entities recorded under this caption,

mainly for UCI, S.A.

c) Associated entities

‘Investments - Associated’ in the accompanying balance

sheets includes Banco Santander`s ownership interests

in associates (see note 2.b).

Appendix II contains a detail of these companies,

indicating the percentages of direct or indirect ownership

and other relevant information.

At 31 December 2025 , there were no capital increases in

progress at any associated company.

i. Breakdown

The detail of the balance of this heading of the attached

balances, based on the contracting currency and the

admission or non-listing of the securities, is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Currency: |  |  |
| Euro | 1,950 | 2,049 |
| Foreign Currency | 16 | — |
|  | 1,966 | 2,049 |
| Listing status: |  |  |
| Listed | 1,905 | 1,988 |
| Unlisted | 61 | 61 |
|  | 1,966 | 2,049 |

ii. Changes

The changes in  2025 and 2024 in ‘Investments -

Associates’’, disregarding impairment losses, were as

follows, (see note 13.c.iii):

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Balance at the beginning of the year | 2,333 | 2,134 |
| Purchases, capital increases and mergers | 75 | 246 |
| Of which |  |  |
| Waycarbon Soluções Ambientais e  Projetos de Carbono, S.A. | 75 | — |
| Merlín Properties, SOCIMI, S.A. | — | 231 |
| Disposals, reductions and mergers: | (167) | (47) |
| Of which |  |  |
| Metrovacesa, S.A. | (104) | (47) |
| Waycarbon Soluções Ambientais e  Projetos de Carbono, S.A. | (40) | — |
| Merlín Properties, SOCIMI, S.A. | (23) | — |
| Transfers | — | — |
| Other changes (net) | — | — |
| Balance at end of the year | 2,241 | 2,333 |

In May 2025, the reverse merger of Munduspar

Participações, S.A. (subsidiary) into Waycarbon Soluções

Ambientais e Projetos de Carbono, S.A. was completed.

The cost of the investment held by the Bank amounted

to EUR 75 million. As a result of this merger and a

subsequent capital reduction by the company with

reimbursement to the Bank for an amount of EUR 40

million, the Bank ceased to exercise control over the

company, which was reclassified as an associate.

In April and December 2025, Metrovacesa, S.A. made

two dividend distributions charged against the freely

distributable reserve (share premium), with Banco

Santander receiving two payments of EUR 22 million and

EUR 54 million, respectively. These transactions resulted

in a reduction in the cost of the investment of EUR 104

million and the recognition of an impairment charge of

EUR 28 million (see Note 13.c.iii).

In July 2024, the Board of Directors of Merlin Properties,

SOCIMI, S.A. approved a share capital increase through

cash contributions, as part of an accelerated

bookbuilding process. Banco Santander subscribed

shares for an amount of EUR 226 million.

In April and December 2024, Metrovacesa, S.A. made

two dividend distributions charged against the freely

distributable reserve (share premium), with Banco

Santander receiving two payments of EUR 17 million and

EUR 16 million, respectively. These transactions resulted

in a reduction in the cost of the investment of EUR 47

million and the recognition of an impairment charge of

EUR 13 million (see Note 13.c.iii).

iii. Impairment losses

The changes in the balance of this item were as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Balance at the beginning of the  year | 284 | 286 |
| Net impairment losses  (reversals) (note 44) | 1 | 11 |
| Other changes | (10) | (13) |
| Balance at end of the year | 275 | 284 |

92

14. Insurance contracts linked to

#### pensions

The detail of Insurance contracts linked to pensions in

the balance sheets are as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Assets relating to insurance contracts  covering post-employment benefit plan  obligations (notes 17 and 23) | 240 | 267 |
| Total | 240 | 267 |

15. Tangible assets

a) Changes

The changes in 2025 and  2024  in ‘Tangible assets’ in the

balance sheet were as follows:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |  |
|  | Tangible assets | | | | Of which: For leasing | | | |
|  | For own  use | Leased out  under an  operating  lease | Investment  property | Total | For own  use | Leased out  under an  operating  lease | Investment  property | Total |
| Cost |  |  |  |  |  |  |  |  |
| Opening balance at 1 January  2024 | 7,097 | 1,208 | 343 | 8,648 | 3,196 | — | — | 3,196 |
| Additions/disposals (net) | (2) | 3 | — | 1 | (147) | — | — | (147) |
| Transfers and other | (201) | — | (45) | (246) | 83 | — | — | 83 |
| Balance at 31 December 2024 | 6,894 | 1,211 | 298 | 8,403 | 3,132 | — | — | 3,132 |
| Additions/disposals (net) | (1,948) | (11) | — | (1,959) | (2,053) | — | — | (2,053) |
| Transfers and others | 1,418 | — | 258 | 1,676 | 58 | — | — | 58 |
| Balance at 31 December 2025 | 6,364 | 1,200 | 556 | 8,120 | 1,137 | — | — | 1,137 |
| Accumulated depreciation |  |  |  |  |  |  |  |  |
| Opening balance at 1 January  2024 | (1,778) | (302) | (38) | (2,118) | (950) | — | — | (950) |
| Charge for the year | (362) | (138) | (2) | (502) | (209) | — | — | (209) |
| Disposals | 194 | 131 | — | 325 | 193 | — | — | 193 |
| Transfers and others | 260 | — | 2 | 262 | — | — | — | — |
| Balance at 31 December 2024 | (1,686) | (309) | (38) | (2,033) | (966) | — | — | (966) |
| Charge for the year | (276) | (139) | (2) | (417) | (112) | — | — | (112) |
| Disposals | 366 | 141 | — | 507 | 363 | — | — | 363 |
| Transfers and others | (199) | — | (45) | (244) | — | — | — | — |
| Balance at 31 December 2025 | (1,795) | (307) | (85) | (2,187) | (715) | — | — | (715) |
| Impairment losses |  |  |  |  |  |  |  |  |
| Opening balance at 1 January  2024 | (66) | — | (96) | (162) | — | — | — | — |
| Charge for the year | (3) | — | — | (3) | 2 | — | — | 2 |
| Disposals | — | — | — | — | — | — | — | — |
| Transfers and others | 5 | — | 9 | 14 | (2) | — | — | (2) |
| Balance at 31 December 2024 | (64) | — | (87) | (151) | — | — | — | — |
| Charge for the year | 3 | — | — | 3 | 1 | — | — | 1 |
| Disposals | — | — | — | — | — | — | — | — |
| Transfers and others | 29 | — | 11 | 40 | (1) | — | — | (1) |
| Balance at 31 December 2025 | (32) | — | (76) | (108) | — | — | — | — |
| Tangible assets, net |  |  |  |  |  |  |  |  |
| Balance at 31 December 2024 | 5,144 | 902 | 173 | 6,219 | 2,166 | — | — | 2,166 |
| Balance at 31 December 2025 | 4,537 | 893 | 395 | 5,825 | 422 | — | — | 422 |

93

b) Property, plant and equipment - for own use

The detail, by class of asset, of ‘Property, plant and

equipment - For own use’ on the balance sheets in  2025

and 2024   is as follows:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million |  |  |  |  |  |
|  | Cost | Accumulated  depreciation | Impairment  losses | Carrying amount | Of which, right-of-use  for operating lease |
| Land and buildings | 5,610 | (1,290) | (64) | 4,256 | 2,166 |
| Furniture, fixtures and vehicles | 968 | (241) | — | 727 | — |
| Computer hardware | 249 | (155) | — | 94 | — |
| Other | 67 | — | — | 67 | — |
| Balance at 31 December 2024 | 6,894 | (1,686) | (64) | 5,144 | 2,166 |
| Land and buildings | 5,060 | (1,368) | (32) | 3,660 | 422 |
| Furniture, fixtures and vehicles | 945 | (253) | — | 692 | — |
| Computer hardware | 270 | (174) | — | 96 | — |
| Other | 89 | — | — | 89 | — |
| Balance at 31 December 2025 | 6,364 | (1,795) | (32) | 4,537 | 422 |

The carrying amount at 31 December 2025 in the table

above includes the following approximate amounts:

• EUR 6 million (EUR 5 million at 31 december 2024)

relating to property, plant and equipment owned by

Banco Santander's branches located abroad.

• EUR 181 million (EUR 217 million at 31 December

2024) relating to property, plant and equipment held

under finance leases by Banco Santander, of which

EUR 170 million related to leases in effect as of 31

December 2025 (EUR 205 million at 31 December

2024).

c)

#### Tangible assets - Leased out under an operating

#### lease

Banco Santander has assets assigned under operating

lease where the company is the lessor and they do not

meet the accounting requirements to be classified as

financial leases. The net cost of these leases is recorded

as an asset and is depreciated on a straight-line basis

over the contractual term of the lease up to the expected

residual value.

The expected residual value and, consequently, the

monthly depreciation expense may change during the

term of the lease. The Bank estimates expected residual

values using independent data sources and internal

statistical models. Likewise, it evaluates the estimate of

the residual value of said leases and adjusts the

depreciation rate based on the change in the expected

value of the asset at the end of the lease.

Banco Santander periodically evaluates its investment in

operating leases and whenever there are indications of

impairment, such as a systemic and material decrease in

the values of the assigned assets. If assets leased under

operating leases are considered to be impaired,

impairment is measured as the amount by which the

assets' carrying amount exceeds fair value as estimated

by discounted cash flows. During the years 2025 and

2024, the Bank has not recorded any material

impairment for this concept.

During the years 2025 and 2024, no significant variable

payments have been made not included in the valuation

of lease assets.

#### d) Tangible assets - Investment property

The fair value of the investment property at 31

December  2025  and  2024  amounts to EUR 492 million

and EUR 259 million, respectively. A comparison of the

fair value of investment property at 31 December   2025

and 2024  with the net book value results in gross

unrealised gains of EUR 97 million and EUR 86 million

for each of these years, respectively, attributed to the

Bank in full.

Rental income from investment properties and direct

expenses related to both investment properties that

generated income during  2025 and 2024 and those

investment properties that did not generate income

during 2025  and 2024 are not material in the context of

the entity's annual accounts.

94

16. Intangible assets

a) Goodwill

The detail of  the 'Goodwill',  on the balance sheets is as

follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Santander España | 623 | 623 |
| Amortization charge | (476) | (414) |
| Balance at end of year | 147 | 209 |

The movement during the years 2025 and  2024  has

been as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Balance at beginning of the  year | 209 | 271 |
| Additions (note 3) |  | — |
| Amortization charge | (62) | (62) |
| Impairment losses | — | — |
| Disposals or changes in  scope | — | — |
| Balance at end of year | 147 | 209 |

Neither in 2025, nor in 2024 has goodwill been

generated.

All of the goodwill recorded at the end of the 2025 and

2024 financial years comes from the following corporate

operations that were carried out in the 2018 financial

year:

• Merger by absorption of Banco Popular Español,

S.A.U. On June 7, 2017, Banco Santander acquired

100% of the share capital of Banco Popular Español,

S.A.U. Subsequently, on September 28, 2018, the

deed of merger by absorption of Banco Popular

Español, S.A.U. was registered in the Mercantile

Registry of Cantabria by Banco Santander, S.A. with

accounting effects January 1, 2018, transferring to

the books of Banco Santander a gross goodwill of

EUR 248 million.

• Repurchase of the credit and debit card business

marketed by Grupo Banco Popular in Spain and

Portugal generating the business combination a

goodwill of EUR 375 million.

In accordance with Bank of Spain Circular 4/2017, the

goodwill is amortized within a period of ten years. In

addition, the Bank periodically reviews the term and

method of amortization and, if deemed inappropriate,

the impact will be treated as a change in accounting

estimates.

As of 31 December 2025 and 2024 the amount of

goodwill recorded by Banco Santander, net of

accumulated depreciation, amounted to EUR 147 million

and EUR 209 million, respectively.

Banco Santander, at least annually and whenever there

are signs of impairment, conducts an analysis of the

potential loss of value of the trade funds it has recorded

in respect of their recoverable value.

The first step in carrying out this analysis requires the

identification of the cash-generating units, which are the

smallest identifiable groups of assets in Banco

Santander  that generate cash inflows and are largely

independent of the cash flows of other assets or asset

groups.

For the purposes of those mentioned in the preceding

paragraph, the Bank's administrators have identified the

commercialbanking business in Spain as the cash-

generating unit to which to allocate goodwill arising

both by the acquisition and subsequent merger by

absorption of Banco Popular Español, S.A.U. and by the

repurchase of the credit and debit cards from Grupo

Banco Popular.

Its carrying value is determined taking into account the

book value of all the assets and liabilities that make up

the commercial banking business in Spain, together with

the corresponding goodwill. Said book value is compared

with its recoverable amount in order to determine if

there is impairment.

The recoverable amount of Santander España cash-

generating unit has been determined as the fair value of

such cash-generating unit obtained using quotes, market

references (multiples) or internal estimates. At the end

of the fiscal year said value exceeded the book value.

Based on previous data, and in accordance with the

estimates of the Bank's administrators, during the years

2025 and 2024 the Bank has not recorded any amount

under the heading 'Impairment in value or reversal of

impairment in value of non-financial assets - intangible

assets' in concept of impairment of goodwill.

b) Other intangible assets

i. Breakdown

The detail of Intangible assets  ‘Other intangible assets’

on the balance sheets is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2024 | 2023 |
| With finite useful life |  |  |
| IT Developments | 1,580 | 1,480 |
| Accumulated amortization | (978) | (859) |
| Balance at end of year | 602 | 621 |

95

ii. Changes

The changes in Intangible assets ‘Other intangible

assets’ on the balance sheets were as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Balance at 31 of december of  prior year | 621 | 571 |
| Additions | 196 | 222 |
| Disposals | (80) | (178) |
| Amortization charge | (195) | (172) |
| Amortization charge disposals | 76 | 178 |
| Impairments losses | -16.00 | — |
| Balance at end of year | 602 | 621 |

17. Other assets and Other

liabilities

The detail of ‘Other assets and Other liabilities’ on the

accompanying balance sheets is as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | Assets | | Liabilities | |
|  | 2025 | 2024 | 2025 | 2024 |
| Transactions in transit | — | — | 17 | 5 |
| Insurance contracts linked to pensions (note 14) | 240 | 267 | — | — |
| Inventory | — | — | — | — |
| Prepayments and accrued income | 583 | 522 | 2,815 | 2,856 |
| Other A | 1,365 | 1,848 | 1,305 | 1,306 |
| Total | 2,188 | 2,637 | 4,137 | 4,167 |

A. Includes, mainly, unsettled transactions.

96

18. Deposits from central banks

#### and credit institutions

The detail by classification, type and currency of

‘Deposits from central banks’ and ‘Deposits from credit

institutions’ on the accompanying balance sheets is as

follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| CENTRAL BANKS |  |  |
| Classification |  |  |
| Financial liabilities held for trading | 5,465 | 9,123 |
| Financial liabilities designated at fair value through profit or loss | 3,086 | 1,774 |
| Financial liabilities at amortized cost | 7,522 | 5,117 |
|  | 16,073 | 16,014 |
| Type |  |  |
| Current accounts / Intraday deposits | 857 | 404 |
| Time deposits | 9,752 | 4,960 |
| Deposits available with prior notice | — | — |
| Repurchase agreements | 5,464 | 10,650 |
|  | 16,073 | 16,014 |
| Currency |  |  |
| Euro | 7,131 | 7,991 |
| US dollar | 7,078 | 5,432 |
| Pound Sterling | 1,768 | 2,513 |
| Other currencies | 96 | 78 |
|  | 16,073 | 16,014 |
| CREDIT INSTITUTIONS |  |  |
| Classification |  |  |
| Financial liabilities held for trading | 30,602 | 24,884 |
| Financial liabilities designated at fair value through profit or loss | 1,521 | 2,107 |
| Financial liabilities at amortized cost | 34,678 | 38,691 |
|  | 66,801 | 65,682 |
| Nature |  |  |
| Current accounts / Intraday deposits | 4,307 | 4,752 |
| Time deposits | 15,389 | 18,222 |
| Deposits available with prior notice | — | — |
| Repurchase agreements | 47,105 | 42,708 |
|  | 66,801 | 65,682 |
| Currency |  |  |
| Euro | 41,207 | 38,693 |
| US dollar | 17,635 | 22,011 |
| Pound Sterling | 2,690 | 2,866 |
| Other currencies | 5,269 | 2,112 |
|  | 66,801 | 65,682 |
| Total | 82,874 | 81,696 |

As of December 31, 2025 and 2024, the Bank has not

obtained long-term conditional financing from the

European Central Bank (TLTRO, targeted longer-term

refinancing operation).

Therefore, as of December 31, 2025, there is no expense

recognized in the income statement for deposits related

to TLTRO III (as of December 31, 2024, this recognized

expense amounted to 53 million euros).

97

The deposits classified in the 'Liabilities held for trading'

portfolio correspond to temporary transfers of assets

from Spanish and foreign institutions.

Note 49 contains a detail of the residual maturity periods

of financial liabilities at amortized cost.

19. Customer deposits

The detail by classification, type, sector and geographical

area, of ‘Customer deposits’ is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Classification |  |  |
| Financial liabilities held for trading | 28,599 | 13,503 |
| Financial liabilities designated at fair value through profit or loss | 32,516 | 28,307 |
| Financial liabilities at amortized cost | 376,542 | 348,912 |
|  | 437,657 | 390,722 |
| Type |  |  |
| Current accounts / Intraday deposits | 269,758 | 256,576 |
| Time deposits A | 115,834 | 99,289 |
| Deposits available with prior notice | — | — |
| Repurchase agreements | 52,065 | 34,857 |
| Of which, subordinated deposits | — | — |
| Of which, issued securities | 4,855 | 3,609 |
|  | 437,657 | 390,722 |
| Sector |  |  |
| Public sector | 60,107 | 41,299 |
| Other financial companies | 97,949 | 87,905 |
| Non-financial companies | 119,617 | 110,029 |
| Households | 159,984 | 151,489 |
|  | 437,657 | 390,722 |
| Geographical area |  |  |
| Spain | 287,340 | 272,054 |
| Europe | 77,015 | 66,793 |
| of which United Kingdom | 17,538 | 14,608 |
| America | 43,968 | 40,976 |
| of which United States of America | 35,045 | 34,172 |
| of wich Brazil | 142 | 148 |
| Rest of the world | 29,334 | 10,899 |
|  | 437,657 | 390,722 |

A. Of the total time deposits, EUR 22,265 million correspond to branches of the entity abroad (EUR 21,077 million in 2024).

The item issued securities in the table above include the

liabilities associated with securitisation transactions (see

note 10.e).

Note 49 contains a detail of the residual maturity periods

of financial liabilities at amortized cost.

98

20. Marketable debt securities

a) Breakdown

The detail by classification and type, of ‘Marketable debt

securities’ in the accompanying balance sheets is as

follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Classification: |  |  |
| Financial liabilities at amortized cost | 137,997 | 125,969 |
| Financial liabilities designated at fair value through profit or loss | 1,587 | 1,069 |
|  | 139,584 | 147,182 |
| Type: |  |  |
| Certificates of deposit | 16,043 | 9,633 |
| Guaranteed bonds | 55,872 | 50,774 |
| Mortgage-backed bonds | 45,004 | 39,903 |
| Others mortgage-backed bonds and guaranteed bonds | 10,868 | 10,871 |
| Other issued securities (note 21) | 100,288 | 114,982 |
| Of which, subordinated liabilities | 21,774 | 28,142 |
| Treasury shares A | (33,810) | (29,539) |
| Valuation adjustments | 1,191 | 1,332 |
|  | 139,584 | 147,182 |

A. At 31 December 2025 y 2024, the registered balance corresponds mainly to guaranteed bonds.

Note 49 contains a detail of the residual maturity periods

of financial liabilities at amortized cost.

b) Certificates of deposit

The detail of certificates of deposits by currency of

issuance is as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | EUR million | | 2025 | |
|  | 2025 | 2024 | Outstanding issue  amount in foreign  currency (million) | Annual interest rate A |
| Currency of issuance |
| US dollar | 13,096 | 6,005 | 15,396 | 4.43% |
| Pound Sterling | 2,236 | 2,947 | 1,952 | 4.10% |
| Hong Kong dollar | 495 | 605 | 4,528 | 3.36% |
| Chinese Yuan | 216 | 76 | 1,774 | 2.14% |
| Balance at end of the year | 16,043 | 9,633 |  |  |

A.  Average interest rates for different issue based on their nominal values.

99

i. Changes

The changes in certificate of deposit on the balance

sheet for the years 2025  and 2024 are  as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Balance at end of the prior year | 9,633 | 10,820 |
| Issues | 26,447 | 17,184 |
| Redemptions | (19,043) | (18,965) |
| Exchange differences and other  changes | (994) | 594 |
| Balance at end of the year | 16,043 | 9,633 |

At 31 December 2025, the Bank issued certificates of

deposit amounting to EUR 26,447 million (EUR 17,184

million as at 31 December 2024), with an average

maturity of 6 months (7 months during the 2024

financial year), of which EUR 19,043 million have been

amortized (EUR 18,965 million at December 2024).

#### c) Marketable Mortgage- backed securities

The detail by currency of issuance, of ‘Marketable

mortgage-backed securities’ is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | EUR million | | 2025 |
|  | 2025 | 2024 | Annual  interest rate A |
| Currency of  issuance |
| Euros | 45,004 | 39,903 | 1.69% |
| Balance at end  of the year | 45,004 | 39,903 |  |

A.  Average interest rate of the various issues based on their nominal

values.

The issuing entity may repay the mortgage bonds early,

if this has been expressly established in the final

conditions of the issue in question and in the conditions

established there.

None of the mortgage bonds issued by Banco Santander

have replacement assets involved.

During 2023, the Bank of Spain has published Circular

1/2023 of 4 February , which modifies Circular 4/2017,

repealing the breakdown in the annual accounts and the

information related to internal accounting development

and management control.

d) Other mortgage bonds and guaranteed bonds

The balance of ‘Other mortgage bonds and guaranteed

bonds’ relates to the rest of covered bonds and

certificates. The breakdown, by issue currency and

interest rate, is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | EUR million | | 2025 |
| Currency of  issuance | 2025 | 2024 | Annual  interest rate A |
|  | | | |
| Euro | 5,296 | 4,807 | 2.30% |
| US dollar | 5,572 | 6,064 | 5.07% |
| Balance at end of  the year | 10,868 | 10,871 |  |

A. Average interest rate of the various securities at 31 December 2025

based on their nominal amounts.

#### e) Guarantee

The mortgage-backed bonds (‘ cédulas hipotecarias ’) are

secured by mortgage loans with average maturities of

more than ten years. In order to calculate the amount of

the qualifying assets in accordance with Royal Decree-

Law 24/2021 transposing the European Union directive

on covered bonds, the following transactions are

excluded from the total base of the unsecuritized

mortgage portfolio:

– Transactions classified as at pre-action stage and

procedural stage.

– Transactions without appraisal by a specialist

valuer.

– Transactions exceeding 80% of the appraized

value in residential financing and 60% in the case

of other assets.

– Second mortgages or mortgages with insufficient

collateral.

– Transactions without insurance or with

insufficient insurance.

The asset-backed securities, including asset-backed

securities and notes issued by special-purpose vehicles

(SPVs), are secured by:

– Mortgage loans to individuals to finance the

acquisition and refurbishment of homes with an

average maturity of more than ten years.

– Personal consumer finance loans with no specific

guarantee and unsecured loans with an average

maturity of five years.

100

– Loans to SMEs (non-financial small and medium-

sized enterprises) secured by State guarantees,

and loans to companies (SMEs -self-employed,

microbusinesses, small and medium-sized

enterprises- and large companies) secured by

property mortgages, the borrower's personal

guarantee, guarantees and other collateral other

than property mortgages, with an average

maturity of 7 years.

– Mortgage and non-mortgage loans to finance

municipalities, autonomous communities and

subsidiaries with an average maturity of more

than 10 years.

– Commercial credit of Banco Santander (ordinary

and occasional invoice discounting and advances

to customers on legitimate receivables) with an

average maturity of 45 days.

Additionally, Banco Santander, issues

internationalization certificates, which are securities

whose capital and interest are guaranteed by loans and

credits that are linked to the financing of export

contracts or the internationalization of companies. These

internationalization bonds have been repurchased in

their entirety by Banco Santander.

The fair value of the guarantees received by Banco

Santander (financial and non-financial assets) which the

Group is authorised to sell or pledge even if the owner of

the guarantee has not defaulted is scantly material

taking into account the Bank's financial statements as a

whole.

21. Other issuances

a) Breakdown

The following is a breakdown of the balance under this

heading on the attached balance sheets, taking into

account their nature and currency of the transactions:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million A | | |
|  | 2025 | 2024 |
| Type |  |  |
| Other issuances | 100,288 | 114,982 |
| Of which, subordinated  liabilities | 21,774 | 28,142 |
|  | 100,288 | 114,982 |
| Currency |  |  |
| Euro | 52,112 | 59,999 |
| US dollar | 36,359 | 43,616 |
| Pound Sterling | 5,076 | 5,360 |
| Other currencies B | 6,741 | 6,007 |
|  | 100,228 | 114,982 |

A. This amount includes the principal, in other currencies.

B. At 31 December 2025, the most significant currencies are: Swiss franc

(EUR 2,845 million), Australian dollar (EUR 2,156 million) and Norwegian

krone (EUR 469 million). At 31 December 2024, the most significant

currencies were: Swiss franc (EUR 2,476 million), Australian dollar (EUR

1,895 million) and Norwegian krone (EUR 401 million).

#### b) Changes

The changes in ‘Other issuances ’ in the foregoing table

for the years 2025  and  2024  are as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Balance at the end of prior  year | 114,982 | 105,185 |
| Issues | 24,537 | 40,824 |
| Redemptions | (34,020) | (33,871) |
| Exchange differences | (5,211) | 2,844 |
| Balance at end of the year | 100,288 | 114,982 |

Within the sub-heading ’Other issuances’ there are

commercial paper issues as well as other issuances

made by Banco Santander.

• Commercial paper

On March 14, 2025, Banco Santander approved the

annueal renewal of the "European Comercial Paper

Issuance Program" for an overall maximum nominal

amount up to EUR 20,000 million. On November 14,

2025, the "American Commercial Paper Issuance

Program" was renewed for an aggregate nominal

amount of up to USD 25,000 million.

As at 31 December 2025, the average nominal interest

rate for European Commercial Paper stood at 2.73% per

annum, while that for American Commercial Paper was

4.26% per annum. At year-end 2024, the average

nominal interest rate was 4.47% per annum.

As regards renewals in 2024, on March 14, 2024, Banco

Santander approved the annueal renewal of the

"European Comercial Paper Issuance Program" for an

overall maximum nominal amount up to EUR 20,000

million. On November 15, 2024, the "American

Commercial Paper Issuance Program" was renewed for

an aggregate nominal amount of up to USD 25,000

million.

• Remaining emissions

During financial year 2025, Banco Santander, S.A. carried

out 48 issuances of "Other non-convertible securities"

for a nominal amount of EUR 9,569 million (no perpetual

issuances were carried out in 2025, see Note 21.c), of

which the Bank repurchased a nominal amount of EUR

34 million. The average yield on these issuances was

4.47% per annum.

During financial year 2024, Banco Santander, S.A. carried

out 76 issuances of “Other non-convertible securities”

for a nominal amount of EUR 20,253 million (no

perpetual issuances were carried out in 2024; see Note

21.c), of which the Bank repurchased a nominal amount

of EUR 370 million. The average yield on these issuances

was 4.53% per annum.

101

#### c)  Other disclosures

This caption includes contingent convertible or

redeemable preferred participations, as well as other

subordinated financial instruments issued , which do not

qualify as equity (preferred shares).

Preferred shares do not have voting rights and are non-

cumulative. They have been subscribed by third parties

outside the Group and  are redeemable by decision of the

issuer, according to the terms of each issue.

Banco Santander's contingently convertible preferred

participations are subordinated debentures and rank

after common creditors and any other subordinated

credit that by law and/or by their terms, to the extent

permitted by Spanish law, ranks higher than the

contingently convertible preferred participations. Their

remuneration is conditioned to the obtainment of

sufficient distributable profits, and to the limitations

imposed by the regulations on shareholders' equity, and

they have no voting rights. The other issues of Banco

Santander, S.A. mentioned in this caption are also

subordinated debentures and, for credit ranking

purposes, they rank behind all the common creditors of

the issuing entities and ahead of any other subordinated

credit that ranks pari passu with the Bank's contingently

convertible preferred participations.

The main issuances of subordinated debt securities,

broken down  by company, are detailed below:

Issuances by Banco Santander, S.A.

On 1 December 2025, Banco Santander, S.A. has

proceeded to redeem in advance all the issued

subordinated obligations: 'EUR 60,000,000, with original

maturity date on December 2026 and with ISIN code

XS1492669509.

On 19 November 2025, Banco Santander, S.A. carried out

an issuance for an amount of USD1,500 million with ISIN

code US05971KAA79.

On 24 September 2025, Banco Santander, S.A.

proceeded to redeem in advance all the issued

subordinated obligations: 'EUR 50,000,000 Fixed/

Floating', with original maturity date on March 2029 and

with ISIN code XS1585005314.

On 5 August 2025, Banco Santander, S.A. proceeded to

redeem in advance the subordinated debt issuances with

ISIN code XS1384064587, for a nominal amount of EUR

1,500 million, with a coupon of 3.250% and original

maturity date on April 2026 and with ISIN code

XS1548444816, for a nominal amount of EUR

1,000 million, with a coupon of 3.125% and original

maturity date on January 2027.

On 2 July 2025, Banco Santander, S.A. proceeded to

repurchase for their subsequent redeem in advance the

contingently convertible preferred shares with ISIN code

XS2102912966, for a total nominal amount of EUR

466.6 million and which are traded on the market of the

Irish Stock Exchange 'Global Exchange Market', leaving

the amount in circulation at  EUR 1,033.4 million.

On 2 July 2025, Banco Santander, S.A. carried out a

placement of preference shares contingently convertible

into newly issued ordinary shares of the Bank (PPCC), for

a nominal amount of EUR 1,500 million. The Issuance

has been made at par and the remuneration of the PPCC,

whose payment is subject to certain conditions and is

also discretionary, has been set at 6% quarterly for the

first six years, being reviewed every five years thereafter

by applying a margin of 381.9 basis points over the five-

year mid-swap rate.

On 18 March 2025, Banco Santander, S.A. carried out an

issuance for an amount of EUR 1,500 million with ISIN

code XS1201001572.

On 17 February 2025, Banco Santander, S.A. prepaid EUR

600.8 million out of a total of EUR 1,500 million of the

transaction with ISIN XS138406464587 following the

tender announcement launched on 6 February 2025.

On 17 February 2025, Banco Santander, S.A. prepaid EUR

563.6 million euros out of a total of EUR 1,000 million of

the transaction with ISIN XS1548444816 following the

tender announcement launched on 6 February 2025.

On 1 August 2024, Banco Santander, S.A. carried out a

placement of preference shares contingently convertible

into newly issued ordinary shares of the Bank (PPCC), for

a nominal amount of USD   1,500 million  (valued at EUR

1,356 million).  The issuance has been made at par and

the remuneration of the PPCC, whose payment is subject

to certain conditions and is also discretionary, has been

set at   8%   annually for the first ten years, being reviewed

every   five years    thereafter by applying a margin of

391.1   basis points over the 5-year mid-swap rate.

On 20 May 2024, Banco Santander, S.A., proceeded to

partially redeem in advance the contingently convertible

preferred shares with ISIN code XS1793250041, for a

total nominal amount of EUR   1,312 million   and which

are traded on the market of the Irish Stock Exchange

'Global Exchange Market' (the 'PPCC'), leaving the

amount in circulation at EUR   187.6 million .

On 20 May 2024, Banco Santander, S.A. carried out a

placement of preference shares contingently convertible

into newly issued ordinary shares of the Bank (PPCC), for

a nominal amount of EUR  1,500 million . The Issuance

has been made at par and the remuneration of the PPCC,

whose payment is subject to certain conditions and is

also discretionary, has been set at  7%   annually for the

first  six years , being reviewed every  five years   thereafter

by applying a margin of  443.2  basis points over the  5 -

year mid-swap rate.

102

On 14 March 2024, Banco Santander, S.A. issued

subordinated obligations for an amount of USD

1,250 million   (valued at EUR   1,158 million ) for a term of

10 years. The issuance was made at par and the issue

coupon was set at  6.35%   per year, payable bi-annually.

On 8 February 2024, Banco Santander, S.A., proceeded

to prepay all of the contingently convertible Tier 1

preferred shares with ISIN code XS1951093894, for a

total nominal amount of USD 1,200 million (valued at

EUR  1,110 million )  and that were traded on the Irish

Stock Exchange 'Global Exchange Market' (the 'PPCC').

On 22 January 2024, Banco Santander, S.A. issued

subordinated bonds for an amount of EUR  1,250 million

for a term of 10 years and 3 months. The issue was

carried out at  99.74%   and the issue coupon was set at

5%  per year for the first 5 years and 3 months, with an

amortization option in April 2029, reviewing the coupon,

in case of non-amortization, at a fixed rate equivalent to

a margin of   250  points plus the 5-year Euro swap rate.

On 29 December 2023,  Banco Santander, S.A.,

proceeded to prepay all the Tier 1 Contingently

Convertible Preferred Securities with ISIN code

XS1692931121 for a total nominal amount of EUR

1,000 million and which were traded on the Irish Stock

Market 'Global Exchange Market' (the 'PPCC').

On 21 November 2023, Banco Santander, S.A., carried

out a placement of two series of contingently convertible

preferred shares into newly issued ordinary shares of the

Bank, for a total nominal amount of USD 1,150 million

(EUR 1054.000 million at the exchange rate on the day

of issue) and USD  1,350 million (EUR 1235.000 million  at

the exchange rate on the day of issue), respectively.

The issue was carried out at par and the remuneration of

the PPCC, whose payment is subject to certain conditions

and is also discretionary, was set (i) for the first Series at

9.625%  annually for the first five years and six months,

being reviewed every five years  thereafter by applying a

margin of  530.6 basis points on the five-year UST rate

( 5-year UST), and (ii) for the second Series at 9.625%

annually for the first ten years , being reviewed

thereafter every five years , applying a margin of  529.8

basis points on the five-year UST rate.

On 8 August 2023, Banco Santander, S.A. carried out an

issuance of subordinated obligations for an amount of

2,000 million dollars (1,821 million  euros at the

exchange rate on the day of issuance) . The issue was

carried out at par coupon was set at  6.921% per year,

payable semiannually during the 10-year life of the

operation.

On 23 May 2023, Banco Santander, S.A. issued

subordinated bonds for an amount of 1,500 million

euros for a term of 10 years and 3 months. The issue was

carried at 99.739% and the coupon of the issue was set

at  5.75% annually for the first 5 years and 3 months,

with the option of amortization in August 2028, revising

the coupon, in case of non-amortization, at a margin of

285 points plus the Euro Swap type 5 years .

On 25 April 2022, Banco Santander, S.A. proceeded to

prepay all the Tier 1 Contingently Convertible Preferred

Securities with ISIN code XS1602466424 and common

code 160246642 in circulation, for a total nominal

amount of EUR 750 million and which were traded on

the Irish Stock Market 'Global Exchange Market' (the

'PPCC').

On 22  November 2021, Banco Santander, S.A. issued

subordinated debentures for a term of eleven years, with

a redemption option on the tenth anniversary of the

issue date, in the amount of USD  1,000 million (EUR

1,007 million at the exchange rate on the day of issue).

The issue bears interest at an annual rate of  3.225%,

payable semi-annually, for the first  ten years. This issue

has an early redemption option in the tenth year from

the issue date and if the redemption is not executed in

the tenth year, the coupon is repriced at a margin of160

points over the one-year US government bond.

On 4 October 2021, Banco Santander, S.A. issued

subordinated debentures for a term of eleven years, with

a redemption option on the sixth anniversary of the issue

date, amounting to GBP 850 million(EUR 887 millionat

the exchange rate on the day of issue). The issue bears

interest at an annual rate of2.25% payable annually for

the first six years (then repricing at a margin of 165)

points over the 5 -year UK government bond).

At 21 September 2021, Banco Santander, S.A. carried out

a placement of preferential shares contingently

convertible into newly issued ordinary shares of the

Bank ('PPCC') for a nominal amount of EUR1,000 million

(issue placed on the market EUR 997 million). The

issuance was carried out at par and the remuneration of

the PPCC, whose payment is subject to certain conditions

and is also discretionary, was set at 3.625% per year for

the first  eight years , being reviewed every  five years

applying a margin of 376 basis points over the 5-year

Mid-Swap Rate.

103

On 12 May 2021, Banco Santander, S.A. placed the issue

of preference shares contingently convertible into newly

issued ordinary shares of the Bank, previously

announced, for a total nominal amount of

EUR1,578 million, issued in a Series in Dollars of  USD

1,000 million (EUR 828 million  at the exchange rate on

the day of issue) and a Series in Euros for an amount of

EUR  750 million. The issuance was carried out at par and

the remuneration of the PPCC, whose payment is subject

to certain conditions and is also discretionary, was set (i)

for the Series in Dollars at  4.750% per annum for the

first six years , being revised every  five years applying a

margin of  375.3 basis points over the 5 -year UST rate

and (ii) for the Series in Euros by 4.125% per annum for

the first  seven years, being revised every five years

applying a margin of 431.1 basis points over the

applicable  5-year euro mid-swap.

On 3 December 2020, Banco Santander, S.A. issued

subordinated debentures with a ten -year term of USD

1,500 million (EUR 1,222 million at the date of issue).

The issue bears interest at an annual rate of 2.749%,

payable semiannually.

On 22 October 2020, it carried out a ten -year

subordinated debenture issue for an amount of EUR

1,000 million . The issue bears interest at an annual rate

of 1.625% , payable annually.

On 14 January 2020, it carried out a placement of

contingently convertible preferred participations into

newly issued ordinary shares of the Bank (the 'PPCCs'),

excluding the pre-emptive subscription rights of its

shareholders and for a nominal amount of  EUR

1,500 million (the 'Issuance' and the 'PPCCs'). The

Issuance was made at par and the remuneration of the

PPCCs, the payment of which is subject to certain

conditions and is also discretionary, was set at 4.375%

per annum for the first six years, revised every  five years

thereafter by applying a margin of  453.4 basis points

over the 5-year mid-Swap Rate (5 -year mid-Swap Rate).

On 8 February 2018, a ten-year subordinated debenture

issuance of EUR 1,250 million was carried out. The issue

accrues annual interest of  2.125% payable annually.

22. Other financial liabilities

#### a) Breakdown

The following is a detail of ‘Other financial liabilities’ on

the accompanying balance sheets:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Trade payables | 824 | 780 |
| Payment obligations | 1,188 | 2,693 |
| Public agency revenue  collection accounts | 5,224 | 4,864 |
| Unsettled financial transactions | 878 | 3,199 |
| Other accounts | 1,941 | 1,711 |
| Total | 10,055 | 13,247 |

#### b) Average payment period to suppliers

Set forth below are the disclosures required by

Additional Provision Three of Law 15/2010, of 5 July

(amended by Final Provision Two of Law 31/2014, of 3

December), prepared in accordance with the Spanish

Accounting and Audit Institute (ICAC) Resolution of 29

January 2016 on the disclosures to be included in notes

to financial statements in relation to the average period

of payment to suppliers in commercial transactions.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 |
|  | Days | |
| Average period of payment to  suppliers | 10 | 11 |
| Ratio of transactions paid | 10 | 11 |
| Ratio of transactions pending  payments | 39 | 19 |
|  | EUR million | |
| Total payments made | 3,548 | 3,840 |
| Total payments outstanding | 1 | 10 |

Additionally, the data for Grupo Santander in Spain, in

the financial year 2025, are as follows:

|  |  |
| --- | --- |
|  |  |
|  | 2025 |
|  | Days |
| Average period of payment to  suppliers | 11 |
| Ratio of transactions paid | 11 |
| Ratio of transactions pending  payments | 65 |
|  | EUR million |
| Total payments made | 8,081 |
| Total payments outstanding | 6 |

In accordance with the ICAC Resolution, the average

period of payment to suppliers was calculated by taking

into account commercial transactions relating to the

supply of goods or services for which payment has

accrued since the date of issuance of Law 31/2014, of

December, 3.

104

Additionally, in accordance with Law 18/2022 of

September 28, listed commercial companies must report

the average payment period to suppliers, the monetary

volume and number of invoices paid in a period less than

the maximum established in the delinquency

regulations. and the percentage that it represents over

the total number of invoices and over the total monetary

payments to its suppliers.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Payments to suppliers made sooner  than maximum  period established by  the regulations | 2025 | 2024 |
| Average payment period to suppliers  (days) | 10 | 9 |
| Number of invoices paid | 459,587 | 523,490 |
| Invoices paid in a period sooner than  the maximum established over the  total number of invoices paid | 99,94% | 99,81% |
| Total payments made (EUR million) | 3,545 | 3,755 |
| Invoices paid in a period less than the  maximum on the total amount of  invoices paid | 99,92% | 97,79% |

Additionally, the data for Grupo Santander in Spain, in

the financial year  2025, are as follows:

|  |  |
| --- | --- |
|  |  |
| Payments to suppliers made sooner  than maximum  period established by  the regulations | 2025 |
| Average payment period to suppliers  (days) | 8 |
| Number of invoices paid | 630,135 |
| Invoices paid in a period sooner than  the maximum established over the  total number of invoices paid | 98,11% |
| Total payments made (EUR million) | 7,691 |
| Invoices paid in a period less than the  maximum on the total amount of  invoices paid | 95,17% |

For the sole purpose of the disclosures provided in the

Resolution, suppliers are considered to be commercial

creditors for debts with suppliers of good and services.

“Average period of payment to suppliers” is taken to be

the period that elapses from the delivery of the goods of

the provision of the services by the supplier to the

effective payment of the operation.

Note 49 contains a detail of the maturity periods of

‘Other financial liabilities’ at each year-end.

#### c) Lease liabilities

The cash outflow of leases in 2025 was EUR 142 million

(in 2024 it was EUR 293 million). The analysis of the

maturities corresponding to the lease liabilities at 31

December 2025 and 2024, is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million |  |  |
|  | 2025 | 2024 |
| Maturity Analysis – Discounted  payments |  |  |
| Within 1 year | 123 | 273 |
| Between 1 and 3 years | 185 | 472 |
| Between 3 and 5 years | 72 | 342 |
| Later than 5 years A | 78 | 1,255 |
| Total Discounted payments at  31 December 2023 | 458 | 2,342 |

A. The change is due to the merger by absorption in 2025 of URO

Property Holdings, S.A. and Blecno Investments, S.L.U. (see

Note 1.i)

During 2025 and 2024, no significant variable payments

have been made not included in the valuation of lease

liabilities.

105

23. Provisions

a) Breakdown

The detail of ‘Provisions’ in the balance sheets at 31

December  2025  and  2024  is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Provision for pensions and similar obligations | 1,322 | 1,346 |
| Of which |  |  |
| Pensions and similar defined benefit obligations post-employment | 578 | 647 |
| Other long-term remunerations to employees | 744 | 699 |
| Restructuring | 106 | 408 |
| Provisions for taxes and other legal contingencies | 815 | 762 |
| Provisions for commitments and guarantees given | 179 | 175 |
| Other provisions | 558 | 499 |
| Total | 2,980 | 3,190 |

b) Changes

The changes in ‘Provisions’ in 2025  and 2024  were as

follows:

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | | | |
|  | 2025 | | | | | 2024 | | | | |
|  | Post-  employment | Long –  Term | Contingent  liabilities and  commitments | Other  provisions | Total | Post-  employment | Long -  Term | Contingent  liabilities and  commitments | Other  provisions | Total |
| Balance at end of prior  year | 647 | 699 | 175 | 1,669 | 3,190 | 748 | 696 | 184 | 1,816 | 3,444 |
| Changes in value  recognized in equity | (30) | — | — | — | (30) | 16 | — | — | — | 16 |
| Additions charged to  income | (2) | 319 | 11 | 296 | 624 | 8 | 256 | (13) | 445 | 696 |
| (Interest income)/  Interest expense  (notes 34 and 35) | 12 | 23 | — | — | 35 | 13 | 22 | — | — | 35 |
| Staff costs (note 42) | 1 | 1 | — | — | 2 | 1 | 1 | — | — | 2 |
| Provisions or reversal  of  provision | (15) | 295 | 11 | 296 | 587 | (6) | 233 | (13) | 445 | 659 |
| Payments to pensioners  and pre-retirees | (61) | (274) | — | — | (335) | (79) | (253) | — | — | (332) |
| Employer contributions | 7 | — | — | — | 7 | (58) | — | — | — | (58) |
| Amounts used and other  changes | 17 | — | (7) | (486) | (476) | 12 | — | 4 | (592) | (576) |
| Balances at end of year | 578 | 744 | 179 | 1,479 | 2,980 | 647 | 699 | 175 | 1,669 | 3,190 |

106

c) Provision for pensions and similar obligations

The detail of ‘Provision for pensions and similar

obligations’ at 31 December  2025 and 2024  is as

follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Provisions for pensions and similar  defined benefit plan obligations | 1,322 | 1,346 |
| Of which |  |  |
| Provisions for pensions | 578 | 647 |
| Provisions for similar obligations | 744 | 699 |
| Of which, pre-retirements | 733 | 688 |
| Provisions for pensions and similar  defined contribution plan obligations | — | — |
| Total provisions for pensions and  similar obligations | 1,322 | 1,346 |

i. Defined contribution plans

At the end of 2012, Banco Santander reached an

agreement with workers' representatives to transform

the defined benefit commitments derived from the

collective agreement into defined contribution plans.

Similarly, the contracts for senior management staff

with pension commitments in the defined benefit

modality were amended to transform them into a

defined contribution provision system.

Almost all of the pension commitments with active

personnel correspond to defined contribution plans. The

total contributions made to these plans during 2025

amounted to EUR 111 million (EUR 108 million during

2024) (see note 42).

ii. Defined Benefit Plans

In addition to the previous defined contribution plans, at

31 December 2025, Banco Santander maintained

definite service commitments. Below is the present

value of the Bank`s commitments in post-employment

remuneration for defined benefit programs, as well as

the value of the reimbursement entitlements for

insurance contracts linked to those obligations at 31

December 2025 and preceding year:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Present value of the obligations |  |  |
| To current employees | 22 | 26 |
| To retired employees | 1,594 | 1,840 |
| Other | — | — |
|  | 1,616 | 1,866 |
| Fair value of plan assets | (1,052) | (1,226) |
| Assets not recognized | 3 | 3 |
| Provisioned assets on the balance  sheet | 11 | 4 |
| Provisions - Provisions for  pensions | 578 | 647 |
| Of which |  |  |
| Internal provisions for pensions | 338 | 380 |
| Insurance contracts linked to  pensions (note 14) | 240 | 267 |
| Of which |  |  |
| Group insurance entities | 173 | 186 |
| Other insurers | 67 | 81 |

The amount of the defined benefit obligations was

determined on the basis of the work performed by

independent actuaries using the following actuarial

techniques:

1. Valuation method: projected unit credit method,

which sees each period of service as giving rise to an

additional unit of benefit entitlement and measures

each unit separately.

2. Actuarial assumptions used: unbiased and mutually

compatible. Specifically, the most significant

actuarial assumptions used in the calculations were

as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Annual discount rate | 3.75% | 3.00% |
| Expected return on plan assets  rate | 3.75% | 3.00% |
| Mortality tables | PE2020 M/F  Col. Orden 1 | PER2020 M/F  Col. Orden 1 |
| Cumulative annual CPI growth | 2.00% | 2.00% |
| Annual salary increase rate | 1.25% | 1.25% |
| Annual pension increase rate | 2.00% | 2.12% |

3. The discount rate used for the flows was determined

referencing to high-quality corporate bonds.

107

4. The estimated retirement age of each employee is

the first at which the employee is entitled to retire or

the agreed-upon age, as appropriate.

5. The fair value of insurance contracts was determined

as the present value of the related payment

obligations, taking into account the following

assumptions:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Expected rate of return on  plan assets | 3.75% | 3.00% |
| Expected rate of return on  reimbursement rights | 3.75% | 3.00% |

The amounts recognized in the accompanying income

statements in relation to the aforementioned defined

benefit obligations are as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Service cost: |  |  |
| Current service cost (note 42) | 1 | 1 |
| Past service cost (including  reductions) | — | 3 |
| Pre-retirement cost | — | — |
| Reductions/liquidations | (15) | (9) |
| Net interest (note 35) | 25 | 27 |
| Expected return on insurance  contracts linked to pensions  (note 34) | (13) | (14) |
| Total | (2) | 8 |

In addition, in 2025 'Other comprehensive income –

items not reclassified to profit or loss - Actuarial gains or

(-) losses on defined benefit pension plans', resulted in

an actuarial gain of EUR 30 million in relation to defined

benefit obligations (an actuarial loss of EUR 15 million in

2024).

The changes in  2025 and 2024 of the present value of

the accrued defined benefit obligations were as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Present value of the obligations  at beginning of the year | 1,866 | 1,955 |
| Current service cost (note 42) | 1 | 1 |
| Interest cost | 65 | 69 |
| Pre-retirement cost | — | — |
| Reductions/liquidations | (7) | (9) |
| Benefits paid for settlements | (29) | — |
| Other benefits paid | (174) | (200) |
| Past service cost | — | 3 |
| Actuarial (gains)/lossesA | (104) | 42 |
| Exchanges rate differences and  others | (2) | 5 |
| Present value of the  obligations at end of the year | 1,616 | 1,866 |

A. In 2025, actuarial losses due to demographic assumptions and

experience totalled EUR 18 million, while actuarial gains due to

financial assumptions amounted to EUR 86 million (2024: actuarial

losses due to demographic assumptions of EUR 1 million and

actuarial losses due to financial assumptions of EUR 41 million).

The changes in 2025 and 2024 in the fair value of the

plan assets are as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Fair value of plan assets at  beginning of year | 1,226 | 1,224 |
| Expected return on plan assets | 40 | 42 |
| Benefits paid | (141) | (121) |
| Contributions payable by the  employer | (7) | 58 |
| Settlements gains/(losses) | 8 | — |
| Exchange rate differences and  others | (9) | (5) |
| Actuarial gains/(losses) | (65) | 28 |
| Fair value of plan assets at end  of year | 1,052 | 1,226 |

The changes in 2025 and 2024 in the fair value of the

insurance contracts linked to pensions are as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Fair value of insurance contracts  linked to pensions at beginning  of the year | 267 | 288 |
| Expected return on insurance  contracts (note 34) | 13 | 14 |
| Actuarial gains/(losses) | (9) | (1) |
| Premiums paid/(surrenders) | — | — |
| Benefits paid | (31) | (34) |
| Exchange rate differences and  others | — | — |
| Fair value of insurance  contracts linked to pensions at  end of the year (note 14) | 240 | 267 |

108

Plan assets and pension insurance contracts linked to

pensions are mainly based in insurance policies.

iii. Other long-term employee benefits

In various years, Banco Santander offered to some

certain of its employees, the possibility of leaving its

employ prior to their retirement. Therefore, provisions

are recognized to cover the obligations to pre-retirees -in

terms of salaries and other employee benefit costs- from

the date of their pre-retirement to the date of their

effective retirement.

The present value of the aforementioned obligations and

the fair value of the assets arising from insurance

contracts linked to these obligations at 31 December

2025 and for the previous  exercises are as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Present value of the obligations: |  |  |
| Early retirement | 736 | 693 |
| Long-service bonuses and other  benefits | 11 | 11 |
|  | 747 | 704 |
| Fair value of plan assets | (3) | (5) |
| Provisions - Provisions for pensions | 744 | 699 |
| Insurance plans linked to pensions | — | — |
| Group insurers | — | — |
| Other insurance entities | — | — |

In 2024, the provisions made to cover commitments to

603 employees under early retirements and voluntary

redundancy plans amounted to EUR 237 million.

In 2025, the provisions made to cover commitments to

962 employees under early retirements and voluntary

redundancy plans amounted to EUR 315 million.

The amount of the other long-term remuneration

commitments defined benefit has been determined on

the basis of work performed by independent actuaries,

applying the following criteria to quantify them:

1. Valuation method: projected unit credit method.

2. Actuarial assumptions used: unbiased and mutually

compatible. Specifically, the most significant

actuarial assumptions used in the calculations were

as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Annual discount rate | 3.75% | 3.00% |
| Expected return on plan  assets rate | 3.75% | 3.00% |
| Mortality tables | PE2020 M/F  Col. Orden 1 | PE2020 M/F  Col. Orden 1 |
| Cumulative annual CPI  growth | 2.00% | 2.00% |
| Annual benefit increase rate | Between 0%  and 1.5% | Between 0%  and 1.5% |

3. The discount rate used for the flows was determined

by reference to high-quality corporate bonds.

4. The estimated retirement age of each employee is

the first at which the employee is entitled to retire or

the agreed-upon age, as appropriate.

5. The amounts recognised in the income statement in

relation to the aforementioned defined benefit

obligations are as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Service cost: |  |  |
| Current service cost (note 42) | 1 | 1 |
| Interest cost (note 35) | 23 | 22 |
| Extraordinary charges | — | — |
| Past service cost |  |  |
| Actuarial (gains)/losses  recognized in the year | (19) | 1 |
| Pre-retirement cost | 315 | 237 |
| Other | (1) | (5) |
| Total | 319 | 256 |

The changes in 2025 and 2024 in the present value of

the accrued obligations for other long-term benefits

were as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Present value of the  obligations at beginning of the  year | 704 | 703 |
| Current service cost | 1 | 1 |
| Cost per interest (note 35) | 23 | 22 |
| Past service cost | — | — |
| Pre-retirement cost | 315 | 237 |
| Effect of curtailment/settlement | — | (4) |
| Benefits paid | (276) | (255) |
| Actuarial (gains)/losses | (19) | 1 |
| Other | (1) | (1) |
| Present value of the  obligations at end of the year | 747 | 704 |

109

The movement that has occurred, during the years 2025

and 2024, in the fair value of the assets of the plan, has

been as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Fair value of plan assets at the  beginning of the year | 5 | 7 |
| Expected return on plan assets | — | — |
| Benefits paid | (2) | (2) |
| Contributions by the employer | — | — |
| Contributions by the employee  and others | — | — |
| Actuarial gains / (losses) | — | — |
| Present value of the  obligations at end of the year | 3 | 5 |

iv. Sensitivity analysis

Variations in the main assumptions may affect the

calculation of commitments. At 31 December 2025, in

the event that the discount interest rate had decreased

or increased by 50 basis points, there would have been

an increase or decrease in the current value of post-

employment obligations of 4.02% and -3.75%

respectively, and an increase or decrease in the current

value of long-term obligations of 1.15% and -1.15%.

These variations would be partially offset by increases or

decreases in the fair value of assets and insurance

contracts linked to pensions.

The following table shows the estimate of benefits to be

paid as of December 31, 2025 for the next ten years:

|  |  |
| --- | --- |
|  |  |
| EUR Million | |
| 2026 | 405 |
| 2027 | 349 |
| 2028 | 297 |
| 2029 | 248 |
| 2030 | 205 |
| 2031 to 2035 | 646 |

#### d) Provisions for taxes and other legal contingencies

#### and Other provisions

'Provisions - Provisions for taxes and other legal

contingencies' and 'Provisions - Other provisions', which

include, inter alia, provisions for restructuring costs and

tax-related and non-tax-related proceedings, were

estimated using prudent calculation procedures in

keeping with the uncertainty inherent to the obligations

covered. The definitive date of the outflow of resources

embodying economic benefits for the Bank  depends on

each obligation. In certain cases, these obligations have

no fixed settlement period and, in other cases, depend

on the legal proceedings in progress.

‘Provisions for taxes and other legal contingencies’

include proceedings and other legal proceedings such as

judicial, arbitral or administrative proceedings initiated

against Banco Santander. Qualitative information on the

main disputes is provided in note 23.e. For their part, the

provisions for restructuring include only costs arising

from restructuring processes incurred at Banco

Santander.

The Bank general policy is to record provisions for tax

and legal proceedings in which the Group assesses the

chances of loss to be probable and the Group does not

record provisions when the chances of loss are possible

or remote. Banco Santander determines  the amounts to

be provided for as its best estimate of the expenditure

required to settle the corresponding claim based, among

other factors, on a case-by-case analysis of the facts and

the legal opinion of internal and external counsel or by

considering the historical average amount of the loss

incurred in claims of the same nature. The definitive date

of the outflow of resources embodying economic

benefits for the Bank depends on each obligation. In

certain cases, the obligations do not have a fixed

settlement term and, in others, they depend on legal

proceedings in progress.

As for the 'Other provisions' contains very atomized and

individually insignificant provisions, such as the

provisions corresponding to cover other operational risks

of the Bank.

110

#### e) Litigation and other matters

i. Tax-related litigation

At 31 December  2025   the main tax-related proceedings

concerning  the Bank  were as follows:

• Legal actions filed by Banco Santander (Brasil) S.A.

and other Group entities to avoid the application of

Law 9.718/98, which modifies the basis to calculate

Programa de Integraçao Social (PIS) and Contribuição

para Financiamento da Seguridade Social (COFINS),

extending it to all the entities income, and not only to

the income from the provision of services. In relation

of Banco Santander (Brasil) S.A. process, in 2015 the

Federal Supreme Court (FSC) admitted the

extraordinary appeal filed by the Federal Union

regarding PIS, and dismissed the extraordinary

appeal lodged by the Brazilian Public Prosecutor's

Office regarding COFINS contribution, confirming the

decision of Federal Regional Court favourable to

Banco Santander (Brasil) S.A. of August 2007. The

Federal Supreme Court also admitted the appeals

related to the other Group entities both for PIS and

COFINS. On June 13, 2023, the Federal Supreme

Court ruled unfavorably 2 cases through General

Repercussion (Theme 372), including Banco

Santander (Brasil) S.A. case. The Bank has filed a new

appeal, considering the possible loss as a contingent

liability. The cases of the other Group entities are no

longer susceptible of appeal and a provision has

been recognized for the amount of the estimated

loss.

• Banco Santander (Brasil) S.A. and other Group

companies in Brazil have appealed against the

assessments issued by the Brazilian tax authorities

questioning the deduction of loan losses in their

income tax returns (Imposto sobre a Renda das

Pessoas Jurídicas - IRPJ - and Contribuçao Social

sobre o Lucro Liquido -CSLL-) in relation to different

administrative processes of various years on the

ground that the requirements under the applicable

legislation were not met. The appeals, which

involves several cases, are pending decision in

different administrative and judicial instances. No

provision was recognised in connection with the

amount considered to be a contingent liability.

• Banco Santander (Brasil) S.A. and other Group

companies in Brazil are involved in administrative

and legal proceedings against several municipalities

that demand payment of the Service Tax on certain

items of income from transactions not classified as

provisions of services. There are several cases in

different judicial instances. A provision was

recognised in connection with the amount of the

estimated loss.

• Banco Santander (Brasil) S.A. and other Group

companies in Brazil are involved in administrative

and legal proceedings against the tax authorities in

connection with the taxation for social security

purposes of certain items which are not considered

to be employee remuneration. There are several

cases in different judicial instances. A provision was

recognised in connection with the amount of the

estimated loss.

• In May 2003 the Brazilian tax authorities issued

separate infringement notices against Santander

Distribuidora de Títulos e Valores Mobiliarios, Ltda.

(DTVM, actually Santander Brasil Tecnología S.A.)

and Banco Santander (Brasil) S.A. in relation to the

Provisional Tax on Financial Movements

(Contribuição Provisória sobre Movimentação

Financeira) of the years 2000 to 2002. The

administrative discussion ended unfavourably for

both companies, and on July 3, 2015, filed a lawsuit

requesting the cancellation of both tax assessments.

The lawsuit was judged unfavourably in first

instance. Therefore, both plaintiffs appealed to the

court of second instance. In December 2020, the

appeal was decided unfavourably and the judgement

was appealed before the higher courts. This case fell

within the scope of the Comprehensive Transaction

Programme (Programa de Transaçao Integral)

established by the Ministry of Finance, and in 2025 a

final settlement was reached. The amounts paid

under the terms of the Transaction were fully

provisioned.

• In December 2010 the Brazilian tax authorities

issued an infringement notice against Santander

Seguros S.A. (Brasil), (currently Zurich Santander

Brasil Seguros e Previdência S.A.), as the successor

by merger to ABN AMRO Brasil dois Participações

S.A., in relation to income tax (IRPJ and CSLL) for

2005, questioning the tax treatment applied to a sale

of shares of Real Seguros, S.A. The administrative

discussion ended unfavourably, and the CARF

decision has been appealed at the Federal Justice. As

the former parent of Santander Seguros S.A. (Brasil)

(currently Zurich Santander Brasil Seguros e

Previdência S.A.), Banco Santander (Brasil) S.A. is

liable in the event of any adverse outcome of this

proceeding. No provision was recognised in

connection with this proceeding as it is considered to

be a contingent liability.

111

• In November 2014 the Brazilian tax authorities

issued an infringement notice against Banco

Santander (Brasil) S.A. in relation to corporate

income tax (IRPJ and CSLL) for 2009 questioning the

tax-deductibility of the amortisation of the goodwill

of Banco ABN AMRO Real S.A. performed prior to the

absorption of this bank by Banco Santander (Brasil)

S.A., but accepting the amortisation performed after

the merger. The Bank appealed before the Higher

Chamber of CARF, and a final favourable decision

was obtained in April 2024. No provision was

recognised in connection with this proceeding as it

was considered to be a contingent liability.

• Banco Santander (Brasil) S.A. has also appealed

against infringement notices issued by the tax

authorities questioning the tax deductibility of the

amortisation of the goodwill arising on the

acquisition of Banco Comercial e de Investimento

Sudameris S.A from years 2007 to 2012. In May and

October 2024, the appeal related to period 2009 to

2012 was finally rejected by the CARF and the

resolution was appealed at the Federal Justice. No

provision was recognised in connection with this

matter as it was considered to be a contingent

liability.

• Banco Santander (Brasil) S.A. and other companies of

the Group in Brazil are undergoing administrative

and judicial procedures against Brazilian tax

authorities for not admitting tax compensation with

credits derived from other tax concepts, not having

registered a provision for the amount considered to

be a contingent liability.

• Banco Santander (Brasil) S.A. is involved in appeals in

relation to infringement notices initiated by tax

authorities regarding the offsetting of tax losses in

the CSLL of year 2009 and 2019. The appeals are

pending decision at the administrative level. No

provision was recognised in connection with this

matter as it is considered to be a contingent liability.

• Banco Santander (Brasil) S.A. filed a suspensive

judicial measure aiming to avoid the withholding

income tax (Imposto sobre a Renda Retido na Fonte -

IRRF), on payments derived from technology services

provided by Group foreign entities. A favorable

decision was handed down and an appeal was filed

by the tax authority at the Federal Regional Court,

where it awaits judgment. No provision was

recognized as it is considered to be a contingent

liability.

• Brazilian tax authorities have issued infringement

notices against Getnet Adquirência e Serviços para

Meios de Pagamento S.A and Banco Santander

(Brasil) S.A. as jointly liable in relation to corporate

income tax (IRPJ and CSLL) for 2014 to 2018

questioning the tax-deductibility of the amortization

of the goodwill from the acquisition of Getnet

Tecnologia  Proces S.A., considering that  the

company would not have complied with the legal

requirements for such amortization. The tax

assessment notices were appealed to the CARF. In

2024, the CARF issued a favourable partial decision

on both infraction notices. In December 2024, the tax

authorities issued a new infringement notice for

2019 and 2020. No provision was recognized as it is

considered to be a contingent liability.

The total amount for the aforementioned Brazil lawsuits

that are fully provisioned is EUR   553  million, and for

lawsuits that qualify as contingent liabilities is EUR

5,040 million .

At the date of approval of these  annual accounts, there

are other less significant tax disputes.

ii. Non-tax-related proceedings

At 31 December 2025 the main non-tax-related

proceedings concerning the Group and the Bank  were as

follows:

• Payment Protection Insurance (PPI): AXA France IARD

and AXA France Vie (former GE Capital Corporation

Group entities, known as Financial Insurance Company

Ltd (FICL) and Financial Assurance Company Ltd (FACL),

acquired by AXA SA in 2015) (together, AXA France)

brought a claim against (i) Santander Cards UK Limited

(formerly known as GE Capital Bank Limited (GECB),

which was acquired by Banco Santander, S.A. in 2008

and subsequently transferred to Santander UK plc);

and (ii) Santander Insurance Services UK Limited (a

Banco Santander, S.A. subsidiary) (SISUK and together

with GECB the Santander Entities). The claim relates to

the allocation of liability for compensation and

associated costs in respect of a large number of PPI

policies distributed by GECB pre-2005, which were

underwritten by FICL and FACL.

On 25 July 2025, the Commercial Court of England and

Wales handed down its judgment in relation to the

claim brought by AXA France (the Judgment). It found

against SISUK in relation to AXA France’s claim

pursuant to an indemnity in an agency agreement

entered into between GECB, FICL and FACL in 2000 and

novated by GECB to SISUK in 2010.  It also found GECB

negligent in the sale of PPI policies, but this element of

the claim was time barred to PPI policies sold in the

period between 2002 and 2005 and overlaps with the

indemnity claim. The Judgment required the Santander

Entities to pay GBP 515 millionplus interest of

GBP162 million.

112

In October 2025 the Santander Entities obtained

permission to appeal the findings in the Judgment

relating to the application of the indemnity arising

from PPI sales occurring before the indemnity had

been agreed in December 2000 (Santander Appeal).  In

January 2026, AXA France obtained permission to

cross-appeal the Commercial Court’s rejection of AXA

France’s contribution claim made under the Civil

Liability (Contribution) Act 1978 (the AXA France’s

cross appeal). A decision on the Santander Appeal and

AXA France’s cross appeal is expected in the second

half of 2026.

With respect to the Santander Appeal and AXA France’s

cross-appeal, there are points of legal interpretation to

be resolved and, in the case of the cross-appeal,

factual points to be determined. The significant

uncertainties make it difficult to predict the timing or

the final impact of the resolution of the appeals for the

Group.

No customers have suffered loss as a consequence of

the claim brought by AXA France or the Judgment, nor

does it impact upon past redress paid to customers for

PPI complaints.

• Motor Finance Broker Commissions: following the

Financial Conduct Authority’s (FCA) Motor Market

review in 2019 which resulted in a change in rules in

January 2021, Santander Consumer (UK) plc (SCUK)

has received several of county court claims and

complaints in respect of its historical use of

discretionary commission arrangements (DCAs) prior

to the 2021 rule changes. In January 2024, the FCA

commenced a review of the use of DCAs between

lenders and credit brokers (the FCA Review). Pending

the conclusion of its review, the FCA paused the

handling of motor finance commission related

complaints. The pause is currently in place until 31

May 2026, reflecting the extended timeline of the

FCA's Review and subsequent Consultation (see

below).

After the Court of Appeal's decision rendered on 25

October 2024 within the judicial proceedings followed

against DCAs of other financial entities, as of 31

December 2024, the Santander UK group Holdings

recognised a provision of GBP  293.0 million (EUR

353.3 million) This provision was determined based

upon the information then available. It included

estimates for operational and legal costs and potential

awards based on various scenarios and used a range of

assumptions, including the possible outcome of the

appeal to the Supreme Court in 2025 of the Court of

Appeal's decision. On 1 August 2025, the Supreme

Court handed down its judgment stating that motor

dealers acting as credit brokers do not owe fiduciary or

disinterested duties to their customers and, as a

consequence, commission payments by lenders to

motor dealers would not be unlawful on that basis. In

addition, the Supreme Court held that an unfair

relationship under s.140A of the Consumer Credit Act

1974 had arisen in one of the cases on its facts and

awarded the amount of the commission paid by the

lender plus interest at a commercial rate as the

remedy. It also confirmed that the test for unfairness

of the relationship with borrower was highly fact

sensitive and it outlined a series of non-exhaustive

factors to consider in assessing unfair relationships in

this context (indicating that no or partial disclosure

was not necessarily enough on its own to constitute an

unfair relationship).

Following the Supreme Court’s judgment, on 3 August

2025, the FCA announced that it aimed to publish a

consultation on an industry wide redress scheme in

early October (the Consultation). Further to the

publication of the FCA’s Consultation on 7 October

2025, the Santander UK group submitted its comments

on 12 December 2025 and continues to engage

constructively with the FCA. The FCA has stated that its

intention is to publish the industry wide redress

scheme no later than in March 2026.

113

In light of the proposed sectoral scheme and taking

into account the objections raised and the uncertainty

surrounding both the final decision to be adopted by

the FCA and the outcome of any potential legal

challenges, the Santander UK group has reviewed the

potential impact on SCUK in relation to the vehicle

finance market. The range of scenarios has been

updated, which has resulted in an additional estimated

charge of GBP 183 million (EUR 213.6 million). As of

31 December 2025, the total provision amounts to

GBP 461 million (EUR 528.1 million). This continues to

include estimates for operational and legal costs and

potential awards reflecting an increased likelihood of a

higher number of cases than had previously been

predicted as eligible for redress as well as an increased

possibility that a remedy is sought to be imposed

which extends beyond reversing any damaging

financial consequences caused by any unfair

relationships. The provision is based on various

scenarios using a range of assumptions, including

potential changes to the proposed scheme following

responses to the Consultation or publication of the

FCA’s final scheme rules.

There continue to be significant uncertainties as to the

nature, extent and timing of redress payments.

Therefore, while the ultimate financial impact of this

matter could materially differ from the amount of the

provision as of this date, such impact is not expected to

be material for the Group as of the date of these

financial statements.

• Delforca: dispute arising from equity swaps entered

into by Gaesco (now Delforca 2008, S.A. (Delforca)) on

shares of Inmobiliaria Colonial, S.A. Banco Santander,

S.A. is claiming to Delforca before the Court of

Barcelona in charge of the bankruptcy proceedings, a

total of EUR 66 million from the liquidation resulting

from the early termination of financial transactions

due to Delforca's non-payment of the equity swaps. In

the same bankruptcy proceedings, Delforca and

Mobiliaria Monesa, S.A., parent of Delforca (Monesa)

have in turn claimed the Bank to repay EUR 57 million,

which the Bank received for the enforcement of the

agreed guarantee, as a result of the aforementioned

liquidation. On 16 September 2021 the Commercial

Court Number 10 of Barcelona has ordered Delforca to

pay the Bank EUR 66 million plus EUR 11 million in

interest and has dismissed the claims filed by Delforca.

This decision was appealed by Delforca, Monesa and

the bankruptcy administrator. On 15 November 2023

the Provincial Court of Barcelona rendered a judgment

dismissing the appeals filed by Delforca, Monesa and

the bankruptcy administrator. Delforca and Monesa

(not the bankruptcy administrator) filed an appeal in

cassation, that was rejected in November 2025 by the

First Chamber of Supreme Court and, as a result, the

appeal and first instance judgments in favor of the

Bank have been confirmed.

Separately, Monesa, filed in 2009 a civil procedure

with the Courts of Santander against the Bank claiming

damages that have not been specified to date. The

procedure is suspended.

• Planos Económicos': like the rest of the banking

system in Brazil, Santander Brazil has been the target

of customer complaints and collective civil suits

stemming mainly from legislative changes and its

application to the retribution of bank deposits

(economic plans). At the end of 2017, an agreement

was reached between regulatory entities and the

Brazilian Federation of Banks (Febraban) with the

purpose of closing the lawsuits and was approved by

the Supremo Tribunal Federal (the STF and the

Collective Agreement). Discussions focused on

specifying the amount to be paid to each affected

client according to the balance in their notebook at the

time of the application of the plan. Finally, the total

value of the payments will depend on the number of

adhesions there may be and the number of savers who

have proved the existence of the account and its

balance on the date the indexes were changed. In

November 2018, the STF ordered the suspension of all

economic plan proceedings for two years from May

2018. On 29 May 2020,  STF approved the extension of

the Collective Agreement for 5 additional years

starting from 3 June 2020. Condition for this extension

was to include in the Collective Agreement actions

related to the 'Collor I Plan'. On May 2025, the STF

issued the judgment recognizing the constitutionality

of the Bresser, Verão, Collor I and II plans,

guaranteeing savers the receipt of the amounts

established in the Collective Agreement and setting a

deadline of 24 months for new adhesions. As of 31

December 2025, the provision recorded for the

economic plan proceedings amounts to EUR

155.3 million.

• Banco Popular´s acquisition: after the declaration of

the resolution of Banco Popular, some investors filed

claims against the EU’s Single Resolution Board

decision, and the FROB's resolution executed in

accordance with the aforementioned decision.

Likewise, numerous civil lawsuits were filed against

Banco Santander, S.A. alleging that the information

provided by Banco Popular was erroneous and

requesting from Banco Santander, S.A. the restitution

of the price paid for the acquisition of the investment

instruments or, where appropriate, the corresponding

compensation.

In relation to the direct appeals filed before the

General Court of the European Union (EGC) and the

Court of Justice of the European Union (CJEU), all

appeals were either dismissed or discontinued.

Currently there are no ongoing a ppeals.  On 4 February

2026, the National Court issued its first rulings

dismissing the actions brought against the FROB’s

decision, in application of the judgments of the EGC

and the CJEU.

114

In the civil proceedings, several Spanish judges

referred to the CJEU a number of preliminary questions

that have already been resolved. In particular, in the

judgments of 5 May 2022 (C-410/20) and 5 September

2024 (C-775/22, C-779/22, C-794/22), the CJEU stated

that Directive 2014/59/EU on bank resolution prevents

shareholders, subordinated debt holders, and holders

of equity instruments converted into shares bringing

actions against a financial institution subject to a

resolution proceeding or against its successor after the

resolution, claiming liability for the information

contained in the prospectus, under Directive 2003/71/

EC, or actions seeking the nullity of the contract of

subscription of capital instruments, which, given its

retroactive effects, would result in the refund of the

value of such securities, plus the interest accrued as of

the date of execution of the contract. In its 11

September 2025 resolution (C-687/23), the CJEU

declared that the above referred TJUE resolutions do

not apply to actions pursued prior to the entity’s

resolution. There are currently no other preliminary

questions under consideration.

On 4 March 2024, in the context of preliminary

proceedings 42/2017, the Central Court of Instruction

No. 4 issued a ruling transforming the proceedings into

Summary Proceedings and terminating the

investigation phase. This ruling considers that the

circumstantial evidence resulting from the

investigation which could constitute a crime is

basically the following: (i) an alleged

misrepresentation in the prospectus of the 2016

capital increase of Banco Popular; (ii) an alleged

misrepresentation in the annual accounts of Banco

Popular for 2015, the interim financial statements for

2016 and the annual accounts for 2016; and (iii) the

offer to the market of a distorted amount of regulatory

capital, after the capital increase of 2016 (for allegedly

having been granted by Banco Popular financing to

clients for the subscription of shares in the

aforementioned capital increase, without discounting

it from the regulatory capital). According to the

aforementioned ruling, these facts could constitute the

crimes of fraud of investors (art. 282 of the Criminal

Code) and accounting falsehood (art. 290 of the

Criminal Code). All appeals filed against the ruling

have been dismissed.

The accusing parties, including the Public Prosecutor's

Office, filed their indictment briefs on 28 October 2024,

which included requests for compensation for civil

liability and the request that not only the defendants but

also several entities are held liable for such

compensation, including Banco Santander, S.A., the

auditing firm and several insurance companies.

Following the filing of the indictment briefs, on 22

November 2024, the Court (Investigating Judge) issued

an order for the opening of the oral trial against the

defendants and civil liability parties, including Banco

Santander, S.A. as a possible civil liable party. However,

in line with what was determined by the Spanish

National Court and confirmed by the Supreme Court

concerning the hypothetical succession of Banco Popular

by Banco Santander, S.A., the oral trial has not been

opened against the Bank as possible direct civil liable

party.

The order to open the oral trial states that the plaintiffs

have requested compensation for civil liability for a total

amount of EUR 2,277.65. Additionally, the order rejects

the imposition of the guarantee requested by several of

the accusing parties, considering that it is unnecessary to

secure the outcome of the trial. The defendants and

potential civil liable parties submitted their defense

writs on 4 February 2025. After that, the proceedings

will be forwarded to the Criminal Chamber of the

National Court for the oral trial.

Regarding civil liability, the Bank considers that it has no

subsidiary civil liability in light of the CJEU’s judgments

of 5 May 2022 (C-410/20), 5 September 2024

(C-775/22, C-779/22, C-794/22) and 11 September

2025 (C-687/23 and C-447/23). Notwithstanding the

foregoing, the Spanish National Court has stated that

this issue shall be resolved within the ongoing

proceedings.

The estimated cost of any compensation to shareholders

and bondholders of Banco Popular recognized in the

2017 accounts amounted to EUR 680 million, of which

EUR 535 million were applied to the commercial loyalty

program. On 15 December 2024, Banco Santander, S.A.,

proceeded to redeem in advance voluntarily all bonds in

circulation regarding such commercial action. The CJEU

judgements of 5 May 2022 (C-410/20), 5 September

2024 (C-775/22, C-779/22, C-794/22) and 11

September 2025 (C-687/23 and C-447/23) referred

above, represented a very significant reduction in the risk

associated with these claims.

115

• German shares investigation: the Cologne Public

Prosecution Office is conducting an investigation

against the Bank and other group entities based in the

UK - Santander UK plc, Santander Financial Services Plc

and Cater Allen International Limited -, in relation to a

particular type of tax dividend linked transactions

known as cum-ex transactions.

The Group is cooperating with the German authorities.

According to the state of the investigations, the result,

and the effects for the Group, which may potentially

include the imposition of material financial

consequences (penalties, and/or disgorgement of

proceeds) cannot be anticipated. For this reason, the

Bank has not recognized any provisions in relation to

the potential imposition of financial liabilities.

• Banco Santander, S.A. was sued in a legal proceeding

in which the plaintiff alleges that the Bank breached

his contract as CEO of the institution: in the lawsuit,

the claimant mainly requested a declaratory ruling

upholding the existence, validity and effectiveness of

such contract and its enforcement together with the

payment of certain amounts. For the case that the

main request is not granted, the claimant sought a

compensation for a total amount of approximately EUR

112 million or, an alternative relief for other minor

amounts. Banco Santander, S.A. answered to the legal

action stating that the conditions to which the

appointment of that position was subject to were not

met; that the executive services contract required by

law was not concluded; and that in any case, the

parties could terminate the contract without any

justified cause. On 17 May 2021, the plaintiff reduced

his claims for compensation to EUR 61.9 million.

On 9 December 2021, the Court upheld the claim and

ordered the Bank to compensate the claimant in the

amount of EUR  67.8 million. By court order of 13

January 2022, the Court corrected and supplemented

its judgment, reducing the total amount to be paid by

the Bank to EUR 51.4 million and clarifying that part of

this amount (buy out) was to be paid under the terms

of the offer letter, i.e., entirely in Banco Santander

shares, within the deferral period for this type of

remuneration at the plaintiff's former employer and

subject to the performance metrics or parameters of

the plan in force at the Bank, which was that of 2018.

As explained in note 5 of the report of the consolidated

annual accounts of the year 2022, the degree of

performance of these objectives was 33.3%.

The Bank filed an appeal against the judgment before

the Madrid Court of Appeal, which was opposed by the

plaintiff. At the same time, the plaintiff filed an

application for provisional enforcement of the

judgment in the First Instance Court. A court order was

issued ordering enforcement of the judgment, and the

Bank deposited in the court bank account the full

amount provisionally awarded to the claimant,

including interest, for an approximate sum of EUR

35.5 million, within the voluntary compliance period.

On 6 February 2023, Banco Santander was notified

with the judgment of 20 January 2023 by which the

Madrid Court of Appeal partially upheld the appeal

filed by the Bank. The judgment has reduced the

amount to be paid by EUR 8 million, which, to the

extent that this amount was already paid in the

provisional partial enforcement of the judgement of

First Instance Court, must be returned to the Bank

together with other amounts for interest, which the

appeal judgement also rejects. The plaintiff deposited

circa EUR 9.6 million. This amount was received by the

Bank on 11 July 2023.

On 11 April 2023, the Bank filed an extraordinary

appeal for procedural infringement and an appeal in

cassation against the Madrid Court of Appeal’s

judgment before Spanish Supreme Court. The

extraordinary and cassation appeals submitted by the

Bank were accepted on 26 March 2025 and are

pending to be resolved. Existing provisions cover the

estimated risk of loss.

• CHF Polish Mortgage Loans: In  October 2019, the CJEU

rendered its decision in relation to the effects of the

potential unfairness of certain contractual clauses in

CHF-Indexed loan agreements. The CJEU established

that it for the national courts to determine the

invalidity of a  contract where it cannot be maintained

without the clause declared unfair and where no

supplementary provisions exist that would allow the

contract to be maintained.

In April 2024, the Civil Chamber of the Polish Supreme

Court issued a judgment confirming that clauses

relating to the mechanism for determining the

exchange rate declared abusive cannot be replaced by

alternative provisions and that, in the absence of a

binding exchange rate, the contract is not enforceable

for the parties. With regard to the effects of invalidity,

the Supreme Court confirmed the existence of

independent restitution claims for each party and ruled

out the possibility of claiming interest or other

amounts for the use of the funds. Nevertheless, certain

aspects of this judgment have been subject to internal

debate within the Supreme Court itself, reflecting the

complexity and evolving nature of the jurisprudential

framework

116

In this context, Santander Bank Polska S.A. and

Santander Consumer Bank S.A. estimate legal risk

using a model that considers different possible

outcomes and regularly review court rulings on this

matter in order to assess changes in case law,

including the impact of the aforementioned Supreme

Court judgment. Settlements are being reached both

with customers who have already initiated legal

proceedings and with customers who have not yet

filed a claim. The model used to calculate provisions

for legal risks considers the evolution and expected

development of such settlements.

As of 31 December 2025, the total amount adjusted

against the gross carrying amount of loans in

accordance with IFRS 9, together with the provisions

recognised under IAS 37, amounts to PLN

5,874.3 million (EUR 1,391.9 million)of which

PLN3,191.7 million (EUR 756.3 million) corresponds to

adjustments to the gross carrying amount under IFRS 9

and PLN 2,682.6 million (EUR 635.6 million) to

provisions recognised under IAS 37. The adjustment to

gross carrying amount in accordance with IFRS9 during

2025 amounted to PLN 99.7 million (EUR 23.6 million),

and the additional provisions recognised under IAS 37

amounted to PLN 1245.3 million (EUR 293.8 million).

Other costs related to the dispute amounted to PLN

730.5 million (EUR 172.4 million). IAS 37.

As of the same date, Santander Bank Polska S.A. held a

portfolio of mortgages denominated in or indexed to

CHF amounting to approximately PLN 2,642.0 million

(EUR 626.0 million) and recognised provisions of PLN

4,766.4 million (EUR 1,129.4 million) to cover the CHF

mortgage portfolio. Santander Consumer Bank S.A.

(Poland), in turn, held a portfolio of mortgages

denominated in or indexed to CHF amounting to

approximately PLN 735.9 million (EUR 174.4 million)

and recognised provisions of PLN 1,107.9 million (EUR

262.5 million) to cover this portfolio.

Notwithstanding the above, as detailed in Note 3 b), in

January 2026 the Group sold a 49% stake in Santander

Bank Polska S.A., which ceased to be consolidated

within the Group’s perimeter as of that date.

The Group continues to monitor the evolution of legal

proceedings and to periodically review the adequacy of

the provisions recognised, which represent the best

estimate of the risk existing as of the reporting date.

• Banco Santander Mexico: dispute regarding a

testamentary trust constituted in 1994 by Mr. Roberto

Garza Sada in Banca Serfin (currently Santander

Mexico) in favor of his four sons in which he affected

shares of Alfa, S.A.B. de C.V. (respectively, Alfa and the

Trust). During 1999, Mr. Roberto Garza Sada instructed

Santander México in its capacity as trustee to transfer

36,700,000 shares from the Trust's assets to his sons

and daughters and himself. These instructions were

ratified in 2004 by Mr. Roberto Garza Sada before a

Notary Public.

Mr. Roberto Garza Sada passed away on 14 August

2010 and subsequently, in 2012, his daughters filed a

complaint against Santander Mexico alleging it had

been negligent in its trustee role. The lawsuit was

dismissed at first instance in April 2017 and on appeal

in 2018. In May 2018, the plaintiffs filed an appeal

(recurso de amparo) before the First Collegiate Court

of the Fourth Circuit based in Nuevo León, which ruled

in favor of the plaintiffs on 7 May 2021, annulling the

2018 appeal judgment and condemning Santander

Mexico to the petitions claimed, consisting of the

recovery of the amount of 36,700,000 Alfa shares,

together with dividends, interest and damages.

Since 2021, Santander Mexico has filed before the

Supreme Court of Justice of the Nation a constitutional

review challenge (recurso de revisión constitucional)

against the referred decision which was initially

rejected by the Supreme Court; and several appeals

(recursos de reclamación) against such rejection. On 25

June 2025, one of the appeals filed by the Bank was

accepted, and this decision was extended to a

remaining one, which will now be resolved. In case

that these appeals are resolved favorably to the Bank,

the Supreme Court will decide on the merits of the

constitutional review against the judgment which

condemned the Bank.

In parallel to the foregoing, the Bank also filed an

amparo against the judgment favorable to the

plaintiffs rendered by the First District Court in the

State of Nuevo León before the Collegiate Courts if

such State, and in 2024, the Bank requested the

Supreme Court of Justice of the Nation to take up and

resolve the matter through the faculty of attraction,

what is pending.

The challenges and appeals filed by the Bank imply

that the judgment rendered in favour of the plaintiffs is

not final, and Santander México believes that the

actions taken should prevail and reverse the decision

against it. The impact of a potential unfavorable

resolution for Santander México will be determined in

a subsequent proceeding and will also depend on the

additional actions that Santander México may take in

its defense, so it is not possible to determine it at this

time. At the current stage of the proceedings, the

provisions recorded are considered sufficient to cover

the risks deriving from this claim.

117

• Mortgage Expenses: in December 2015 the Spanish

Supreme Court ruled that mortgage clauses relating to

the payment of fees associated to formalizing the

mortgage were abusive. On 27 November 2018, the

Supreme Court agreed that the taxpayer of the

documented legal acts stamp duty tax (IAJD) on the

mortgage loans should be the borrower. On 9

November 2018, RDL 17/2018 came into force and

modified the Law of the IAJD, establishing that the

taxpayer is the Bank. On 23 January 2019, the

Supreme Court ruled the distribution of the same must

be 50% between the Bank and the borrower in public

notary expenses and agency expenses.  The Supreme

Court also ruled that the Bank must pay 100% of the

Registry. On 26 October 2020, the Supreme Court

ruled that the Bank is fully responsible for the

management expenses; and on 27 January 2021, the

Supreme Court ruled that the Bank is also responsible

for the valuation expenses.

In relation to the statute of limitations, on 25 April

2024, two  judgments were rendered (cases C-561/21

and C-484/21) in which the Court of Justice of the

European Union (CJEU) stated that the commencement

of the statute of limitations for the reimbursement

action of the mortgage expenses derived from the

annulment of the clause, shall be fixed on the moment

when the consumer has an effective knowledge of the

abusive nature of the clause and its effects and that

this date must not be fixed (a) on the date of payment

of such expense nor of the execution of the agreement;

(b) when the Supreme Court has handed down

judgments stating the abusive nature of a clause

similar to the one included in the consumer contract;

nor (c) when the CJEU has handed down judgments

confirming that the statute of limitations for the

reimbursement action of the amounts derived from the

annulment of contractual provisions is valid subject to

its compliance with the principles of equivalence and

effectiveness.

The Supreme Court has confirmed this criterion in its

14 June 2024 judgment, establishing that the public

dissemination of case-law declaring the abusive nature

of a clause does not necessarily give rise to the

limitation period of the reimbursement action derived

from similar clauses. However, the 4 July 2024

judgment, rendered in the case C-450/22, the CJEU has

established that it cannot be excluded a priori that, as a

consequence of the occurrence of an objective event or

of a notorious event, such as the amendment of the

applicable legislation or a widely disseminated and

debated development of jurisprudence, the court

considers that the average consumer's overall

perception of the floor clause has changed during the

reference period and has enabled him to become

aware of the potentially significant economic

consequences arising from such clause. A further

preliminary question concerning the statute of

limitations of the reimbursement action derived from

the annulment of mortgage expenses has been raised

before the CJEU by the First Instance Court No 8 of La

Coruña.

In December in 2024, the Supreme Court handed down

two additional judgments regarding statute of

limitations, in which it determines that the date to be

considered for the purposes of the application of

Directive 93/1994 and, consequently, the statute of

limitations detailed in its previous judgments, is 31

December 1994 (i.e. the date when the deadline for its

transposition ended). This is based on the principle of

interpretation in accordance with directives not

transposed (applicable once their transposition period

has expired). The recorded provision includes the best

estimate of Group’s liability for this matter.

Banco Santander and the other Group companies are

subject to claims and, therefore, are party to certain

judicial and administrative proceedings incidental to

the normal course of their business including those in

connection with lending activities, relationships with

employees and other commercial or tax matters

additional to those referred to here.

With the information available to it, the Bank considers

that, at 31 December 2025, it had reliably estimated

the obligations associated with each proceeding and

had recognized, where necessary, sufficient provisions

to cover reasonably any liabilities that may arise as a

result of these tax and legal risks. Disputes in which

risk and/or provisions have been registered but are not

disclosed is justified on the basis that it would be

prejudicial to the proper defense of the Bank. Subject

to the qualifications made, it also believes that any

liability arising from such claims and proceedings will

not have, overall, a material adverse effect on the

Bank’s  business, financial position, or results of

operations.

118

24. Tax matters

a

#### ) Consolidated Tax Group

According to current Spanish regulation, the Tax

Consolidated Group includes Banco Santander, S.A. as

the parent company and, as subsidiaries, those Spanish

subsidiaries that meet the requirements established by

the regulations on the taxation of consolidated groups.

#### b) Years open for review by the tax authorities

In connection with the partial review of Corporate

Income Tax for the 2020 financial year and Value Added

Tax for the 2020 to 2022 financial years, initiated in April

2024, in December 2025 the Spanish tax authorities

issued an assessment for Corporate Income Tax, which

has been appealed before the Central

Economic‑Administrative Court, while at the year‑end

the statements relating to Value Added Tax remained

pending.

The main appeals filed against the assessments issued in

previous reviews remain pending before the Central

Economic‑Administrative Court (Corporate Income Tax

and Value Added Tax for the 2017 to 2019 financial

years) and before the National High Court (Corporate

Income Tax for the 2003 to 2015 financial years). Banco

Santander, S.A., as the parent company of the

Consolidated Tax Group, considers, based on the advice

of its external legal advisers, that the adjustments made

should not have a significant impact on these annual

accounts, and there are solid grounds for defence in the

appeals filed against these assessments. Consequently,

no provision has been recognised for these matters. In

addition, where considered appropriate, the mechanisms

provided for the avoidance of international double

taxation have been applied.

As at the date of authorisation of these annual accounts,

subsequent financial years up to and including 2025

remain subject to review.

Due to potential different interpretations that may be

given to tax legislation, the results of tax inspections by

the authorities for the remaining years under review may

give rise to contingent tax liabilities whose amount

cannot be objectively quantified. However, in the opinion

of the Bank's tax advisers, the likelihood of such tax

liabilities materialising is remote and, in any case, any

tax liability arising would not have a significant effect on

the Bank's annual accounts.

c) Reconciliation

The reconciliation between the Corporate Income Tax

expense calculated at the applicable tax rate (30%) and

the expense recognised for this tax is shown below

(amounts in millions of euros):

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Profit before tax | 12,186 | 11,192 |
| From continuing operations | 11,165 | 10,257 |
| From discontinued operations | 1,021 | 935 |
| Income tax at tax rate applicable  in Spain (30%) | 3,656 | 3,358 |
| Dividends and capital gains | (2,081) | (2,354) |
| Impairment losses | (494) | (8) |
| Global Minimum Tax Pillar Two | 4 | 8 |
| Remaining permanent differences  and others | (12) | 71 |
| Tax expense or income from  continuing operations | 1,073 | 1,091 |

d) Tax recognized in equity

Independently of taxes on profit charged to the income

statement, the Bank has charged the following amounts

to equity for the items indicated below during 2025  and

2024 :

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | Amounts receivable/  (Amounts payable) | |
|  | 2025 | 2024 |
| Fair value changes of debt instruments  measured at fair value with changes in  other comprehensive income | 12 | (9) |
| Equity instruments valued at fair value  with changes in other comprehensive  income | (6) | 2 |
| Cash flow hedges | 30 | (123) |
| Other valuation adjustments (note 25) | (102) | (209) |
| Total | (66) | (339) |

119

#### e) Deferred taxes

The balance of the Deferred tax assets caption in the

balance sheet includes debit balances with the Tax

Authorities corresponding to anticipated corporate tax.

Likewise, the balance of the Deferred tax liabilities

caption includes the liability corresponding to the

different deferred taxes of the Bank.

In accordance with Regulation (EU) No 575/2013 on

prudential requirements for credit institutions and

investment firms (CRR), as subsequently amended by

Regulation (EU) 2019/876 of the European Parliament

and of the Council, deferred tax assets the utilisation of

which does not depend on the generation of future

profits (hereinafter referred to as monetisable deferred

tax assets) that meet certain conditions shall not be

deducted from regulatory capital nor be risk‑weighted at

250% in accordance with the thresholds established in

Article 48 of that Regulation, but shall consume

risk‑weighted assets at 100% in accordance with Article

39.

The following is a breakdown of deferred tax assets and

liabilities as at 31 December 2025 and 2024:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Tax assets: | 10,148 | 10,353 |
| Current | 4,392 | 4,332 |
| Deferred | 5,756 | 6,021 |
| Of which |  |  |
| Relating to pensionsA | 2,205 | 2,384 |
| Relating to allowances for loan lossesA | 2,007 | 2,007 |
| Relating to deductions and negative tax  bases | 681 | 681 |
| Tax liabilities: | 2,672 | 2,168 |
| Of which, deferred tax liabilities | 2,039 | 1,978 |

A. These tax assets are considered realizable.In 2023, the Spanish

Economic Administrative Court ruled that in 2017 the requirements

for the conversion of part of the monetizable assets of Popular Group

into a credit against the Tax Administration were met, allowing the

conversion to EUR 995 million . Banco Santander was refunded

without impact on results. The favourable Economic Administrative

Court decision was declared harmful to the public interests and

challenged at the National Appellate Court by the Tax Administration.

The estimation of this appeal, which is pending at the National

Appellate Court,  would imply that Grupo Santander should repay the

amount refunded and would, once again, credit these monetizable

assets with no impact on results except for late payment interests.

However, it is considered that there are strong defense arguments in

relation to this appeal.

At the accounting close, deferred taxes, both assets and

liabilities, are reviewed in order to determine whether

any adjustments to them are necessary in accordance

with the results of such analyses.

These analyses take into account all positive and

negative evidence of the recoverability of such assets,

including, among others, (i) results generated in prior

years, (ii) projections of results, (iii) the estimated

reversal of the different temporary differences according

to their nature, and (iv) the period and limits established

in current legislation for the recovery of the different

deferred tax assets, thereby concluding on the Bank's

ability to recover its recognised deferred tax assets.

The result projections used in this analysis are based on

the financial planning approved both by the local

management of the corresponding units and by the

administrators of Banco Santander. The Group's

planning process is common to all units, including the

Bank. Group management prepares its financial budgets

based on the following key assumptions:

a. Microeconomic variables of the entities forming the

tax group in each location: the existing balance‑sheet

structure, the product mix offered and the

commercial strategy at any given time defined by

local management are taken into account in this

respect, based on the competitive, regulatory and

market environment.

b. Macroeconomic variables: the estimated growth

rates are supported by the expected evolution of the

economic environment, taking into account the

expected behaviour of GDP in each location and

forecasts for interest rates, inflation and exchange

rates. Such data are provided by the Group's

Economic Research Department.

In addition, the Group conducts backtesting of the

variables projected in the past. The differential behaviour

of those variables compared to the actual market data is

taken into consideration in the projections estimated for

each year. Thus, in relation to Spain, deviations identified

by Management in recent past years are due to a

combination of exogenous elements, mainly the

changing effect of the macroeconomic and competitive

environment, and management actions, such as the

acceleration of restructuring plans, investment in

digitalisation, and optimisation of capital and

shareholder returns.

Finally, given the degree of uncertainty of these

assumptions regarding the aforementioned variables,

the Group performs a sensitivity analysis of the most

significant ones used in the recoverability assessment of

deferred tax assets, considering reasonable changes in

the key assumptions on which the profit projections of

each entity or tax group and the estimated reversal of

the different temporary differences are based.

120

In relation to Spain, the sensitivity analysis consisted of

applying reasonable changes to the key assumptions,

including adjusting growth (GDP) by 50 basis points and

inflation by 50 basis points. After this analysis, the

maximum recoverability period of the deferred tax

assets recognised at 31 December 2025 remains at 15

years.

In addition, the Tax Group in Spain, of which Banco

Santander, S.A. is the parent company, has not

recognised deferred tax assets of approximately EUR

11,030 million, of which EUR 6,280 million correspond

to tax loss carryforwards, EUR 3,370 million to tax

credits and EUR 1,380 million to other items.

#### f) Global Minimum Tax (Pillar II of the OECD

#### Inclusive Framework)

The model rules for the Global Minimum Tax, known as

Pillar Two and approved in 2021 by the OECD Inclusive

Framework, require multinational groups with revenue

exceeding EUR 750 million to pay a minimum rate of

15% on adjusted accounting profit, calculated on a

jurisdiction‑by‑jurisdiction basis. The OECD has

completed these rules by approving administrative

guidance and a document on transitional safe harbours

applicable during the first three years. In January 2026

the transitional safe harbours were extended for one

further year and new definitive safe harbours were

approved with the aim of simplifying the application of

the model rules and implementing the 'side‑by‑side'

coexistence agreement reached in June 2025 within the

G7, which will be applicable from 2026 to multinational

groups with a US parent entity.

In the European Union, in December 2022 the Council

approved Directive 2022/2523 on ensuring a global

minimum level of taxation for multinational enterprise

groups and large domestic groups in the Union,

establishing 1 January 2024 as the effective date for the

new minimum taxation. The Directive implements the

Pillar Two rules of the OECD Inclusive Framework within

the European Union, although its scope also extends to

large domestic groups.

In Spain, on 20 December 2024 Law 7/2024 was

approved, establishing a Complementary Tax to ensure a

global minimum level of taxation for multinational

groups and large domestic groups, with effect from 1

January 2024. This Law transposes Directive 2022/2523

and also establishes a national complementary tax

aligned with the Pillar Two rules. In April 2025, Royal

Decree 252/2025 was published approving the

implementing Regulation of the Law. Regarding other

jurisdictions, the rules of the new global minimum

taxation are already in force in most of the main

geographies in which the Group operates, with the

exception of Mexico, Chile and Argentina.

The Pillar Two rules require the calculation, in each

jurisdiction in which the Group operates, of the rate

resulting from relating tax expense to accounting profit,

both with certain adjustments. If that rate in a

jurisdiction is below 15%, Banco Santander, as ultimate

parent entity, must pay the difference as a top‑up tax to

the Spanish Tax Authorities, unless a qualified domestic

minimum top‑up tax has been enacted in that

jurisdiction, in which case the top‑up tax is paid to the

local Tax Authorities.

Both Banco Santander, S.A., as ultimate parent, and the

subsidiaries resident in jurisdictions that have enacted a

qualified domestic minimum top‑up tax, have estimated

the accrued top‑up taxes taking into account the

application of the transitional safe harbours for the 2024

and 2025 financial years. These safe harbours mean that

the top‑up tax, whether in the parent entity or in

jurisdictions that have enacted a qualified domestic

minimum top‑up tax, is not due provided that any of the

following circumstances apply: (i) the effective rate

calculated from the country‑by‑country report data

exceeds 15% in 2024, 16% in 2025 and 17% in 2026, (ii)

the Group's presence in a jurisdiction is not significant,

understood as revenue below €10 million and profit

before tax below €1 million, or (iii) profit before tax is

less than the sum of tangible assets and payroll costs

weighted by a percentage that varies annually.

The top‑up tax expense recognised by Banco Santander

has not been significant, since the effective tax rates

calculated under the Pillar Two rules in the majority of

the jurisdictions in which the Group operates are above

15%. Nevertheless, the new rules require the provision

of a large amount of information to the Tax Authorities in

the different jurisdictions in which the Group operates,

broken down by entity, which represents a significant

administrative burden.

#### g ) Regulatory changes

The following significant tax reforms have been

approved in 2025 and prior financial years:

In Spain, in 2022 Law 38/2022 was approved, which

established a temporary levy applicable to credit

institutions and financial credit establishments for the

2023 and 2024 financial years, the amount of which was

4.8% of the sum of net interest margin and net fees of

the previous year derived from activity carried out in

Spain. The obligation to pay arose on the first day of each

financial year. The charge recognised for this temporary

levy amounted to €189 million in 2023 and €290 million

in 2024, although the Tax Authorities have audited both

years and consider that an additional amount may be

payable as a result of discrepancies in the criteria applied

in determining the tax base, which are being discussed

by the Bank. In addition, that law established for 2023

the 50% limitation on the consolidation of negative

individual tax bases into the tax base of the Consolidated

Tax Group, setting a 10‑year period for the reversal of

this positive adjustment.

121

On 20 December 2024 Law 7/2024 was approved which,

among other tax measures, established a tax on the

margin of interest and fees of certain financial entities

obtained in Spanish territory with accrual on 1 January of

the 2025, 2026 and 2027 financial years. The tax base,

with some modifications compared with the temporary

levy, is now calculated at an individual level for each

financial entity and the rate is determined according to a

scale of rates between 1% and 7%, applying certain

deductions. On 24 December 2024 Royal Decree‑Law

9/2024 was published in the Official State Gazette,

which amended certain technical aspects of the tax,

postponing its accrual to 31 January of those years. This

Royal Decree‑Law was repealed on 22 January 2025, so

no charge was recognised for the new tax corresponding

to 2024 revenues in accordance with the legislation in

force at that time (during the year €390 million was

paid). In 2025, the expense corresponding to income

accrued during the year, recognised as income tax,

amounts to EUR 351 million and will be paid in 2026.

Banco Santander considers that both the temporary levy

and the tax on the margin of interest and fees are

contrary to constitutional principles and European Union

law and has challenged the corresponding

self‑assessments, requesting the refund of the amounts

paid.

In addition, Law 7/2024 again establishes for the 2024

and 2025 financial years the 50% limitation on the

consolidation of negative individual tax bases into the

tax base of the Consolidated Tax Group, setting a

10‑year period for the reversal of this positive

adjustment. Likewise, this Law reintroduces the limits

provided for in Royal Decree‑Law 3/2016 (which was

declared unconstitutional by judgment of the

Constitutional Court of 18 January 2024) for the

consolidation of monetisable deferred tax assets and the

offsetting of tax loss carryforwards (the limit is reduced

from 70% to 25%) and the application of deductions to

avoid double taxation (50%), as well as the obligation to

reverse impairments of investments that were

deductible in past years by third parties, irrespective of

the recovery of value of the investees.

h ) Other information

In compliance with the disclosure requirement set out in

the Listing Rules Instrument 2005 issued by the UK

Financial Conduct Authority, it is stated that

shareholders of the Bank who are resident in the United

Kingdom will have the right to claim a tax credit for

foreign tax paid in respect of the withholdings the Bank

is required to operate on dividends to be paid to such

shareholders if the total dividend income exceeds the

exempt amount of £500 for the 2025/2026 financial

year (£500 for the 2024/2025 financial year).

Shareholders of the Bank resident in the United Kingdom

who hold their interest in the Bank through Santander

Nominee Service will be provided directly with

information on the amount withheld, as well as any

other information they may need to complete their UK

tax returns. Other shareholders of the Bank resident in

the United Kingdom should contact their bank or

stockbroker.

Banco Santander, S.A. is a member of the Forum of Large

Companies and has adhered to the Code of Good Tax

Practices in Spain since 2010, actively participating in the

cooperative compliance programmes being developed

by the Tax Authorities in both cases.

25. Other comprehensive

#### income

The balances of 'Other comprehensive income' include

the amounts, net of the related tax effect, of the

adjustments to assets and liabilities recognised in equity

through the   statement of recognised income and

expense.

Respect to items that may be reclassified to profit or

loss, the  statement of recognised income and expense

includes changes in other comprehensive income as

follows:

• Revaluation gains (losses): includes the amount of

the income, net of the expenses incurred in the year,

recognised directly in equity. The amounts

recognised in equity in the year remain under this

item, even if in the same year they are transferred to

the income statement or to the initial carrying

amount of the assets or liabilities or are reclassified

to another line item.

122

• Amounts transferred to income statement: includes

the amount of the revaluation gains and losses

previously recognised in equity, even in the same

year, which are recognised in the income statement.

• Amounts transferred to initial carrying amount of

hedged items: includes the amount of the

revaluation gains and losses previously recognised in

equity, even in the same year, which are recognised

in the initial carrying amount of assets or liabilities as

a result of cash flow hedges.

• Other reclassifications: includes the amount of the

transfers made in the year between the different

'Other comprehensive income' items.

a) Breakdown of Other accumulated comprehensive

income - Items that will not be reclassified in results

and Items that can be classified in results

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Other accumulated comprehensive income | (1,311) | (1,555) |
| Items that will not be reclassified in results | (1,325) | (1,669) |
| Actuarial gains and losses on defined benefit pension plans | (484) | (827) |
| Non-current assets held for sale | — | — |
| Changes in the fair value of equity instruments measured at fair value through other  comprehensive income | (822) | (919) |
| Ineffectiveness  of fair value hedges of equity instruments measured at fair value with  changes in other comprehensive income | — | — |
| Changes in the fair value of equity instruments measured at fair value through other  comprehensive income (hedged item) | 203 | 279 |
| Changes in the fair value of equity instruments measured at fair value through other  comprehensive income (hedging instrument) | (203) | (279) |
| Changes in the fair value of financial liabilities at fair value through profit or loss  attributable to changes in credit risk | (19) | 77 |
| Items that can be classified in results | 14 | 114 |
| Hedges of net investments in foreign operations (effective portion) | 283 | — |
| Exchange differences | (299) | — |
| Cash flow hedges (effective portion) | 35 | 104 |
| Changes in the fair value of debt instruments measured at fair value through changes in  other comprehensive income | (5) | 10 |
| Hedging instruments (items not designated) | — | — |
| Non-current assets held for sale | — | — |

b) Other accumulated comprehensive income-

Items not reclassified to profit or loss – Actuarial

gains or losses on defined benefit pension plans

'Other comprehensive income  —Items not reclassified

to profit or loss—  Actuarial gains or losses on defined

benefit pension plans' include the actuarial gains and

losses and the return on plan assets, less the

administrative expenses and taxes inherent to the plan,

and any change in the effect of the asset ceiling,

excluding amounts included in net interest on the net

defined benefit liability (asset), attributed to the group

net of taxes.

Its variation is shown in the statement of recognised

income and expense.

123

c) Other accumulated comprehensive income -

Items that will not be reclassified in results -

Changes in the fair value of equity instruments

measured at fair value with changes in other

comprehensive income.

Includes the net amount of unrealized fair value changes

of equity instruments at fair value with changes in other

comprehensive income.

The following is a breakdown of the composition of the

balance as of 31 December 2025  and 2024 under ‘Other

accumulated comprehensive income - Items that will not

be reclassified to profit or loss - Changes in the fair value

of equity instruments measured at fair value with

changes in other global result‘ (see note 8):

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | |
|  | 2025 | | | | 2024 | | | |
|  | Capital gains  by valuation | Capital  losses by  valuation | Net gains/  losses by  valuation | Fair value | Capital gains  by valuation | Capital  losses by  valuation | Net gains/  losses by  valuation | Fair value |
| Equity instruments | 475 | (1,297) | (822) | 1,283 | 382 | (1,301) | (919) | 1,245 |

Since the entry into force of Bank of Spain Circular

4/2017, no impairment analysis is performed on equity

instruments measured at fair value through other

comprehensive income. Bank of Spain Circular 4/2017

eliminates the need to estimate the impairment of this

type of equity instruments and the reclassification to

profit or loss of gains and losses on derecognition of

these assets, which are recognised at fair value through

equity.

d) Other accumulated comprehensive income -

Items that may be reclassified to profit or loss -

Hedging derivatives – Cash flow hedges (Effective

portion)

‘Other comprehensive income – Items that may be

reclassified to profit or loss - Cash flow hedges’ includes

the gains or losses attributable to hedging instruments

that qualify as effective hedges. These amounts will

remain under this heading until they are recognized in

the income statement in the periods in which the hedged

items affect it (see note 11).

124

e) Other accumulated comprehensive income -

Items that may be reclassified to profit or loss –

Changes in the fair value of debt instruments

measured at fair value with changes in other

comprehensive income

Includes the net amount of unrealized changes in the fair

value of assets classified as items than can be

reclassified in results ‘Changes in the fair value of debt

instruments measured at fair value with changes in

other comprehensive income‘ (see note 7).

Below is a breakdown of the balance composition as of

December 31,  2025 and 2024 of ‘Other accumulated

global income - Items that can be reclassified in results -

Changes in the fair value of the instruments of debt

valued at fair value with changes in other comprehensive

income’ depending on the type of instrument:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| EUR million | | | | | | | | |
|  | 2025 | | | | 2024 | | | |
|  | Revaluation  gains | Revaluation  losses | Net  revaluation  gains/  (losses) | Fair value | Revaluation  gains | Revaluation  losses | Net  revaluation  gains/  (losses) | Fair value |
| Debt instruments | 57 | (62) | (5) | 5,349 | 52 | (42) | 10 | 8,873 |

As of December 31, 2025 and 2024, the handicaps

recorded in the ‘Other cumulative comprehensive

income - Elements that can be reclassified into profit or

loss - Changes in the fair value of debt instruments

measured at fair value through other comprehensive

income’ are not significant.

26. Shareholders’ equity

The changes in ‘Shareholders' equity’ are presented in

the statement of changes in total equity. Significant

information on certain items of ‘Shareholders' equity’

and the changes therein in 2025  are set forth below.

27. Issued capital

#### a) Changes

At 31 December 2022, Banco Santander's share capital

consisted of EUR 8,397 million, represented by

16,794,401,584 shares of EUR 0.50 of nominal value

each and all of them of a unique class and series.

On 21 March 2023, there was a capital reduction

amounting EUR 170,203,286 through the redemption of

340,406,572 shares, corresponding to the share buyback

programme carried out in 2022 and ended in January

2023.

Likewise, on 30 June 2023, there was a capital reduction

of EUR 134,924,476.50 through the redemption of

269,848,953 shares, corresponding to the share buyback

programme during the first half of 2023.

Therefore, Banco Santander's share capital at 31

December 2023 consisted of EUR 8,092 million,

represented by 16,184,146,059 shares of EUR 0.50 of

nominal value each and all of them of a unique class and

series; including 286,842,316 shares corresponding to

the first buyback programme of 2023 (see note 1.g.).

On 5 February 2024, a capital reduction of EUR

179,283,743.50  took place through the redemption of

358,567,487 shares, corresponding to the share buyback

programme carried out in 2023 and ended in January

2024.

On 1 July 2024, a capital reduction of EUR 165,652,500

took place through the redemption of  331,305,000

shares, corresponding to he share buyback programme

carried out between February and June 2024.

On 20 December 2024, a capital reduction of EUR

170,890,625   took place through the redemption of

341,781,250  shares, corresponding to he share buyback

programme carried out during the second semester of

2024.

Therefore, Banco Santander's share capital at 31

December 2024 consisted of EUR  7,576 million,

represented by  15,152,492,322 shares of EUR 0.50  of

nominal value each and all of them of a unique class and

series.

On 3 June 2025, there was a capital reduction amounting

to EUR 133,583,475 through the redemption of

267,166,950 shares, corresponding to the share buyback

programme carried out between February and June

2025.

125

On 23 December 2025, a capital reduction of EUR

98,002,935 took place through the redemption of

196,005,870 shares, corresponding to the share buyback

programme carried out during the second semester of

2025.

Aforementioned operations have not entailed the return

of contributions to the shareholders as Banco Santander

was the owner of the redeemed shares.

Therefore, Banco Santander's share capital at 31

December 2025 consisted of EUR 7,345 million,

represented by 14,689,319,502 shares of EUR 0.50 of

nominal value each and all of them of a unique class and

series.

Banco Santander’s shares are listed on the Spanish Stock

Market Interconnection System and on the New York,

London, Mexico and Warsaw Stock Exchanges, and all of

them have the same features and rights. Santander

shares are listed on the London Stock Exchange under

Crest Depository Interest (CDI), each CDI representing

one Bank’s share. They are also listed on the New York

Stock Exchange under American Depositary Shares

(ADS), each ADS representing  one  share. Additionally,

Banco Santander's shares were listed on the traditional

listing of the Mexican Stock Exchange (BMV) and since

29 December 2023, they were listed only in the

International Quotation System of said stock exchange.

As of 31 December 2025, no Banco Santander

shareholder individually held more than  3%  of its total

share capital (which is the threshold generally provided

for in Spanish regulations for mandatory notification of a

significant participation in a listed company). Even

though at 31 December 2025, certain custodians

appeared in our shareholder registry as holding more

than  3%  of our share capital, we understand that those

shares were held in custody on behalf of other investors,

none of whom exceeded that threshold individually.

These custodians were State Street Bank 13.90%),

Chase Nominees Limited7.50%), The Bank of New York

Mellon Corporation (7.18%),Citibank (6.40%), BNP

Paribas 3.74%), Caceis Bank 3.57%) y The Northern

Trust (3.06%).

At 31 December 2025, neither Banco Santander's

shareholder registry nor the CNMV's registry showed

any shareholder residing in a non-cooperative

jurisdiction with a shareholding equal to, or greater than,

1%  of our share capital (which is the other threshold

applicable under Spanish regulations).

#### b) Other considerations

Under Spanish law, only shareholders at the general

meeting have the authority to increase share capital.

However, they may delegate the authority to approve or

execute capital increases to the board of directors. Banco

Santander´s Bylaws are fully aligned with Spanish law

and do not establish any different conditions for share

capital increases.

At 31 December 2025 the shares of the following

companies were listed on official stock mark ets: Banco

Santander - Chile; Banco Santander (Brasil) S.A. and

Santander Bank Polska S.A.

At 31 Decemb er  2025  the number of Banco Santander

shares owned by third parties and managed by Group

management companies (mainly portfolio, collective

investment undertaking and pension fund managers) or

jointly managed was 33   million  shares, which

represented 0.22% of Banco Santander’s share capital

( 40 million shares, representing 0.26% of the share

capital in 2024).In addition, the number of Banco

Santander shares owned by third parties and received as

security was  28 million  shares (equal to  0.19%  of the

Bank’s share capital).

28. Share premium

Share premium includes the amount paid up by the

Bank’s shareholders in capital issues in excess of the par

value.

The Corporate Enterprises Act expressly permits the use

of the share premium account balance to increase capital

at the entities at which it is recognised and does not

establish any specific restrictions as to its use.

The change in the balance of share premium

corresponds to the capital reductions detailed in  (note

27.a).

The decrease produced in 2024 by an amount of EUR

3,778 million was the consequence of the difference

between the purchase value of the redeemed shares

(EUR  4,294 million ) and the par value of said shares (EUR

516 million) (see note 4.a   and  statements of changes in

total equity) as a consequence of the capital decreases

described in note  27.a.

The decrease produced in 2025 by an amount of EUR

3,055 million  has been the consequence of the

difference between the purchase value of the redeemed

shares (EUR  3,287 million)  and the par value of said

shares (EUR    231 million ) (see note 4.a and consolidated

statements of changes in total equity) as a consequence

of the capital decreases described in note   27.a.

Likewise, in accordance with the applicable legislation, a

reserve has been provided in 2024 for amortized capital

charged to the issue premium for an amount equal to the

nominal value of said amortized shares ascending to EUR

231 million   (EUR   516 million    euros in 2024).

126

29. Accumulated retained

#### earnings

#### a) Definitions

The balance of 'Equity - Accumulated gains and Other

reserves' includes the net amount of the accumulated

results (profits or losses) recognised in previous years

through the  income statement which in the profit

distribution were allocated in equity, the expenses of

own equity instrument issues, the differences between

the amount for which the treasury shares are sold and

their acquisition price, as well as the net amount of the

results accumulated in previous years, generated by the

result of non-current assets held for sale, recognised

through the  income statement.

#### b) Breakdown

The detail of ‘Shareholders' equity - reserves’ at 31

December  2025  and  2024  is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Restricted reserves | 3,328 | 3,084 |
| Legal reserve A | 1,469 | 1,515 |
| Own shares | 480 | 421 |
| Revaluation reserve Royal  Decree-Law 7/1996 | 43 | 43 |
| Reserve for retired capital | 1,336 | 1,105 |
| Unrestricted reserves | 26,357 | 20,362 |
| Voluntary reserves | 26,357 | 20,362 |
| Total | 29,685 | 23,446 |

A. The board of directors has proposed to the general shareholders'

meeting the reclassification of the excess that the amount of the

balance of the legal reserve account shows over the figure that is

equivalent to 20%  of the resulting share capital after the executed

capital reductions, to be included in the voluntary reserves account.

i. Legal reserve

Under the Consolidated Spanish Corporate Enterprises

Act,  10% of net profit for each year must be transferred

to the legal reserve. These transfers must be made until

the balance of this reserve reaches 20%  of the share

capital. The legal reserve can be used to increase capital

provided that the remaining reserve balance does not

fall below 10%  of the increased share capital amount.

During 2024, Banco Santander reduced the legal reserve

by EUR 103 million.

During 2025, the legal reserve has been reduced by EUR

46 million to adjust that the amount of the legal reserve

is equivalent to 20% of the share capital, after the

executions of the capital reductions made in the year.

This amount has been incorporated into the voluntary

reserves account.

The amount of the legal reserve amounted to 20% of the

share capital figure on December 31, 2025.

ii. Reserve for equity shares

According to the Corporate Enterprises Act, an

unavailable reserve equivalent to the amount for which

Banco Santander's shares owned by subsidiaries are

recorded. This reservation shall be freely available when

the circumstances which have obliged its constitution

disappear. In addition, this reserve covers the

outstanding balance of loans granted by the Group with

Banco Santander's share guarantee and the amount

equivalent to the credits granted by the Group

companies to third parties for the acquisition of own

shares.

iii. Revaluation reserve Royal Decree Law 7/1996, of 7 June

The balance of Revaluation reserve Royal Decree-Law

7/1996 can be used, free of tax, to increase share capital.

From 1 January 2007, the balance of this account can be

taken to unrestricted reserves, provided that the

monetary surplus has been realised. The surplus will be

deemed to have been realised in respect of the portion

on which depreciation has been taken for accounting

purposes or when the revalued assets have been

transferred or derecognised.

If the balance of this reserve were used in a manner

other than that provided for in Royal Decree law 7/1996,

of 7 June, it would be subject to taxation.

iv. Voluntary Reserve

During the financial year 2025 there was an increase in

voluntary reserves of EUR 5,995 million, which is

explained by the application of the result of the financial

year 2024, amounting to EUR 6,927 million; an increase

of EUR 46 million due to the reclassification of the excess

legal reserve; a decrease of EUR 622 million for the

interest of the PPCCs; an increase of EUR 196 million for

the merger reserve with URO Prperty Holdings, S.A.,

Blecno Investments, S.L.U., Emisora Santander España,

S.A.U. y Elevate Tech Platforms, S.L.U.; an decrease of

EUR 3 million in lost on sale of equity instruments

measured at fair value from other cumulative

comprehensive income and a decrease of EUR 549

million in transfers between equity items and other

items.

127

30. Other equity instruments

#### and own shares

#### a) Equity instruments issued not capital and other

#### equity instruments

Other equity instruments includes the equity component

of compound financial instruments, the increase in

equity due to personnel remuneration, and other items

not recognised in other 'Shareholders’ equity' items.

On 8 September 2017, Banco Santander, S.A. issued

contingent redeemable perpetual bonds (the fidelity

bonds) amounting to EUR 981 milliom nominal value

(EUR 686 million fair value).

On 15 December 2024, Banco Santander, S.A.,

proceeded to redeem in advance voluntarily all of said

bonds in circulation.

Additionally, at 31 December 2025  the Bank had other

equity instruments amounting to EUR  417 million.

#### b) Own shares

‘Shareholders' equity - Own shares’ includes the amount

of equity instruments held by Banco Santander.

Transactions involving own  equity instruments, including

their issuance and cancellation, are recognised directly in

equity, and no profit or loss may be recognised on these

transactions. The costs of any transaction involving own

equity instruments are deducted directly from equity,

net of any related tax effect.

The Bank’s shares owned by the consolidated companies

accounted for 0.07% of issued share capital at 31

December 2025 (December 31, 2024 0.10%).

During financial year 2025, Banco Santander acquired

551,762,443 own shares at an average price of EUR 7.01

per share, of which 267,166,950 shares were acquired

under the eighth share buy-back programme launched

on 6 February 2025, and 196,005,870 shares under the

ninth buy-back programme launched on 31 July 2025. In

addition, 463,172,820 shares were cancelled and

88,589,623 shares were sold at an average price of EUR

6.53 per share.

31. Memorandum items

Memorandum items relate to balances representing

rights, obligations and other legal situations that in the

future may have an impact on net assets, as well as any

other balances needed to reflect all transactions even

though they may not impinge on its net assets.

#### a) Guarantees and contingent commitments

#### granted

Guarantees include transactions for which an entity

secures obligations of a third party arising from financial

guarantees granted by the entity or other types of

contracts. ‘Contingent liabilities’ include all transactions

under which an entity guarantees the obligations of a

third party and which result from financial guarantees

granted by the entity or from other types of contract. The

detail is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Loans commitment granted | 149,881 | 141,976 |
| Available in lines of credit | 149,881 | 141,976 |
| Deposits in the future | — | — |
| Financial guarantees granted | 22,138 | 18,888 |
| Financial guarantees | 74 | 82 |
| Credit derivatives sold | 22,064 | 18,806 |
| Other commitments granted | 121,415 | 108,829 |
| Irrevocable documentary credits | 5,826 | 4,320 |
| Other guarantees and guarantees  granted | 47,496 | 47,211 |
| Other | 68,093 | 57,298 |
| Of which: |  |  |
| Subscribed securities pending  disbursement | 1 | 1 |
| Conventional asset acquisition  contracts | 39,551 | 35,617 |
| Other contingent commitments | 28,541 | 21,680 |
| Total Other guarantees and  commitments | 293,434 | 269,693 |

The breakdown at December 31, 2025 of off-balance

sheet exposures and allowance fund (see note 23) by

impairment phase under Bank of Spain Circular 4/2017

are EUR 284,838 million and EUR 78 million in Stage 1,

EUR 7,983 million and EUR 53 million in Stage 2 and EUR

613 million and EUR 48 million in Stage 3, respectively.

In addition, the breakdown at December 31, 2024 of

exposures and the allowance fund were EUR 261,861

million and EUR 61 million in Stage 1, EUR 7,232 million

and EUR 44 million in Stage 2 and EUR 600 million and

EUR 70 million in Stage 3, respectively.

128

A significant part of these amounts will mature without

any payment obligation material for the Bank; therefore,

the aggregate balance of these commitments cannot be

considered as a real future need for financing or liquidity

to be granted to third parties by Banco Santander.

Income from guarantee instruments is recognized under

‘Fee and commission income’ in the income statements

and is calculated by applying the rate established in the

related contract to the nominal amount of the

guarantee.

i. Loan commitments granted

Firm commitments to provide credit under pre-

established conditions and terms, except for those that

meet the definition of derivatives because they may be

settled in cash or through the delivery or issuance of

another financial instrument. They include those

available in lines of credit and forward deposits.

ii. Financial guarantees granted

Include financial guarantee contracts such as financial

guarantees, credit derivatives sold, derivative risks

contracted on behalf of third parties and others.

iii. Other commitments granted

Other contingent liabilities include all commitments that

could give rise to the recognition of financial assets not

included in the above items, such as technical

guarantees and guarantees for the import and export of

goods and services.

b) Other information

i. Assets advanced as collateral

In addition to collateral assets, there are assets owned

by Banco Santander which guarantee both transactions

carried out by the Bank or by third parties and various

contingent liabilities and liabilities over which the

assignee has the right, by contract or custom, to re-

transfer and pledge them.

The carrying value of Banco Santander's financial assets

delivered as collateral for such contingent and

assimilated liabilities or liabilities is the following:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Financial assets held for trading | 55,600 | 27,581 |
| Of which |  |  |
| Public debt Public Sector Agencies | 7,215 | 4,236 |
| Fix rent instruments | 41,580 | 19,970 |
| Equity instruments | 6,805 | 3,375 |
| Non-trading financial assets mandatorily  at fair value through profit or loss | — | 30 |
| Financial assets at fair value through other  comprehensive income | 2,154 | 2,148 |
| Financial assets at amortized cost | 30,025 | 15,277 |
| Total | 87,779 | 45,036 |

32. Hedging derivatives

Banco Santander, within its financial risk management

strategy, and in order to reduce asymmetries in the

accounting treatment of its operations, enters into

hedging derivatives on interest, exchange rate, credit risk

or variation of stock prices, depending on the nature of

the risk covered.

Based on its objective,   Banco Santander  classifies its

hedges in the following categories:

• Cash flow hedges: cover the exposure to the variation

of the cash flows associated with an asset, liability or

a highly probable forecast transaction. This cover the

variable-rate issues in foreign currencies, fixed-rate

issues in non-local currency, variable-rate interbank

financing and variable-rate assets (bonds, commercial

loans, mortgages, etc.).

• Fair value hedges: cover the exposure to the variation

in the fair value of assets or liabilities, attributable to

an identified and hedged risk. This covers the interest

risk of assets or liabilities (bonds, loans, bills, issues,

deposits, etc.) with coupons or fixed interest rates,

interests in entities, issues in foreign currencies and

deposits or other fixed rate liabilities.

• Hedging of net investments abroad: cover the

exchange rate risk of the investments in subsidiaries

domiciled in a country with a different currency from

the functional one of the Bank.

The details of the coverage derivatives of Banco

Santander, S.A. according to the type of coverage, the

risk they cover and the product, can be found in the

following table:

129

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million | | | | | |
|  | 31 December 2025 | | | | |
|  | Notional Value | Carrying amount | | Changes in fair  value used for  calculating  hedge  ineffectiveness | Balance sheet items |
|  | Assets | Liabilities |
| Fair Value Hedges | 69,954 | 1,176 | (1,739) | 335 |  |
| Interest rate risk | 60,867 | 801 | (1,166) | 362 | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Interest Rate Swap | 50,721 | 711 | (1,111) | 455 |  |
| Forward | 10,146 | 90 | (55) | (94) |  |
| Cap&Floor | — | — | — | 1 |  |
| Exchange rate risk | 1,277 | 2 | (15) | — | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Fx forward | 1,277 | 2 | (15) | — |  |
| Interest rate and exchange risk | 7,310 | 373 | (557) | (27) | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Interest Rate Swap | 851 | 5 | (55) | (1) |  |
| Currency Swap | 6,459 | 368 | (501) | (26) |  |
| Credit Risk | — | — | — | — | Hedging derivatives |
| Of which: |  |  |  |  |  |
| CDS | — | — | — | — |  |
| Base risk | 500 | — | (1) | — | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Interest Rate Swap | 500 | — | (1) | — |  |
| Cash flow Hedges | 12,465 | 108 | (83) | (100) |  |
| Interest rate risk | 11,336 | 80 | (7) | (94) | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Interest Rate Swap | 9,851 | 58 | — | (11) |  |
| Forward | 1,485 | 22 | (7) | (83) |  |
| Exchange rate risk | 18 | — | — | 1 | Hedging derivatives |
| Of which: |  |  |  |  |  |
| FX swap | 18 | — | — | — |  |
| Interest rate and exchange risk | 1,111 | 28 | (76) | (7) | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Interest Rate Swap | 295 | — | (10) | 4 |  |
| Currency Swap | 817 | 28 | (66) | (11) |  |
| Inflation rate risk | — | — | — | — | Hedging derivatives |
| Of which | — | — | — | — |  |
| Interest Rate Swap | — | — | — | — |  |
| Floor | — | — | — | — |  |
| Net Investments hedges abroad | 17,177 | 75 | (462) | 283 |  |
| Exchange rate risk | 17,177 | 75 | (462) | 283 | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Fx forward | 17,177 | 75 | (462) | 283 |  |
| Total | 99,596 | 1,359 | (2,284) | 518 |  |

130

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million | | | | | |
|  | 31 December 2024 | | | | |
|  | Notional Value | Carrying amount | | Changes in fair  value used for  calculating  hedge  ineffectiveness | Balance sheet line items |
|  | Assets | Liabilities |
| Fair Value Hedges | 71,778 | 1,140 | (2,169) | 267 |  |
| Interest rate risk | 62,071 | 736 | (1,629) | 202 | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Interest Rate Swap | 59,187 | 688 | (1,626) | 162 |  |
| Forward | 2,500 | 43 | — | 43 |  |
| Exchange rate risk | 1,165 | 4 | (24) | 1 | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Fx forward | 1,165 | 4 | (24) | 1 |  |
| Interest rate and exchange risk | 8,042 | 400 | (516) | 64 | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Interest Rate Swap | 882 | 5 | (65) | 17 |  |
| Currency Swap | 7,160 | 394 | (451) | 48 |  |
| Credit Risk | — | — | — | — | Hedging derivatives |
| Of which: |  |  |  |  |  |
| CDS | — | — | — | — |  |
| Base risk | 500 | — | — | — | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Interest Rate Swap | 500 | — | — | — |  |
| Cash flow Hedges | 13,381 | 121 | (120) | 405 |  |
| Interest rate risk | 12,020 | 72 | (57) | 410 | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Interest Rate Swap | 5,820 | 66 | (4) | 328 |  |
| Fx forward | 6,200 | 6 | (53) | 82 |  |
| Exchange rate risk | 223 | 2 | — | — | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Fx forward | 223 | 2 | — | — |  |
| Interest rate and exchange risk | 1,138 | 47 | (63) | (5) | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Interest Rate Swap | 297 | — | (13) | (8) |  |
| Currency exchange | 841 | 47 | (50) | 3 |  |
| Inflation rate risk | — | — | — | — | Hedging derivatives |
| Of which |  |  |  |  |  |
| Interest Rate Swap | — | — | — | — |  |
| Floor | — | — | — | — |  |
| Net Investments hedges abroad | 21,131 | 656 | (227) | 453 |  |
| Exchange rate risk | 21,131 | 656 | (227) | 453 | Hedging derivatives |
| Of which: |  |  |  |  |  |
| Fx forward | 21,131 | 656 | (227) | 453 |  |
| Total | 106,290 | 1,917 | (2,516) | 1,125 |  |

131

Banco Santander covers the risks of its balance sheet in a

variety of ways. On the one hand, documented as fair

value hedges, it covers the interest rate and foreign

exchange risk of fixed-income portfolios at a fixed rate

(REPOs are included in this category). Resulting, in an

exposure to changes in their fair value due to variations

in market conditions based on the various risks hedged,

which has an impact on Banco Santander's income

statement.

To mitigate these risks, Banco Santander contracts

derivatives, mainly Interest Rate Swaps, Cross Currency

Swaps, Cap&floors and Forex Forward.

On the other hand, the interest and exchange rate risk of

loans granted to corporate clients at a fixed rate or

variable rate is covered. These hedges, are carried out

through interest rate swaps, cross currency swaps and

exchange rate derivatives (forex swaps and forex

forward).

In addition, Banco Santander, S.A. manages the interest

and exchange risk of debt issues in its various categories

(issuing covered bonds, perpetual, subordinated and

senior bond) and in different currencies, denominated at

fixed rates, and therefore subject to changes in their fair

value. These issues are covered through interest rate

swaps and cross currency swaps.

The methodology used by Banco Santander to measure

the effectiveness of fair value hedges is based on

comparing the market values of the hedged items (based

on the objective risk of the hedge) and of the hedging

instruments in order to analyse whether the changes in

the market value of the hedged items are offset by the

market value of the hedging instruments, thereby

mitigating the hedged risk and minimizing volatility in

the income statement.

Prospectively, the same analysis is performed,

measuring the theoretical market values in the event of

parallel variations in the market curves of a positive

basis point.

There is a macro hedge of structured loans in which the

interest rate risk of fixed-rate loans (mortgage, personal

or with other guarantees) granted to legal entities in

commercial or corporate banking and wealth clients in

the medium-long term is hedged. This hedge is

instrumented as a macro hedge of fair value, the main

hedging instruments being Interest Rate Swap and

Cap&floors. In case of total or partial cancellation or

early repayment, the customer is obliged to pay/receive

the cost/income of the cancellation of the interest rate

risk hedge managed by the Bank.

Regarding cash flow hedges, the objective is to hedge

the cash flow exposure to changes in interest rates and

exchange rates.

For retrospective purposes, the hypothetical derivative

methodology is used to measure effectiveness. By

means of this methodology, the hedged risk is modelled

as a derivative instrument -not real-, created exclusively

for the purpose of measuring the effectiveness of the

hedge, and which must comply with the fact that its

main characteristics coincide with the critical terms of

the hedged item throughout the period for which the

hedging relationship is designated. This hypothetical

derivative does not incorporate characteristics that are

exclusive to the hedging instrument. Additionally, it is

worth mentioning that any risk component not

associated with the hedged objective risk and effectively

documented at the beginning of the hedge is excluded

for the purpose of calculating the effectiveness. The

market value of the hypothetical derivative that

replicates the hedged item is compared with the market

value of the hedging instrument, verifying that the

hedged risk is effectively mitigated and that the impact

on the income statement due to potential

ineffectiveness is residual.

Prospectively, the variations in the market values of the

hedging instrument and the hedged item (represented

by the hypothetical derivative) are measured in the event

of parallel shifts of a positive basis point in the affected

market curves.

There is another macro-hedge, this time of cash flows,

the purpose of which is to actively manage the risk-free

interest rate risk (excluding credit risk) of a portion of the

floating rate assets of Banco Santander, S.A., through

the arrangement of interest rate derivatives whereby the

bank exchanges floating rate interest flows for others at

a fixed rate agreed at the time the transactions are

arranged. The items affected by the Macro-hedging have

been designated as those in which their cash flows are

exposed to interest rate risk, specifically the floating rate

mortgages of the Banco Santander, S.A. network

referenced to Euribor 12 Months or Euribor Mortgage,

with annual renewal of rates, classified as sound risk and

which do not have a contractual floor (or, if not, this floor

is not activated). The hedged position affecting the

Macro Cash Flow Hedge at the present time is near to

EUR  5,000 million .

132

Regarding net foreign investments hedges, basically,

they are allocated in Banco Santander, S.A. Grupo

Santander assumes as a priority risk management

objective to minimize -to the limit determined by the

Group's Financial Management- the impact on the

calculation of the capital ratio of its permanent

investments included within the Group's consolidation

perimeter, and whose shares or equity interests are

legally denominated in a currency other than that of the

Group's parent company.   For this purpose, financial

instruments (generally derivatives) are contracted to

hedge the impact on the capital ratio of changes in

forward exchange rates.  Grupo Santander mainly

hedges the risk for the following currencies: BRL, CLP,

MXN, CAD, COP, CNY, GBP, CHF, NOK, USD, PLN, UYU

and PEN. The instruments used to hedge the risk of

these investments are forex swaps, forex forward and

spot currency purchases/sales.

For this type of hedges, ineffectiveness scenarios are

considered to be of low probability, given that the

hedging instrument is designated considering the

position determined and the spot rate at which the

position is located.

Additionally, the profile information of maturities and

the price/average rate for Banco Santander is shown:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |
|  | 31 December 2025 | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year to  five years | More than  five years | Total |
| Fair value hedges | 1,121 | 3,139 | 8,502 | 38,581 | 18,611 | 69,954 |
| Interest rate risk |  |  |  |  |  |  |
| Interest rate instruments |  |  |  |  |  |  |
| Nominal | 746 | 2,790 | 6,849 | 34,331 | 17,003 | 61,719 |
| Average fixed interest rate (%) GBP | — | 2.155 | 1.500 | 5.725 | 5.371 |  |
| Average fixed interest rate (%) EUR | 3.303 | 2.809 | 2.101 | 3.139 | 3.303 |  |
| Avarage  fixed interest rate (%)  CZK | — | 1.650 | 2.350 | — | — |  |
| Avarage  fixed interest rate (%) NOK | — | — | — | — | 2.403 |  |
| Avarage  fixed interest rate (%) AUD | — | — | — | — | 3.824 |  |
| Average fixed interest rate (%) CHF | — | — | — | 0.403 | — |  |
| Average fixed interest rate (%) RON | — | — | 4.880 | 3.200 | — |  |
| Average fixed interest rate (%) USD | 5.075 | 4.422 | 1.983 | 3.653 | 4.991 |  |
| Average fixed interest rate (%) HKD | — | — | — | 1.960 | — |  |
| Average fixed interest rate (%) NZD | — | — | — | — | 3.252 |  |
| Exchange rate risk |  |  |  |  |  |  |
| Exchange rate instruments |  |  |  |  |  |  |
| Nominal | 329 | 250 | 697 |  |  | 1,276 |
| CNY/EUR average exchange rate | – | 8.2728 | 8.2837 | – | – |  |
| MXN/EUR average exchange rate | 21.7269 | – | – | – | – |  |
| Interest rate and exchange risk |  |  |  |  |  |  |
| Instruments of exchange rate and interest |  |  |  |  |  |  |
| Nominal | 46 | 99 | 956 | 3,750 | 1,608 | 6,459 |
| Average fixed interest rate (%) AUD/EUR | — | — | — | 5.710 | 6.101 |  |
| Average fixed interest rate (%) CZK/EUR | — | — | — | 4.264 | — |  |
| Average fixed interest rate (%) RON/EUR | — | — | — | — | 6.970 |  |
| Average fixed interest rate (%) HKD/EUR | — | — | — | 4.618 | — |  |
| Average fixed interest rate (%) JPY/EUR | — | — | — | 0.975 | 1.407 |  |
| Average fixed interest rate (%) NOK/EUR | — | — | — | 3.441 | 4.155 |  |
| Average  fixed interest rate (%) CHF/EUR | — | — | — | 2.021 | 1.919 |  |
| Average fixed interest rate (%) USD/COP | 11.669 | 11.703 | 9.869 | 9.356 | — |  |
| Average  fixed interest rate (%) USD/MXN | — | — | 8.800 | — | — |  |

133

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |
|  | 31 December 2025 | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year to  five years | More than  five years | Total |
| AUD/EUR average exchange rate | — | — | — | 1.6174 | 1.5837 |  |
| COP/USD average exchange rate | — | — | — | — | 1.6660 |  |
| CZK/EUR average exchange rate | — | 26.1310 | 25.3650 | 24.8324 | — |  |
| EUR/COP average exchange rate | — | — | 0.0002 | — | — |  |
| EUR/USD average exchange rate | — | — | 0.9404 | 0.9475 | — |  |
| HKD/EUR average exchange rate | — | — | — | 8.4879 | — |  |
| JPY/EUR average exchange rate | — | — | — | 137.8023 | 129.2289 |  |
| MXN/EUR average exchange rate | — | — | — | 19.0828 | — |  |
| NOK/EUR average exchange rate | — | — | — | 9.5190 | 10.6512 |  |
| RON/EUR average exchange rate | — | — | 4.9485 | 4.9270 | 4.9800 |  |
| CHF/EUR average exchange rate | — | — | — | 1.0194 | 0.9347 |  |
| USD/COP average exchange rate | 0.0003 | 0.0002 | 0.0003 | 0.0003 | 0.0003 |  |
| USD/MXN average exchange rate | — | — | 0.0545 | — | — |  |
| Basis Risk |  |  |  |  |  |  |
| Basis risk instruments |  |  |  |  |  |  |
| Nominal | — | — | — | 500 | — | 500 |
| Others riks |  |  |  |  |  |  |
| Exchange instruments |  |  |  |  |  |  |
| Nominal | — | — | — | — | — | — |
| Cash flow hedges | 245 | — | 2,417 | 9,216 | 587 | 12,465 |
| Interest rate and exchange rate risk |  |  |  |  |  |  |
| Interest rate and exchange instruments |  |  |  |  |  |  |
| Nominal | 236 | — | 288 | 213 | 80 | 817 |
| Average fixed interest rate (%) AUD/EUR | — | — | — | 5.678 | — |  |
| Average fixed interest rate (%) CHF/EUR | 2.258 | — | — | — | — |  |
| AUD / EUR average exchange rate | — | — | 1.590 | 1.577 | 1.562 |  |
| RON / EUR average exchange rate | — | — | 4.940 | — | — |  |
| CHF / EUR average exchange rate | 1.002 | — | — | — | — |  |
| Interest rate risk |  |  |  |  |  |  |
| Interest Rate Swaps |  |  |  |  |  |  |
| Nominal | — | — | 2,120 | 9,003 | 507 | 11,630 |
| Average fixed interest rate (%) EUR | — | — | 2.964 | 2.695 | 3.016 |  |
| Average fixed interest rate (%) AUD | — | — | 1.65 | — | — |  |
| Exchange rate risk |  |  |  |  |  |  |
| FX Swap |  |  |  |  |  |  |
| Nominal | 9 | — | 9 | — | — | 18 |
| GBP/EUR average exchange rate | 1.129 | — | 1.119 | — | — |  |
| Others risks |  |  |  |  |  |  |
| Exchange instruments |  |  |  |  |  |  |
| Nominal | — | — | — | — | — | — |
| Net investment hedges abroad | 2,574 | 4,530 | 9,866 | 207.00 | — | 17,177 |
| Exchange rate risk |  |  |  |  |  |  |
| Exchange rate instruments |  |  |  |  |  |  |
| Nominal | 2,574 | 4,530 | 9,866 | 207.00 | — | 17,177 |
| BRL / EUR average exchange rate | 6.892 | 6.979 | 6.652 | — | — |  |
| CLP / EUR average exchange rate | 1,054.241 | 1,018.994 | 1,108.027 | 1,099.571 | — |  |
| COP / EUR average exchange rate | — | 4,565.931 | — | — | — |  |

134

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |
|  | 31 December 2025 | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year to  five years | More than  five years | Total |
| GBP / EUR average exchange rate | 0.860 | 0.867 | 0.884 | — | — |  |
| MXN / EUR average exchange rate | 22.187 | 23.465 | 22.823 | — | — |  |
| USD / EUR average exchange rate | — | 1.078 | 1.175 | — | — |  |
| PLN / EUR average exchange rate | 4.321 | 4.307 | 4.309 | — | — |  |
| CAD / EUR average exchange rate | 1.611 | — | — | — | — |  |
| UYU / EUR average exchange rate | 48.093 | 48.729 | 49.916 | 53.350 | — |  |
| Total | 3,940 | 7,669 | 20,785 | 48,004 | 19,198 | 99,596 |

135

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |
|  | 31 December 2024 | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year to  five years | More than  five years | Total |
| Fair value hedges | 1,916 | 4,999 | 8,520 | 38,683 | 17,660 | 71,778 |
| Interest rate risk |  |  |  |  |  |  |
| Interest rate instruments |  |  |  |  |  |  |
| Nominal | 1,431 | 4,446 | 6,878 | 33,324 | 15,991 | 62,070 |
| Average fixed interest rate (%) GBP | — | 0.020 | 3.120 | 2.640 | 5.370 |  |
| Average fixed interest rate (%) EUR | 1.340 | 0.010 | 2.000 | 3.460 | 3.170 |  |
| Avarage  fixed interest rate (%)  CZK | — | — | — | 2.000 | — |  |
| Avarage  fixed interest rate (%) NOK | — | — | — | — | 2.400 |  |
| Avarage  fixed interest rate (%) AUD | — | — | — | — | 3.820 |  |
| Average fixed interest rate (%) RON | — | 3.610 | — | 4.200 | — |  |
| Average fixed interest rate (%) USD | 0.010 | 3.500 | 2.740 | 4.460 | 4.720 |  |
| Average fixed interest rate (%) HKD | — | — | — | 1.960 | — |  |
| Average fixed interest rate (%) NZD | — | — | — | — | 3.250 |  |
| Exchange rate risk |  |  |  |  |  |  |
| Exchange rate instruments |  |  |  |  |  |  |
| Nominal | 473 | 405 | 287 | — | — | 1,165 |
| CNY/EUR average exchange rate | 7.7100 | 7.7100 | 7.7100 | — | — |  |
| MXN/EUR average exchange rate | 21.7800 | — | — | — | — |  |
| Interest rate and exchange risk |  |  |  |  |  |  |
| Instruments of exchange rate and interest |  |  |  |  |  |  |
| Nominal | 12 | 148 | 1,355 | 4,859 | 1,669 | 8,043 |
| Average fixed interest rate (%) AUD/EUR |  |  |  | 5.690 | 6.100 |  |
| Average fixed interest rate (%) CZK/EUR | — | — | — | 4.190 | — |  |
| Average fixed interest rate (%) RON/EUR | — | — | — | — | 6.970 |  |
| Average fixed interest rate (%) HKD/EUR | — | — | — | 4.620 | — |  |
| Average fixed interest rate (%) JPY/EUR | — | — | — | 1.300 | 1.410 |  |
| Average fixed interest rate (%) NOK/EUR | — | — | — | 3.440 | 4.500 |  |
| Average  fixed interest rate (%) CHF/EUR | — | — | — | 2.030 | 2.250 |  |
| Average fixed interest rate (%) USD/COP | — | 12.750 | 10.580 | 10.540 | 7.760 |  |
| Average  fixed interest rate (%) EUR/GBP | 6.690 | — | — | — | — |  |
| Average  fixed interest rate (%) USD/MXN | — | — | 11.300 | — | — |  |
| AUD/EUR average exchange rate | — | — | — | 1.5992 | 1.5837 |  |
| NZD/EUR average exchange rate | — | — | — | — | 1.6660 |  |
| CZK/EUR average exchange rate | — | — | 26.0300 | 25.6338 | — |  |
| EUR/GBP average exchange rate | 1.1885 | — | — | — | — |  |
| EUR/USD average exchange rate | — | — | 0.9818 | 0.9433 | — |  |
| HKD/EUR average exchange rate | — | — | — | 8.4879 | — |  |
| JPY/EUR average exchange rate | — | — | — | 134.1510 | 129.2289 |  |
| MXN/EUR average exchange rate | — | — | — | 19.0828 | — |  |
| NOK/EUR average exchange rate | — | — | — | 9.5190 | 10.4288 |  |
| RON/EUR average exchange rate | — | 4.8100 | — | 4.9398 | 4.9800 |  |
| CHF/EUR average exchange rate | — | — | — | 1.0194 | 0.9315 |  |
| USD/COP average exchange rate | — | 0.0003 | 0.0002 | 0.0002 | 0.0003 |  |
| USD/MXN average exchange rate | — | — | 0.0517 | — | — |  |
| Basis Risk |  |  |  |  |  |  |
| Basis risk instruments |  |  |  |  |  |  |
| Nominal | — | — | — | 500 | — | 500 |

136

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |
|  | 31 December 2024 | | | | | |
|  | Up to one  month | One to three  months | Three months  to one year | One year to  five years | More than  five years | Total |
| Others riks |  |  |  |  |  |  |
| Exchange instruments |  |  |  |  |  |  |
| Nominal | — | — | — | — | — | — |
| Cash flow hedges: | 14 | 83 | 6,325 | 6,875 | 84 | 13,381 |
| Interest rate and exchange rate risk |  |  |  |  |  |  |
| Interest rate and exchange instruments |  |  |  |  |  |  |
| Nominal | — | — | — | 1,055 | 84 | 1,139 |
| Average fixed interest rate (%) AUD/EUR | — | — | — | 3.520 | — |  |
| Average fixed interest rate (%) CHF/EUR | — | — | — | 3.110 | — |  |
| AUD / EUR average exchange rate | — | — | — | 1.5800 | 1.5600 |  |
| RON / EUR average exchange rate | — | — | — | 4.9400 | — |  |
| CHF / EUR average exchange rate | — | — | — | 1.0000 | — |  |
| Interest rate risk |  |  |  |  |  |  |
| Interest Rate Swaps |  |  |  |  |  |  |
| Nominal | — | — | 6,200 | 5,820 | — | 12,020 |
| Average fixed interest rate (%) EUR | — | — | — | 2.910 | — |  |
| Exchange rate risk |  |  |  |  |  |  |
| FX Swap |  |  |  |  |  |  |
| Nominal | 14 | 83 | 125 | — | 0 | 222 |
| GBP/EUR average exchange rate | 1.2000 | 1.1700 | 1.1900 | — | — |  |
| Others risks |  |  |  |  |  |  |
| Exchange instruments |  |  |  |  |  |  |
| Nominal | — | — | — | — | 0 | 0 |
| Net investment hedges abroad | 3,240 | 5,070 | 12,821 | — | — | 21,131 |
| Exchange rate risk |  |  |  |  |  |  |
| Exchange rate instruments |  |  |  |  |  |  |
| Nominal | 3,240 | 5,070 | 12,821 | 0 | 0 | 21,131 |
| BRL / EUR average exchange rate | 5.9900 | 6.1200 | 6.2700 | — | — |  |
| CLP / EUR average exchange rate | 1,052.7800 | 1,066.5800 | 1,045.0900 | — | — |  |
| COP / EUR average exchange rate | — | 4,703.0000 | — | — | — |  |
| GBP / EUR average exchange rate | 0.8600 | 0.8500 | 0.8500 | — | — |  |
| MXN / EUR average exchange rate | 20.2800 | 19.8300 | 21.9700 | — | — |  |
| USD / EUR average exchange rate | 1.0900 | 1.0800 | 1.0900 | — | — |  |
| PLN / EUR average exchange rate | 4.3700 | 4.4100 | 4.4100 | — | — |  |
| CAD / EUR average exchange rate | — | 1.5000 | — | — | — |  |
| CHF / EUR average exchange rate | — | 0.9400 | — | — | — |  |
| UYU / EUR average exchange rate | 45.8200 | 45.1600 | 48.2900 | — | — |  |
| Total | 5,170 | 10,152 | 27,666 | 45,558 | 17,744 | 106,290 |

137

Regarding the hedged items, in the following table we

have the detail of the type of coverage, the risk that is

covered and what products are being covered as of

December 31, 2025 and 2024, mainly they are loaned

deposits, financial and corporate bonds and corporate

repos:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |
|  | 31 December 2025 | | | | | | |
|  | Amount in books of the  item covered | | Cumulative amount of fair  value adjustments on the  covered line | | Change in the  fair value of  the item  covered for  inefficiency  assessment | Cash flow hedge reserve /  foreign currency conversion | |
|  | Assets | Liabilities | Assets | Liabilities | Coverage  continues | Discontinuous  coverage |
| Fair value hedges | 10,612 | 54,984 | (42) | 401 | (351) | — | — |
| Interest rate risk | 8,039 | 48,839 | (23) | 337 | (363) | — | — |
| Exchange rate risk | 1,278 | — | 1 | — | — | — | — |
| Interest rate and exchange rate risk | 793 | 6,145 | (20) | 64 | 12 | — | — |
| Credit risk | — | — | — | — | — | — | — |
| Basis risk | 501 | — | — | — | — | — | — |
| Other risks | — | — | — | — | — | — | — |
| Cash flow hedges | — | — | — | — | 100 | 49 | — |
| Interest rate risk | — | — | — | — | 94 | 47 | — |
| Exchange rate risk | — | — | — | — | (1) | 1 | — |
| Interest rate and exchange rate risk | — | — | — | — | 7 | 1 | — |
| Inflation rate risk | — | — | — | — | — | — | — |
| Other risks | — | — | — | — | — | — | — |
| Net investment hedges abroad | 17,177 | — | (283) | — | (283) | — | — |
| Exchange rate risk | 17,177 | — | (283) | — | (283) | — | — |
| Total | 27,789 | 54,984 | (325) | 401 | (534) | 49 | — |

138

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |
|  | 31 December 2024 | | | | | | |
|  | Amount in books of the item  covered | | Cumulative amount of fair  value adjustments on the  covered line | | Change in  the fair value  of the item  covered for  inefficiency  assessment | Cash flow hedge reserve /  foreign currency conversion | |
|  | Assets | Liabilities | Assets | Liabilities | Coverage  continues | Discontinuou  s coverage |
| Fair value hedges | 9,218 | 49,919 | (134) | (872) | (249) | — | — |
| Interest rate risk | 7,391 | 45,169 | (117) | (830) | (188) | — | — |
| Exchange rate risk | 1,165 | — | — | — | — | — | — |
| Interest rate and exchange rate risk | 662 | 4,750 | (17) | (42) | (61) | — | — |
| Credit risk | — | — | — | — | — | — | — |
| Basis risk | — | — | — | — | — | — | — |
| Other risks | — | — | — | — | — | — | — |
| Cash flow hedges | — | — | — | — | (409) | 26 | 122 |
| Interest rate risk | — | — | — | — | (414) | 18 | 122 |
| Exchange rate risk | — | — | — | — | — | — | — |
| Interest rate and exchange rate risk | — | — | — | — | 5 | 8 | — |
| Inflation rate risk | — | — | — | — | — | — | — |
| Other risks | — | — | — | — | — | — | — |
| Net investment hedges abroad | 21,132 | — | (453) | — | (453) | — | — |
| Exchange rate risk | 21,132 | — | (453) | — | (453) | — | — |
| Total | 30,350 | 49,919 | (587) | (872) | (1,111) | 26 | 122 |

139

The cumulative amount of adjustments of the fair value

hedging instruments that remain in the balance for

hedges items that are no longer adjusted by profit and

loss of coverage as at 31 December 2025  is EUR 19

million (EUR 33  million in 2024).

The following table contains information regarding the

effectiveness of the hedging relationships designated by

Banco Santander, as well as the impacts on profit or loss

and other comprehensive income as of 31 December

2025  and 2024:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million |  |  |  |  |  |
|  | 31 December 2025 | | | | |
|  | Earnings /  (losses)  recognized in  Other  accumulated  global income | Coverage  inefficiency  recognized  in the  income  statement | Line of the income  statement that includes  ineffective coverage | Reclassified amount of reserves to the  income statement due to: | |
|  | Covered  transaction  that affects  the income  statement | Line of the income  statement that includes  reclassified amounts |
| Fair value hedges | — | (16) | Gain or losses of  financial assets/  liabilities |  |  |
| Interest rate risk | — | (1) |  |  |  |
| Exchange rate risk | — | — |  |  |  |
| Interest and Exchange rate risk | — | (15) |  |  |  |
| Credit risk | — | — |  |  |  |
| Other risks | — | — |  |  |  |
| Cash flow hedges | (100) | — | Gain or losses of  financial assets/  liabilities | (21) | Net interest income/  Gains or losses of  financial assets/  liabilities |
| Interest rate risk | (94) | — |  | (9) |  |
| Exchange rate risk | 1 | — |  | — |  |
| Interest and Exchange rate risk | (7) | — |  | (12) |  |
| Inflation rate risk | — | — |  | — |  |
| Other risks | — | — |  | — |  |
| Total | (100) | (16) |  | (21) |  |

140

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million |  |  |  |  |  |
|  | 31 December 2024 | | | | |
|  | Earnings /  (losses)  recognized in  Other  accumulated  global income | Coverage  inefficiency  recognized  in the  income  statement | Line of the income  statement that includes  ineffective coverage | Reclassified amount of reserves to the income  statement due to: | |
|  | Covered  transaction that  affects the  income  statement | Line of the income  statement that includes  reclassified amounts |
| Fair value hedges | — | (7) | Gain or losses of  financial assets/  liabilities |  |  |
| Interest rate risk | — | (11) |  |  |  |
| Exchange rate risk | — | 1 |  |  |  |
| Interest and Exchange rate  risk | — | 4 |  |  |  |
| Credit risk | — | (1) |  |  |  |
| Other risks | — | — |  |  |  |
| Cash flow hedges | 409 | (3) | Gain or losses of  financial assets/  liabilities | 269 | Net interest income/  Gains or losses of  financial assets/  liabilities |
| Interest rate risk | 414 | (3) |  | 278 |  |
| Exchange rate risk | — | — |  | — |  |
| Interest and Exchange rate  risk | (5) | — |  | (9) |  |
| Inflation rate risk | — | — |  | — |  |
| Other risks | — | — |  | — |  |
| Total | 409 | (10) |  | 269 |  |
|  |  |  |  |  |  |

The following table shows a reconciliation of each

component of equity and an analysis of other

comprehensive income in relation to hedge accounting

at 31 December 2025 and 2024:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million |  |  |
|  | 2025 | 2024 |
| Balance at the end of the previous  year | 104 | (182) |
| Amount recognized in Other  accumulated global income |  |  |
| Cash flow hedges | (100) | 409 |
| Interest rate risk and interest rate  and exchange rate risk | (101) | 409 |
| Changes in equity by discharge at  P&L | (21) | 269 |
| Remains of equity movements | (80) | 140 |
| Other risks | 1 | — |
| Changes in equity by discharge at  P&L | — | — |
| Remains of equity movements | 1 | — |
| Taxes | 31 | (123) |
| Balance at year end | 35 | 104 |

33. Off-balance-sheet funds

#### under management

As of 31 December 2025, Banco Santander held off-

balance-sheet funds under management, namely

investment funds and assets under   management,

amounting to EUR 121,071 million (31 December 2024,

EUR 108,663 million).  Marketed but not held under

management amounted to EUR 38,185 million (31

December 2024, EUR 28,971 million).

141

34. Interest income

Interest and similar income in the accompanying income

statements comprises the interest accruing in the year

on all financial assets with an implicit or explicit return,

calculated by applying the effective interest method,

irrespective of measurement at fair value, and the

rectifications of income as a result of hedge accounting.

Interest is recognized gross, without deducting any tax

withheld originally.

The detail of the main items of interest and similar

income earned in  2025 and 2024  is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Derivatives - Trading | 59 | 57 |
| Of which: Interest income derived  from economic hedges | 59 | 57 |
| Debt instruments | 4,565 | 4,100 |
| Central Banks | 68 | 80 |
| Public sector | 2,868 | 2,258 |
| Credit entities | 763 | 832 |
| Other financial companies | 738 | 845 |
| Non-financial companies | 128 | 85 |
| Loans and advances | 17,105 | 19,247 |
| Central Banks | 48 | 45 |
| Public sector | 519 | 526 |
| Credit entities | 2,494 | 3,137 |
| Other financial companies | 5,429 | 5,403 |
| Non-financial companies | 5,842 | 7,022 |
| Households | 2,773 | 3,114 |
| Other assets | 2,551 | 3,489 |
| Of which, insurance contracts linked  to pensions (note 23.c) | 13 | 14 |
| Deposits | 31 | 73 |
| Central Banks | — | — |
| Public sector | — | 12 |
| Credit entities | 2 | 7 |
| Other financial companies | 28 | 51 |
| Non-financial companies | 1 | 3 |
| Households | — | — |
| Hedging derivatives - Interest rate  risk | 359 | 61 |
| Other financial liabilities | 2 | — |
| Debt securities issued | — | — |
| Total | 24,672 | 27,027 |

Most of the interest and similar income was generated

by Banco Santander's financial assets that are measured

either at amortized cost or at fair value through Other

comprehensive income.

35. Interest expense

Interest expense and similar charges in the

accompanying income statements includes the interest

accruing in the year on all financial liabilities with an

implicit or explicit return, including remuneration in kind,

calculated by applying the effective interest method,

irrespective of measurement at fair value; the

rectifications of cost as a result of hedge accounting; and

the interest cost attributable to provisions recorded for

pensions.

The detail of the main items of interest expense and

similar charges accrued in 2025 and  2024 is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Derivatives - Trading | 277 | 77 |
| Of which: interest income from  derivatives in economic hedges | 277 | 77 |
| Debt securities Issued | 4,567 | 4,948 |
| Debt securities | 40 | 30 |
| Central Banks | — | — |
| Public sector | 12 | 6 |
| Credit entities | 2 | 2 |
| Other financial companies | 25 | 21 |
| Non-financial companies | 1 | 1 |
| Loans and advances | 11 | 13 |
| Central Banks | — | — |
| Public sector | — | — |
| Credit entities | 1 | 8 |
| Other financial companies | 9 | 5 |
| Non-financial companies | 1 | — |
| Households | — | — |
| Deposits | 11,015 | 12,901 |
| Central Banks | 466 | 695 |
| Public sector | 1,139 | 1,205 |
| Credit entities | 2,652 | 2,697 |
| Other financial companies | 4,067 | 4,672 |
| Non-financial companies | 2,237 | 2,871 |
| Households | 454 | 761 |
| Other financial liabilities | 1,008 | 785 |
| Hedging derivatives - Interest rate  risk | 1,204 | 1,309 |
| Pensions and other obligations of  defined post-employment benefits  (note 23) | 48 | 49 |
| Others | — | — |
| Total | 18,170 | 20,112 |

Most of the interest expense and similar charges was

generated by Banco Santander's financial liabilities that

are measured at amortized cost.

142

36. Dividend income

‘Dividend income’ includes the dividends and payments

on equity instruments out of profits generated by

investees after the acquisition of the equity interest.

The detail of income from equity instruments is as

follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Financial assets held for trading | 550 | 513 |
| Non-trading financial assets  mandatorily at fair value through  profit or loss | 9 | 9 |
| Financial assets at fair value through  other comprehensive income | 62 | 90 |
| Investments in subsidiaries, jointly  controlled entities and associates | 6,070 | 7,113 |
| Subsidiaries | 6,021 | 7,065 |
| Associates | 49 | 48 |
| Total | 6,691 | 7,725 |

Investments in subsidiaries, jointly controlled entities

and associates

The detail of the main items of interest expense and

similar charges accrued in  2025 and 2024 is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Detail of the companies: |  |  |
| SANTANDER HOLDINGS USA, INC | 1,157 | 1,066 |
| BANCO SANTANDER TOTTA, S.A. | 1,117 | — |
| GRUPO FINANCIERO SANTANDER  MEXICO, S.A. DE C.V. | 808 | 1,292 |
| SANTANDER CONSUMER FINANCE, S.A. | 600 | 500 |
| SANTANDER TOTTA, SGPS, S.A. | 438 | 979 |
| SANTANDER INSURANCE, S.L. | 359 | 413 |
| BANCO SANTANDER MEXICO, S.A.,  Institución de Banca Múltiple, Grupo  Financiero Santander México | 276 | 476 |
| INVESTMENT HOLDINGS 1857, S.L. | 203 | — |
| SANTANDER UK GROUP HOLDINGS PLC  (AT1) | 166 | 145 |
| SANTANDER HOLDINGS USA, INC  (PERPETUAL PREFERRED STOCK) | 154 | 164 |
| SAM INVESTMENT HOLDINGS, S.L. | 122 | 97 |
| TEATINOS SIGLO XXI INVERSIONES,  S.A. | 98 | 58 |
| SANTANDER CONSUMER FINANCE S.A.  (AT1) | 93 | 93 |
| TRESMARES SANTANDER DIRECT  LENDING, SICC, S.A. | 79 | 54 |
| BANCO SANTANDER, S.A. (Uruguay) | 70 | 69 |
| MERLIN PROPERTIES, SOCIMI, S.A. | 46 | 42 |
| OPEN BANK, S.A. Unipersonal | 45 | 63 |
| SANTANDER CHILE HOLDING S.A. | 44 | 27 |
| SANTANDER TOTTA, SGPS, S.A. (AT1) | 44 | 20 |
| BANCO SANTANDER PERU S.A. | 30 | 27 |
| SOCUR S.A. | 28 | 7 |
| PEREDA GESTION, S.A. | 9 | 24 |
| SANTANDER GLOBAL TECHNOLOGY  AND OPERATIONS, S.L. UNIPERSONAL | 5 | 23 |
| SANTANDER UK GROUP HOLDINGS PLC | — | 1,203 |
| SANTANDER INVESTMENT, S.A. | — | 110 |
| SANTANDER INVESTMENT CHILE  LIMITADA | — | 35 |
| NAVIERA TRANS ORE, A.I.E. | — | 32 |
| SANTANDER FACTORING Y  CONFIRMING, S.A. Unipersonal E.F.C. | — | 28 |
| Other companies | 79 | 66 |
| Total | 6,070 | 7,113 |

143

37. Commission income

Fee and commission income comprise the amount of all

fees and commissions accruing in favour of Banco

Santander in the year, except those that form an integral

part of the effective interest rate on financial

instruments.

The detail of fee and commission income in the

accompanying income statements for 2025 and 2024 is

as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Collection and payment  services: | 591 | 594 |
| Current Accounts | 177 | 186 |
| Credit and debit cards | 256 | 230 |
| Transfers and other payment  orders | 121 | 138 |
| Other commission income in  connection with payment  services | 37 | 40 |
| Marketing of non-banking  financial products: | 789 | 752 |
| Collective Investment | 464 | 556 |
| Insurance | 229 | 195 |
| Other | 96 | 1 |
| Securities services: | 418 | 288 |
| Securities underwriting and  placement | 171 | 163 |
| Transfer orders | 160 | 19 |
| Other | 87 | 106 |
| Clearing and settlement | — | 73 |
| Asset management | 210 | 161 |
| Custody | 79 | 70 |
| Structured finance | 658 | 517 |
| Loan granted commitments  granted | 401 | 384 |
| Financial granted guarantees  granted | 331 | 329 |
| Other: | 671 | 623 |
| Foreign currency exchange | 149 | 159 |
| Other concepts | 522 | 464 |
| Total | 4,148 | 3,791 |

38. Commission expense

Fee and commission expense show the amount of all

fees and commissions paid or payable by Banco

Santander in the year, except those that form an integral

part of the effective interest rate on financial

instruments.

The detail of fee and commission expense in the

accompanying income statements for 2025 and 2024 is

as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Clearing and settlement | 85 | 69 |
| Loan commitments received | — | — |
| Financial guarantees received | 206 | 180 |
| Custody | 1 | 1 |
| Other A | 716 | 616 |
| Total | 1,008 | 866 |

A. Other Includes mainly commissions paid for financial and

mediation services, as well as credit cards.

39. Gains or losses on financial

#### assets and liabilities

The following information is presented below regarding

the gains or losses on financial assets or liabilities:

#### a) Breakdown

The detail, by classification of the related instrument, of

Gains/losses on financial assets and liabilities in the

accompanying income statements for  2025  and  2024  is

as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million |  |  |
|  | 2025 | 2024 |
| Gains or losses on financial assets and  liabilities not measured at fair value  through profit or loss, net | 100 | (97) |
| Financial assets at amortized cost | (34) | (47) |
| Other financial assets and liabilities | 134 | (50) |
| Of which, debt instruments | 110 | (61) |
| Of which, equity instruments | — | — |
| Gains or losses on financial assets and  liabilities held for trading, netA | 494 | 704 |
| Gains or losses on non-trading financial  assets and liabilities mandatory at fair  value through profit or loss | 80 | 73 |
| Gains or losses on financial assets and  liabilities measured at fair value through  profit or loss, net  A | (2) | 350 |
| Gains or losses from hedge accounting,  net | (16) | (6) |
| Total | 656 | 1,024 |

A. Includes the net income obtained from transactions with debt securities,

capital instruments, derivatives and short positions included in this

portfolio when the Banco Santander jointly manages its risk in those

instruments.

144

#### b) Financial assets and liabilities at fair value

#### through profit or loss

The detail of the amount of the asset balances is as

follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Loans and receivables | 64,250 | 54,181 |
| Central Banks | 657 | 1,239 |
| Credit institutions | 26,906 | 24,008 |
| Customers | 36,687 | 28,934 |
| Debt instruments A | 55,778 | 43,519 |
| Equity instruments | 22,154 | 17,216 |
| Derivatives | 46,583 | 52,462 |
| Total | 188,765 | 167,378 |

A. Include EUR 46,640  million related to Spanish and foreign

government debt securities at 31 December 2025 (31 December

2024 , EUR  36,497  million).

The foregoing table shows the maximum credit risk

exposure of these assets at 31 December 2025 and

2024, respectively. Banco Santander mitigates and

reduces this exposure as follows.

With respect to derivatives, Banco Santander has

entered into framework agreements with a large

number of credit institutions and customers for the

netting-off of asset positions and the provision of

collateral for non-payment.

'Loans and receivable' to credit institutions and loans

and receivable to 'customers' included reverse repos

amounting to EUR 95,381 million at 31 December 2025

(31 December 2024: EUR 80,003 million).

In addition, assets amounting to EUR 416 million have a

mortgage guarantee at 31 December 2025 (31

December 2024: EUR 578 million).

At 31 December 2025 and 2024, the amount of the

change in the year in the fair value of financial assets at

fair value through profit or loss attributable to variations

in their credit risk (spread) was not material.

The detail of the amount of the liability balances is as

follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Deposits | 101,789 | 79,698 |
| Central Banks | 8,551 | 10,897 |
| Credit Institutions | 32,123 | 26,991 |
| Customers | 61,115 | 41,810 |
| Marketable debt instruments | 1,587 | 1,069 |
| Short positions | 30,694 | 25,518 |
| Derivatives | 41,524 | 46,121 |
| Total | 175,594 | 152,406 |

At 31 December 2025 and 2024, the amount of the

change in the fair value of financial liabilities at fair value

through profit or loss attributable to changes in their

credit risk during the year is not material.

40. Exchange differences, net

This chapter basically includes the results obtained in the

purchase and sale of currencies, the differences that

arise when converting monetary items in foreign

currency to functional currency and those from non-

monetary assets in foreign currency at the time of

disposal.

The detail of ‘Exchange differences (net)’ in the

accompanying income statements for 2025 and 2024  is

as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Foreign currency purchases and  sales | 217 | (106) |

Banco Santander manages the currencies to which it is

exposed together with the arrangement of derivative

instruments and, accordingly, the changes in this line

item should be analyzed together with those recognized

under Gains or losses on financial assets and liabilities

(see note 39).

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41. Other operating income and

#### other operating expenses

The detail of ‘Other operating income’ in the

accompanying income statements for 2025 and  2024 , is

as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Exploitation of real estate  investments and operating  leases | 138 | 277 |
| Others | 296 | 298 |
| Total | 434 | 575 |

The detail of ‘Other operating expenses’ in the

accompanying income statements for 2025 and 2024 is

as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Contribution to Deposit  Guarantee Fund and  Resolution Fund (note 1.h)A | (14) | (16) |
| Other operating expensesB | (220) | (609) |
| Total | (234) | (625) |

A. Includes the expense incurred by contribution to the National

Resolution Fund and to the Single Resolution Fund.

B. It included, at 31 December 2024, EUR 290 million for the temporary

tax on credit institutions (Law 38/2022).c

In the 2025 and 2024 financial years, it was decided that

there will not be contribution in Spain to the Single

Resolution Fund, as well as a decrease in the

contribution to the Deposit Guarantee Fund, by the

Single Resolution Board (SRB) and the Deposit

Guarantee Fund  Management Committee, respectively.

146

42. Staff costs

a) Breakdown

The detail of ‘Staff costs’ in 2025 and 2024 is as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | | | |
|  | 2025 | | | 2024 | | |
|  | Of which,  in Spain | Of which,  foreign  branches | Total | Of which,  in Spain | Of which,  foreign  branches | Total |
| Wages and salaries | 1,932 | 664 | 2,596 | 1,862 | 638 | 2,500 |
| Social security costs | 379 | 69 | 448 | 378 | 63 | 441 |
| Additions to provisions for defined benefit pension  plans (note 23) | 2 | — | 2 | 2 | — | 2 |
| Contributions to defined contribution pension funds  (note 23) | 84 | 27 | 111 | 82 | 26 | 108 |
| Equity-instrument-based remuneration | — | — | — | — | — | — |
| Other staff costs | 133 | 34 | 167 | 124 | 35 | 159 |
| Total | 2,530 | 794 | 3,324 | 2,448 | 762 | 3,210 |

b) Headcount

The average number of employees at the Bank, by

professional category, is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Average number of employees | | |
|  | 2025 | 2024 |
| Executive directors and  Senior management | 17 | 15 |
| Other employees | 20,963 | 21,642 |
| Branches abroad | 2,227 | 2,182 |
| Total | 23,207 | 23,839 |

The number of employees, as of December 31, 2025 and

December 31, 2024, is 22,856 and 23,569, respectively.

The functional breakdown, by gender, at 31 December

2025, is as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Breakdown by gender | | | |
|  | Executives | | Other line personnel | |
|  | Men | Women | Men | Women |
| Breakdown by  gender | 82% | 18% | 49% | 51% |

The labour relations between employees and the various

Group companies and, therefore, the Bank are governed

by the related collective agreements or similar

regulations.

The number of employees with disabilities greater than

or equal to 33%, distributed by professional categories

at December 31,  2025 and 2024 , is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 |
| Senior executives | — | — |
| Other executives | 29 | 27 |
| Other employees | 384 | 405 |
| Total | 413 | 432 |

The average number of employees of Banco Santander

with a disability greater than or equal to 33%, during the

year 2025 was 419 (435 at 2024).

#### c) Share-based payments

The main share-based payments granted by the Group in

force at 31 December,  2025  and 2024 are described

below.

i. Bank

The variable remuneration policy for the Bank’s

executive directors and certain executive personnel of

the Bank and of other Group companies includes Bank

share-based payments, the implementation of which

requires, in conformity with the law and the Bank’s

Bylaws, specific resolutions to be adopted by the general

meeting.

147

Were it necessary or advisable for legal, regulatory or

other similar reasons, the delivery mechanisms

described below may be adapted in specific cases

without altering the maximum number of shares linked

to the plan or the essential conditions to which the

delivery thereof is subject.

These adaptations may involve replacing the delivery of

shares with the delivery of cash amounts of an equal

value.

The plans that include share-based payments are as

follows: (i) Deferred and Conditional Variable

Remuneration Plan; (ii) Deferred Multiyear Objectives

Variable Remuneration Plan; (iii) Digital Transformation

Award, (iv) Digital Transformation Award 2022, Digital

Transformation Award 2023 and (vi) PagoNxt incentive

Plan 2024 and 2025 for Santander executives. The

characteristics of the plans are set forth below:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Deferred variable  remuneration  systems | Description and plan beneficiaries | Conditions | Calculation Base |
| (i) Deferred and  conditional  variable  remuneration  plan (2015,  2016, 2017,  2018, 2019,  2020, 2021,  2022, 2023,  2024 and 2025) | The purpose of these cycles is to  defer a portion of the variable  remuneration of the beneficiaries  over a period of  three years  for the  sixth cycles, over  three or  five years  for the fifth, seventh, eighth, ninth,  tenth and eleventh cycles, and over  four or five years for the twelfth  cycle, for it to be paid, where  appropriate, in cash and in  Santander shares. The other portion  of the variable remuneration is also  to be paid in cash and Santander  shares, upon commencement of the  cycles, in accordance with the rules  set forth below.  Beneficiaries:  • Executive directors and certain  executives (including senior  management) and employees  who assume risk, who perform  control functions or receive an  overall remuneration which puts  them on the same remuneration  level as executives and  employees who assume risks  (fifth cycle)  • In the case of the sixth, seventh,  eighth, ninth, tenth, eleventh  twelfth and thirteenth,  fourteenth and fifteenth cycle the  beneficiaries are Material Risk  Takers (Identified staff) that are  not beneficiaries of the Deferred  Multiyear Objectives Variable  Remuneration Plan. | For the fifth and sixth cycles (2015 to 2016), the  accrual of the deferred compensation is conditioned, in  addition to the requirement that the beneficiary  remains in the Group's employ, with the exceptions  included in the plan regulations on none of the  following circumstances existing during the period  prior to each delivery, pursuant to the provisions set  forth in each case in the plan regulations:  • Poor financial performance of the Group.  • Breach by the beneficiary of internal regulations,  including, in particular, those relating to risks.  • Material restatement of the Group's consolidated  financial statements, except when it is required  pursuant to a change in accounting standards.  • Significant changes in the Group’s economic  capital or risk profile.  In the case of the seventh, eighth, ninth, tenth,  eleventh, twelfth, thirteenth, fourteenth and fifteenth  cycles, the accrual of deferred compensation is  conditioned, in addition to the permanence of the  beneficiary in the Bank, with the exceptions contained  in the plan's regulations, to non-occurrence of a poor  performance of the entity as a whole or of a specific  division or area of the entity or of the exposures  generated by the personnel:  i. significant failures in risk management by the  entity , or by a business unit or risk control unit.  ii. the increase suffered by the entity or by a business  unit of its capital needs, not foreseen at the time  of generation of the exposures.  iii. Regulatory sanctions or judicial sentences for  events that could be attributable to the unit or the  personnel responsible for those. Also, the breach  of internal codes of conduct of the entity.  iv. Irregular behaviours, whether individual or  collective, considering in particular the negative  effects derived from the marketing of  inappropriate products and the responsibilities of  the persons or bodies that made those decisions. | Fifth cycle (2015):  • Executive directors and members of the Identified  Staff with total variable remuneration higher than  2.6 million euros:  40%  paid immediately and 60%  deferred over  5 years deferral period.  • Division managers, country heads (of countries  which represent at least 1% of Group's economic  capital), other executives of the Group with a similar  profile and members of the Identified Staff  with  total variable remuneration between  1.7 million  euros (1.8  million in fourth cycle) and 2.6 million  euros: 50% paid immediately and 50%  deferred over  5 years (fifth cycle)  • Other beneficiaries: 60% paid immediately and 40%  deferred over 3 years.  Sixth cycle (2016):  • 60% of bonus will be paid immediately and 40%  deferred over a three years period.  Seventh, eighth, ninth, tenth and eleventh cycle (2017,  2018, 2019, 2020 and 2021):  • Beneficiaries of these plans with target total variable  remuneration higher or equal to 2.7 million euros:  40%  paid immediately and 60% deferred over 5  years  • Beneficiaries of these plans with target total variable  remuneration between 1.7 million euros and 2.7  million euros:  50% paid immediately and 50%paid  over 5 years  • Other beneficiaries of these plans: 60% paid  immediately and 40% deferred over 3 years.  Twelfth (2022),thirteenth (2023), fourteenth (2024)  and fifteenth (2025) cycle:  • Beneficiaries of these plans with target total variable  remuneration higher or equal to 2.7  million euros:  40% paid immediately and 60% deferred over 5  years  • Beneficiaries of these plans with target total variable  remuneration between  1.7  million euros and 2.7  million euros: 50% paid immediately and 50% paid  over 5 years  • Other beneficiaries of these plans: 60% paid  immediately and 40% deferred over 4 years .  T |

148

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Deferred variable  remuneration  systems | Description and plan beneficiaries | Conditions | Calculation Base |
| (ii)Deferred  Multiyear  Objectives  Variable  Remuneration  Plan (2016,  2017, 2018,  2019, 2020,  2021, 2022,  2023, 2024 and  2025) | The aim is simplifying the  remuneration structure, improving  the ex ante risk adjustment and  increasing the impact of the long-  term objectives on the Group’s most  relevant roles. The purpose of these  cycles is to defer a portion of the  variable remuneration of the  beneficiaries over a period of three  or  five years (four  or five years  for  the seventh cycle) for it to be paid,  where appropriate, in cash and in  Santander shares; the other portion  of the variable remuneration is also  to be paid in cash and Santander  shares (regarding the instruments  part, executive directors in the  seventh cycle have the opportunity  to choose all in share options or half  in share options and half in shares),  upon commencement of the cycles,  in accordance with the rules set  forth below. The accrual of the last  third of the deferral (in the case of  3  years deferral), the last 2 fourths (in  the case of 4 years deferral) and the  last three fifths (in the case of 5  years deferral) is also subject to  long-term objectives.  Beneficiaries  Executive directors, senior  management and certain executives  of the Group’s first lines of  responsibility. | In 2016 the accrual is conditioned, in addition to the  permanence of the beneficiary in the Group, with the  exceptions contained in the plan’s regulations, to non-  occurrence of the following circumstances during the  period prior to each of the deliveries in the terms set  forth in each case in the plan’s regulations:  i. Poor performance of the Group.  ii. Breach by the beneficiary of the internal  regulations, including in particular that relating to  risks.  iii. Material restatement of the Group’s consolidated  financial statements, except when appropriate  under a change in accounting regulations.  iv. Significant changes in the Group’s economic  capital or risk profile.  In 2017, 2018, 2019, 2020 and 2021 the accrual is  conditioned, in addition to the beneficiary' permanence  in the Group, with the exceptions contained in the  plan’s regulations, to the non-occurrence of poor  financial performance from the entity as a whole or of  a specific division or area thereof or of the exposures  generated by the personnel, taking into account the  following factors:  v. Significant failures in risk management committed  by the entity, or by a business unit or risk control  unit.  vi. the increase suffered by the entity or by a business  unit of its capital needs, not foreseen at the time  of generation of the exposures.  vii. Regulatory sanctions or court rulings for events  that could be attributable to the unit or the  personnel responsible for those. Also, the breach  of internal codes of conduct of the entity.  viii. Irregular behaviours, whether individual or  collective, considering in particular negative  effects derived from the marketing of  inappropriate products and responsibilities of  persons or bodies that made those decisions.    Paid half in cash and half in shares. In the seventh  cycle, and only for executive directors: half in cash and  25% in share options and 25% in shares (unless the  director chooses to receive options only).  The maximum number of shares to be delivered is  calculated by taking into account the weighted average  daily volume of weighted average prices for the fifteen  trading sessions prior to the previous Friday (excluding)  on the date on which the board decides the bonus for  the Executive directors of the Bank.  In the eighth cycle, and for all Identified Staff: half in  cash and 25% in shares and 25% in share options, or  half in cash and half in shares, according to each  executive´s choice.  In the ninth and tenth cycle, half in cash and half in  shares. | First cycle (2016):  Executive directors and members of the Identified Staff  with total variable remuneration higher than or equal  to 2.7 million euros: 40% paid immediately and 60%  deferred over a 5 years  period.  Senior managers, country heads of countries  representing at least 1% of the Group´s capital and  other members of the identified staff whose total  variable remuneration is between 1.7 million and 2.7  million euros: 50% paid immediately and 50% deferred  over a 5 years period.  Other beneficiaries: 60% paid immediately and 40%  deferred over a 3 years period.  The second, third, fourth, fifth and sixth cycles (2017,  2018, 2019,2020 and 2021 respectively) are under the  aforementioned deferral rules, except that the  variable  remuneration considered is the target for each  executive and not the actual award.  In 2016 the metrics for the deferred portion subject to  long-term objectives (last third or last three fifths,  respectively, for the cases of three years and five years  deferrals) are:  Earnings per share (EPS) growth in 2018 over 2015.  Relative Total Shareholder Return (TSR) in the  2016-2018 period measured against a group of credit  institutions.  Compliance with the fully-loaded common equity tier 1  (“CET1”) ratio target for financial year 2018.  Compliance with Grupo Santander’s underlying return  on risk-weighted assets (“RoRWA”) growth target for  financial year 2018 compared to financial year 2015.  In the second, third, fourth, fifth and sixth cycle (2017,  2018, 2019, 2020 and 2021) the metrics for the  deferred portion subject to long-term objectives (last  third or last three fifths, respectively, for the cases of  three years and five years deferrals) are:  EPS growth in 2019, 2020, 2021, 2022 and 2023 (over  2016, 2017, 2018, 2019 and 2020, for each respective  cycle)  Relative Total Shareholder Return (TSR) measured  against a group of 17 credit institutions (second and  third cycles) in the periods 2017-2019 and 2018-2019,  respectively, and against a group of 9 entities (fourth,  fifth and sixth cycle) for the 2019-2021, 2020-2022  and 2010-2023  period.  Compliance with the fully-loaded common equity tier 1  (“CET1”) ratio target for financial years 2019, 2020,  2021,2022 and 2023, respectively.  In the seventh (2022), eighth cycle (2023), ninth (2025)  and tenth cycle (2025), the metrics for the deferred  portion subject to long-term objectives (two last  fourths and last three fifths, for the cases of four years  and five years deferrals) are:  • Banco Santander's consolidated Return on  tangible equity (RoTE) target in 2024 (7th  cycle) and 2025 (8th cycle) and 2026 (9th  cycle).  • Relative Total Shareholder Return (TSR)  measured against a group of 9 credit  institutions for the period 2022-2024 (7th  cycle), 2023-2025 (8th cycle) and  2024-2026 (9th cycle).  • Progress level in the public targets of our  Sustainability agenda. |

149

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Deferred variable  remuneration  systems | Description and plan beneficiaries | Conditions | Calculation Base |
| (iii) Digital  Transformation  Award (2019,  2020 and 2021) | The 2019, 2020 and 2021 Digital  Transformation Incentive (the  “Digital Incentive”) is a variable  remuneration system that includes  the delivery of Santander shares and  share options.  The aim of the Digital Incentive is to  attract and retain the critical skill  sets to support and accelerate the  digital transformation of the Group.  By means of this program, the Group  offers a remuneration element  which is competitive with the  remuneration systems offered  by  other market operators who also  compete for digital talent.  The number of beneficiaries is  limited to a maximum of 250  employees and the total amount of  the incentive is limited to 30 million  euros. | The funding of this incentive is subject to meeting  important milestones that are aligned with the Group´s  digital roadmap and have been approved by the board  of directors, taking into account the digitalization  strategy of the Group, with the aim of becoming the  best open, responsible global financial services  platform.  Performance of 2019 incentive was measured based on  achievement of the following milestones: (i) Launch of  a Global Trade Services (GTS) platform; (ii) launch of a  Global Merchant Services (GMS) platform; (iii)  migration of our fully digital bank, OpenBank, to a  "next generation" platform and launch in 3 markets;  (iv) extension of SuperDigital in Brazil to at least one  other country; (v) and launch of our international  payments app based on blockchain Pago FX to non-  Santander customers.  The milestones for the 2020 Digital Transformation  Award were: (i) rolling out the global merchant services  (GMS) platform in 3 new geographies, enhancing the  platform functionality and achieving volume targets for  transactions and participating merchants; (ii) doing the  commercial rollout of the global trade services (GTS)  platform in 8 new geographies, enhancing platform  functionality, and achieving  volume targets for on-  boarded clients and monthly active users; (iii)  launching OpenBank in a new market and migrating  the retail banking infrastructure to “new-mode” bank;  (iv) launch the global platform SuperDigital in at least 4  countries, driving target active user growth; (v)  deploying machine learning across pre-defined  markets for 4 priority use cases, rolling out Conversion  Rate Optimization (Digital marketing) for at least 40  sales programs, delivering profit targets, and driving  reduction of agent handled calls in contact centers; (vi)  successfully implementing initiatives related to on-  board and identity services, common API (application  programming interface) layer, payment hubs, mobile  app for SMEs and virtual assistant services; and (vii)  launching the PagoFX global platform in at least 4  countries.  The milestones for 2021 were: (i)in relation to Pago Nxt  Consumer payment platform: implementation of  Superdigital platform in seven countries, acquisition of  over 1.5 million active customer base and accelerating  growth through B2B (business to business) and B2B2C  (business to business to customer) partnerships,  acquiring more than 50% of the new customers  through these channels, which are more cost-effective;  (ii)in relation to Digital Consumer Bank: launching  online API for checkout lending in the European Union  and completion of controllable items for Openbank  launch in USA; (iii)in relation to One Santander  strategy: implementation in Europe of One Common  Mobile Experience and, specifically, implementation of  Europe ONE app for individual customers in at least  three of the four countries by December 2021; and be  among the three-top rated entities in terms of Mobile  NetPromoter Score (Mobile NPS) in at least two of the  four countries by December 2021; (iv) In relation to  cloud adoption: host 75% of migratable virtual  machines on cloud technology (either public cloud or  OHE) by December 2021. For these purposes,  mainframes, physical servers and servers with non-x86  operating systems will be considered non-migratable. | The Digital Incentive is structured 50% in Santander  shares and 50% in options over Santander shares,  taking into account the fair value of the option at the  moment in which they are granted. For Material Risk  Takers subject to five years deferrals, the Digital  Incentive (shares and options over shares) shall be  delivered in thirds, on the third, fourth and fifth  anniversary from their granting. For Material Risk  Takers subject to three years deferrals and employees  not subject to deferrals, delivery shall be done on the  third anniversary from their granting.  Any delivery of shares, either directly or via exercise of  options overs shares, will be subject generally to the  Group’s general malus & clawback provisions as  described in the Group’s remuneration policy and to the  continuity of the beneficiary within the Group  Santander. In this regard, the board may define specific  rules for non-Identified Staff.  Vested share options can be exercised until maturity,  with all options lapsing after ten years (for granting the  2019 incentive) and eight years (for granting the 2020  and 2021 incentive).  The total achievement for 2021 Digital Incentive was  77.5% (85% en 2020 and 83% en 2019). |

150

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Deferred variable  remuneration  systems | Description and plan beneficiaries | Conditions | Calculation base |
| (iv) Digital  Transformation  Award (2022) | The board of directors approved the  2022 Digital  Transformation Incentive. It is a variable  remuneration scheme  splits in two different blocks:  • The first one, with the same  mechanism than previous years,  that delivers Santander shares and  share options if the group hits major  milestones on its digital roadmap. This  is aimed at a group of up to 250 (is  limited to 30 million euros)employees  whose functions are deemed essential  to Santander’s growth.  • And the second one, which delivers  PagoNxt, S.L. RSUs and premium prices  options (PPOs), and is aimed at up to 50  employees (and limited to 15 million  euros) whose roles are considered key  to PagoNxt’s success.  The aim of the Digital Incentive is to  attract and retain the critical skill sets to  support and accelerate the digital  transformation of the Group. By means  of this program, the Group offers a  remuneration element which is  competitive with the remuneration  systems offered  by other market  operators who also compete for digital  talent. | Performance of the first block of the  incentive shall be  measured based on achievement of the following  milestones:  i. Edelweiss: Our Santander future retail architecture  EDELWEISS will mean moving from our current Core  centric banking architecture towards a Customer and  Data-Centric Core supported by lean Record  Processing engines.  ii. Simplification: Speed up the simplification of our  technology platform and business model by Reducing  the total number of applications in production and  reducing number of products in the regions.  iii. Agile: Agile ways of working enable a better and  faster reaction to customers’ needs and is based on a  value-driven delivery that increases efficiency by  reducing time-to-market and development costs, and  increasing quality. People working in Agile are more  collaborative, engaged, empowered and creative.  iv. In Digital Consumer Bank:  a) To create the BNPL platform connected to at least  one merchant in Netherlands and Germany, and to  make sure the platform is ready to connect in Spain.  b) To support the definition of Openbank US’s IT digital  strategy and achieve 2022 milestones in it.  c) To have the new leasing platform connected to  dealers in Italy.  d) To expand the Wabi B2B online business to  Germany. To execute the first B2B deal with an  Original Equipment Manufacturer or mobility player in  at least one country. To expand coches.com business  and platform to Portugal.  And in regard to the second block of digital incentive:  the consolidation of PagoNxt Core Perimeter. | The first block of thee Digital Incentive is structured  50% in Santander shares and 50% in options over  Santander shares, taking into account the fair value  of the option at the moment in which they are  granted. For Material Risk Takers subject to five  years deferrals, the Digital Incentive (shares and  options over shares) shall be delivered in thirds, on  the third, fourth and fifth anniversary from their  granting. For Material Risk Takers subject to three  years deferrals and employees not subject to  deferrals, delivery shall be done on the third  anniversary from their granting.  Any delivery of shares, either directly or via exercise  of options overs shares, will be subject generally to  the Group’s general malus & clawback provisions as  described in the Group’s remuneration policy and to  the continuity of the beneficiary within the Grupo  Santander. In this regard, the board may define  specific rules for non-Identified Staff.  Vested share options can be exercised until maturity,  with all options lapsing after ten years .  The total achievement for 2022 Digital Incentive  was 96.5%.  The second block of Digital Incentive is structures in  restricted stock units (RSUs) and premium priced  Options (PPOs) of PagoNxt, S.L. in a percentage  determined by the internal category of the  beneficiary. The total achievement for 2022 was  100%. |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| (v) Digital  Transformation  Award (2023) | The board of directors approved the  2023 Digital  Transformation Incentive. It is a variable  remuneration scheme  which delivers  PagoNxt, S.L. RSUs and premium prices  options (PPOs), and is aimed at up to  50  employees (and limited to  15 million  euros) whose roles are considered key  to PagoNxt’s success.  With this program, the Group offers a  remuneration element which is  competitive with the remuneration  systems offered  by other market  operators who also compete for digital  talent. | And the performance conditions were focus on key  digital projects related with PagoNxt's main  businesses (Trade, Merchant and Payments) in its core  geographies. | This incentive  is structures in restricted stock units  (RSUs) and premium priced Options (PPOs) of  PagoNxt S.L. in a percentage determined by the  internal category of the beneficiary. The average  achievement for 2023 was 88%. |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| (vi) PagoNxt  incentive Plan  2024 and 2025  for Santander  executives | The board of directors approved the  PagoNxt incentive Plan 2024 and 2025  Incentive. It is a variable remuneration  scheme  which delivers PagoNxt, S.L.  RSUs, and is aimed at approximately  to  50 - 60 employees whose roles are  considered key to PagoNxt’s success.  With this program, the Group offers a  remuneration element which is  competitive with the remuneration  systems offered  by other market  operators who also compete for digital  talent. | And the performance conditions were focus on key  digital projects related with PagoNxt's main  businesses (Trade, Merchant and Payments) in its core  geographies. | This incentive  is structures in restricted stock units  (RSUs) of PagoNxt S.L. in a percentage determined  by the internal category of the beneficiary. The  average achievement for 2024 was 77% and  85% in  2025. |

151

ii. Fair value

The fair value of the performance share plans was

calculated as follows:

– Deferred variable compensation plan linked to

multi-year objectives 2024  and 2025 :

The Group calculates at the grant date the fair value of

the plan based on the valuation report of an independent

expert, Willis Towers Watson. According to the design of

the plan for 2024  and   2025   and the levels of

achievement of similar plans in comparable entities, it

has been considered that the fair value is  70%.

43. Other general

#### administrative expenses

a) Breakdown

The detail of Other general administrative expenses in

the accompanying income statements for  2025  and

2024  is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Technology and systems | 802 | 761 |
| Fixtures and supplies | 102 | 124 |
| Other administrative expenses | 717 | 734 |
| Technical reports | 165 | 148 |
| Advertising | 99 | 98 |
| Per diems and travel expenses | 68 | 66 |
| Surveillance and cash courier  services | 40 | 39 |
| Communications | 39 | 33 |
| Taxes other than income tax | 47 | 61 |
| Insurance premiums | 16 | 19 |
| Total | 2,095 | 2,083 |

#### b) Technical reports and other

Technical reports include the fees from the various

Group companies (detailed in the accompanying

appendices) for the services provided by their respective

auditors, with the following detail:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025A | 2024A |
| Audit | 118.5 | 122.3 |
| Audit-related services | 15.0 | 13.6 |
| Tax services | 0.1 | 0.9 |
| All other | 7.1 | 7.4 |
| Total | 140.7 | 144.2 |

A. Of  those corresponding to Banco Santander, S.A. EUR 35.1  million,

EUR 2.9 million , EUR 0 million and EUR 1.5 million, respectively, as of

December 31, 2025 (EUR 32.3 million, EUR 3.6 million , EUR 0.1

million and EUR 1.1 million, respectively, as of December 31, 2024);

and Branches of Banco Santander, S.A., EUR 1.0 million, EUR 1.2

million, EUR 0 million and EUR 0 million, respectively, as of December

31, 2025 (EUR 0.7 million, EUR 1.9 million, EUR 0 million and EUR 0

million, respectively, as of December 31, 2024).

Additionally, the firm BDO has performed audit and

audit-related services totaling 1.9 million. The audit

services and main non-audit services included for each

item in the above breakdown are detailed as follows:

• Audit services: audit of the individual and

consolidated financial statements of Banco

Santander and its subsidiaries (of which PwC or

another network firm is the external auditor); audit

of the interim consolidated financial statements of

Banco Santander; integrated audits prepared in order

to file the Form 20-F  with the SEC  and the internal

control audits (SOx) for required Group's entities;

limited reviews of financial statements; and

regulatory reports required to the external auditors

regarding several  Grupo Santander entities.

• Audit-related services: issuance of comfort letters,

verification services of financial and non-financial

information required by regulators, and other

reviews of documentation to be submitted to

domestic or foreign authorities that, due to their

nature, the external auditor typically provides.

• Tax services: tax compliance and advisory services

provided to Group companies outside Spain, which

have no direct effect on the audited financial

statements and are permitted in accordance with the

applicable independence regulations.

• Other services: agreed-upon procedure reports,

assurance reports and special reports performed

under the accepted profession's standards; as well as

other reports required by the regulators.

152

The 'Audit' heading includes the fees for the year's audit,

regardless of the date the audit was completed. Any

subsequent adjustments, which are not significant, are

shown in this note for each year for comparison

purposes. The fees corresponding to the rest of the

services are shown by reference to when the audit

committee approved them.

The services commissioned from the Group's auditors

meet the independence requirements under applicable

European and Spanish law, the SEC rules and the Public

Company Accounting Oversight Board (PCAOB),

applicable to the Group, and did not involve in any

case the performance of any work that is incompatible

with the auditor's role.

Lastly, the Group commissioned services from audit

firms other than PwC amounting to EUR  155.9 million in

2025  (EUR 206.2 million in 2024 ).

#### c) Number of branches

The number of offices according to their geographical

location at 31 December 2025  and  2024 is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Number of branches | | |
|  | Group | |
| 2025 | 2024 |
| Spain | 1,674 | 1,877 |
| Group | 5,450 | 6,209 |
|  | 7,124 | 8,086 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Number of branches | | |
|  | Of which, Banco Santander | |
| 2025 | 2024 |
| Spain | 1,630 | 1,800 |
| International | 11 | 10 |
| Total | 1,641 | 1,810 |

44. Impairment or reversal of

#### the impairment of investments in subsidiaries, joint ventures

#### and associates or non-financial

#### assets

The detail of ‘Impairment losses on other assets (net)’ in

the accompanying income statements for 2025 and

2024 is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Investments in subsidiaries, joint  ventures or associates (note 13) | 1,498 | (241) |
| Non-financial assets (notes 15  and 16) | (13) | (3) |
| Total | 1,485 | (244) |

45. Gains or losses on non-

financial assets and

#### investments, net

The detail of ‘Gains/(losses) on disposal of assets not

classified as non-current assets held for sale’ in the

accompanying income statements for 2025 and 2024 is

as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| On disposal of tangible assets | — | 5 |
| On disposal of investments in  subsidiaries, jointly controlled  entities and associates | 11 | 5 |
| Total | 11 | 10 |

153

46. Gains or losses on non-

#### current assets held for sale not classified as discontinued operations

The detail of ‘Gains/(losses) on non-current assets held

for sale not classified as discontinued operations’ in the

accompanying income statements for  2025  and  2024  is

as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Impairment of non-current assets  held for sale (note 12) | (38) | (61) |
| Gain / (loss) on disposal | 4 | 3 |
| Total | (34) | (58) |

47. Related parties

The parties related to Banco Santander are deemed to

include, in addition to its subsidiaries, associates and

jointly controlled entities, Banco Santander's key

management personnel (the members of its Board of

Directors and the executive vice presidents, together

with their close family members) and the entities over

which the key management personnel may exercise

significant influence or control.

Following is a detail of the transactions performed by

Banco Santander with its related parties at 31 December

2025 and 2024, distinguishing between subsidiaries,

joint venture entities and associated entities, members

of Banco Santander's board of directors, Banco

Santander's executive vice presidents, and other related

parties, Related party transactions were made on terms

equivalent to those that prevail in arm's-length

transactions or, when this was not the case, the related

compensation in kind was recognized.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | 2025 | | | |
|  | Subsidiaries, joint  ventures and  associated entities | Members of the  Board of Directors A | Senior  ManagementA | Other related  parties A |
|  | | | | |
| Assets | 151,454 | — | 18 | 295 |
| Equity instruments | 98,356 | — | — | — |
| Debt instruments | 15,314 | — | — | 2 |
| Loans and advances | 37,784 | — | 18 | 274 |
| From which: impaired financial assets | 56 | — | — | — |
| Others | — | — | — | 19 |
| Liabilities | 32,039 | 10 | 5 | 376 |
| Deposits credit institution and clients | 28,881 | 10 | 5 | 376 |
| Marketable debt securities | 3,158 | — | — | — |
| Income statement | 7,464 | — | — | 7 |
| Interest and similar income | 1,673 | — | — | 8 |
| Interest expense and similar charges | (955) | — | — | (4) |
| Interest from equity instruments | 6,070 | — | — | — |
| Gains / (Losses) on financial instruments and other | 3 | — | — | — |
| Fee and commission income | 816 | — | — | 4 |
| Fee and commission expense | (143) | — | — | (1) |
| Other | 22,717 | 4 | 3 | 189 |
| Contingent liabilities | 13,534 | 3 | 2 | 61 |
| Contingent commitments | 9,183 | 1 | 1 | 38 |
| Financial instruments - derivatives | — | — | — | 90 |

A.  Includes transactions carried out with both Banco Santander and with other entities of Grupo Santander.

154

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | 2024 | | | |
|  | Subsidiaries, joint  ventures and  associated entities | Members of the  board of directors A | Senior  Management | Other related  parties A |
|  | | | | |
| Assets | 148,025 | — | 14 | 226 |
| Equity instruments | 100,142 | — | — | — |
| Debt instruments | 17,429 | — | — | 5 |
| Loans and advances | 30,454 | — | 14 | 221 |
| From which: impaired financial assets | 158 | — | — | — |
| Liabilities | 21,703 | 9 | 7 | 292 |
| Deposits credit institution and clients | 20,558 | 9 | 7 | 292 |
| Marketable debt securities | 1,145 | — | — | — |
| Income statement | 10,181 | — | — | 4 |
| Interest and similar income | 1,998 | — | — | 9 |
| Interest expense and similar charges | (544) | — | — | (5) |
| Interest from equity instruments | 7,803 | — | — | — |
| Gains / (Losses) on financial instruments and other | 828 | — | — | — |
| Fee and commission income | 132 | — | — | 1 |
| Fee and commission expense | (36) | — | — | (1) |
| Other | 17,889 | 4 | 3 | 216 |
| Contingent liabilities | 7,796 | 3 | 2 | 64 |
| Contingent commitments | 10,093 | 1 | 1 | 20 |
| Financial instruments - derivatives | — | — | — | 132 |

A. Includes transactions carried out with both Banco Santander and with other entities of Grupo Santander .

In addition to the above breakdown, pension-linked

insurance contracts with insurance undertakings

belonging to the Santander Group amounted to EUR 173

million as at 31 December 2025 (EUR 186 million as at

31 December 2024).

155

48. Fair value of financial

#### instruments

#### a) Detail

The following table summarises the fair values, at

the end of each of the years indicated, of the

financial assets and liabilities listed below,

classified according to the different valuation

methodologies used by the Bank to determine their

fair value:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million | | | | | | |
|  | 2025 | | | 2024 | | |
|  | Published  price  quotations in  active  Markets  (Level 1) | Internal Models  (Level 2 and 3) | Total | Published  price  quotations in  active  Markets  (Level 1) | Internal Models  (Level 2 and 3) | Total |
| Financial assets held for trading | 75,490 | 106,454 | 181,944 | 59,302 | 101,123 | 160,425 |
| Non-trading financial assets mandatorily at  fair value through profit or loss | 9 | 1,914 | 1,923 | 21 | 2,106 | 2,127 |
| Financial assets designated at fair value  through profit or loss | — | 4,898 | 4,898 | — | 4,826 | 4,826 |
| Financial assets at fair value through other  comprehensive income | 6,136 | 9,584 | 15,720 | 9,511 | 5,801 | 15,312 |
| Hedging derivatives (assets) | — | 1,359 | 1,359 | — | 1,917 | 1,917 |
| Financial liabilities held for trading | 31,512 | 105,372 | 136,884 | 26,037 | 93,112 | 119,149 |
| Financial liabilities designated at fair value  through profit or loss | — | 38,710 | 38,710 | — | 33,257 | 33,257 |
| Hedging derivatives (liabilities) | — | 2,284 | 2,284 | — | 2,516 | 2,516 |

Grupo Santander has developed a formal process for

the systematic valuation and management of financial

instruments, which has been implemented worldwide

across all the Group´s units. The governance scheme for

this process, applicable to the Bank, distributes

responsibilities between  two independent divisions:

Treasury (development, marketing and daily

management of financial products) and Risk (on

a periodic basis, validation of pricing models and daily

risk certification of market data, computation of risk

metrics, new transaction approval policies,

management control  of market risk and

implementation of fair value adjustment policies).

The approval of new products follows a sequence of

steps (request, development, validation, integration in

corporate systems and quality assurance) before the

product is brought into production. This process ensures

that pricing systems have been properly reviewed and

are stable before they are used.

The following subsections set forth the most important

products and families of derivatives, and the related

valuation techniques and inputs, by asset class:

Interest rate and inflation

The fixed income asset class includes basic instruments

such as interest rate forwards, interest rate swaps and

cross currency swaps, which are valued using the net

present value of the estimated future cash flows

discounted taking into account basis (swap and cross

currency spreads) determined on the basis of the

payment frequency and currency of each leg of the

derivative. Vanilla options, including caps, floors and

swaptions, are priced using the Black-Scholes model,

which is one of the benchmark industry models. More

exotic derivatives are priced using more complex

models which are generally accepted as standard

across institutions.

156

These pricing models are fed with observable market

data such as deposit interest rates, futures rates, cross

currency swap and constant maturity swap rates, and

basis spreads, on the basis of which different yield

curves, depending on the payment frequency, and

discounting curves are calculated for each currency. In

the case of options, implied volatilities are also used as

model inputs. These volatilities are observable in the

market for cap and floor options and swaptions, and

interpolation and extrapolation of volatilities from the

quoted ranges are carried out using generally accepted

industry models. The pricing of more exotic derivatives

may require the use of non-observable data or

parameters, such as correlation (among interest rates

and cross-asset), mean reversion rates and prepayment

rates, which are usually defined from historical data or

through calibration.

Inflation-related assets include zero-coupon or year-

on-year inflation-linked bonds and swaps, valued with

the present value method using forward estimation and

discounting. Derivatives on inflation indices are priced

using standard or more complex internal models.

Valuation inputs of these models consider inflation-

linked swap spreads observable in the market and

estimations of inflation seasonality, on the basis of

which a forward inflation curve is calculated. Also,

implied volatilities taken from zero-coupon and year-

on-year inflation options are also inputs for the pricing

of more complex derivatives.

Equity and foreign exchange

The most important products in these asset classes are

forward and futures contracts; they also include vanilla,

listed and OTC (Over-The-Counter) derivatives on single

underlying assets and baskets of assets. Vanilla options

are priced using the standard Black-Scholes model and

more exotic derivatives involving forward returns,

average performance, or digital, barrier or callable

features are priced using generally accepted industry

models or internal models, as appropriate. For

derivatives on illiquid stocks, hedging takes into

account the liquidity constraints in models.

The inputs of equity models consider yield curves, spot

prices, dividends, asset funding costs (repo margin

spreads), implied volatilities, correlation among equity

stocks and indices, and cross-asset correlation. Implied

volatilities are obtained from market quotes of

European and American-style vanilla call and put

options. Various interpolation and extrapolation

techniques are used to obtain continuous volatility for

illiquid stocks. Dividends are usually estimated for the

mid and long term. Correlations are implied, when

possible, from market quotes of correlation-dependent

products. In all other cases, proxies are used for

correlations between benchmark underlyings or

correlations are obtained from historical data.

The inputs of foreign exchange models include the yield

curve for each currency, the spot foreign exchange rate,

the implied volatilities and the correlation among

assets of this class. Volatilities are obtained from

European call and put options which are quoted in

markets as of-the-money, risk reversal or butterfly

options. Illiquid currency pairs are usually handled by

using the data of the liquid pairs from which the illiquid

currency can be derived. For more exotic products,

unobservable model parameters may be estimated by

fitting to reference prices provided by other non-quoted

market sources.

Credit

The most common instrument in this asset class is the

credit default swap (CDS), which is used to hedge credit

exposure to third parties. In addition, models for first-

to-default (FTD), n-to-default (NTD) and single-tranche

collateralised debt obligation (CDO) products are also

available. These products are valued with standard

industry models, which estimate the probability of

default of a single issuer (for CDS) or the joint

probability of default of more than one issuer for FTD,

NTD and CDO.

Valuation inputs are the yield curve, the CDS spread

curve and the recovery rate. For indices and important

individual issuers, the CDS spread curve is obtained in

the market. For less liquid issuers, this spread curve is

estimated using proxies or other credit-dependent

instruments. Recovery rates are usually set to standard

values. For listed single-tranche CDO, the correlation of

joint default of several issuers is implied from the

market. For FTD, NTD and internal CDO, the correlation

is estimated from proxies or historical data when no

other option is available.

Valuation adjustment for counterparty risk or default

risk

The Credit valuation adjustment (CVA) is a valuation

adjustment to over-the-counter (OTC) derivatives as a

result of the risk associated with the credit exposure

assumed to each counterparty.

The CVA is calculated taking into account potential

exposure to each counterparty in each future period.

The CVA for a specific counterparty is equal to the sum

of the CVA for all the periods. The following inputs are

used to calculate the CVA:

• Expected exposure: including for each transaction

the mark-to-market (MtM) value plus an add-on for

the potential future exposure for each period.

Mitigating factors such as collateral and netting

agreements are taken into account, as well as a

temporary impairment factor for derivatives with

interim payments.

157

• Severity: percentage of final loss assumed in a

counterparty credit event/default.

• Probability of default: for cases where there is no

market information (the CDS quoted spread curve,

etc.), proxies based on companies holding

exchange-listed CDS, in the same industry and with

the same external rating as the counterparty, are

used.

• Discount factor curve.

The Debit Valuation Adjustment (DVA) is a valuation

adjustment similar to the CVA but, in this case, it arises

as a result of the Bank’s own risk assumed by its

counterparties in OTC derivatives.

The CVA at 31 December 2025 , at a consolidated level,

amounted to EUR 224 million (resulting in a decrease of

17.6% compared to 31 December 2024 ) and DVA

amounted to EUR 285 million  (resulting in a decrease of

10.1%  compared to 31 December 2024). These

decreases are primarily due to the performance of

credit markets, with lower spreads compared to

December 2024, and secondarily to changes in the

composition of certain derivatives portfolios.

Furthermore, the observed reduction in CVA is

influenced by changes in the calculation models

applicable to certain clients.

Regarding the Bank, At the end of December 2025,  CVA

amounted to EUR 130 million (EUR 180 million to 31

December 2024) and DVA amounted to EUR 134 million

(EUR 134 million to 31 December 2024).

In addition, the Group amounts the funding fair value

adjustment (FFVA) is calculated by applying future

market funding spreads to the expected future funding

exposure of any uncollateralised component of the OTC

derivative portfolio. This includes the uncollateralised

component of collateralised derivatives in addition to

derivatives that are fully uncollateralised. The expected

future funding exposure is calculated by a simulation

methodology, where available. The FFVA impact is not

material for the annual accounts as of 31 December

2025 and 2024.

During 2025, the Group has continued to apply the

criteria for classifying financial instruments within the

levels of the fair value hierarchy established to comply

with regulatory expectations. These criteria, based on

information from the price contributors and real market

transactions, represent a significant reduction in the use

of expert judgement to determine observability and

allow the measurement of the significance of non-

observable valuation inputs based on objective criteria.

There has been an increase in instruments classified as

Level 3, especially during the last quarter of the year.

This increase is due to higher holding volumes of some

of these instruments in the portfolio due to new trading

activity. No significant reclassifications were detected

due to changes in the market observability of the

valuation inputs for the remaining positions. The main

increases include long-term repo/reverse repo

transactions, illiquid equities in non-trading portfolios,

and syndicated loans with an HTC&S business model for

which there is no observable market price based on the

criteria used.

In 2025, the amount reclassified to Level 3 by Banco

Santander totalled EUR 266 million (EUR 754 million in

2024). This was mainly due to reclassifications to Level

3 of loan positions for which there was reduced access

to price contributors and actual market transactions

demonstrating their observability, and, to a lesser

extent, to certain debt instruments which, based on the

Bank’s criteria, do not meet the requirements to be

considered observable instruments.

Valuation adjustments due to model risk

The valuation models described above do not involve a

significant level of subjectivity, since they can be

adjusted and recalibrated, where appropriate, through

internal calculation of the fair value and subsequent

comparison with the related actively traded price.

However, valuation adjustments may be necessary

when market quoted prices are not available for

comparison purposes.

The sources of risk are associated with uncertain model

parameters, illiquid underlying issuers, and poor quality

market data or missing risk factors (sometimes the best

available option is to use limited models with

controllable risk). In these situations, the Group and the

Bank calculate and apply valuation adjustments in

accordance with common industry practice. The main

sources of model risk are described below:

• In the interest rate markets, the sources of model

risk include interest rate indexes correlations, basis

spread modelling, the risk of calibrating model

parameters and the treatment of near-zero or

negative interest rates. Other sources of risk arise

from the estimation of market data, such as

volatilities or yield curves, whether used for

estimation or cash flow discounting purposes.

• In the stock markets, the sources of model risk

include forward skew modelling, the impact of

stochastic interest rates, correlation and multi-curve

modelling. Other sources of risk arise from

managing hedges of digital callable and barrier

option payments. Also worthy of consideration as

sources of risk are the estimation of market data

such as dividends and correlation for quanto and

composite basket options.

158

• For specific financial instruments relating to home

mortgage loans secured by financial institutions in

the UK (which are regulated and partially financed

by the Government) and property asset derivatives,

the main input is the Halifax House Price Index

(HPI). In these cases, risk assumptions include

estimations of the future growth and the volatility

of the HPI, the mortality rate and the implied credit

spreads.

• Inflation markets are exposed to model risk

resulting from uncertainty around modelling the

correlation structure among various Consumer Price

Index (CPI) rates. Another source of risk may arise

from the bid-offer spread of inflation-linked swaps.

• The currency markets are exposed to model risk

resulting from forward skew modelling and the

impact of stochastic interest rate and correlation

modelling for multi-asset instruments. Risk may

also arise from market data, due to the existence of

specific illiquid foreign exchange pairs.

• The most important source of model risk for credit

derivatives relates to the estimation of the

correlation between the probabilities of default of

different underlying issuers. For illiquid underlying

issuers, the CDS spread may not be well defined.

Set forth below are the financial instruments of Grupo

Santander at fair value whose measurement was based

on internal models (levels 2 and 3) at 31 December

2025 and  2024 :

159

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | Fair values calculated  using internal models at | |  |  |
|  | 2025  A | |  |  |
|  | Level 2 | Level 3 | Valuation techniques | Main assumptions |
| ASSETS | 163,796 | 18,487 |  |  |
| Financial assets held for trading | 139,293 | 6,496 |  |  |
| Central banks B | 14,191 | 441 | Present value method | Yield curves, FX market prices |
| Credit institutionsB | 25,815 | 152 | Present value method | Yield curves, FX market prices |
| CustomersB | 27,986 | 4,592 | Present value method | Yield curves, FX market prices |
| Debt and equity instruments | 14,470 | 340 | Present value method | Yield curves, FX market prices |
| Derivatives | 56,831 | 971 |  |  |
| Swaps | 39,716 | 551 | Present value method,  Gaussian CopulaC | Yield curves, FX market prices, HPI,  Basis, Liquidity |
| Exchange rate options | 1,332 | 39 | Black-Scholes Model | Yield curves, Volatility surfaces, FX  market prices, Liquidity |
| Interest rate options | 1,490 | 39 | Black's Model, multifactorial  advanced models interest rate | Yield curves, Volatility surfaces, FX  market prices, Liquidity |
| Interest rate forwards | 177 | — | Present value method | Yield curves, FX market prices |
| Index and securities options | 439 | 120 | Black's Model, multifactorial  advanced models interest rate | Yield curves, Volatility surfaces, FX  & EQ market prices, Dividends,  Liquidity |
| Other | 13,677 | 222 | Present value method,  Advanced stochastic volatility  models and other | Yield curves, Volatility surfaces, FX  and EQ market prices, Dividends,  Correlation, HPI, Credit, Others |
| Hedging derivatives | 3,924 | 7 |  |  |
| Swaps | 3,690 | 7 | Present value method | Yield curves, FX market prices,  Basis |
| Interest rate options | 91 | — | Black's Model | Yield curves, FX market prices,  Volatility surfaces |
| Other | 143 | — | Present value method,  Advanced stochastic volatility  models and other | Yield curves, Volatility surfaces, FX  market prices, Credit, Liquidity,  Others |
| Non-trading financial assets  mandatorily at fair value through  profit or loss | 2,465 | 2,889 |  |  |
| Equity instruments | 899 | 2,543 | Present value method | Market price, Interest rates curves,  Dividends and Others |
| Debt securities | 54 | 175 | Present value method | Yield curves |
| Loans and receivables | 1,512 | 171 | Present value method, swap  asset model & CDS | Yield curves and Credit curves |
| Financial assets designated at fair  value through profit or loss | 5,152 | 34 |  |  |
| Central banks | — | — | Present value method | Yield curves, FX market prices |
| Credit institutions | 413 | — | Present value method | Yield curves, FX market prices, HPI |
| Customers | 4,725 | 14 | Present value method | Yield curves, FX market prices |
| Debt securities | 14 | 20 | Present value method | Yield curves, FX market prices |
| Financial assets  at fair value through  other comprehensive  income | 12,962 | 9,061 |  |  |
| Equity instruments C | 19 | 272 | Present value method | Yield curves, Market price,  Dividends and Others |
| Debt securities | 6,819 | 887 | Present value method | Yield curves, FX market prices |
| Loans and receivables  C | 6,124 | 7,902 | Present value method | Yield curves, FX market prices and  Credit curves |

160

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | Fair values calculated  using internal models at | |  |  |
|  | 2025  A | |  |  |
|  | Level 2 | Level 3 | Valuation techniques | Main assumptions |
| LIABILITIES B | 198,377 | 1,110 |  |  |
| Financial liabilities held for trading B | 133,490 | 864 |  |  |
| Central banksB | 12,385 | — | Present value method | FX market prices, Yield curves |
| Credit institutionsB | 27,058 | — | Present value method | FX market prices, Yield curves |
| Customers | 36,120 | — | Present value methodC | FX market prices, Yield curves |
| Derivatives | 50,248 | 864 |  |  |
| Swaps | 33,597 | 418 | Present value method, Gaussian  Copula | Yield curves, FX market prices, Basis,  Liquidity, HPI |
| Exchange rate options | 903 | 34 | Black's Model, multifactorial  advanced models interest rate | Yield curves, Volatility surfaces, FX &  EQ market prices, Dividends,  Liquidity |
| Forwards on interest rate and  variable income | 1,951 | 95 | Black-Scholes Model | Yield curves, Volatility surfaces, FX  market prices |
| Index and securities options | 1,094 | 151 | Black-Scholes Model | Yield curves, FX market prices,  Liquidity |
| Interest rate and equity futures | 121 | — | Present value method | Yield curves, Volatility surfaces, FX  & EQ market prices, Dividends,  Correlation, Liquidity, HPI |
| Other | 12,582 | 166 | Present value method, Advanced  stochastic volatility models and  others | Yield curves, Volatility surfaces, FX  & EQ market prices, Dividends,  Correlation, HPI, Credit, Others |
| Short positions | 7,679 | — | Present value method | Yield curves ,FX market prices,  Equity |
| Hedging derivatives | 4,229 | 19 |  |  |
| Swaps D | 4,191 | 19 | Present value method | Yield curves, FX market prices |
| Interest rate options | — | — | Black's Model | Yield curves , Volatility surfaces, FX  market prices and Liquidity |
| Other | 38 | — | Present value method, Advanced  stochastic volatility models and  other | Yield curves , Volatility surfaces, FX  market prices, Credit, Liquidity,  Other |
| Financial liabilities designated at fair  value through profit or loss | 42,148 | — | Present value method | Yield curves, FX market prices |
| Liabilities under insurance contracts | 18,510 | 227 | Present Value Method with  actuarial techniques | Mortality tables and interest rate  curves |

A. Level 2 internal models use data based on observable market parameters, while level 3 internal models use significant non-observable inputs in market

data.

B. Includes mainly temporary acquisitions/disposals of assets with corporate clients and, to a lesser extent, with central banks.

C. Includes mainly syndicated loans under the HTC&S business model.

D. It mainly includes short-term deposits that are managed based on their fair value.

161

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | Fair values calculated  using internal models at | |  |
|  | 2024 A | |  |
|  | Level 2 | Level 3 | Valuation techniques |
| ASSETS | 163,941 | 15,319 |  |
| Financial assets held for trading | 138,176 | 3,930 |  |
| Central banks B | 12,966 | — | Present value method |
| Credit institutionsB | 26,546 | 769,000,000 | Present Value method |
| CustomersB | 24,602 | 1,801 | Present Value method |
| Debt and equity instruments | 11,115 | 413 | Present Value method |
| Derivatives | 62,947 | 947 |  |
| Swaps | 47,519 | 556 | Present Value method, Gaussian Copula |
| Exchange rate options | 1,583 | 2 | Black-Scholes Model |
| Interest rate options | 1,879 | 30 | Black's Model, advanced multifactor interest rate  models |
| Interest rate futures | 1,445 | — | Present Value method |
| Index and securities options | 465 | 241 | Black's Model, advanced multifactor interest rate  models |
| Other | 10,056 | 118 | Present Value method, Advanced stochastic volatility  models and other |
| Hedging derivatives | 5,652 | 20 |  |
| Swaps | 5,390 | 20 | Present Value method |
| Interest rate options | 2 | — | Black’s Model |
| Other | 260 | — | Present Value method, Advanced stochastic volatility  models and other |
| Non-trading financial assets mandatorily at  fair value through profit or loss | 1,505 | 2,588 |  |
| Equity instruments | 763 | 1,841 | Present Value method |
| Debt securities issued | 205 | 242 | Present Value method |
| Loans and receivables | 537 | 505 | Present Value method, swap asset model & CDS |
| Financial assets designated at fair value  through profit or loss | 5,065 | 106 |  |
| Credit institutions | 408 | — | Present Value method |
| Customers | 4,590 | 20 | Present Value method |
| Debt securities | 67 | 86 | Present Value method |
| Financial assets  at fair value through other  comprehensive  income | 13,543 | 8,675 |  |
| Equity instruments | 5 | 375 | Present Value method |
| Debt securities | 9,644 | 1,047 | Present Value method |
| Loans and receivables C | 3,894 | 7,253 | Present Value method |

162

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | Fair values calculated  using internal models at | |  |
|  | 2024A | |  |
|  | Level 2 | Level 3 | Valuation techniques |
| LIABILITIES | 179,766 | 1,352 |  |
| Financial liabilities held for trading | 121,243 | 934 |  |
| Central banks B | 13,300 | — | Present Value method |
| Credit institutionsB | 26,284 | — | Present Value method |
| Customers | 18,984 | — | Present Value method |
| Derivatives | 56,205 | 934 |  |
| Swaps | 41,283 | 479 | Present Value method, Gaussian Copula |
| Interest rate options | 2,295 | 79 | Black's Model, advanced multifactor interest  rate models |
| Exchange rate options | 1,057 | — | Black-Scholes Model |
| Index and securities options | 1,160 | 294 | Black's Model, advanced multifactor interest  rate models |
| Interest rate and equity futures | 1,276 | — | Present Value method |
| Other | 9,134 | 82 | Present Value method, Advanced stochastic  volatility models and other |
| Short positions | 6,470 | — | Present Value method |
| Hedging derivatives | 4,740 | 12 |  |
| Swaps | 4,618 | 12 | Present Value method |
| Interest rate options | 3 | — | Black’s Model |
| Other | 119 | — | Present Value method, Advanced stochastic  volatility models and other |
| Financial liabilities designated at fair value  through profit or loss  D | 36,200 | 160 | Present Value method |
| Liabilities under insurance contracts | 17,583 | 246 | Present Value method with actuarial  techniques |

A. Level 2 internal models use data based on observable market parameters, while level 3 internal models use significant non-observable inputs in market

data.

B. Includes mainly temporary acquisitions/disposals of assets with corporate clients and, to a lesser extent, with central banks.

C. Includes mainly syndicated loans under the HTC&S business model.

D. Includes, mainly, short-term deposits that are managed based on their fair value.

163

The same information from the previous table, but referred to Banco Santander, S.A., is presented below:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | Fair values calculated using  internal models at | |  |  |
|  | 2025 A | |  |  |
|  | Level 2 | Level 3 | Valuation techniques | Main assumptions |
| ASSETS | 111,039 | 13,170 |  |  |
| Financial assets held for trading | 100,305 | 6,149 |  |  |
| Central banks B | 217 | 441 | Present value method | Yield curves, FX market prices |
| Credit institutionsB | 26,197 | 152 | Present value method | Yield curves, FX market prices |
| CustomersB | 26,643 | 4,592 | Present value method | Yield curves, FX market prices |
| Debt and equity instruments | 1,934 | 199 | Present value method | Yield curves, FX market prices |
| Derivatives | 45,314 | 765 |  |  |
| Swaps | 36,434 | 638 | Present value method, Gaussian  CopulaC | Yield curves, FX market prices, HPI,  Basis, Liquidity |
| Exchange rate options | 865 | 7 | Black-Scholes Model | Yield curves, Volatility surfaces, FX  market prices, Liquidity |
| Interest rate options | 1,470 | 34 | Black-Scholes Model | Yield curves, Volatility surfaces, FX  market prices |
| Interest rate futures | 349 | — | Black-Scholes Model | Yield curves, FX market prices,  Liquidity |
| Index and securities options | 94 | 84 | Present value method | Yield curves, Volatility surfaces, FX  & EQ market prices, Dividends,  Liquidity |
| Other | 6,102 | 2 | Present value method, Advanced  stochastic volatility models and  other | Yield curves, Volatility surfaces, FX  and EQ market prices, Dividends,  Correlation, HPI, Credit, Others |
| Hedging derivatives | 1,345 | 14 |  |  |
| Swaps | 1,345 | 14 | Present value method | Yield curves, FX market prices,  Basis |
| Exchange rate options | — | — | Black-Scholes Model | Yield curves, Volatility surfaces, FX  market prices, Liquidity |
| Interest rate options | — | — | Black´s Model | Yield curves, FX market prices,  Volatility surfaces |
| Non-trading financial assets  mandatorily at fair value through  profit or loss | 963 | 951 |  |  |
| Equity instruments | 38 | 911 | Present value method | Market price, Interest rates curves,  Dividends and Others |
| Debt securities | 2 | 40 | Present value method | Yield curves |
| Loans and receivables | 923 | — | Present value method, swap asset  model & CDS | Yield curves and Credit curves |
| Financial assets designated at fair  value through profit or loss | 4,898 | — |  |  |
| Credit institutions | 557 | — | Present value method | Interest rates curves, FX market  prices, HPI |
| Customers | 4,341 | — | Present value method | Interest rates curves, FX market  prices |
| Financial assets at fair value through  other comprehensive income | 3,528 | 6,056 |  |  |
| Equity instruments | — | 107 | Present value method | Market price, Interest rates curves,  Dividends and Others |
| Debt securitiesC | 118 | 271 | Present value method | Interest rates curves, FX market  prices |
| Loans and receivablesC | 3,410 | 5,678 | Present value method | Interest and credit curves, FX  market prices |

164

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | Fair values calculated using  internal models at | |  |  |
|  | 2025A | |  |  |
|  | Level 2 | Level 3 | Valuation techniques | Main assumptions |
| LIABILITIES | 145,112 | 1,254 |  |  |
| Financial liabilities held for trading | 104,628 | 744 |  |  |
| Central banks B | 5,465 | — | Present value method | Interest rates curves, FX market  prices |
| Credit institutionsB | 30,602 | — | Present value method | Interest rates curves, FX market  prices |
| Customers | 28,599 | — | Present value method C | Interest rates curves, FX market  prices |
| Derivatives | 39,962 | 744 |  |  |
| Swaps | 30,563 | 488 | Present value method, Gaussian  Copula | Yield curves, FX market prices,  Basis, Liquidity, HPI |
| Exchange rate options | 797 | 5 | Black's Model, multifactorial  advanced models interest rate | Yield curves, Volatility surfaces, FX  & EQ market prices, Dividends,  Liquidity |
| Index and securities options | 1,656 | 79 | Black-Scholes Model | FX market prices, Yield curves,  Volatility surfaces |
| Interest rate options | 819 | 165 | Black-Scholes Model | Yield curves, FX market prices,  Liquidity |
| Futures on interest rate and variable  income | 47 | — | Present value method | Yield curves, FX market prices,  Equity |
| Other | 6,080 | 7 | Present value method, Advanced  stochastic volatility models | Yield curves, Volatility surfaces, FX  & EQ market prices, Dividends,  Correlation, Liquidity, HPI, Credit,  Others |
| Hedging derivatives | 2,265 | 19 |  |  |
| SwapsD | 2,265 | 19 | Present value method | Yield curves ,FX market prices |
| Exchange rate options | — | — | Black-Scholes Model | Yield curves, Volatility surfaces, FX  market prices, Liquidity |
| Interest rate options | — | — | Black's Model | Yield curves , Volatility surfaces, FX  market prices, Liquidity |
| Other | — | — | Present value method, Advanced  stochastic volatility models and  other | Yield curves , Volatility surfaces, FX  market prices, Credit, Liquidity,  Other |
| Financial liabilities designated at fair  value through profit or loss | 38,219 | 491 |  |  |
| Central banks | 3,086 | — | Present value method | Yield curves, FX market prices |
| Credit institutions | 1,521 | — | Present value method | Yield curves, FX market prices |
| Customers | 33,612 | 491 | Present value method | Yield curves, FX market prices |
| Liabilities under insurance contracts | — | — | Present Value Method with  actuarial techniques | Mortality tables and interest rate  curves |

A. Level 2 internal models use data based on observable market

parameters, while level 3 internal models use significant non-

observable inputs in market data.

B. Includes mainly short-term loans/deposits and repurchase/reverse

repurchase with corporate customers (mainly brokerage and

investment companies).

C. Includes, mainly, structured loans to corporate clients.

D. Includes, mainly, short-term deposits that are managed based on

their fair value.

165

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | Fair values calculated using  internal models at | |  |
|  | 2024A | |  |
|  | Level 2 | Level 3 | Valuation techniques |
| ASSETS | 106,339 | 9,434 |  |
| Financial assets held for trading | 97,361 | 3,762 |  |
| Central banks B | 1,239 | — | Present value method |
| Credit institutions  B | 22,659 | 768 | Present value method |
| CustomersB | 21,768 | 1,800 | Present value method |
| Debt and equity instruments | 323 | 259 | Present value method |
| Derivatives | 51,372 | 935 |  |
| Swaps | 38,847 | 688 | Present value method, Gaussian Copula |
| Exchange rate options | 8,247 | 9 | Black’s Model, multifactorial advanced models interest  rate |
| Interest rate options | 1,949 | 37 | Black-Scholes Model |
| Interest rate futures | 1,045 | — | Black-Scholes Model |
| Index and securities options | 277 | 144 | Present value method |
| Other | 1,007 | 57 | Present value method, Advanced stochastic volatility  models and other |
| Hedging derivatives | 1,889 | 28 |  |
| Swaps | 1,837 | 28 | Present value method |
| Exchange rate options | 2 | — | Black-Scholes Model |
| Interest rate options | 50 | — | Black-Scholes Model |
| Non-trading financial assets mandatorily at fair value  through profit or loss | 1,125 | 981 |  |
| Equity instruments | 32 | 938 | Present value method |
| Debt securities | 161 | 43 | Present value method |
| Loans and receivables | 932 | 0 | Present value method |
| Financial assets designated at fair value through profit  or loss | 4,826 | — |  |
| Credit institutions | 580 | — | Present value method |
| Customers | 4,246 | — | Present value method |
| Financial assets at fair value through other  comprehensive income D | 1,138 | 4,663 |  |
| Equity instruments | — | 88 | Present value method |
| Debt securities | 12 | 506 | Present value method |
| Loans and receivables | 1,126 | 4,069 | Present value method |

166

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | Fair values calculated using internal models  at | |  |
|  | 2024 A | |  |
|  | Level 2 | Level 3 | Valuation techniques |
| LIABILITIES | 127,590 | 1,295 |  |
| Financial liabilities held for trading | 92,064 | 1,048 |  |
| Central banks  B | 9,122 | — | Present value method |
| Credit institutions  B | 24,884 | — | Present value method |
| Customers | 13,503 | — | Present value method |
| Derivatives | 44,555 | 1,048 |  |
| Swaps | 31,589 | 654 | Present value method, Gaussian Copula |
| Exchange rate options | 7,584 | — | Black-Scholes Model |
| Index and securities options | 2,243 | 85 | Black's Model, advanced multifactor interest rate  models |
| Interest  rate options | 1,036 | 232 | Black-Scholes Model |
| Futures on interest rate and variable income | 697 | — | Present value method |
| Other | 1,406 | 77 | Present value method, Advanced stochastic  volatility models |
| Hedging derivatives | 2,504 | 12 |  |
| Swaps | 2,449 | 11 | Present value method |
| Exchange rate options | — | — | Black-Scholes Model |
| Interest rate options | 55 | 1 | Black's Model |
| Other | — | — | Present value method, Advanced stochastic  volatility models and other |
| Financial liabilities designated at fair value  through profit or loss  D | 33,022 | 235 |  |
| Central banks | 1,774 | — | Present value method |
| Credit institutions | 2,107 | — | Present value method |
| Customers | 29,141 | 235 | Present value method |
| Liabilities under insurance contracts | — | — | Present Value Method with actuarial techniques |

A. Level 2 internal models use data based on observable market parameters, while level 3 internal models use significant non-observable inputs in market

data.

B. Includes mainly temporary acquisitions/disposals of assets with corporate clients and, to a lesser extent, with central banks.

C. Includes mainly syndicated loans under the HTC&S business model.

D. Includes, mainly, short-term deposits that are managed based on their fair

167

#### b) Financial Instruments (level 3)

Financial Instruments (level 3)

Set forth below are the Group and the Bank´s main

financial instruments measured using unobservable

market data as significant inputs of the internal models

(level 3):

• HTC&S (Held to collect and sale) syndicated loans

classified in the fair value category with changes in

other comprehensive income, where the cost of

liquidity is not directly observable in the market, as

well as the prepayment option in favour of the

borrower.

• Repos and reverse repos classified as financial assets

held for trading, whose valuation uses significant

unobservable inputs, mainly associated with credit

adjustments, liquidity and certain specific

characteristics of the counterparty and the collateral.

• Illiquid equity in non-trading portfolios, classified at

fair value through profit or loss and at fair value

through equity.

• Instruments in Santander UK’s portfolio (loans, debt

securities and derivatives) linked to the House Price

Index (HPI). Even if the valuation techniques used for

these instruments may be the same as those used to

value similar products (present value in the case of

loans and debt securities, and the Black-Scholes model

for derivatives), the main factors used in the valuation

of these instruments are the HPI spot rate, the growth

and volatility thereof, and the mortality rates, which

are not always observable in the market and,

accordingly, these instruments are considered illiquid.

• Callable interest rate derivatives (Bermudan-style

options) where the main unobservable input is mean

reversion of interest rates.

• Trading derivatives on interest rates, taking as an

underlying asset titling and with the amortization rate

(CPR, Conditional prepayment rate) as unobservable

main entry.

• Derivatives from trading on inflation in Spain, where

volatility is not observable in the market.

• Equity volatility derivatives, specifically indices and

equities, where volatility is not observable in the long

term.

• Derivatives on long-term interest rate and FX in some

units (mainly South America) where for certain

underlyings it is not possible to demonstrate

observability to these terms.

• Debt instruments referenced to certain illiquid interest

rates, for which there is no reasonable market

observability.The measurements obtained using the

internal models might have been different if other

methods or assumptions had been used with respect

to interest rate risk, to credit risk, market risk and

foreign currency risk spreads, or to their related

correlations and volatilities. Nevertheless, the Banco

Santander considers that the fair value of the financial

assets and liabilities recognised in the   balance sheet

and the gains and losses arising from these financial

instruments are reasonable.

The net amount recognised in profit or loss for 2025

arising from valuation models whose significant inputs

are unobservable market data (Level 3) amounted to a

profit of EUR 75 million for the Bank. In 2024, the net

amount recognised in profit or loss was a profit of EUR

471 million.

The table below shows the effect, at 31 December   2025

and 2024 on the fair value of the main financial

instruments classified as level 3 of a reasonable change

in the assumptions used in the valuation. This effect was

determined by applying the probable valuation ranges of

the main unobservable inputs detailed in the following

table:

168

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |
| Portfolio/Instrument | Valuation technique | Main unobservable inputs | Range | Weighted average | Impacts (EUR million) | |
| (Level 3) | Unfavourable  scenario | Favourable  scenario |
| Financial assets held for trading |  |  |  |  |  |  |
| Loans and advances to  customers |  |  |  |  |  |  |
| Repos/Reverse repos | Market proxy | Price / Credit spread | n.a. | n.a. | (10.50) | 10.50 |
| Debt securities |  |  |  |  |  |  |
| Corporate debt | Discounted Cash Flows | Credit spread | 0% - 10% | 5.10% | (2.24) | 2.29 |
| Government debt | Discounted Cash Flows | Discount curve | 0% - 8% | 4.00% | (9.21) | 9.24 |
| Others | Discounted Cash Flows | Credit spread | 10% - 90% | 35.50% | (1.32) | 0.62 |
| Derivatives |  |  |  |  |  |  |
| Cap&Floor | Modelo de Black Scholes | Volatility | (6.50)bps - 6.50bps | 1.00pbs | (0.38) | 0.52 |
| CCS | Discounted Cash Flows | Credit spread | 146.3% - 148.3% | 147.30% | (0.01) | 0.01 |
| EQ Options | EQ option pricing model | Volatility | 0% - 70% | 40.50% | (0.17) | 0.24 |
| EQ Options | Local volatility | Volatility | 10% - 90% | 50.00% | (18.86) | 18.86 |
| Fx Options | Fx option pricing model | Volatility | 0% - 40% | 19.80% | (0.50) | 0.49 |
| FX Forward | Forward estimation | Swap Rate | 0% - 15% | 8.10% | (0.01) | 0.02 |
| Inflation Derivatives | Asset Swap model | Inflation Swap Rate | 2% - 8% | 4.90% | (0.18) | 0.17 |
| IR Options | IR option pricing model | Volatility | 0% - 30% | 14.80% | (0.19) | 0.19 |
| IR Options | INF option pricing model | Volatility | 0% - 30% | 14.90% | (0.63) | 0.63 |
| IRS | Others | Others | 5% - n.a. | n.a. | (11.24) | 8.23 |
| IRS | Discounted Cash Flows | Credit spread | 19.6% - 127.5% | 50.50% | (2.10) | 0.84 |
| IRS | Discounted Cash Flows | Inflation Swap Rate | 1.0% - 99.0% | 99.00% | — | 1.41 |
| Others | Forward estimation | Price | 60bps - 300bps | 179.80 | (3.48) | 3.47 |
| Property derivatives | Option pricing model | Growth rate | (5)% - 5% | 0.00% | (2.64) | 2.64 |
| Securitisation Swap | Discounted Cash Flows | Constant prepayment rates | 10% - 90% | 50.00% | — | — |
| Financial assets designated at fair  value through profit or loss |  |  |  |  |  |  |
| Loans and advances to  customers |  |  |  |  |  |  |
| Loans | Discounted Cash Flows | Credit spreads | 0.1% - 3% | 1.60% | (0.12) | 0.12 |
| Mortgage portfolio | Black Scholes model | Growth rate | (5)% - 5% | 0.00% | (0.23) | 0.23 |
| Debt securities |  |  |  |  |  |  |
| Other debt securities | Others | Inflation Swap Rate | 0% - 8% | 4.10% | — | — |
| Non-trading financial assets  mandatorily at fair value through  profit or loss |  |  |  |  |  |  |

169

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2025 |  |  |  |  |  |  |
| Portfolio/Instrument | Valuation technique | Main unobservable inputs | Range | Weighted average | Impacts (EUR million) | |
| (Level 3) | Unfavourable  scenario | Favourable  scenario |
| Debt securities |  |  |  |  |  |  |
| Property securities | Probability weighting | Growth rate | (5)% - 5% | 0.00% | (0.11) | 0.11 |
| Equity instruments |  |  |  |  |  |  |
| Equities | Price Based | Price | 90% - 110% | 100.00% | (254.29) | 254.29 |
| Financial assets at fair value  through other comprehensive  income |  |  |  |  |  |  |
| Loans and advances to customers |  |  |  |  |  |  |
| Loans | Discounted Cash Flows | Credit spread | n.a. | n.a. | (2.33) | 2.33 |
| Loans | Discounted Cash Flows | Interest rate curve | 6.1% - 7.2% | 6.60% | — | — |
| Loans | Discounted Cash Flows | Margin of a reference portfolio | 3% - 7% | 5% | (0.25) | 0.25 |
| Loans | Present value method | Credit spread | 121.9bps - 174.7 bps | 121.9bps | (1.60) | — |
| Loans | Market price | Market price | (0.3)% - 0.1% | (0.30)% | (2.70) | 0.54 |
| Debt securities |  |  |  |  |  |  |
| Mortgage Letters | Discounted Cash Flows | Mortgage Letters | 3.4% - 5.5% | 4.50% | — | — |
| Equity instruments |  |  |  |  |  |  |
| Equities | Price Based | Price | 90% - 110% | 100.00% | (27.16) | 27.16 |
| Financial liabilities held for  trading |  |  |  |  |  |  |
| Derivatives |  |  |  |  |  |  |
| Cap&Floor | Volatility option model | Volatility | 10% - 90% | 43.80% | (0.09) | 0.07 |
| FX Options | Volatility option model | Volatility | 10% - 90% | 42.30% | (0.33) | 0.22 |
| IRS | Discounted Cash Flows | Inflation Swap Rate | 1% - 99% | 50.40% | (1.38) | 1.40 |
| IRS | Discounted Cash Flows | Credit Spread | 8.4bps - 19.2bps | 10.70bps | (2.42) | 0.66 |

1. For each instrument, the valuation technique, the unobservable inputs are shown in the 'Main observable inputs' column under probable scenarios, variation range, average value and impact resulting from

valuing the position in the established maximum and minimum range.

2. The breakdown of impacts is shown by type of instrument and unobservable inputs.

3. The estimation of the range of variation of the unobservable inputs has been carried out taking into account plausible movements of said parameters depending on the type of instrument.

4. Zero impacts from fully hedged or back-to-back transactions have not been included in this exercise.

170

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2024 |  |  |  |  |  |  |
| Portfolio/  Instrument | Valuation technique | Main unobservable inputs | Range | Weighted  average | Impacts (EUR million) | |
| (Level 3) | Unfavourable  scenario | Favourable  scenario |
|  | | | | | | |
| Financial assets held for trading |  |  |  |  |  |  |
| Loans and advances to customers |  |  |  |  |  |  |
| Repos/Reverse repos | Other | Long-term repo spread | n.a. | n.a. | (0.05) | — |
| Debt securities |  |  |  |  |  |  |
| Corporate debt | Discounted Cash Flows | Credit spread | 0% - 10% | 5.10% | (2.24) | 2.29 |
| Government debt | Discounted Cash Flows | Discount curve | 0% - 8% | 4.00% | (9.21) | 9.24 |
| Others | Discounted Cash Flows | Credit spread | 10% - 90% | 35.50% | (1.32) | 0.62 |
| Derivatives |  |  |  |  |  |  |
| Cap&Floor | Forward estimation | Interest rate | (2)bps - 2bps | 0.00bps | — | — |
| CCS | Discounted Cash Flows | Credit spread | 158% - 165% | 161.50% | (0.01) | 0.01 |
| CDS | Price | Credit spread | 100% - 250% | 178.83% | (0.09) | 0.10 |
| EQ Options | EQ option pricing model | Volatility | 0% - 70% | 41.25% | (0.48) | 0.69 |
| EQ Options | Local volatility | Volatility | 10% - 90% | 50.00% | (21.54) | 21.54 |
| FX Forward | Forward estimation | Swap Rate | 0% - 15% | 8.08% | (0.06) | 0.07 |
| FX Options | FX option pricing model | Volatility | 0% - 40% | 20.10% | (0.65) | 0.66 |
| Inflation Derivatives | Asset Swap model | Inflation Swap Rate | 2% - 8% | 4.78% | (0.21) | 0.18 |
| IR Options | IR option pricing model | Volatility | 0% - 30% | 17.34% | (0.16) | 0.22 |
| IRS | Others | Others | 5% - n.a. | n.a. | (4.09) | — |
| IRS | Discounted Cash Flows | Credit spread | 47.8% - 273.4% | 155.36% | (1.91) | 1.74 |
| IRS | Discounted Cash Flows | Swap rate | 1% - 99% | 49.58% | (2.45) | 2.41 |
| Others | Forward estimation | Price | 60bps - 300bps | 181.50bps | (3.00) | 3.08 |
| Property derivatives | Option pricing model | Growth rate | (5)% - 5% | 0.00% | (3.39) | 3.39 |
| Securitisation Swap | Discounted Cash Flows | Constant prepayment rates | 10% - 90% | 50.00% | (0.63) | 0.63 |
| Financial assets designated at fair  value through profit or loss |  |  |  |  |  |  |
| Loans and advances to customers |  |  |  |  |  |  |
| Loans | Discounted Cash Flows | Credit spreads | 0.1% - 2.0% | 1.05% | (0.15) | 0.15 |
| Mortgage portfolio | Black Scholes model | Growth rate | (5)% - 5% | 0.00% | (0.24) | 0.24 |
| Debt securities |  |  |  |  |  |  |
| Other debt securities | Others | Inflation Swap Rate | 0% - 8% | 3.96% | (3.63) | 3.55 |
| Non-trading financial assets  mandatorily at fair value through  profit or loss |  |  |  |  |  |  |
| Debt securities |  |  |  |  |  |  |

171

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2024 |  |  |  |  |  |  |
| Portfolio/  Instrument | Valuation technique | Main unobservable inputs | Range | Weighted  average | Impacts (EUR million) | |
| (Level 3) | Unfavourable  scenario | Favourable  scenario |
| Property securities | Probability weighting | Growth rate | (5)% - 5% | 0.00% | (0.24) | 0.24 |
| Equity instruments |  |  |  |  |  |  |
| Equities | Price Based | Price | 90% - 110% | 100.00% | (183.98) | 183.98 |
| Financial assets at fair value  through other comprehensive  income |  |  |  |  |  |  |
| Loans and advances to customers |  |  |  |  |  |  |
| Loans | Discounted Cash Flows | Credit spread | n.a. | n.a. | (18.61) | — |
| Loans | Discounted Cash Flows | Interest rate curve | 3.4% - 6.5% | 4.95% | (0.17) | 0.17 |
| Loans | Discounted Cash Flows | Margin of a reference portfolio | (1)bps - 1bps | 0bps | (30.36) | 30.36 |
| Loans | Forward estimation | Credit spread | 150bps - 232bps | 150bps | (1.96) | — |
| Loans | Market price | Market price | (5)% - 20% | 0.01% | (4.91) | 1.23 |
| Debt securities |  |  |  |  |  |  |
| Corporate debt | Discounted Cash Flows | Margin of a reference portfolio | (1)bps - 1bps | -0.09bps | (0.09) | 0.09 |
| Mortgage Letters | Discounted Cash Flows | Mortgage Letters | 1.6% - 5.2% | 3.40% | — | — |
| Equity instruments |  |  |  |  |  |  |
| Equities | Price Based | Price | 90% - 110% | 100.00% | (37.56) | 37.56 |
| Financial liabilities held for  trading |  |  |  |  |  |  |
| Derivatives |  |  |  |  |  |  |
| Cap&Floor | Volatility option model | Volatility | 10% - 90% | 42.20% | (0.11) | 0.07 |
| FX Options | Volatility option model | Volatility | 10% - 90% | 45.30% | (0.03) | 0.02 |
| IRS | Discounted Cash Flows | Inflation Swap Rate | 1% - 99% | 47.12% | (4.77) | 4.24 |
| IRS | Discounted Cash Flows | Credit spread | 34bps - 68bps | 44bps | (4.09) | 1.65 |

1. For each instrument, the valuation technique, the unobservable inputs are shown in the 'Main observable inputs' column under probable scenarios, variation range, average value and impact resulting from valuing the

position in the established maximum and minimum range.

2. The breakdown of impacts is shown by type of instrument and unobservable inputs.

3. The estimation of the range of variation of the unobservable inputs has been carried out taking into account plausible movements of said parameters depending on the type of instrument.

4. Zero impacts from fully hedged or back-to-back transactions have not been included in this exercise.

172

Lastly, the changes in the financial instruments classified as Level 3, at Grupo Santander, in  2025  and 2024:

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | 01/01/2025 |  | Changes | | | | | |  | 31/12/2025 |
| EUR million | Fair value  calculated using  internal models  (Level 3) |  | Purchases/  Issuances | Sales/  Settlements | Changes in fair  value recognised  in profit or loss | Changes in fair  value  recognised in  equity | Level  reclassifications | Other |  | Fair value calculated  using internal models  (level 3) |
| Financial assets held for trading | 3,930 |  | 5,353 | (2,748) | 57 | — | (9) | (87) |  | 6,496 |
| Customers | 1,801 |  | 4,450 | (1,711) | 52 | — | 2 | (2) |  | 4,592 |
| Debt securities | 413 |  | 110 | (112) | (13) | — | (21) | (37) |  | 340 |
| Equity instruments | — |  | — | — | — | — | — | — |  | — |
| Trading derivatives | 947 |  | 228 | (181) | 14 | — | 10 | (47) |  | 971 |
| Swaps | 556 |  | 1 | (81) | (30) | — | (21) | 126 |  | 551 |
| Exchange rate options | 2 |  | — | — | 5 | — | 19 | 13 |  | 39 |
| Interest rate options | 30 |  | 6 | — | 1 | — | 20 | (18) |  | 39 |
| Index and securities options | 241 |  | 1 | (41) | 37 | — | (5) | (113) |  | 120 |
| Other | 118 |  | 220 | (45) | 1 | — | 3 | (75) |  | 222 |
| Financial assets at fair value through profit or loss | 106 |  | 33 | (100) | (5) | — | — | — |  | 34 |
| Loans and advances to customers | 20 |  | — | — | (5) | — | — | (1) |  | 14 |
| Debt securities | 86 |  | 33 | (100) | — | — | — | 1 |  | 20 |
| Non-trading financial assets mandatorily at fair value through profit or loss | 2,588 |  | 324 | (191) | 360 | — | (266) | 74 |  | 2,889 |
| Customers | 505 |  | — | — | (36) | — | (266) | (32) |  | 171 |
| Debt instruments | 242 |  | 24 | (40) | (27) | — | — | (24) |  | 175 |
| Equity instruments | 1,841 |  | 300 | (151) | 423 | — | — | 130 |  | 2,543 |
| Financial assets at fair value through other comprehensive income | 8,675 |  | 7,635 | (6,159) | — | (73) | 57 | (1,074) |  | 9,061 |
| Loans and advances | 7,253 |  | 7,259 | (5,621) | — | (87) | 97 | (999) |  | 7,902 |
| Debt securities | 1,047 |  | 360 | (530) | — | 16 | (40) | 34 |  | 887 |
| Equity instruments | 375 |  | 16 | (8) | — | (2) | — | (109) |  | 272 |
| TOTAL ASSETS | 15,319 |  | 13,345 | (9,198) | 405 | (73) | (222) | (1,089) |  | 18,487 |
| Financial liabilities held for trading | 934 |  | 160 | (206) | (59) | — | 16 | 19 |  | 864 |
| Trading derivatives | 934 |  | 160 | (206) | (59) | — | 16 | 19 |  | 864 |
| Swaps | 479 |  | 1 | (88) | (90) | — | 19 | 97 |  | 418 |
| Exchange rate options | — |  | — | (1) | 2 | — | 18 | 15 |  | 34 |
| Interest rate options | 79 |  | — | (25) | 17 | — | (3) | 27 |  | 95 |
| Index and securities options | 294 |  | 1 | (83) | 6 | — | (4) | (63) |  | 151 |
| Others | 82 |  | 158 | (9) | 6 | — | 5 | (76) |  | 166 |
| Hedging derivatives (Liabilities) | 12 |  | — | (1) | 14 | — | (6) | — |  | 19 |
| Swaps | 12 |  | — | — | 14 | — | (6) | (1) |  | 19 |
| Financial liabilities designated at fair value through profit or loss | 160 |  | — | (49) | — | — | (111) | — |  | — |
| Liabilities under insurance contracts | 246 |  | — | — | (19) | — | — | — |  | 227 |
| TOTAL LIABILITIES | 1,352 |  | 160 | (256) | (64) | — | (101) | 19 |  | 1,110 |

173

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  | 01/01/24 |  | Changes | | | | | |  | 31/12/24 |
| EUR million | Fair value  calculated using  internal models  (level 3) |  | Purchases /  Issuances | Sales/  Settlements | Changes in fair  value recognized  in profit or loss | Changes in fair  value recognized  in equity | Level  reclassifications | Other |  | Fair value  calculated using  internal models  (level 3) |
| Financial assets held for trading | 2,086 |  | 3,205 | (813) | 302 | — | (715) | (135) |  | 3,930 |
| Equity instruments | 1 |  | — | — | (1) | — | — | — |  | — |
| Trading derivatives | 1,147 |  | 272 | (405) | 350 | — | (338) | (79) |  | 947 |
| Swaps | 577 |  | 184 | (278) | 186 | — | (152) | 39 |  | 556 |
| Exchange rate options | 9 |  | — | (1) | — | — | (6) | — |  | 2 |
| Interest rate options | 153 |  | 13 | (42) | (20) | — | (74) | — |  | 30 |
| Index and securities options | 235 |  | 42 | (44) | 128 | — | (106) | (14) |  | 241 |
| Other | 173 |  | 33 | (40) | 56 | — | — | (104) |  | 118 |
| Swaps | — |  | — | — | 15 | — | (1) | 6 |  | 20 |
| Loans and advances to customers | 31 |  | — | — | (5) | — | (23) | 17 |  | 20 |
| Non-trading financial assets mandatorily at fair value through profit or  loss | 2,095 |  | 719 | (349) | 73 | — | 132 | (82) |  | 2,588 |
| Customers | 287 |  | 390 | (128) | (31) | — | 41 | (54) |  | 505 |
| Debt instruments | 313 |  | 4 | (96) | 10 | — | 11 | — |  | 242 |
| Equity instruments | 1,495 |  | 325 | (125) | 94 | — | 80 | (28) |  | 1,841 |
| Financial assets at fair value through other comprehensive income | 5,989 |  | 6,707 | (3,781) | — | (136) | 6 | (110) |  | 8,675 |
| Loans and advances | 4,938 |  | 5,962 | (3,685) | — | 43 | — | (5) |  | 7,253 |
| Debt securities | 559 |  | 743 | (81) | — | (74) | 6 | (106) |  | 1,047 |
| Equity instruments | 492 |  | 2 | (15) | — | (105) | — | 1 |  | 375 |
| TOTAL ASSETS | 10,351 |  | 11,048 | (5,243) | 403 | (136) | (779) | (325) |  | 15,319 |
| Financial liabilities held for trading | 869 |  | 472 | (200) | (95) | — | (266) | 154 |  | 934 |
| Trading derivatives | 869 |  | 472 | (200) | (95) | — | (266) | 154 |  | 934 |
| Swaps | 388 |  | 371 | (20) | (205) | — | (105) | 50 |  | 479 |
| Exchange rate options | 8 |  | — | (5) | — | — | (3) | — |  | — |
| Interest rate options | 139 |  | — | (54) | 3 | — | (10) | 1 |  | 79 |
| Index and securities options | 187 |  | 54 | (14) | 113 | — | (40) | (6) |  | 294 |
| Securities and interest rate futures | — |  | — | — | — | — | — | — |  | — |
| Others | 147 |  | 47 | (107) | (6) | — | (108) | 109 |  | 82 |
| Swaps | 6 |  | — | — | — | — | — | 6 |  | 12 |
| Financial liabilities designated at fair value through profit or loss | 29 |  | 41 | (5) | 1 | — | 94 | — |  | 160 |
| Liabilities under insurance contracts | 323 |  | — | — | (26) | — | — | (51) |  | 246 |
| TOTAL LIABILITIES | 1,227 |  | 513 | (205) | (120) | — | (172) | 109 |  | 1,352 |

174

The same information on the movement of financial instruments classified in Level 3, but referred to Banco Santander, S.A., in 2025  and 2024, is presented below:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | 01/01/2025 | Changes | | | | | | 31/12/2025 |
| EUR million | Fair value  calculated using  internal models  (Level 3) | Purchases/  Issuances | Sales/  Settlements | Changes in fair  value  recognised in  profit or loss | Changes in fair  value  recognised in  equity | Level  reclassifications | Other | Fair value  calculated using  internal models  (level 3) |
| Financial assets held for trading | 3,762 | 5,216 | (2,662) | 44 | — | (196) | (15) | 6,149 |
| Central Banks | — | 437 | — | 4 | — | — | — | 441 |
| Credit entities | 768 | 128 | (744) | — | — | — | — | 152 |
| Loans and advances to customers | 1,800 | 4,449 | (1,711) | 52 | — | 2 | — | 4,592 |
| Debt instruments and equity instrument | 259 | 197 | (39) | — | — | (218) | — | 199 |
| Trading derivatives | 935 | 5 | (168) | (12) | — | 20 | (15) | 765 |
| Swaps | 688 | 4 | (98) | (15) | — | 19 | 40 | 638 |
| Exchange rate options | 9 | — | — | 3 | — | (5) | — | 7 |
| Interest rate options | 37 | — | (15) | 1 | — | 15 | (4) | 34 |
| Index and securities options | 144 | 1 | (51) | (2) | — | (7) | (1) | 84 |
| Other | 57 | — | (4) | 1 | — | (2) | (50) | 2 |
| Hedging derivatives (Assets) | 28 | — | — | (10) | — | (4) | — | 14 |
| Swaps | 28 | — | — | (10) | — | (4) | — | 14 |
| Financial assets at fair value through profit or loss | — | — | — | — | — | — | — | — |
| Credit entities | — | — | — | — | — | — | — | — |
| Loans and advances to customers | — | — | — | — | — | — | — | — |
| Debt securities | — | — | — | — | — | — | — | — |
| Non-trading financial assets mandatorily at fair value through profit or loss | 981 | 167 | (46) | 38 | — | 8 | (197) | 951 |
| Customers | — | — | — | — | — | — | — | — |
| Debt securities | 43 | 1 | (3) | (1) | — | — | — | 40 |
| Equity instruments | 938 | 166 | (43) | 39 | — | 8 | (197) | 911 |
| Financial assets at fair value through other comprehensive income | 4,663 | 5,277 | (3,922) | — | (44) | 97 | (15) | 6,056 |
| Loans and advances | 4,069 | 4,996 | (3,415) | — | (54) | 97 | (15) | 5,678 |
| Debt securities | 506 | 269 | (506) | — | 2 | — | — | 271 |
| Equity instruments | 88 | 12 | (1) | — | 8 | — | — | 107 |
| TOTAL ASSETS | 9,434 | 10,660 | (6,630) | 72 | (44) | (95) | (227) | 13,170 |
| Financial liabilities held for trading | 1,048 | 2 | (211) | (18) | — | (52) | (25) | 744 |
| Trading derivatives | 1,048 | 2 | (211) | (18) | — | (52) | (25) | 744 |
| Swaps | 654 | 1 | (96) | (61) | — | (13) | 3 | 488 |
| Exchange rate options | — | — | (1) | 5 | — | 1 | — | 5 |
| Interest rate options | 85 | — | (25) | 16 | — | (16) | 19 | 79 |
| Index and securities options | 232 | 1 | (86) | 17 | — | (5) | 6 | 165 |
| Securities and interest rate futures | — | — | — | — | — | (19) | 19 | — |
| Others | 77 | — | (3) | 5 | — | — | (72) | 7 |
| Hedging derivatives (Liabilities) | 12 | — | (1) | 14 | — | (6) | — | 19 |
| Swaps | 11 | — | — | 14 | — | (6) | — | 19 |
| Interest rate options | 1 | — | (1) | — | — | — | — | — |
| Financial liabilities designated at fair value through profit or loss | 235 | 419 | (57) | 6 | — | (112) | — | 491 |
| TOTAL LIABILITIES | 1,295 | 421 | (269) | 2 | — | (170) | (25) | 1,254 |

175

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | 01/01/2024 | Changes | | | | | | 31/12/2024 |
| EUR million | Fair value  calculated using  internal models  (level 3) | Purchases/  Issuances | Sales/  Settlements | Changes in fair  value  recognized in  profit or loss | Changes in fair  value  recognized in  equity | Level  reclassifications | Other | Fair value  calculated using  internal models  (level 3) |
| Financial assets held for trading | 1,424 | 3,067 | (763) | 313 | — | (364) | 85 | 3,762 |
| Credit entities | — | 770 | — | — | — | (2) | — | 768 |
| Loans and advances to customers | 24 | 1,806 | (24) | — | — | (6) | — | 1,800 |
| Debt instruments and equity instrument | 366 | 261 | (363) | (2) | — | (3) | — | 259 |
| Trading derivatives | 1,034 | 230 | (376) | 315 | — | (353) | 85 | 935 |
| Swaps | 861 | 184 | (298) | 161 | — | (276) | 56 | 688 |
| Exchange rate options | 10 | — | (2) | 3 | — | (2) | — | 9 |
| Interest rate options | 151 | 13 | (42) | (17) | — | (70) | 2 | 37 |
| Index and securities options | 12 | — | (1) | 117 | — | (5) | 21 | 144 |
| Other | — | 33 | (33) | 51 | — | — | 6 | 57 |
| Hedging derivatives (Assets) | 9 | — | — | 14 | — | (1) | 6 | 28 |
| Swaps | 9 | — | — | 14 | — | (1) | 6 | 28 |
| Financial assets at fair value through profit or loss | 203 | — | — | — | — | (203) | — | — |
| Credit entities | — | — | — | — | — | — | — | — |
| Customers | 203 | — | — | — | — | (203) | — | — |
| Debt securities | — | — | — | — | — | — | — | — |
| Non-trading financial assets mandatorily at fair value through profit or loss | 685 | 294 | (95) | 22 | — | 75 | — | 981 |
| Customers | 18 | — | (18) | — | — | — | — | — |
| Debt securities | 93 | 17 | (55) | (12) | — | — | — | 43 |
| Equity instruments | 574 | 277 | (22) | 34 | — | 75 | — | 938 |
| Financial assets at fair value through other comprehensive income | 4,332 | 3,754 | (3,252) | — | (171) | — | — | 4,663 |
| Loans and advances | 4,046 | 3,255 | (3,203) | — | (29) | — | — | 4,069 |
| Debt securities | 34 | 501 | (34) | — | 5 | — | — | 506 |
| Equity instruments | 252 | — | (15) | — | (149) | — | — | 88 |
| TOTAL ASSETS | 6,653 | 4,539 | (4,086) | 349 | (171) | (485.00) | 91 | 9,434 |
| Financial liabilities held for trading | 926 | 460 | (178) | (133) | — | (111) | 85 | 1,048 |
| Trading derivatives | 926 | 460 | (178) | (133) | — | (111) | 85 | 1,048 |
| Swaps | 593 | 371 | (36) | (237) | — | (92) | 56 | 654 |
| Exchange rate options | 14 | — | (7) | — | — | (7) | — | — |
| Interest rate options | 136 | 2 | (54) | 2 | — | (3) | 2 | 85 |
| Index and securities options | 39 | 42 | (6) | 146 | — | (9) | 20 | 232 |
| Securities and interest rate futures | — | — | — | — | — | — | — | — |
| Others | 144 | 45 | (75) | (44) | — | — | 7 | 77 |
| Hedging derivatives (Liabilities) | 6 | — | — | 1 | — | — | 5 | 12 |
| Swaps | 6 | — | — | — | — | — | 5 | 11 |
| Interest rate options | — | — | — | 1 | — | — | — | 1 |
| Financial liabilities designated at fair value through profit or loss | 300 | 103 | (5) | 2 | — | (165) | — | 235 |
| TOTAL LIABILITIES | 1,232 | 563 | (183) | (131) | — | (276) | 90 | 1,295 |

176

49. Other disclosures

#### a) Residual maturity periods

The detail, by maturity, of the balances of certain items

in the balance sheets as of 31 December 2025  and  2024

is as follows:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |
|  | 31 December 2025 | | | | | | |
|  | On  demand | Within 1  month | 1 to 3  months | 3 to 12  months | 1 to 5  years | More than  5 years | Total |
| Assets |  |  |  |  |  |  |  |
| Cash, cash balances at central banks and other  demand deposits | 74,786 | — | — | — | — | — | 74,786 |
| Financial assets at fair value with changes in other  comprehensive income |  |  |  |  |  |  |  |
| Representative values of debt | — | 1,384 | 1,066 | 161 | 1,810 | 928 | 5,349 |
| Financial assets at amortized cost |  |  |  |  |  |  |  |
| Representative values of debt | — | 2,198 | 1,254 | 3,422 | 21,609 | 55,102 | 83,585 |
| Loans and advances |  |  |  |  |  |  |  |
| Central banks | — | 155 | — | — | — | 68 | 223 |
| Credit institutions | 255 | 7,053 | 5,736 | 4,664 | 8,348 | 14,826 | 40,882 |
| Customer | 3,419 | 44,363 | 31,180 | 43,981 | 94,380 | 92,416 | 309,739 |
|  | 78,460 | 55,153 | 39,236 | 52,228 | 126,147 | 163,340 | 514,564 |
| Liabilities: |  |  |  |  |  |  |  |
| Financial liabilities at amortized cost |  |  |  |  |  |  |  |
| Deposits |  |  |  |  |  |  |  |
| Central banks | 857 | 1,789 | 3,518 | 1,350 | — | 8 | 7,522 |
| Credit institutions | 4,306 | 2,996 | 3,409 | 6,165 | 10,627 | 7,175 | 34,678 |
| Customer deposits | 269,765 | 39,023 | 23,184 | 27,546 | 6,921 | 10,103 | 376,542 |
| Marketable debt securities | — | 8,271 | 10,437 | 18,351 | 55,340 | 45,598 | 137,997 |
| Other financial liabilities | 8,426 | 14 | 37 | 150 | 899 | 529 | 10,055 |
|  | 283,354 | 52,093 | 40,585 | 53,562 | 73,787 | 63,413 | 566,794 |
| Difference (assets less liabilities) | (204,894) | 3,060 | (1,349) | (1,334) | 52,360 | 99,927 | (52,230) |

177

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |  |
|  | 31 December 2024 | | | | | | |
|  | On  demand | Within 1  month | 1 to 3  months | 3 to 12  months | 1 to 5  years | More than  5 years | Total |
| Assets: |  |  |  |  |  |  |  |
| Cash, cash balances at Central Banks and other  deposits on demand | 97,457 | — | — | — | — | — | 97,457 |
| Financial assets at fair value through other  comprehensive income |  |  |  |  |  |  |  |
| Representative values of debt | — | 409 | 1,626 | 214 | 1,451 | 5,173 | 8,873 |
| Financial assets at amortized cost |  |  |  |  |  |  |  |
| Loans and advances | — | 201 | 238 | 6,464 | 21,641 | 37,373 | 65,917 |
| Loans and advances |  |  |  |  |  |  |  |
| Central banks | — | 177 | — | 41 | — | — | 218 |
| Credits institutions | 1,321 | 1,545 | 4,794 | 3,835 | 8,110 | 15,106 | 34,711 |
| Customers | 1,358 | 35,364 | 34,029 | 46,355 | 86,837 | 87,654 | 291,597 |
|  | 100,136 | 37,696 | 40,687 | 56,909 | 118,039 | 145,306 | 498,773 |
| Liabilities: |  |  |  |  |  |  |  |
| Financial liabilities at amortized cost |  |  |  |  |  |  |  |
| Deposits |  |  |  |  |  |  |  |
| Central banks | — | 1,228 | 2,457 | 1,425 | — | 7 | 5,117 |
| Credit institutions | 2,578 | 8,154 | 3,464 | 6,836 | 10,242 | 7,417 | 38,691 |
| Customer deposits | 256,779 | 36,267 | 19,031 | 22,664 | 6,048 | 8,123 | 348,912 |
| Debt securities issued | — | 6,538 | 10,572 | 19,918 | 58,667 | 50,418 | 146,113 |
| Other financial liabilities | 7,290 | 750 | 19 | 606 | 3,720 | 862 | 13,247 |
|  | 266,647 | 52,937 | 35,543 | 51,449 | 78,677 | 66,827 | 552,080 |
| Difference (assets less liabilities) | (166,511) | (15,241) | 5,144 | 5,460 | 39,362 | 78,479 | (53,307) |

178

#### b)  Equivalent euro value of assets and liabilities

The detail of the main foreign currency balances in the

balance sheets as of 31 December  2025 and  2024 , based

on the nature of the related items, is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Countervalue in EUR million | | |
|  | 2025 | 2024 |
| Assets | 276,679 | 251,663 |
| Cash, cash balances at central banks and other deposits on demand | 25,374 | 32,283 |
| Financial assets held for trading | 62,022 | 51,655 |
| Non-trading financial assets mandatorily at fair value through profit or loss | 103 | 276 |
| Financial assets designated at fair value through profit or loss | 276 | 212 |
| Financial assets at fair value through other comprehensive income | 9,027 | 6,968 |
| Financial assets at amortized cost | 132,884 | 114,278 |
| Hedging derivatives | 635 | 508 |
| Changes in the fair value of hedged items in portfolio hedges of interest rate risk | — | — |
| Investments | 41,513 | 44,507 |
| Tangible assets | 6 | 10 |
| Intangible assets | 27 | 28 |
| Tax assets | 231 | 180 |
| Other assets | 359 | 758 |
| Non-current assets held-for-sale | 4,222 | — |
| Liabilities | 220,762 | 205,004 |
| Financial liabilities held for trading | 40,013 | 34,949 |
| Financial liabilities designated at fair value through profit or loss | 11,587 | 10,995 |
| Financial liabilities at amortized cost | 166,886 | 156,495 |
| Hedging derivatives | 828 | 1,349 |
| Changes in the fair value of hedged items in portfolio hedges of interest risk rate | — | — |
| Provisions | 133 | 169 |
| Tax liabilities | 163 | 95 |
| Refundable equity on demand | — | — |
| Other liabilities | 1,152 | 952 |
| Liabilities associated with non-current assets held-for-sale | — | — |

#### c) Fair value of financial assets and liabilities not

#### measured at fair value

Financial assets are measured at fair value in the

accompanying balance sheets, except for loans and

receivables under a business model whose objective is to

collect the flows of principal and interest , equity

instruments whose market value cannot be estimated

reliably and derivatives that have these instruments as

their underlying and are settled by delivery thereof.

Similarly, financial liabilities except for financial

liabilities held for trading, those measured at fair value

and derivatives having equity instruments whose market

value cannot be estimated reliably as their underlying-

are measured at amortized cost in the accompanying

balance sheets.

The following is a comparison between the value of

Grupo Santander's financial instruments valued using

other criteria rather than fair value and their

corresponding fair value at year-end:

Financial assets and liabilities measured at other than

fair value

The fair value of financial instruments measured at

amortized cost as of 31 December 2025 was as follows:

a. The fair value of debt securities is 0.71% higher

than their carrying amount.

b. The fair value of loans and advances is 0.52%

lower than their carrying amount.

c. The fair value of deposits is 0.06% lower than

their carrying amount.

d. The fair value of the issued debt securities is

0.17%  higher than their carrying amount.

179

Set forth below are the main valuation methods and

inputs used in the estimates made at 31 December 2025

to determine the fair values of the financial assets and

liabilities recognized at cost detailed above:

• Loans and receivables: The fair value has been

estimated using the present cost method, the

estimation has considered factors such as the

expected maturity of the portfolio, market interest

rates, spreads of new concession of operations, or

market spreads – If these were available.

• Held to maturity portfolio: The fair value has been

determined based on market prices for those

instruments.

• Financial liabilities at amortized cost:

a. The fair value of deposits at Central Banks has

been assimilated to their carrying amount

because they are mainly short-term balances.

b. Credit Institutions: Fair value has been obtained

using the present value technique by applying

interest rates and market spreads.

c. Customer deposits: Fair value has been

estimated using the present value technique. The

estimation has considered factors such as the

expected maturity of the operations and the

current financing cost of Grupo Santander in

similar operations. On demand accounts are not

valued.

d. Marketable debt securities: Fair value has been

determined based on market prices for these

instruments, when available, or using the

present value technique, by applying interest

rates and market spreads.

Additionally, the fair value of Cash, Cash Balances at

central banks and other deposits on demand has been

assimilated to its carrying amount, mainly because of

short-term balances.

#### d) Offsetting of financial instruments

On the table below is the detail of financial assets and

liabilities that were offset on the balance sheet as of 31

December 2025  and  2024 :

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | | |
| Assets | Gross amount  of financial  assets | Gross amount  of financial  assets offset  on the balance  sheet | Net amount of  financial  assets  presented on  the balance  sheet |
| Derivatives | 103,644 | (55,702) | 47,942 |
| Repos | 147,735 | (52,354) | 95,381 |
| Total | 251,379 | (108,056) | 143,323 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2024 | | |
| Assets | Gross amount  of financial  assets | Gross amount  of financial  assets offset  on the balance  sheet | Net amount of  financial  assets  presented on  the balance  sheet |
| Derivatives | 133,335 | (78,956) | 54,379 |
| Repos | 112,443 | (32,440) | 80,003 |
| Total | 245,778 | (111,396) | 134,382 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2025 | | |
| Liabilities | Gross amount  of financial  liabilities | Gross amount  of financial  liabilities offset  on the balance  sheet | Net amount of  financial  liabilities  presented on  the balance  sheet |
| Derivatives | 99,510 | (55,702) | 43,808 |
| Repos | 156,990 | (52,354) | 104,636 |
| Total | 256,500 | (108,056) | 148,444 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| EUR million | | | |
|  | 2024 | | |
| Liabilities | Gross amount  of financial  liabilities | Gross amount  of financial  liabilities offset  on the balance  sheet | Net amount of  financial  liabilities  presented on  the balance  sheet |
| Derivatives | 127,593 | (78,956) | 48,637 |
| Repos | 120,653 | (32,440) | 88,213 |
| Total | 248,246 | (111,396) | 136,850 |

At December 31, 2025 the balance sheet amounts EUR

142,143 million on derivatives and temporary

acquisition of assets and EUR 144,713 million on

derivatives and repos as liabilities that are subject to

netting   and collateral arrangements (EUR 133,139

million and EUR 136,037 million in 2024, respectively) .

180

50.

#### Risk management

#### a) Risk principles and culture

The principles on which  Grupo and Banco Santander's

risk management and control are based are detailed

below. They take into account regulatory requirements,

best market practices and are mandatory:

1. All employees are responsible for risk management.

They must understand the risks arising from their

activities and take ownership for managing them.

2. Senior management involvement. Through conduct,

actions and communications, senior management

promotes consistent risk management, fosters our risk

culture, and oversees that the risk profile remains

within the appetite set.

3. Independence: Risk management and control

functions operate independently according to our

three-lines-of-defence model, with clearly defined

roles and responsibilities.

4. Holistic, forward-looking approach: We take a

comprehensive approach to risk management and

control that extends to all businesses and risk types

that could have a material impact. This approach is

forward-looking and considers trends across several

time horizons and scenarios.

5. Corporate oversight of subsidiaries: Banco Santander

sets minimum risk management and control standards

through reference documents. Subsidiaries are

responsible for translating these standards into their

own internal policies and procedures.

1.

#### Key risk types

Grupo and Banco Santander’s  risks categorization allows

effective risk management, control and reporting, and

includes, among others the following risk types:

• Credit risk is the risk of loss arising from the failure

of a customer or counterparty to meet its obligations

to which the Santander Group has provided financing

or entered into a contractual commitment, or from

the deterioration of their credit quality.

• Market risk is the risk incurred as a result of the

effect of changes in market factors interest rates,

exchange rates, equities and commodities, among

others, may have on profits or capital.

• Liquidity risk is the risk incurred because of adverse

movements in the factors that determine the market

value of financial instruments, such as interest rates,

exchange rates, equity prices and commodities,

among others.

• Structural Risk is the risk of changes in the value or

margin generation of the assets or liabilities in the

banking book resulting from changes in market and

behavioural factors. It also includes risks associated

with insurance and pension activities, as well as the

risk of not having an adequate amount or quality of

capital to meet internal business objectives,

regulatory requirements, or market expectations.

• Capital risk , included within the scope of structural

risk, is the risk that arises from the possibility of

having an inadequate quantity or quality of capital to

meet internal business objectives, regulatory

requirements or market expectations.

Grupo and Banco Santander also take  into account, on an

ongoing basis in its risk management, operational

(includes fraud, technological, cyber, legal and conduct

risks), financial crime (includes, among others, money

laundering, terrorism financing, violation of international

sanctions, corruption, bribery and tax evasion), model,

reputational and strategic risks.

These risks may be affected by a range of factors that we

identify and assess in line with regulatory requirements

and industry practice, including: geopolitical

developments (international conflicts, economic and

monetary decisions, new regulations or trade tensions);

digital and transformation initiatives linked to

technological change or shifts in business models; and

sustainability factors — environmental (natural and

climate-related, including extreme events and resource

scarcity, as well as those arising from the transition to a

more sustainable economy), social (relating to people’s

rights, welfare and interests) and governance, both

within Grupo and Banco Santander and among our

counterparties.

In particular, from an environmental and climate

perspective, the relevant elements cover, on the one

hand, those stemming from the physical effects of

climate change and, on the other, those linked to the

transition towards a more sustainable economy,

including legislative and regulatory, technological or

behavioural changes among economic agents.

Given the nature of its operations, the Group  and Bank

have no environment-related liabilities, expenses, assets

or contingencies that may be material to its consolidated

equity, financial situation and results.

181

According to market consensus and our materiality

assessment, exposure in the sectors where

environmental factors may have the most impact mainly

relate to wholesale customers. Our management of

these customers considers environmental aspects in the

preliminary assessment, credit origination and the

preparation and review of their credit ratings, which

influence the parameters we use to calculate their

probability of default (PD). Thus, we embed the most

material climate factors in our assessments and in

capital loss and provisions calculations.

Moreover, to cover and anticipate potential future losses

from severe climate events, such as the Valencia DANA

or Hurricane Milton in Florida, we have set overlays

whose amount to date has not been material to the

Group's total   loan loss reserves.

Grupo Santander has enhanced its methodological

framework to quantify and assess transition and physical

risks in credit losses for climate impacts that are not

specifically captured through the forward-looking

component implemented under the IFRS 9 framework.

We assess these risks under several scenarios published

by the NGFS, which explore varying assumptions on

shifts in climate policies, emissions, temperatures and

physical risk impacts. We take a proportionality

approach by assessing the impact on the Group’s core

markets and portfolios, especially non-financial entities

and mortgage products.

Regarding impact on companies’ credit quality, the

model assesses the transmission of customers’ physical

and transition climate risk through defined channels

(sector GVA, GHG emissions, carbon price, regional GDP,

or collateral valuations).

For mortgage products, climate risk appears mainly

through a deterioration in collateral values, as reflected

in the loan-to-value ratio, which is the main transmission

channel into LGD.

These methodologies enable us to embed potential

climate-event impacts on credit losses in credit risk

management. Against this backdrop, we carried out both

internal capital self-assessment exercises and regulatory

stress tests.

In light of the above and based on the best information

available at the date of these consolidated annual

financial statements, we also assessed the potential

additional impact of climate and environmental risks on

the Group’s equity, financial situation and results in

2025. We did not identify any significant or material

impacts. .

2. Risk and compliance governance

Grupo and Banco Santander   robust risk and compliance

governance structure allows us to conduct effective

oversight in line with our risk appetite. Grupo and Banco

Santander stand on three lines of defence, a structure of

committees and strong Group-subsidiary relations,

guided by our risk culture, Risk Pro.

2.1 Lines of defence

Grupo and Banco Santander’s model of three lines of

defence effectively manages and controls risks:

• First line: formed business functions, as well as all

other functions that generate risk, constitute the first

line of defence. They must establish an appropriate

environment to manage all risks associated with the

business and support compliance with internal

policies and regulation. Risk management must

operate within the approved risk appetite and

associated limits. The first line executes mitigation

plans for risks where weaknesses are identified in its

control environment.

• Second line: formed by the risk and compliance

functions, independently oversees and challenges

the risk management activities that the first line

carries out. Its role is to help verify that we manage

risks in line with the established risk appetite and to

promote a strong risk culture across the

organization.

• Third line: formed by Internal Audit is a permanent

function, independent of any other functions or units,

whose objective is to provide the Management Body

and the senior management with independent

assurance on the quality and effectiveness of

internal control, risk management (current or

emerging) and governance processes and systems,

thereby helping to protect the company’s value,

solvency, and reputation.

R isk, Compliance and Internal Audit are sufficiently

separate and autonomous functions, with direct access

to the board and its committees. The risk and compliance

functions report to the risk supervision, regulation and

compliance committee and the internal audit function

reports to the audit committee.

2.2 Risk committee structure

The board of directors has final oversight of risk and

compliance management and control to promote a

sound risk culture and review and approve risk appetite

and frameworks, with support from its risk, regulation

and compliance committee (RSRCC) and its executive

committee.The Group and the Bank's  risk governance

keeps risk control and risk-taking areas separate.

182

Our governance structure also includes key roles and

executive committees that strengthen oversight and

support the effective performance of the control

function.

The Group chief risk officer (CRO), who leads the

application and execution of risk strategy and promotes

proper risk culture, is in charge of overseeing all risks

and challenging and advising business lines on risk

management.

The Group chief compliance officer (CCO) leads the

application and execution of the compliance and conduct

risk strategy and reports the status of risks being

monitored in order to provide the Chief Risk Officer with

a comprehensive view of all risks.

The CRO and the CCO report directly to both the risk

supervision, regulation and compliance committee and

the board of directors.

The executive risk, risk control and compliance and

conduct committees are executive committees with

powers delegated from the board.

Furthermore, the executive-level committees delegate

part of their responsibilities to forums and/or standing

meetings to manage and control each risk type.

Their responsibilities include:

• Inform the CRO, the CCO, the risk control committee

and the compliance and conduct committee if risks are

being managed within risk appetite;

• Conduct regular follow-ups for each key risk type; and

• Overseeing the measures adopted to meet supervisor's

and auditor's expectations.

Besides, Grupo and Banco Santander, in order to

establish an adequate control environment for the

management of each risk types, the risk and compliance

functions have effective internal regulation to create the

right environment to manage and control all risks.

Grupo and Banco Santander may introduce additional

governance measures for special situations to reinforce

the monitoring of all risks, with particular focus on

trends in key macroeconomic indicators and liquidity, the

identification of vulnerable sectors/customers, and the

strengthening of cybersecurity, among other aspects.

Activating these special-situations forums helps the

Group address the effects of the geopolitical and

macroeconomic environment with resilience.

2.3 The Group's relationship with subsidiaries

Grupo Santander subsidiaries’ risk and compliance

management and control model is consistent with the

frameworks approved by the Group board of directors.

Subsidiaries adhere to the frameworks through their

own boards and can only adapt to higher standards

according to local law and regulation.

As part of Santander's aggregated risk oversight, we

challenge and review subsidiaries’ internal regulations

and activities. This enables us to maintain a common risk

management and control model across the Group.

The risk and compliance functions support the

businesses and oversee risks at both global and local

levels. In addition, over the year we continued to

strengthen the Group–subsidiary relationship model,

leveraging our global scale to identify synergies under a

common operating model and shared platforms. The

model promotes process simplification and the

reinforcement of control mechanisms to support the

growth of our businesses.

Santander's Group–subsidiary governance model

(GSGM) sets out the principles that govern the

relationship between Group key roles and the

subsidiaries, which helps safeguard the independence of

local second lines. The CRO and CCO take part in the

appointment, objectives, performance reviews and

remuneration of their local counterparts, which helps

confirm that they are controlling risks appropriately.

We continue to strengthen the relationship between the

Group and its subsidiaries through close cooperation

among our subsidiaries to develop common initiatives

more efficiently, such as:

• Transformation of organizational structures, sharing

benchmarks across countries and contributing to the

function’s strategic vision to promote the rollout of

more advanced risk-management infrastructures

and practices.

• Exchange of best practices to strengthen processes

and drive innovation.

• Promotion of internal talent and mobility, both

geographic and functional, as well as fostering

diversity within teams to reflect the diversity of the

environments in which we operate.

• Developing our risk professionals, improving

innovation, the quality of decisions, and fostering a

global mindset is key to enhance organizational

resilience and reinforcing a global mindset.

The GSGM model also applies to the Group’s global

businesses. This gives us a global-local organization in

which countries ultimately remain responsible for

delivering the budget, the business and customer

strategy, and financial management, while the global

businesses lead shared initiatives through common

183

operating models and shared technologies, improving

local performance.

3. Management processes and tools

Grupo and Banco Santander have these effective risk

management processes and tools:

3.1 Risk appetite and structure of limits

Risk appetite is the aggregate level and types of risk that

Grupo Santander deems prudent for our business

strategy, even in unforeseen circumstances. Risk

appetite is governed throughout the Group by the

following principles:

• Risk appetite is part of the board's duties. The board

prepares the risk appetite statement (RAS) for the

whole Group every year. Through a cascading-down

process, each subsidiary's board also sets its own risk

appetite.

• Comprehensiveness and forward-looking approach.

Our appetite includes all material risks to which we are

exposed and defines our target risk profile for the

current and medium term, with a forward-looking

view that considers stress scenarios.

• Common standards embedded in the day-to-day risk

management. The Group shares the same risk appetite

model, which sets common requirements for

processes, metrics, governance bodies, controls and

standards. This facilitates effective and traceable

embedding of risk appetite into more granular

management policies and limits across our

subsidiaries..

• Continuous monitoring and adaptation. Risk appetite

is regularly monitored, reviewed and updated to

reflect changes in market conditions, regulatory

requirements and supervisory expectations.

Compliance with risk appetite limits is monitored on a

regular basis through dedicated reporting to senior

management and the board and its committees.

Breaches or potential breaches are subject to

predefined escalation, remediation and follow-up

processes, with oversight proportionate to their

materiality through senior management and the

Group’s governing bodies.

• Alignment with strategy and business plans. Before

approving the three-year strategic plans, annual

budget, and capital and liquidity plans, the Group

verifies their consistency with the limits set in the Risk

Appetite Statement. We promote the alignment of

strategic and business plans with our risk appetite by:

• considering the risk appetite, long-term strategic

view and the risk culture when drafting strategic and

business plans.

• challenging business and strategic plans against the

risk appetite. Misalignments trigger a review of

either the three-year strategic plan (to make sure we

stay within RAS limits) or risk appetite limits, with

independent governance.

• continuous monitoring of risk appetite compliance

through the three lines of defence model.

The main elements underpinning Grupo and Banco

Santander’s risk appetite and defining the business

model are:

• a medium-low, predictable target risk profile,

customer focus, internationally diversified

operations and a significant market share;

• stable, recurrent earnings and shareholder

remuneration, sustained by a sound base of capital,

liquidity and sources of funding;

• autonomous subsidiaries that are self-sufficient in

terms of capital and liquidity to safeguard their risk

profiles against compromising the Group and the

Bank’s risk profile;

• an independent risk function and a senior

management actively engaged in supporting a

robust control environment and risk culture; and

• a conduct model that protects our customers and our

Simple, Personal and Fair culture.

The risk appetite is expressed through qualitative

statements and limits on metrics representative of the

bank’s risk profile at present and under stress. Those

metrics cover all risk types according to our corporate

risk framework. Grupo Santander articulates them in five

axes that provide the Bank with a holistic view of all risks

it incurs in the development of its business model. These

five axes are applicable to all Santander's key risk types,

and comprise:

• P&L volatility: control of P&L volatility of business

plan under baseline and stressed conditions (under

normal and stressed conditions).

• Solvency: control of capital ratios under baseline and

stressed scenarios (aligned with ICAAP) .

• Liquidity: control of liquidity ratios under base and

stress scenarios (aligned with ILAAP).

• Concentration: control of credit concentration on top

clients, portfolios and industries.

• Non financial risk and control environment: robust

control on non financial risks aimed to minimize

events which could lead to financial loss, operative,

technological, legal and regulatory breaches,

conduct issues or reputational damage.

184

#### b) Credit risk

1.

#### Introduction to the credit risk treatment

Grupo and Banco Santander take  a holistic view of the

credit risk cycle, including the transaction, the customer

and the portfolio, in order to identify, analyse, control

and decide on credit risk.

Credit risk identification facilitates active and effective

portfolio management and control. Grupo and Banco

Santander classify external and internal risk in each

business to adopt any corrective or mitigating measures

through:

1.1. Planning

Planning allows to set business objectives and define

concrete action plans, integrating the risk appetite

statement into portfolio management.

Strategic commercial plans (SCPs) are the management

and control tool that the Business and Risk areas define

for credit portfolios, with support from the other

functions involved (Finance, Management Control,

among others). They set out the commercial strategy,

risk policies, and the resources and infrastructure

required, providing a holistic view of portfolio

management.

They also provide an up-to-date view of portfolio credit

quality, enable risk measurement, support the execution

of internal controls over the defined strategy, allow for

periodic monitoring, and help detect material deviations

or potential impacts, facilitating the adoption of

corrective measures when necessary.

SCPs are aligned with subsidiaries’ risk appetite and

capital objectives, as well as those of the Group, and are

approved and overseen by local senior management

before being reviewed and ratified at Group and Bank

level.

1.2. Risk assessment and credit rating

Credit risk approval criteria focus on borrowers’ ability to

meet their financial obligations. The assessment uses

statistical models and an analysis of the net funds or

cash flows generated by economic activity, or of regular

income, to determine customers’ repayment capacity in

a consistent and sustainable manner.

Some statistical credit quality assessment models feed

into decision engines to deliver a credit risk assessment

quickly and in a consistent, standardised way. These

engines support faster and more uniform decision-

making, reduce manual errors, apply the same

assessment criteria to all customers, and provide

traceability and support regulatory compliance. These

ratings have multiple uses in risk management,

including the origination process (application of limits

and pre-approvals), risk monitoring, and as an input to

transaction pricing.

These credit rating models may be:

• Rating: from mathematical algorithms that have a

quantitative model based on balance sheet ratios or

macroeconomic variables or behavioural

information, and a qualitative module supplemented

by the credit analyst’s expert judgement. It is used

for large corporates, corporates, institutional and

SME segments (with individualised treatment).

• Scoring: an automated system that assesses credit

applications based on the information provided

(admission scoring) or customers’ credit profiles

based on their relationship with the institution

(behavioural scoring). Both are complemented by

other available information (for example, from

external databases). The system automatically

assigns each customer an individual score, which

then supports the subsequent decision. It is used for

individuals and small businesses with no assigned

analyst.

The Group and the Bank´s  parameter estimation models

rely on econometric models built on historical default

and loss data from the portfolios.  The Group, and

therefore the Bank, use them to calculate economic and

regulatory capital, and IFRS 9 and Bank of Spain Circular

4/2017 provisions, at operation, customer and portfolio

level.

A rigorous governance framework covers the ongoing

monitoring and continuous calibration of these models

to assess their suitability, predictive power, performance

and granularity, as well as compliance with credit

policies.

In addition, the Group and the Bank review ratings using

the latest available financial information and other

relevant data.

Grupo and Banco Santander´s limits,  pre-classifications

and pre-approvals processes determine the level of risk

the Group can take on with each customer. Automated

processes approve and monitor these decisions.

Approved limits must align with expected profitability.

To support this, we use profitability estimation and risk-

based pricing tools that contribute to sustainable

portfolio growth.

185

Grupo and Banco Santander apply various limits models

to each segment:

• Large corporate groups are subject to a pre-

classification model based on a system for measuring

and monitoring economic capital. Pre-classification

models express the level of risk Grupo and Banco

Santander are willing to assume in transactions with

customers/groups.

• In the corporate segment, for customers that meet

certain predefined criteria (including internal rating

and profitability), the Group applies a pre-classification

model for the main products related to the customer’s

recurring business. The model operates through the

setting of internal nominal limits, which define the

level of risk to take on with each customer based,

among other factors, on their repayment capacity and

leverage.

Corporate transactions that exceed certain limits or have

specific features must be handled through the approval

process for an ad hoc proposal.

• For individual customers and SMEs with low turnover,

Grupo Santander manages large volumes of credit

transactions using automated decision models that

assess each case and assign a limit per customer and

transaction.

1.3. Scenario analysis

Grupo and Banco Santander’s scenario analyses

determine the potential risks in its credit portfolios and

provide a better understanding of our portfolios'

performance under various macroeconomic conditions.

They allow us to anticipate management strategies that

will avoid future deviations from defined plans and

targets.

They simulate the impact of alternative scenarios in

portfolios’ credit parameters (PD, LGD) and expected

credit losses. Grupo Santander compares findings with

portfolios’ credit profile indicators to find the right

measures for managers to take. Credit risk management

of portfolios and SCPs incorporate scenario analyses.

1.4. Monitoring

Regular, holistic monitoring of customers and portfolios

is an essential element of the Group’s credit risk

management, as it enables continuous monitoring of

credit quality, early identification of potential

impairment and analysis of business performance

against predefined plans and objectives.

The monitoring process systematically analyses changes

in credit exposures, customers’ financial and qualitative

characteristics, and any relevant changes in their risk

classification. This preventive approach draws on

transactional information, behavioural indicators and

advanced analytics tools, including early-warning

engines, which support early identification of potential

deterioration and the implementation of specific actions

at both customer and portfolio level, based on the

assigned monitoring level.

Monitoring adapts to customer segmentation and the

applicable management approach:

• in the large corporate segment, monitoring is carried

out jointly by the commercial managers and the risk

analysts, which provides an up-to-date,

comprehensive view of the customer’s credit quality at

all times and supports the early identification of any

potential deterioration.

• In the commercial banking, institutions and SMEs with

an assigned a credit analyst, he teams carry out

enhanced monitoring of customers whose risk profile

or specific circumstances require it. This includes the

periodic review of their internal ratings based on

relevant financial, behavioural and environmental

indicators.

• Monitoring of individual customers, businesses and

smaller SMEs follows a system of automatic alerts to

detect shifts in portfolios’ performance.

The Group, and therefore the Bank, structure this

process for customers with an assigned analyst through

the SCAN (Santander Customer Assessment Note)

monitoring framework. SCAN assigns a specific

monitoring level to each customer, sets the related

operating policies, defines concrete management

actions, identifies accountable owners and establishes a

review frequency aligned with the customer’s risk profile

and relevance.

In addition, the Group and therefore the Bank have

aggregated control and analysis procedures that track

portfolio performance, identify material deviations from

strategic plans or defined alert thresholds, and help

prioritise management focus areas. The process is

complemented by contingency plans (risk playbooks),

which support the early identification and management

of impacts from external factors — such as

macroeconomic, sector or market changes — and, where

appropriate, trigger corrective measures, including

adjustments to risk policies.

186

1.5. Credit risk mitigation techniques

Grupo and Banco Santander Risk approval criteria

generally focus on borrowers’ ability to meet their

financial obligations, without prejudice to any collateral

that the Bank may require. Collateral and guarantees

provided by the obligor in favour of the Bank aim to

modulate the level of exposure.

To determine ability to pay, the Group and the Bank

analyses funds or cash flows from businesses or other

regular income, not including guarantors or loan

collateral which are always considered at credit approval

as a secondary means of recourse.

A guarantee is an additional protection mechanism in a

credit transaction, intended to mitigate loss in the event

of a failure to meet the payment obligation. The Group

applies different credit risk mitigation techniques

depending, among other factors, on the customer and

product type. Some are specific to an individual

transaction (e.g., real estate guarantees), while others

apply to a set of transactions (e.g., derivatives netting or

collateral arrangements). These techniques may be

grouped into personal guarantees, real guarantees and

hedges using credit derivatives.

The correct acceptance of these mitigation techniques is

established by verifying their legal enforceability in all

jurisdictions. The entire process is subject to internal

control and effective monitoring of the valuation of the

guarantees, especially real estate guarantees.

1.6. Collections & recoveries management

Recovery activity is a relevant function within Grupo

Santander’s risk management and control framework, as

it contributes to portfolio quality as one of the key pillars

supporting the Bank’s development, growth and

business sustainability. Collections and debt recovery

management is a specific, ongoing focus to keep

portfolio quality within the expected levels.

The Collections and Recoveries area defines a global

management strategy, based on an end-to-end

approach and general lines of action for subsidiaries.

Recovery management operates under policies and an

independent control environment defined by the risk

function, aligned with regulatory requirements and with

the Group Santander conduct risk management model.

The Group carries out this activity in line with strategies

defined by the recovery function, in coordination with

the Risk areas.

The recovery strategy combines advanced customer

segmentation and the intensive use of digital tools. This

supports the optimisation of mass portfolio

management and provides tailored support for

customers who require individual treatment. The

customer remains the focus, and recovery strategies are

defined in the context of the relationship with the

customer, prioritising the customer’s viability. As a

result, teams manage the customer holistically across all

phases of the cycle.

The function’s approach covers the entire credit cycle,

prioritising solutions that support customer viability.

Even after the asset is written off (failed risk), the Group

continues to carry out the necessary actions to maximise

recovery. The failed risk category includes debt

instruments, whether past due or not, for which,

following an individual assessment, recovery is

considered remote due to a significant and irreversible

deterioration in the solvency of the exposure or the

holder. Classification in this category entails the full or

partial cancellation of the exposure’s gross carrying

amount and its derecognition from the balance sheet,

without implying that the Group stops negotiations and

legal proceedings to recover the amount.

187

2. Main aggregates and variations

Below are the main aggregates relating to credit risk

from our activities with customers:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Main credit risk performance metrics from activity with customers A | | | | | | | | |
| December data | | | | | | | | |
|  | Credit risk with customers  (EUR million) B | |  | Credit impaired loans  (EUR million) | |  | NPL ratio (%) | |
|  | 2025 | 2024 |  | 2025 | 2024 |  | 2025 | 2024 |
| Spain | 302,271 | 285,883 |  | 5,915 | 7,672 |  | 1.96 | 2.68 |
| UK | 244,303 | 248,061 |  | 2,645 | 3,299 |  | 1.08 | 1.33 |
| Portugal | 44,674 | 41,418 |  | 928 | 993 |  | 2.08 | 2.40 |
| Poland | 46,427 | 44,704 |  | 1,549 | 1,636 |  | 3.34 | 3.66 |
| US | 147,303 | 148,643 |  | 7,150 | 7,012 |  | 4.85 | 4.72 |
| Mexico | 53,476 | 49,927 |  | 1,420 | 1,352 |  | 2.65 | 2.71 |
| Brazil | 105,410 | 104,519 |  | 7,192 | 6,418 |  | 6.82 | 6.14 |
| Chile | 44,146 | 44,590 |  | 2,528 | 2,394 |  | 5.73 | 5.37 |
| Argentina | 8,813 | 8,411 |  | 677 | 173 |  | 7.68 | 2.06 |
| DCB Europe | 144,039 | 141,312 |  | 3,642 | 3,527 |  | 2.53 | 2.50 |
| Corporate Centre | 6,356 | 5,959 |  | 271 | 301 |  | 4.27 | 5.06 |
| Total Group | 1,181,945 | 1,157,273 |  | 34,393 | 35,265 |  | 2.91 | 3.05 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | NPL coverage ratio  (%) | |  | Loan-loss provisions C  (EUR million) | |  | Cost of risk  (%/risk)  D | |
|  | 2025 | 2024 |  | 2025 | 2024 |  | 2025 | 2024 |
| Spain | 55.0 | 53.0 |  | 1,142 | 1,259 |  | 0.44 | 0.50 |
| UK | 33.0 | 29.0 |  | 177 | 64 |  | 0.07 | 0.03 |
| Portugal | 83.0 | 79.0 |  | -8 | 11 |  | (0.02) | 0.03 |
| Poland | 65.0 | 62.0 |  | 283 | 511 |  | 0.71 | 1.38 |
| US | 55.0 | 64.0 |  | 2,244 | 2,507 |  | 1.63 | 1.82 |
| Mexico | 105.0 | 100.0 |  | 1,239 | 1,277 |  | 2.69 | 2.64 |
| Brazil | 83.0 | 83.0 |  | 4,409 | 4,487 |  | 4.73 | 4.51 |
| Chile | 48.0 | 50.0 |  | 531 | 497 |  | 1.32 | 1.19 |
| Argentina | 90.0 | 177.0 |  | 574 | 284 |  | 7.34 | 4.59 |
| DCB Europe | 87.0 | 83.0 |  | 1,363 | 1,209 |  | 0.97 | 0.88 |
| Corporate Centre | 24.0 | 25.0 |  | 198 | (3) |  | 3.30 | (0.05) |
| Total Group | 66.0 | 65.0 |  | 12,411 | 12,333 |  | 1.15 | 1.15 |

A. Management perimeter according to the reported segments.

B. Includes gross loans and advances to customers, guarantees and documentary credits.

C. Post write-off recoveries (EUR 1,795 million).

D. Provisions to cover losses due to impairment of loans in the last 12 months / average customer loans and advances of the last 12 months.

188

Information on the estimation of impairment losses

The calculation of provisions for credit risk losses is

performed at financial asset level, estimating potential

credit losses through the difference between the

contractual cash flows and the expected cash flows,

ensuring that the results are adequate considering the

status of the transaction, economic conditions and

available forward-looking information.

The Bank of Spain circular 4/2017 impairment model

applies to financial assets valued at amortized cost; debt

instruments valued at fair value with changes in other

comprehensive income; leasing receivables; and

commitments and guarantees not valued at fair value.

The portfolio of financial instruments subject to the Bank

of Spain circular 4/2017  has three credit risk categories

(or stages) according to the status of each instrument in

relation to its level of credit risk:

• Stage 1: financial instruments with no significant

increase in risk since initial recognition – the

impairment provision reflects expected credit losses

from defaults over the 12 months from the reporting

date.

• Stage 2: financial instruments with a significant

credit risk increase since initial recognition but no

materialized impairment event – the impairment

provision reflects expected losses from defaults over

the financial instrument’s residual life.

• Stage 3: financial instruments with true signs of

impairment as a result of one or more events

resulting in a loss – the impairment provision reflects

expected losses for credit risk over the instrument’s

expected residual life.

The classification of financial instrument in the Bank of

Spain circular 4/2017 stages is carried out in accordance

with the guidelines through the risk management

policies of the Bank, which are consistent with the

Group's policies.

Estimation of expected loss

The Group and the Bank use parameters (mainly EAD,

PD, LGD and the discount rate) to calculate impairment

provisions. These parameters build on the infrastructure

of internal models used to calculate regulatory capital

and on regulatory and management expertise, and they

also reflect each financial asset’s stage classification.

However, these parameters are not a simple adaptation

of existing models. We designed and validated them

specifically in line with IFRS 9 requirements and

guidance from bodies such as the EBA, , National

Competent Authority (NCA), Bank for International

Settlements (BIS) or Global Public Policy Committee

(GPPC). Their development incorporates forward-looking

information, a point-in-time (PIT) approach, multiple

scenarios and lifetime loss estimation through lifetime

PD, among other elements.

Determination of significant increase in credit risk

(SICR)

To determine classification in Stage 2, the Group

assesses whether a SICR has occurred since the initial

recognition of the exposures. The Group performs this

assessment under common principles applicable across

the Group, reviewing all financial instruments subject to

this analysis and taking into account the specific features

of each portfolio and product type through a range of

quantitative and qualitative indicators.

Expert judgement from analysts supports the SICR

assessment. Analysts set the thresholds within an

integrated management framework and in line with the

approved corporate governance. The principles are as

follows:

• Universality: all financial instruments subject to a

credit rating must be assessed for their possible

SICR.

• Proportionality: the definition of the SICR must take

into account the particularities of each portfolio.

• Materiality: its implementation must be also

consistent with the relevance of each portfolio so as

not to incur in unnecessary costs or efforts.

• Holistic vision: the approach selected must be a

combination of the most relevant credit risk aspects

(e.g. quantitative and qualitative).

• Application of IFRS 9 and Bank of Spain Circular

4/2017: the approach must take into consideration

IFRS 9 and Bank of Spain Circular 4/2017

characteristics, focusing on a comparison with credit

risk at initial recognition, as well as considering

forward-looking information.

• Risk management integration: the criteria must be

consistent with those metrics considered in the day-

to-day risk management.

• Documentation: appropriate documentation must be

prepared.

189

The techniques are summarised below:

• Stability of stage 2: in the absence of significant

changes in the portfolios credit quality, the volume

of assets in stage 2 should maintain a certain

stability as a whole.

• Economic reasonableness: at transaction level, stage

2 is expected to be a transitional rating for exposures

that could eventually move to a deteriorating credit

status at some point or stage 3, as well as for

exposures that have suffered credit deterioration and

whose credit quality is improving and returns to

stage 1.

• Predictive power: it is expected that the SICR

definition avoids, as far as possible, direct migrations

from stage 1 to stage 3 without having been

previously classified in stage 2.

• Time in stage 2: it is expected that the exposures do

not remain categorized as stage 2 for an excessive

time.

The application of the aforementioned techniques,

conclude in the setting of one or several thresholds for

each portfolio in each geography. Likewise, these

thresholds are subject to a regular review by means of

calibration tests, which may entail updating the

thresholds types or their values.

Identifying a significant increase in credit risk: when

classifying financial instruments under stage 2, Banco

Santander  considers:

• Quantitative criteria: Grupo and Banco Santander

review and quantify changes in the risk of default

during their expected life based on their credit risk

level on initial recognition.

For the purposes of assessing significant changes

when financial instruments are classified in Stage 2,

each subsidiary has set quantitative thresholds for its

portfolios in line with Group guidelines, seeking a

consistent interpretation across all our geographies.

The calibration principles for these thresholds are set

out in the previous paragraph and may result in two

types of thresholds:

• Relative. Thresholds that compare current credit

quality with credit quality at origination, expressed

as a percentage change.

• Absolute. Thresholds that compare current credit

quality with credit quality at origination, expressed

as an absolute change..

In addition, in line with the ECB’s supervisory

expectations, the Group has set a 200% cap on the

relative threshold, known as the 'threefold increase'.

As a result, exposures whose credit quality has

deteriorated by more than 200% in relative terms —

using an approach analogous to the relative

threshold described in the previous paragraph —

transfer from Stage 1 to Stage 2.

Meeting any of the absolute thresholds, the relative

thresholds or the 200% cap on the relative threshold

(threefold increase) on an individual basis results in

the transfer of the financial instrument exposure

from Stage 1 to Stage 2.

In addition, the Group may apply the Low Credit Risk

Exemption at the reporting date, so that certain

exposures that continue to meet this condition may

remain in Stage 1. This exemption applies only to

quantitative significant increase in credit risk criteria;

therefore, qualitative criteria are not eligible for

exemption. The Group uses it on a limited basis,

documents it and reviews it periodically. When an

exposure no longer meets the low credit risk

condition, it transfers to Stage 2 in line with the

criteria above.

• Qualitative criteria: several indicators aligned with

ordinary credit risk management indicators (e.g. past

due for over 30 days, forbearance, early warning

indicators system, etc.). Each subsidiary has defined

these indicators for their portfolios, with special

attention to reinforcing these qualitative criteria

through expert judgment and aligning them to the

criteria used in management.

When the presumption of a significant deterioration

of credit risk is removed, due to a sufficient

improvement of the credit quality, the obligor can be

re-classified to stage 1, without any probationary

period in stage 2.

• Definition of default: Grupo and Banco Santander

incorporated the new definition to provisions

calculation according to the EBA’s guidelines; the

Group and the Bank are also considering applying it

to prudential framework. In addition, the default

definition and stage 3 have been aligned.

This definition considers the following criteria to

classify exposures as stage 3: financial instruments

with one or more payments more than 90

consecutive days past due, representing at least 1%

of the client's total exposure or the identification of

other criteria demonstrating, even in the absence of

defaults, that it is unlikely that the counterparty is

unlikely to meet all of its financial obligations.

The Group and the Bank apply the default criteria to

all exposures of the impaired client. Where an

obligor belongs to a group, the default criteria may

also be applied to all exposures of the group.

The default classification is maintained during the 3-

month test period following the disappearance of all

default indicators described above, and this period is

extended to one year for forbearances that have

been classified as default.

190

• Expected life of financial instruments: Grupo and

Banco Santander estimate the expected life of

financial instruments according to their contractual

terms (e.g. prepayments, duration, purchase options,

etc.).

The contractual period (including extension options)

is the maximum time frame for measuring the

expected credit loss. If financial instruments have an

undefined maturity period and undrawn amounts

(e.g. credit cards), the Group and the Bank estimate

their expected life based on the total exposure period

and effective management practices to mitigate

exposure.

1. Forward-looking vision

Estimating expected credit losses (ECL) requires

significant expert judgement and the incorporation of

historical, current and forward-looking information.

Expected loss estimates are therefore based on an

unbiased, probability-weighted likelihood of up to five

possible future scenarios that could affect the collection

of contractual cash flows. These scenarios consider the

time value of money, relevant information available on

past events, current conditions and forecasts of the

macroeconomic factors considered important in

estimating this amount (e.g. GDP, house prices and the

unemployment rate, among others).

Grupo and Banco Santander use forward-looking

information in internal management and regulatory

processes under several scenarios. The Group and the

Bank's guidelines and governance seek synergy and

consistency between these different processes.

2. Additional elements

Additional elements will be required when necessary

because they have not been captured under the two

previous elements. This has included, among others, the

analysis of sectors most affected if their impacts are not

sufficiently captured by the macroeconomic scenarios.

Also collective analysis techniques, when the potential

impairment in a group of clients cannot be identified

individually.

With the elements indicated above, Grupo and Banco

Santander have evaluated the evolution of the credit

quality of its customers, for the purposes of classifying

them into stages and consequently calculating expected

loss.

Management overlays

During 2025, the Group strengthened coverage across its

portfolios by implementing overlays, mainly in Brazil,

Chile and Mexico, where it increased the PMA buffer to

anticipate the impact of the year’s model recalibrations,

as well as other potential deviations.

In addition, the Group gradually released the

adjustments related to climate events, such as the

Valencia dana experienced in late October 2024, in the

case of Santander Spain and the Spanish DCB office.

Overall, the amount of overlays at year-end 2025

remains immaterial compared with the Group’s total

allowance for credit losses.

Exposure and loan-loss reserves

Then, considering the most relevant units of the Group

(United Kingdom, Spain, United States, Brazil, also Chile,

Mexico, Portugal, Poland, Argentina and Santander

Consumer Finance), which represent approximately 96%

of the total Group's provisions. The table below shows

the loan-loss reserves associated with each stage as of

31 December 2025 and  2024. In addition, depending on

the transactions credit quality, the exposure is divided

into four categories according to Standard & Poor's

rating scale:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and impairment losses by stage | | | | |
| EUR million | | | | |
|  | 2025 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 121,023 | 2,295 | — | 123,318 |
| From A+ to BB | 383,494 | 15,188 | — | 398,682 |
| From BB- to B- | 300,108 | 47,292 | — | 347,400 |
| CCC and below | 8,146 | 17,733 | 32,664 | 58,543 |
| Total exposure  B | 812,771 | 82,508 | 32,664 | 927,943 |
| Impairment  losses  C | 3,147 | 4,915 | 13,900 | 21,962 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and impairment losses by stage | | | | |
| EUR million | | | | |
|  | 2024 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 108,977 | 2,599 | — | 111,576 |
| From A+ to BB | 431,544 | 16,600 | — | 448,144 |
| From BB- to B- | 288,302 | 45,129 | — | 333,431 |
| CCC and below | 10,431 | 17,088 | 32,901 | 60,420 |
| Total exposure B | 839,254 | 81,416 | 32,901 | 953,571 |
| Impairment  losses  C | 3,276 | 4,715 | 13,669 | 21,660 |

A. Detail of credit quality ratings calculated for Group management

purposes.

B. Total exposure includes loan balances (drawn amounts) and off

balance (letters of credit + guarantees) and excludes REPOs, FV

portfolio, trading portfolio and undrawn commitments.

C. Includes provisions for undrawn authorized lines (loan

commitments).

191

The remaining units that form the totality of the Group

exposure, account for EUR 93,731 million EUR

89,094 million in stage 1; EUR 3,528 million in stage 2;

and EUR 1,109 million in stage 3 (in 2024 EUR

80,541 million  in stage 1; EUR  2,534 million in stage 2,

and EUR 874 million in stage 3.

The remaining exposure, including all financial

instruments not included before, amounts to EUR

834,911 million (EUR 665,476 million in  2024), and it

includes all undrawn authorized lines (loan

commitments).

As of 31 December 2025, the Group had EUR 334 million

net of provisions (EUR 559 million at 31 December  2024)

of purchased credit-impaired assets, which relate mainly

to the business combinations carried out by the Group.

In relation to the evolution of credit risk provisions, the

Group, together with its main geographies, monitors

them through sensitivity analyses that assess the impact

of changes in macroeconomic scenarios and their key

variables on the allocation of financial assets across

stages and on the measurement of credit risk provisions.

Additionally, based on consistent macroeconomic

scenarios, Grupo and Banco Santander also perform

stress tests and sensitivity analysis in a regular basis,

such as ICAAP, strategic plans, budgets and recovery and

resolution plans. In this sense, a prospective view of the

sensitivity of each of the Group’s loan portfolio is created

in relation to the possible deviation from the base

scenario, considering both the macroeconomic

developments in different scenarios and the three year

evolution of the business. These tests include potentially

adverse and favourable scenarios.

3. Credit risk management

Following is the risk information relating to the

geography of Grupo España portfolio in terms of

exposure and risk allowances.

This information includes sensitivity analysis, consisting

on simulations of +/-100 bp in the main macroeconomic

variables. A set of specific and complete scenarios is

used in each geography, where different shocks that

affect both the reference macroeconomic variable as

well as the rest of the parameters is simulated, with

different intensities. These shocks collect mainly the

most relevant risks and may be originated by

productivity, tax, wages or exchange and interest rates

factors.

Sensitivity is measured as the average variation on

expected loss corresponding to the aforementioned

movement of +/-100 bp. Following a conservative

approach, the negative movements take into account

one additional standard deviation in order to reflect the

potential higher variability of losses.

3.1. Credit portfolio in Spain

Portfolio overview

Santander España’s credit risk totalled EUR

302,271 million (26% of Grupo Santander’s total). It is

appropriately diversified among products and customer

segments.

The NPL ratio was 1.96%, 73 bps lower than in

December 2024. This decrease was driven by the

portfolio’s strong performance, supported by the

execution of the NPL reduction plan.

The NPL coverage ratio increased slightly to 55%(+2 p.p.

year-on-year). The cost of risk decreased to 0.44% (-7

bps vs. December 2024), driven by the strong

performance of the SME and corporate portfolios, partly

offset by the performance of the individuals portfolio.

Macroeconomic projections suggest the economy will

moderate its growth pace slightly, but will remain

dynamic and well above the eurozone average, as the

Spanish economy has largely been supported by

stronger domestic demand amid a weaker-than-

expected external sector.

Residential mortgage portfolio

Residential mortgages in Spain, including Santander

Consumer Finance business, amounted to EUR

60,002 million in 2025 (EUR 59,316 millions  in 2024),

99.64% of which have a mortgage guarantee (99.65% in

2024).

192

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million |  |  |  |  |
|  | 2025 | | | |
|  | Santander Group Spain | | Of Which, Banco Santander, S.A. | |
|  | Gross amount | Of which: impaired | Gross amount | Of which: Non-  performing |
| Home purchase loans to families | 60,002 | 625 | 59,809 | 620 |
| Without mortgage collateral | 215 | 7 | 215 | 7 |
| With mortgage collateral | 59,787 | 618 | 59,594 | 613 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million |  |  |  |  |
|  | 2024 | | | |
|  | Santander Group Spain | | Of Which, Banco Santander, S.A. | |
|  | Gross amount | Of which: impaired | Gross amount | Of which: Non-  performing |
| Home purchase loans to families | 59,316 | 789 | 59,113 | 785 |
| Without mortgage collateral | 208 | 11 | 209 | 11 |
| With mortgage collateral | 59,108 | 778 | 58,904 | 774 |

The NPL ratio for the residential mortgages portfolio

stood at  1.03%, with a reduction of 29 bps, compared to

31 December 2024, mainly due to by portfolio sales,

although credit risk registered an increase of 1.2%

compared to December 2024.

The mortgage portfolio for the acquisition of homes in

Spain is characterised by its medium-low risk profile,

which limits expectations of any potential additional

impairment:

• Principal is repaid on all mortgages from the start.

• Early repayment is common so the average life of the

transaction is well below that of the contract.

• High quality of collateral, concentrated almost

exclusively in financing for first homes.

• The average affordability rate  at 22% (24% in2024).

• The 94% of the portfolio has a LTV below 80%

calculated as total risk/latest available house

appraisal.

• All customers applying for a residential mortgage are

subject to a rigorous credit risk and viability

assessment, analysing whether their income is

sufficient to meet all repayments and will remain

stable over the term of the loan.

193

Breakdown of the credit with mortgage guarantee to

households for house acquisition, according to the

percentage that the total risk represents on the amount

of the latest available valuation (loan to value):

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |
|  | 2025 | | | | | |
| Loan to value ratio | | | | | |
|  | Less than or  equal to 40% | More than  40% and less  than 60% | More than  60% and less  than 80% | More than  80% and less  than or equal  to 100% | More than  100% | Total |
| Santander Group |  |  |  |  |  |  |
| Gross amount | 17,191 | 20,310 | 18,811 | 2,812 | 663 | 59,787 |
| Of which impaired | 122 | 158 | 151 | 84 | 103 | 618 |
| Of which, Banco Santander, S.A. |  |  |  |  |  |  |
| Gross amount | 17,102 | 20,245 | 18,783 | 2,804 | 660 | 59,594 |
| Of which,  impaired | 119 | 157 | 151 | 84 | 102 | 613 |

In November 2022, Royal Decree-Law 19/2022 was

published, which establishes a Code of Good Practices in

response to the rise in interest rates on mortgage loans

for primary residences and Royal Decree-Law 6/2012 of

protection measures for mortgage debtors without

resources. The code of good practices is focused on

granting capital grace periods and extending the term of

the operations. The requests made have not been

significant.

Corporate & SME financing

Credit risk with SME and corporates in commercial

banking amounted to EUR 99,395 million, lower than

December 2024, mainly due to the fall in the portfolio of

SMEs of 10.1%. This portfolio accounting for 33% of the

total, compared to 41% of CIB's portfolio, which from

2022 includes branches in Europe.

Most of the portfolio corresponds to clients who have

been assigned a credit analyst, who performs continuous

management of said clients during all phases of the risk

cycle.The portfolio is broadly diversified and not

concentrated by sector of activity.

The ICO loans that were granted as a result of the

pandemic (25,428 million euros) are being repaid

normally and there is a balance of EUR 10.857 billion, so

they now represent only around  3.6% of Santander

Spain's total portfolio. During 2025, Santander Spain

maintained its support and close engagement with SMEs

and the self-employed through the various support lines,

which were significantly less material than the post-

pandemic programmes (Líneas ICO Empresas y

Emprendedores, Línea ICO Internacional y Rehabilitación

de vivienda).

In the case of delinquent operations with ICO guarantee,

the transfer of the overdue guaranteed amounts will

take place as the guarantee is executed, regardless of

whether the guarantor is subrogated to the right to

receive said amounts, according to the regulation of

these guarantees. The de-recognition of the transferred

guaranteed amounts will entail the recognition, at its fair

value, of a collection right against the guarantor.

The portfolio’s NPL ratio stood at 4.10% in December

2025. The NPL ratio decreased by 97 bps compared to

December 2024, largely due to a proactive effort to

reduce the stock of NPLs in the SME portfolio, through

proactive management of non-performing exposures

supported by portfolio sales and the management of

specific cases.

Real estate activity

Santander has specialized teams that are in charge of

managing real estate business production and risk areas

that cover the entire life cycle of these operations.

The changes in gross property development loans to

customers were as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| Balance at beginning of year | 2,545 | 2,433 |
| Foreclosed assets | — | — |
| Net variation | 441 | 112 |
| Written-off assets | (2) | 0 |
| Balance at end of year | 2,984 | 2,545 |

194

The NPL ratio of this portfolio (considering only the on

balance amount) ended the year at 1.04% (compared

with 2.28% at December 2024). The table below shows

the distribution of the portfolio. The coverage ratio of the

real estate doubtful exposure in Spain stands at 36.21%

in 2024).

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| EUR million |  |  |  |  |  |  |
|  | 2025 | | | | | |
| Santander Group | | | Of which,  Banco Santander, S.A. | | |
| EUR Million | Gross amount | Excess of gross  exposure over  maximum  recoverable  amount of  effective  collateral | Specific  allowance | Gross amount | Excess of gross  exposure over  maximum  recoverable  amount | Specific  allowance |
| Financing for construction and  property development (including  land) (business in Spain) | 2,984 | 211 | 17 | 3,015 | 875 | (17) |
| Of which impaired | 31 | — | 11 | 31 | 4 | (11) |
| Memorandum items written-off  assets | 240 | — | — | 240 | — | — |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Memorandum items: Data from the public balance sheet | | |
| EUR million | | |
|  | 2025 | |
| Carrying amount | |
|  | Santander Group | Of which, Banco Santander, S.A. |
| Total loans and advances to customers excluding the Public sector  (business in Spain) (Book value) | 240,609 | 228,645 |
| Total consolidated assets (Total business) (Book value) | 1,867,515 | 836,783 |
| Impairment losses and credit risk allowances. Coverage for unimpaired  assets (business in Spain) | 1,086 | 1,145 |

195

At year-end, the distribution of this portfolio was as

follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR Million | | |
|  |  | |
|  | Loans: Gross amount | |
|  | Santander  Group | Of which,  Banco  Santander, S.A. |
| 1. Without mortgage guarantee | 14 | 14 |
| 2. With mortgage guarantee | 2,970 | 3,001 |
| 2.1 Completed buildings | 976 | 995 |
| 2.1.1 Residential | 658 | 677 |
| 2.1.2 Other | 318 | 318 |
| 2.2 Buildings and other  constructions under  construction | 1,981 | 1,993 |
| 2.2.1 Residential | 1,913 | 1,925 |
| 2.2.2 Other | 68 | 68 |
| 2.3 Land | 13 | 13 |
| 2.3.1 Developed  consolidated land | 9 | 9 |
| 2.3.2 Other land | 4 | 4 |
| Total | 2,984 | 3,015 |

Foreclosed properties

At 31 December 2025, the net balance of these assets

amounted to EUR 1,898 million (EUR 2,131 million at 31

December 2024), gross amount of EUR 4,258 million

(EUR 4,823 million at 31 December 2024); recognised

allowance of EUR 2,360 million (EUR 2,692 million at 31

December 2024).

196

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | 2025 | | | |
|  | Gross carrying  amount | Valuation  adjustments | Of which  impairment losses  on assets since  time of  foreclosure | Net Carrying  amount |
| Property assets arising from financing provided to  construction and property development companies | 3,843 | 2,144 | 1,591 | 1,699 |
| Of which: |  |  |  |  |
| Completed buildings | 481 | 324 | 282 | 157 |
| Residential | 129 | 71 | 60 | 58 |
| Other | 352 | 253 | 222 | 99 |
| Buildings under construction | 107 | 49 | 35 | 58 |
| Residential | — | — | — | — |
| Other | 107 | 49 | 35 | 58 |
| Land | 3,255 | 1,771 | 1,274 | 1,484 |
| Developed land | 776 | 429 | 260 | 347 |
| Other land | 2,479 | 1,342 | 1,014 | 1,137 |
| Property assets from home purchase mortgage loans to  households | 334 | 172 | 119 | 162 |
| Other foreclosed property assets | 81 | 44 | 36 | 37 |
| Total property assets | 4,258 | 2,360 | 1,746 | 1,898 |

The same information in the previous table reference to Banco Santander, S.A. is presented below:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million | | | | |
|  | 2025 | | | |
|  | Gross carrying  amount | Valuation  adjustments | Of which  impairment losses  on assets since  time of  foreclosure | Net Carrying  amount |
| Property assets arising from financing provided to  construction and property development companies | 277 | 189 | 165 | 88 |
| Of which: |  |  |  |  |
| Completed buildings | 268 | 184 | 160 | 84 |
| Residential | 71 | 39 | 33 | 32 |
| Other | 197 | 145 | 127 | 52 |
| Buildings under construction | — | — | — | — |
| Residential | — | — | — | — |
| Other | — | — | — | — |
| Land | 9 | 5 | 5 | 4 |
| Developed land | 5 | 3 | 3 | 2 |
| Other land | 4 | 2 | 2 | 2 |
| Property assets from home purchase mortgage loans to  households | 313 | 163 | 113 | 150 |
| Other foreclosed property assets | 64 | 35 | 29 | 29 |
| Total property assets | 654 | 387 | 307 | 267 |

197

In addition, the Group has shareholdings in entities

holding foreclosed assets amounting to EUR 36 million

and equity instruments foreclosed or received in

payment of debts amounting to EUR 10 million.

In recent years,  the Group and the Bank have considered

foreclosure to be an option to resolve cases of default

instead of legal proceedings. The Group and the Bank

initially recognise foreclosed assets at the lower of the

carrying amount of the debt (net of provisions) and the

fair value of the foreclosed asset (less estimated costs to

sell). Subsequent to initial recognition, the assets are

measured at the lower of fair value (less costs to sell)

and the amount initially recognised.

The fair value of this type of assets is determined by the

market value (appraisal) adjusted with discounts

obtained according to internal valuation methodologies

based on the entity's sales experience in goods with

similar characteristics.

The management of real estate assets on the balance

sheet is carried out through companies specializing in

the sale of real estate that is complemented by the

structure of the commercial network. The sale is realised

with at prices in accordance with the market situation

and the offer of wholesale buyers.

The gross movement in foreclosed properties were as

follows (EUR billion):

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 |
| Gross additions | 0.1 | 0.1 |
| Disposals | (0.7) | (0.8) |
| Difference | (0.6) | (0.7) |

Information on the estimation of impairment losses

The detail of Santander Spain exposure and loan-loss

reserves associated with each of the stages at 31

December, 2025 and  2024 is shown below. In addition,

the exposure is divided in four tranches of the Standard

& Poor's rating scale, according to their current credit

quality:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2025 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 35,407 | 171 | — | 35,578 |
| From A+ to BB | 109,001 | 1,453 | — | 110,454 |
| From BB- to B- | 37,089 | 8,262 | — | 45,351 |
| CCC and below | 2,189 | 1,680 | 5,761 | 9,630 |
| Total exposure B | 183,686 | 11,566 | 5,761 | 201,013 |
| Impairment  losses  C | 382 | 483 | 2,204 | 3,069 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Exposure and loan-loss reserves by stage | | | | |
| EUR million | | | | |
|  | 2024 | | | |
| Credit quality A | Stage 1 | Stage 2 | Stage 3 | Total |
| From AAA to AA- | 35,347 | 110 | — | 35,457 |
| From A+ to BB | 104,197 | 1,124 | — | 105,321 |
| From BB- to B- | 37,413 | 8,844 | — | 46,257 |
| CCC and below | 2,084 | 3,199 | 6,618 | 11,901 |
| Total exposure B | 179,041 | 13,277 | 6,618 | 198,936 |
| Impairment  losses  C | 340 | 570 | 2,953 | 3,863 |

A. Detail of credit quality ratings calculated for Group management

purposes. Excluding the SCIB branches business

B. Total exposure includes loan balances (drawn amounts) and off

balance (letters of credit + guarantees) and excludes REPOs, FV

portfolio, trading portfolio and undrawn commitments.

C. Includes provisions for undrawn authorized lines (loan commitments).

From the information detailed above, Banco Santander,

S.A. reaches a total gross exposure of EUR 353,957

million in the heading of financial assets at amortized

cost (see note 6 and 10) and EUR 149,881 million in loan

commitments granted for off-balance sheet exposures

(see note 31) Impairment losses amount to EUR 3,113

and EUR 179 million, respectively. (The amount of losses

due to impairment of off-balance sheet exposures

includes the coverage of financial guarantees and other

commitments granted in addition to the aforementioned

loan commitments).

For the estimation of the expected losses, the

prospective information is taken into account.

Specifically, Santander Spain considers three

macroeconomic scenarios, which are updated

periodically. The projected evolution for a period of five

years of the main macroeconomic indicators used by

Santander Spain for estimating expected losses as of

2025, is presented below:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2026-2030 | | |
| Variables | Pessimistic  scenario | Base  scenario | Optimistic  scenario |
| Interest rate | 2.7% | 2.5% | 2.3% |
| Unemployment rate | 12.1% | 9.7% | 8.2% |
| Housing price change | 3.3% | 4.1% | 4.7% |
| GDP growth | 0.2% | 1.6% | 2.4% |

198

Each macroeconomic scenarios is associated with a given

weight. As for its allocation, Santander Spain associates

the Base scenario with the highest weight, while

associating the lower weights to the most extreme

scenarios:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 |
| Pessimistic scenario | 30% | 30% |
| Base scenario | 40% | 40% |
| Optimistic scenario 1 | 30% | 30% |

The sensitivity analysis of the main portfolios expected

loss to variations of +/-100 bp for the macroeconomic

variables used in the construction of the scenarios, at

December 31 2025, is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Change in Provision | | |
|  | Mortgages | Corporates | Others |
| GDP Growth |  |  |  |
| -100 bps | 8.5% | 1.1% | 2.1% |
| +100 bps | (3.6)% | (0.9)% | (1.9)% |
| Housing price change |  |  |  |
| -100 bps | 8.4% | 1.5% | 3.4% |
| +100 bps | (6.7)% | (0.7)% | (1.8)% |
| Unemployment rate |  |  |  |
| -100 bps | (6.0)% | (1.5)% | (3.7)% |
| +100 bps | 14.7% | 1.8% | 4.7% |

To determine Stage 2 classification, Santander Spain

applies quantitative criteria based on identifying

increases in the lifetime PD of an exposure above a

relative or absolute threshold. The threshold differs by

portfolio depending on the characteristics of the

exposures, and an exposure is considered to exceed the

threshold when its lifetime PD increases by a set amount

compared with the PD at initial recognition. Santander

Spain calibrates these thresholds periodically, as

described in previous paragraphs. In addition, Santander

Spain applies a backstop to the relative threshold across

all portfolios. As a result, Santander Spain classifies

contracts as Stage 2 when their current PD has increased

by more than two times compared with the PD at

origination.

Santander Spain also considers specific qualitative

criteria that indicate a significant increase in credit risk,

regardless of how the PD has evolved since initial

recognition. Among other criteria, Santander Spain

considers that an exposure shows a significant increase

in credit risk when it is more than 30 days past due or

when its early warning system so determines.

4. Other credit risk aspects

4.1. Credit risk by activity in the financial markets

This section covers credit risk from treasury, with money

market financing and counterparty risk products to

satisfy the needs of customers (especially credit

institutions) and the Group and the Bank.

Counterparty credit risk is defined as the risk that could

arise from a total or partial failure to meet the financial

obligations entered into with the entity, because a

customer may default before the final settlement of the

transaction’s cash flows. This risk usually increases the

longer the period between the trade date and the

settlement date. It is a bilateral credit risk that can affect

both parties to the transaction, and its magnitude is

uncertain, as it depends on volatile market factors.

Within counterparty credit risk exposure, an additional

risk known as wrong-way risk may arise. It occurs when

exposure to a portfolio or counterparty increases at the

same time as its credit quality deteriorates. In other

words, wrong-way risk exists when default risk

increases and, as a result, the exposure to the

counterparty also increases. Santander has specific

models to measure and control this risk.

Settlement risk arises when the settlement of a

transaction involves a bilateral exchange of flows or

assets between two counterparties. For example, when

a counterparty buys dollars in exchange for euros,

settlement involves one party delivering euros and

receiving an equivalent amount of dollars from the

other. Settlement risk is the risk that one of the parties

fails to meet its settlement obligations. We have also

developed a global infrastructure and specific models to

measure this risk.

To manage and control counterparty risk, it is essential

to have an infrastructure that allows measuring current

and potential exposure at different levels of aggregation

and granularity in an agile and dynamic way, ensuring

the generation of reports with sufficient detail to

facilitate the understanding of exposures and the

decision-making process.

To measure exposure, Grupo Santander follows two

methodologies: mark-to-market (MtM or replacement

value in derivatives) plus potential future exposure (add-

on), and Monte Carlo simulation for calculating exposure

for some countries and products. Additionally, Santander

calculates capital at risk or unexpected loss, which is the

loss that constitutes economic capital net of guarantees

and recoveries, after deducting the expected loss.

199

After market close, Grupo Santander recalculates

exposures by adjusting all operations to their new time

horizon, adapting the potential future exposure and

applying mitigation measures (netting, collateral, among

others), so that exposures can be controlled daily against

the limits approved by senior management within the

risk appetite. Santander performs risk control through a

real-time integrated system, which allows the Group to

know at any moment the available exposure limit with

any counterparty, in any product and term, and across all

subsidiaries.

Grupo Santander runs monthly stress tests on

derivatives portfolios and securities financing

transactions (SFT). These exercises form an integral part

of the counterparty credit risk management process.

They allow us to assess the resilience of exposures

under adverse scenarios and support appropriate

identification, measurement and control of the

associated risks.

4.2. Concentration risk

Concentration risk control is an essential aspect of Grupo

and Banco Santander's management. The Group and the

Bank continuously monitors the level of concentration in

its credit risk portfolios applying various criteria:

geographic areas and countries, economic sectors and

groups of customers.

The board, via the risk appetite framework, determines

the maximum levels of concentration.

In line with these maximum levels and limits, the

executive risk committee establishes the risk policies

and reviews the appropriate exposure levels for the

effective management of the degree of concentration in

Santander’s credit risk portfolios.

Grupo and Banco Santander must adhere to the

regulation on large risks contained in the CRR, according

to which the exposure contracted by an entity with a

customer or group of associated customers will be

considered a large exposure when its value is equal to or

greater than 10% of eligible capital.

In addition, in order to limit large exposures, no entity

may assume exposures exceeding 25% of its eligible

capital with a single customer or group of associated

customers, having factored in the credit risk mitigation

effect contained in the regulation.

At the end of December, after applying risk mitigation

techniques, no group reaches the above-mentioned

thresholds.

Regulatory credit exposure with the 20 largest groups

within the scope of large risks represented 5.3% of the

outstanding credit risk with customers (lending to

customers plus off-balance sheet risks) as of December

2025. While the regulatory credit exposure with the 40

largest groups represents 8.4% of the credit risk.

The detail, by activity and geographical area of the

Group's risk concentration at 31 December 2025 is as

follows:

200

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million |  |  |  |  |  |
|  | 2025 A | | | | |
|  | Total | Spain | Other EU  countries | America | Rest of the  world |
| Central banks and Credit institutions | 326,316 | 61,256 | 71,853 | 119,532 | 73,675 |
| Public sector | 267,765 | 82,131 | 62,620 | 109,109 | 13,905 |
| Of which: |  |  |  |  |  |
| Central government | 239,153 | 66,479 | 57,468 | 101,768 | 13,438 |
| Other central government | 28,612 | 15,652 | 5,152 | 7,341 | 467 |
| Other financial institutions (financial business activity) | 207,044 | 16,301 | 50,819 | 101,600 | 38,324 |
| Non-financial companies and individual entrepreneurs (non-  financial business activity) (broken down by purpose) | 447,496 | 103,836 | 94,760 | 188,078 | 60,822 |
| Of which: |  |  |  |  |  |
| Construction and property development | 20,322 | 4,130 | 2,090 | 9,396 | 4,706 |
| Civil engineering construction | 5,128 | 1,835 | 1,740 | 1,468 | 85 |
| Large companies | 291,515 | 53,841 | 63,635 | 127,003 | 47,036 |
| SMEs and individual entrepreneurs | 130,531 | 44,030 | 27,295 | 50,211 | 8,995 |
| Households – other (broken down by purpose) | 543,928 | 88,602 | 98,262 | 142,560 | 214,504 |
| Of which: |  |  |  |  |  |
| Residential | 333,552 | 61,818 | 27,030 | 46,605 | 198,099 |
| Consumer loans | 192,746 | 19,784 | 69,670 | 87,491 | 15,801 |
| Other purposes | 17,630 | 7,000 | 1,562 | 8,464 | 604 |
| Total | 1,792,549 | 352,126 | 378,314 | 660,879 | 401,230 |

A. For the purposes of this table, the definition of risk includes the following items in the public balance sheet: 'Loans and advances to credit institutions', 'Loans

and advances to Central Banks', 'Loans and advances to Customers', 'Debt securities', 'Equity Instruments', 'Trading Derivatives', 'Hedging derivatives',

'Investments and financial guarantees given'.

201

The same information in the previous table referring to Banco Santander, S.A. it is presented below:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| EUR million |  |  |  |  |  |
|  | 2025 A | | | | |
|  | Total | Spain | Other EU  countries | America | Rest of the  world |
| Central banks and Credit institutions | 217,775 | 78,878 | 62,473 | 45,966 | 30,458 |
| Public sector | 130,438 | 63,072 | 44,153 | 15,173 | 8,040 |
| Of which: |  |  |  |  |  |
| Central government | 110,899 | 47,550 | 40,218 | 15,150 | 7,981 |
| Other central government | 19,539 | 15,522 | 3,935 | 23 | 59 |
| Other financial institutions (financial business activity) | 243,923 | 57,011 | 53,837 | 68,533 | 64,542 |
| Non-financial companies and individual entrepreneurs (Non-  financial business activity) (broken down by purpose) | 212,496 | 92,836 | 41,938 | 40,760 | 36,962 |
| Of which: |  |  |  |  |  |
| Construction and property development | 3,823 | 3,055 | 749 | 18 | 1 |
| Civil engineering construction | 3,433 | 1,835 | 909 | 604 | 85 |
| Rest of purposes | 205,240 | 87,946 | 40,280 | 40,138 | 36,876 |
| Large companies | 167,555 | 50,996 | 40,185 | 39,560 | 36,814 |
| SMEs and individual entrepreneurs | 37,685 | 36,950 | 95 | 578 | 62 |
| Households – other (broken down by purpose) | 78,720 | 76,883 | 491 | 710 | 636 |
| Of which: |  |  |  |  |  |
| Residential | 60,863 | 59,377 | 426 | 485 | 575 |
| Consumer loans | 10,795 | 10,722 | 8 | 29 | 36 |
| Other purposes | 7,062 | 6,784 | 57 | 196 | 25 |
| Total | 883,352 | 368,680 | 202,892 | 171,142 | 140,638 |

A. For the purposes of this table, the definition of risk includes the following items in the public balance sheet: 'Loans and advances to credit institutions', 'Loans

and advances to Central Banks', 'Loans and advances to Customers', 'Debt securities', 'Equity Instruments', 'Trading Derivatives', 'Hedging derivatives',

'Investments and financial guarantees given'.

4.3 Sectors identification and management

Grupo and Banco Santander conduct a quarterly review

of exposure to customers operating in sectors that could

be more affected by macroeconomic conditions (energy

consumption, commodity prices, and key

macroeconomic variables). This monitoring is

complemented by the use of internal tools that allow

projecting the behaviour and evolution of clients in each

sector under different macroeconomic scenarios.

Additionally, this process considers, among other things,

the following information at the sector level:

• Market information: Industries’ stock market

performance.

• Analysts’ EBITDA forecasts for the coming years.

• Internal information: Changes in credit exposure,

defaults (in different timelines) and stagings.

• Our industry experts’ opinion, based on specific

details about our exposures and our relationships

with customers.

The Group, and therefore the Bank, continued to

strengthen our ability to analyse potential losses at the

highest possible level of granularity by enhancing the

methodology and sector projection tools, based on the

resilience of each company’s financial statements under

different macroeconomic scenarios.

4.4. Sovereign risk and exposure to other public sector

entities

Sovereign risk arises from central bank transactions

(including regulatory cash reserves), government bonds

issued by the Treasury or equivalent bodies (public debt

portfolio), and transactions with public-sector entities

funded exclusively by a state’s budget revenues and with

no commercial activity.

202

Grupo and Banco Santander's The standard historically

applied by Grupo Santander differs from the one used by

the EBA in its periodic stress tests. The most significant

differences are that the EBA’s approach does not include

deposits with central banks, exposures held in insurance

companies, or indirect exposures through guarantees or

other instruments. By contrast, it does include public

administrations more broadly (including regional and

local authorities), and not only those of the central

government.

Grupo and Banco Santander continue to track and

manage transactions with sovereign risk based on

available information, such as reports by rating agencies

and international organizations. Grupo and Banco

Santander monitor each country where the Group and

the Bank have cross-border1 and sovereign risk. The

Group and the Bank analyse events that could affect the

country’s political or institutional stability and assign its

government or central bank a credit rating. This helps us

set limits for transactions with sovereign risk.

Over recent years, total sovereign risk exposure has

remained in line with regulatory requirements and the

strategy defined for managing this portfolio. Changes in

exposure across countries reflect the liquidity

management strategy and hedging of interest rate and

foreign exchange risk. International exposure is

diversified across countries with different

macroeconomic expectations and, consequently,

different growth, interest rate and exchange rate

scenarios..

At the end of December 2025, Grupo and Banco

Santander´s local sovereign exposure, in currencies other

than the official currency of the country of issuance, is

not significant (EUR 4,908 million, 1.2% of total

sovereign risk) according to our management criteria.

Furthermore, exposure to non-local sovereign issuers

involving cross-border risk is even less significant2EUR

17,002 million, 4.0% of total sovereign risk).

Sovereign exposure in Latin America is mostly in local

currency, and is recognised in the local accounts and

concentrated in short- term maturities.

1  Risks with domestic public or private borrowers in foreign currency and

originated outside the country.

2 Countries that are not considered low risk by Banco de España.

Our investment strategy for sovereign risk considers

country’s credit quality to set the maximum exposure

limits. The following table shows the percentage of

exposure by ratingA:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 |
| AAA | 18% | 21% |
| AA | 17% | 18% |
| A | 43% | 41% |
| BBB | 14% | 11% |
| Less than BBB | 9% | 9% |

A.    Internal ratings are applied.

203

Sovereign exposure at the end of December 2025 is

shown in the table below (data in million euros):

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | 2025 | | | | |  | 2024 |
|  | Portfolio | | | |  |  |  |
| Country | Financial assets  held for trading  and Financial  assets  designated as FV  with changes in  results | Financial assets  at fair value  through other  comprehensive  income | Financial assets  at amortised  cost | Non-trading  financial assets  mandatorillly at  fair value  through profit or  loss | Total net direct  exposure |  | Total net direct  exposure |
| Spain | 3,852 | 112 | 58,044 | — | 62,008 |  | 56,293 |
| Portugal | (659) | 1,199 | 6,767 | — | 7,307 |  | 7,652 |
| Italy | 2,875 | 440 | 12,557 | — | 15,872 |  | 12,915 |
| Greece | — | — | — | — | — |  | — |
| Ireland | (38) | — | — | — | (38) |  | — |
| Rest Eurozone | 3,684 | 254 | 10,443 | — | 14,381 |  | 6,212 |
| UK | 907 | 1,001 | 5,687 | — | 7,595 |  | 8,772 |
| Poland | 1,141 | 6,339 | 13,333 | — | 20,813 |  | 14,286 |
| Rest of Europe | 8 | — | 526 | — | 534 |  | 954 |
| US | 4,783 | 4,320 | 15,943 | — | 25,046 |  | 24,926 |
| Brazil | 8,089 | 9,533 | 8,543 | — | 26,165 |  | 26,641 |
| Mexico | 10,663 | 7,652 | 7,599 | — | 25,914 |  | 21,642 |
| Chile | 676 | 2,666 | 5,254 | — | 8,596 |  | 6,900 |
| Rest of America | 2,593 | 1,654 | 2,151 | — | 6,398 |  | 4,431 |
| Rest of the World | 211 | 17 | 4,128 | — | 4,356 |  | 7,003 |
| TOTAL | 38,785 | 35,187 | 150,975 | — | 224,947 |  | 198,627 |

204

5. Forborne loan portfolio

The customer debt redirection policy incorporates the

regulatory requirements of the EBA guidelines on the

management of non-performing exposures, refinancing

and restructuring. This policy acts as a reference for the

transposition in our subsidiaries and shares the

applicable supervisory expectations.

This policy also sets down rigorous criteria for

evaluating, classifying and monitoring forbearances to

support the strictest possible care and diligence in

recovering due amounts. Thus, it dictates that Grupo and

Banco  Santander must adapt payment obligations to

customers' current circumstances. Our forbearance

policy also defines classification criteria to support Grupo

and Banco Santander recognize risks appropriately.

Forbearances must remain classified as non-performing

or in watch-list for a prudential period for reasonable

certainty of repayment. In no case will repayments be

used to delay the immediate recognition of losses or so

that their use distorts the timely recognition of the risk

of non-payment.

At 31 December 2025, forbearance stock fell again and

stood at EUR 25,235 million, due to the good payment

behaviour in the main geographies. In terms of credit

quality, 53% of the loans is classified as credit impaired,

with a coverage ratio of 41%. In addition, 47% of the

portfolio is classified as performing.

The following terms are used with the meanings

specified below:

• Refinancing transaction: transaction that is granted

or used, for reasons relating to current or

foreseeable financial difficulties of the borrower, to

repay one or more of the transactions granted to it,

or through which the payments on such transactions

are brought fully or partially up to date, in order to

enable the borrowers of the cancelled or refinanced

transactions to repay their debt (principal and

interest) because they are unable, or might

foreseeably become unable, to comply with the

conditions there of in due time and form.

• Restructured transaction: transaction with respect to

which, for economic or legal reasons relating to

current or foreseeable financial difficulties of the

borrower, the financial terms and conditions are

modified in order to facilitate the payment of the

debt (principal and interest) because the borrower is

unable, or might foreseeably become unable, to

comply with the aforementioned terms and

conditions in due time and form, even if such

modification is envisaged in the agreement.

205

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Current refinancing and restructuring balances | | | | | | | |  |  |  |  |  |  |  |
| Amounts in EUR million, except number of transactions that are in units | | | | | | | |  |  |  |  |  |  |  |
|  | 2025 | | | | | | | | | | | | | |
|  | Total | | | | | | | Of which, non-performing/Doubtful | | | | | | |
|  | Without real guarantee | | With real guarantee | | | |  | Without real guarantee | | With real guarantee | | | |  |
|  |  |  |  |  | Maximum amount of  the actual collateral  that can be  considered | | Impairment  of  accumulated  value or  accumulated  losses in fair  value due to  credit risk |  |  |  |  | Maximum amount of  the actual collateral  that can be considered | | Impairment of  accumulated  value or  accumulated  losses in fair  value due to  credit risk |
|  | Number of  transactions | Gross amount | Number of  transactions | Gross  amount | Real estate  guarantee | Rest of real  guarantees | Number of  transactions | Gross  amount | Number of  transactions | Gross  amount | Real estate  guarantee | Rest of real  guarantees |
| Credit entities | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Public sector | 14 | 6 | 9 | 7 | 5 | — | 8 | 5 | 2 | 9 | 7 | 5 | — | 8 |
| Other financial institutions and:  individual shareholder | 933 | 94 | 462 | 182 | 117 | 15 | 94 | 579 | 50 | 259 | 75 | 22 | 11 | 89 |
| Non-financial institutions and  individual shareholder | 489,192 | 5,095 | 42,700 | 5,596 | 3,271 | 923 | 2,713 | 296,008 | 2,901 | 26,767 | 2,585 | 1,166 | 420 | 2,420 |
| Of which financing for  constructions and property  development | 249 | 21 | 523 | 739 | 695 | 4 | 75 | 167 | 3 | 264 | 156 | 115 | 4 | 50 |
| Other warehouses | 3,000,071 | 4,556 | 515,253 | 9,699 | 3,752 | 3,777 | 3,665 | 1,620,343 | 2,401 | 296,470 | 5,313 | 1,730 | 2,232 | 2,991 |
| Total | 3,490,210 | 9,751 | 558,424 | 15,484 | 7,145 | 4,715 | 6,480 | 1,916,935 | 5,354 | 323,505 | 7,980 | 2,923 | 2,663 | 5,508 |
| Financing classified as non-current  assets and disposable groups of  items that have been classified as  held for sale | 13,499 | 261 | 4,630 | 566 | 406 | 14 | 171 | 6,901 | 120 | 1,720 | 235 | 110 | 5 | 145 |

206

The same information in the previous table referring to Banco Santander, S.A. it is presented below:

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Current refinancing and restructuring balances | | | | | | | |  |  |  |  |  |  |  |
| Amounts in EUR million, except number of transactions that are in units | | | | | | | |  |  |  |  |  |  |  |
|  | 2025 | | | | | | | | | | | | | |
|  | Total | | | | | | | Of which, non-performing/Doubtful | | | | | | |
|  | Without real guarantee | | With real guarantee | | | |  | Without real guarantee | | With real guarantee | | | |  |
|  |  |  |  |  | Maximum amount of  the actual collateral  that can be  considered | | Impairment of  accumulated  value or  accumulated  losses in fair  value due to  credit risk |  |  |  |  | Maximum amount of  the actual collateral  that can be  considered | | Impairment  of  accumulated  value or  accumulated  losses in fair  value due to  credit risk |
|  | Number of  transactions | Gross amount | Number of  transactions | Gross  amount | Real estate  guarantee | Rest of real  guarantees | Number of  transactions | Gross amount | Number of  transactions | Gross  amount | Real estate  guarantee | Rest of real  guarantees |
| Credit entities | — | — | — | — | — | — | — | — | — | — | — | — | — | — |
| Public sector | 9 | 3 | 1 | 1 | 1 | — | — | 3 | — | 1 | 1 | 1 | — | — |
| Other financial companies and sole  proprietorships (financial business  activity) | 122 | 52 | 53 | 166 | 114 | 11 | (52) | 55 | 10 | 31 | 62 | 20 | 10 | (47) |
| Non-financial corporations and sole  proprietorships (non-financial business  activity) | 19,801 | 1,882 | 3,893 | 1,594 | 783 | 186 | (791) | 11,790 | 925 | 2,633 | 965 | 414 | 97 | (731) |
| Of which, financing for construction  and real estate development (including  land) | 3 | — | 72 | 41 | 38 | 3 | (10) | 3 | — | 40 | 25 | 21 | 3 | (9) |
| Other warehouses | 11,930 | 151 | 10,917 | 649 | 594 | 3 | (194) | 3,382 | 42 | 5,971 | 368 | 328 | 2 | (157) |
| Total | 31,862 | 2,087 | 14,864 | 2,410 | 1,491 | 199 | (1,037) | 15,230 | 977 | 8,636 | 1,397 | 763 | 108 | (935) |
| Financing classified as non-current assets  and disposable groups of items that have  been classified as held for sale | — | — | — | — | — | — | — | — | — | — | — | — | — | — |

207

In 2025, the amortised cost of financial assets owned by

the Bank whose contractual cash flows were modified

during the year when the corresponding loss adjustment

was valued at an amount equal to the expected credit

losses over the life of the asset amounted to EUR 178

million (EUR 291 million in 2024), without these

modifications having a material impact on the income

statement. Also, during 2025, the total of financial

assets owned by the Bank that have been modified since

the initial recognition, and whose correction for expected

loss has gone from being valued during the entire life of

the asset to the following twelve months, amounts to

EUR 966 million (EUR 1,746 million in 2024).

The transactions presented in the foregoing tables were

classified at 31 December 2025 by nature, as follows:

• Credit impaired: Operations that rest on an

inadequate payment scheme will be classified within

the non-performing category, regardless they

include contract clauses that delay the repayment of

the operation throughout regular payments or

present amounts written off the balance sheet for

being considered irrecoverable.

• Performing: Operations not classifiable as non-

performing will be classified within this category.

Operations will also be classified as normal if they

have been reclassified from the non-performing

category for complying with the specific criteria

detailed below:

a A period of a year must have passed from the

refinancing or restructuring date.

b The owner must have paid for the accrued

amounts of the capital and interests, thus

reducing the rearranged capital amount, from the

date when the restructuring of refinancing

operation was formalised.

c The owner must not have any other operation

with amounts past due by more than 90

consecutive days of material delay on the date of

the reclassification to the normal risk category.

Attending to the credit attention   47%   of the forborne

loan transactions are classified as other than non-

performing. Particularly noteworthy are the level of

existing guarantees  ( 47%  of transactions are secured by

collateral) and the coverage provided by specific

allowances (representing   26%   of the total forborne loan

portfolio and   41%   of the non-performing portfolio).

c) Market, structural and liquidity risk

1. Activities subject to market risk and types of

market risk

Activities exposed to market risk encompass transactions

where risk is assumed as a consequence of potential

changes in interest rates, inflation rates, exchange rates,

stock prices, credit spreads, commodity prices, volatility

and other market factors; the liquidity risk from our

products and markets, and the balance-sheet liquidity

risk. Therefore, they include trading risks and structural

risks.

• Interest rate risk arises from movements in interest

rates that reduce the value of a financial instrument,

a portfolio or the Group or the Bank . It can affect

loans, deposits, debt securities, most assets and

liabilities held for trading, and derivatives.

• Inflation rate risk arises from movements in

inflation that can reduce the value of a financial

instrument, a portfolio or the Group or the Bank.  It

can affect loans, debt securities and derivatives (e.g.

inflation swaps and futures) whose profitability is

linked to inflation.

• Exchange rate risk is the possibility of loss because

the currency of a long or open position will

depreciate against the base currency. It can affect

debt in subsidiaries whose local currency is not the

euro, as well as loans denominated in a foreign

currency.

• Equity risk is the possibility of loss from open

positions in securities if their market price or

expected future dividends fall. It affects shares, stock

market indices, convertible bonds and derivatives

with shares as the underlying asset (put, call, equity

swaps, etc.).

• Credit spread risk is the possibility of loss from open

positions in fixed-income securities or credit

derivatives if their yield curve, or the recovery rate of

their issuer or type change. A spread is the yield

difference between financial instruments against a

benchmark (e.g. the internal rate of return (IRR) of

government bonds and interbank interest rates).

• Commodity price risk is the possibility of loss from

movements in commodity prices.  Grupo and Banco

Santander's  commodity exposure is minor and stems

mainly from commodity derivatives.

• Volatility risk is the possibility of loss caused by

movements in interest rates, exchange rates, the

stock market, credit spreads and other risk factors

affecting portfolio value. It is inherent to all financial

instruments whose value considers volatility

(especially options contracts).

208

Derivative contracts (such as options, futures, forwards

and swaps) can mitigate market risks partially or fully.

Additionally, other more complex coverage market risks

are considered, such as correlation risk, market liquidity

risk, prepayment or cancellation risk and subscription

risk .

• Correlation risk is the possibility of loss due to an

adverse correlation between risk variables that affect

portfolio value. Risk variables could be the same (e.g.

two FX rates) or different (e.g. an interest rate and a

commodity price).

• Market liquidity risk is the possibility that fewer

market makers or institutional investors, a large

number of transactions, market instability and other

factors will cause the Group or a subsidiary to exit a

position at a worse market price or trade cost.

Exposure to different products and currencies can

also increase this risk.

• Pre-payment or cancellation risk originates when

mortgages, deposits and other on-balance-sheet

instruments give holders the option to buy or sell

them, thus altering future cash flows. Potential

mismatches on the balance sheet pose a risk since

cash flows may have to be reinvested at an interest

rate that is potentially lower (assets) or higher

(liabilities).

• Underwriting risk is the possibility that the bank will

have to hold part of a debt issue it has underwritten

or agreed to place if it cannot all be placed among

potential buyers.

Balance sheet liquidity risk (unlike market liquidity risk)

is the possibility of loss caused by forced disposal of

assets or cash flow imbalance if the bank meets its

payment obligations late or at excessive cost. It can

cause losses by forced asset sales or impacts on margins

due to the mismatch between expected cash inflows and

outflows.

Pension and actuarial risks (explained at the end of this

section) also depend on market variables.

Grupo and Banco Santander aim to comply with the

Basel Committee’s Fundamental Review of the Trading

Book (FRTB) and the EBA’s Guidelines on the

management of interest rate risk arising from non-

trading book activities. The purpose of several projects

Grupo Santander runs is to provide risk control managers

and teams with the best market risk management tools

under the right governance framework for the models

Grupo Santander uses for metric reporting; and to

comply with regulation on the risks mentioned above.

2. Trading market risk management

Setting market risk limits in a dynamic process according

to the risk appetite in the annual limits plan prepared by

senior management and extended to all subsidiaries.

The standard methodology for risk management and

control in trading, measures the maximum expected loss

with a specific level of confidence and time frame. The

standard for historical simulation is a confidence level of

99% over one day.

Grupo and Banco Santander apply statistical

adjustments efficiently to incorporate recent

developments affecting our levels of risk. Our time

frame is two years or at least  520 days from the

reference date of the VaR calculation.

The balance sheet items in the Group’s consolidated

position that are subject to market risk are shown below,

distinguishing those positions for which the main risk

metric is VaR from those for which risk monitoring is

carried out using other metrics:

209

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| EUR million |  |  |  |  |
|  |  | Main market risk metric | |  |
|  | Balance sheet  amount | VaR | Other | Main risk factor for 'Other'  balance |
| Assets subject to market risk |  |  |  |  |
| Cash, cash balances at central banks and other  deposits on demand | 152,281 |  | 152,281 | Interest rate |
| Financial assets held for trading | 252,318 | 252,318 |  |  |
| Non-trading financial assets mandatorily at fair  value through profit or loss | 7,761 | 5,815 | 1,946 | Interest rate, spread |
| Financial assets designated at fair value through  profit or loss | 8,046 | — | 8,046 | Interest rate, spread |
| Financial assets designated at fair value through  other comprehensive income | 74,612 | 2,281 | 72,331 | Interest rate, spread |
| Financial assets at amortized cost | 1,202,689 |  | 1,202,689 | Interest rate, spread |
| Hedging derivatives | 3,931 |  | 3,931 | Interest rate, exchange  rate |
| Changes in the fair value of hedged items in  portfolio hedges of interest risk | 50 |  | 50 | Interest rate |
| Other assets | 165,827 |  |  |  |
| Total assets | 1,867,515 |  |  |  |
|  |  |  |  |  |
| Liabilities subject to market risk |  |  |  |  |
| Financial liabilities held for trading | 171,546 | 171,546 |  |  |
| Financial liabilities designated at fair value through  profit or loss | 42,148 | — | 42,148 | Interest rate, spread |
| Financial liabilities at amortized cost | 1,421,184 |  | 1,421,184 | Interest rate, spread |
| Hedging derivatives | 4,248 |  | 4,248 | Interest rate, exchange  rate |
| Changes in the fair value of hedged items in  portfolio hedges of interest rate risk | 49 |  | 49 | Interest rate |
| Other liabilities | 115,592 |  |  |  |
| Total liabilities | 1,754,767 |  |  |  |
| Equity | 112,748 |  |  |  |

210

The following table displays the latest and average VaR

values at 99% by risk factor over the last three years. It

also shows the minimum and maximum VaR values in

2025 and 97.5% ES at the end of December 2025:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| VaR statistics and expected shortfall by risk factorA | | | | | | | | |
| EUR million. VaR at 99% and ES at 97.5% with one day time horizon | | | | | | | | |
|  | 2025 | | | | |  | 2024 | |
|  | VaR (99%) | | | | ES (97.5%) |  | VaR | |
|  | Min | Average | Max | Latest | Latest |  | Average | Latest |
| Total Trading | 9.6 | 17.6 | 29.2 | 18.7 | 16.9 |  | 17.1 | 18.7 |
| Diversification effect | (10.7) | (21.0) | (59.3) | (17.7) | (18.9) |  | (19.8) | (27.3) |
| Interest rate | 11.2 | 16.5 | 23.0 | 15.3 | 16.4 |  | 17.0 | 20.2 |
| Equities | 2.4 | 6.5 | 10.8 | 8.1 | 7.5 |  | 6.0 | 9.5 |
| Exchange rate | 3.3 | 7.4 | 37.5 | 6.3 | 5.8 |  | 5.8 | 5.9 |
| Credit spread | 3.2 | 5.7 | 10.2 | 4.8 | 4.8 |  | 4.9 | 5.3 |
| Commodities | 0.2 | 2.5 | 7.0 | 1.9 | 1.3 |  | 3.2 | 5.1 |
|  |  |  |  |  |  |  |  |  |
| Total Europe | 9.6 | 15.0 | 28.2 | 13.2 | 13.2 |  | 12.7 | 16.0 |
| Diversification effect | (8.9) | (18.0) | (32.4) | (15.9) | (17.8) |  | (15.4) | (18.4) |
| Interest rate | 9.0 | 13.3 | 19.2 | 11.4 | 13.3 |  | 12.0 | 14.4 |
| Equities | 2.7 | 6.4 | 11.0 | 7.4 | 7.1 |  | 5.9 | 8.8 |
| Exchange rate | 3.7 | 7.3 | 19.7 | 5.3 | 5.7 |  | 5.1 | 5.8 |
| Credit spread | 3.0 | 5.8 | 10.4 | 4.9 | 4.8 |  | 4.9 | 5.3 |
| Commodities | 0.1 | 0.2 | 0.3 | 0.1 | 0.1 |  | 0.2 | 0.1 |
|  |  |  |  |  |  |  |  |  |
| Total North America | 3.7 | 5.8 | 8.9 | 5.5 | 5.3 |  | 6.9 | 6.4 |
| Diversification effect | (0.4) | (1.7) | (6.3) | (1.6) | (1.8) |  | (1.1) | (0.8) |
| Interest rate | 3.8 | 5.9 | 8.8 | 4.8 | 4.9 |  | 6.9 | 6.6 |
| Equities | 0.1 | 0.8 | 3.2 | 1.0 | 1.0 |  | 0.2 | 0.1 |
| Exchange rate | 0.2 | 0.8 | 3.2 | 1.3 | 1.2 |  | 0.9 | 0.5 |
|  |  |  |  |  |  |  |  |  |
| Total South America | 3.2 | 7.6 | 16.5 | 5.8 | 5.9 |  | 9.0 | 9.5 |
| Diversification effect | (0.3) | (5.2) | (28.7) | (8.7) | (6.2) |  | (6.9) | (5.5) |
| Interest rate | 2.8 | 7.2 | 18.1 | 4.0 | 3.8 |  | 8.8 | 6.5 |
| Equities | 0.2 | 1.5 | 7.2 | 2.2 | 2.3 |  | 1.2 | 2.1 |
| Exchange rate | 0.4 | 1.6 | 12.9 | 6.5 | 4.7 |  | 2.7 | 1.3 |
| Commodities | 0.1 | 2.5 | 7.0 | 1.8 | 1.3 |  | 3.2 | 5.1 |

A.  In South and North America, VaR levels of credit spreads and commodities are not shown separately due to their low or null materiality.

VaR at the end of December (EUR 18.7 million  was only

EUR  0.03 million  compared to the end of 2024,

reflecting sustained high market volatility, ongoing

geopolitical risk and concerns over inflation trends,

which could pick up again as a result of new US trade

policies.

By risk factor, average VaR (EUR  17.6 million  was hig her

across several risk factors, especially for foreign

exchange, with high market volatility for certain

currencies such as the US dollar and the Argentine peso.

Temporary spikes in VaR across the different factors

generally reflect isolated increases in market price

volatility rather than significant changes in positions.

By region, average VaR was higher than the 2024

average in Europe, mainly due to interest rate and

foreign exchange risk factors, while it was lower in North

America and South America.

211

Backtesting

Actual losses can differ from predicted losses because of

the VaR’s limitations. The Bank and the Group  measures

the accuracy of the VaR calculation model to make sure it

is reliable. The most important tests  Grupo Santander

and Banco run  involve backtesting:

• In hypothetical P&L backtesting and for the total

portfolio, two exceptions (a daily loss higher than

VaR or a daily gain higher than VaE) were observed in

2025 for VaR at a  99%  confidence level, on 9 and 11

April, as a result of high market volatility, mainly

driven by uncertainty over the potential impact of

new US trade policies

• The exceptions observed in the past year are

consistent with the assumptions of the VaR calculation

model.

3. Structural balance sheet risks

3.1. Main aggregates and variations

Consistent with previous years, the market risk profile of

Grupo and Banco Santander’s  balance sheet remained

moderate in 2025 in terms of asset, shareholders’ equity

and NII volumes, each subsidiaries.

Each subsidiary’s finance division manages interest rate

risk from commercial banking and is responsible for

handling structural risk from interest rate fluctuations.

To measure interest rate risk, Grupo Santander uses

statistical models based on strategies to mitigate

structural risk with interest-rate instruments (such as

bonds and derivatives) to keep risk profile within risk

appetite.

The NII and EVE sensitivities below are based on

scenarios of parallel interest rate movements from -100

to +100 basis points.

Structural VaR

With such a homogeneous metric as VaR, Grupo

Santander can fully monitor market risk in the banking

book (excluding CIB trading activity). The Bank

differentiates fixed income based on interest rates and

credit spreads in ALCO portfolios, FX rates and shares.

In general, the structural VaR of Grupo and Banco

Santander total assets and equity is minor.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Structural VaR | | | | | | | |
| EUR million. Structural VaR 99% with a temporary horizon of one day. | | | | | | | |
|  | 2025 | | | | | 2024 | |
|  | Minimum | Average | Maximum |  | Latest | Average | Latest |
| Structural VaR | 598.5 | 662.9 | 751.9 |  | 690.1 | 747.7 | 687.5 |
| Diversification effect | (155.9) | (258.4) | (265.6) |  | (206.6) | (386.4) | (268.6) |
| VaR Interest Rate A | 158.3 | 177.3 | 205.8 |  | 177.6 | 412.0 | 235.2 |
| VaR Exchange Rate | 486.0 | 597.7 | 648.7 |  | 572.4 | 571.7 | 594.4 |
| VaR Equities | 110.1 | 146.3 | 163.0 |  | 146.7 | 150.4 | 126.5 |

A.  Includes credit spread VaR on ALCO portfolios.

Structural interest rate risk:

– Europe

At the end of December, net interest income (NII) for our

main balance sheets showed positive sensitivity to

interest rate increases. As of the same date, the

economic value of equity (EVE) showed negative

sensitivity to interest rate increases.

At the end of December 2025, under the scenarios

previously described, the most significant NII sensitivity

risk was concentrated in the euro, at EUR 561 million;

the pound sterling, EUR 169 million; the Polish złotyr,

EUR 51 million; and the US dollar, EUR 50 million , all

linked to interest rate cut risk.

212

The most significant risk to the economic value of equity

was concentrated in the euro yield curve, at EUR

1,087 million; in pound sterling, at EUR 614 million; the

Polish złoty, at EUR 275 million euros; and the US dollar,

at EUR 104 million euros, all linked to interest rate rise

risk.

Exposure was moderate in relation to annual budget and

capital levels in 2025.

– North America

At the end of December, net interest income (NII) for our

North America balance sheets showed positive

sensitivity to interest rate increases in the United States,

while showing negative sensitivity to the same scenario

in Mexico. In both cases, the economic value of equity

(EVE) showed negative sensitivity to interest rate

increases.

Exposure was moderate in relation to annual budget and

capital levels in 2025.

At the end of December 2025, significant risk to NII was

mainly in the US and amounted to EUR 49 million.

The most significant risk to EVE was in the US and

amounted to EUR 570 million.

– South America

EVE and NII on our main South American balance sheets

are generally positioned for interest rate cuts.

In 2025, exposure across all countries remained

moderate in relation to the annual budget and capital

levels.

At the end of December, the most significant risk to NII

was mainly in Brazil (EUR 57 million).

Most significant risk to EVE was recorded in Brazil (EUR

257 million) and in Chile (EUR 225 million).

Structural foreign currency rate risk/results hedging

Grupo Santander's structural FX risk stems mainly from

the income and hedging of foreign currency transactions

for permanent financial investments. In the dynamic

management of this risk, Grupo Santander aims to limit

the impact of FX rate movements on the core capital

ratio. In 2025, the hedged of the different currencies that

have an impact on our core capital ratio was close to

100%.

In December 2025, the largest permanent exposures

(with their potential impact on equity) were, in this

order, in pound sterling, US dollars, Brazilian reais,

Mexican pesos, Polish zlotys and Chilean pesos.

Grupo and Banco Santander use FX derivatives to hedge

part of those permanent positions. The Finance division

manages FX risk and hedging for the expected profits

and dividends of subsidiaries whose base currency is not

the euro.

Structural equity risk

Grupo Santander holds equity positions in its banking

and trading books. They are either equity instruments or

stock, depending on the share of ownership or control.

At the end of December 2025, the equities and

shareholdings in the banking book were diversified

among Spain, China, Morocco, Poland and other

countries. Most of them invest in the financial and

insurance sectors. Grupo Santander has minor equity

exposure to property and other sectors.

Structural equity positions are exposed to market risk.

The Group calculates its VaR with a set of market prices

and proxies. At the end of the year 2025, VaR at a 99%

confidence level over a one-day horizon was EUR

147 million (EUR 127 million in 2024).

3.2.Methodologies

Structural interest rate risk

The Group and the Bank measure the potential impact of

interest rate movements on EVE and NII. Because

changing rates may generate impacts, Grupo Santander

must manage and control many subtypes of interest rate

risk, such as repricing risk, curve risk, basis risk and

option risk (e.g. behavioural or automatic).

Interest rate risk in the balance sheet and market

conditions and outlooks could necessitate certain

financial measures to achieve Group and Bank’s desired

risk profile (such as selling positions or setting interest

rates on products markets).

The metrics uses to monitor IRRBB include NII and EVE

sensitivity to interest rate movements.

• Net interest income sensitivity

Net interest income (NII) is the difference between

interest income from assets and the interest cost of

liabilities in the banking book over a typical one- to

three-year horizon (one year being standard in Grupo

Santander). Because NII sensitivity is the difference in

income between a selected scenario and the base

scenario, its values can be as many as considered

scenarios. It enables us to see short-term risks and

supplement economic value of equity (EVE) sensitivity.

• Economic value of equity sensitivity

Economic value of equity (EVE) is the difference between

the current value of all assets minus the current value of

all liabilities in the banking book. It does not include

shareholders’ equity and non-interest-bearing

instruments. The sensitivity of the economic value of

own funds is obtained as the difference between said

economic value calculated with a selected scenario and

that calculated with a base scenario.

213

Because EVE sensitivity is the difference in EVE between

a selected scenario and the base scenario, it can have as

many values as considered scenarios. It enables us to

see long-term risks and supplement NII sensitivity.

Structural exchange-rate risk/hedging of results

Every day, Grupo Santander measures FX positions, VaR

and P/L.

Structural equity risk

Grupo Santander measures equity positions, VaR and P/

L.

#### 4.Liquidity risk

Structural liquidity management aims to fund the Group

and the Bank’s recurring activity optimising maturities

and costs, while avoiding taking on undesired liquidity

risks.

Grupo and Banco Santander’s liquidity management is

based on the following principles:

• Define liquidity risk and provide detailed

assessments of current and emerging material

liquidity risks.

• Define liquidity risk metrics, review and challenge

liquidity risk appetite and limits on first line of

defence proposals.

• Evaluates and challenges commercial/business

proposals; It provides senior management and

business units with the necessary elements to

understand the liquidity risk of Santander's

businesses and operations.

• Supervise the liquidity risk management of the first

line of defence and assess the permanence of

businesses within the limits of liquidity risk.

• Reports on compliance with risk appetite limits and

exceptions, if any, to governing bodies.

• Provides a consolidated view of liquidity risk

exposures and liquidity risk profile.

• Confirms the existence of adequate liquidity

procedures to manage the business within the limits

of risk appetite.

The effective application of these principles by all

institutions comprising the Group required the

development of a unique management framework built

upon three fundamental pillars:

• A solid organisational and governance model that

supports the involvement of the subsidiaries’ senior

management in decision-taking and its integration

into the Group’s global strategy. The decision-making

process for all structural risks, including liquidity and

funding risk, is carried out by local Asset and Liability

Committees (ALCOs) in coordination with the global

ALCO, which is the body empowered by the Bank's

board in accordance with the corporate Asset and

Liability Management (ALM) framework.

This governance model has been reinforced as it has

been included within Santander's Risk Appetite

Framework. This framework meets demands from

regulators and market players emanating from the

financial crisis to strengthen banks’ risk management

and control systems.

• In-depth balance sheet analysis and measurement of

liquidity risk, supporting decision-taking and its

control. The Group and Bank’s objective is to maintain

adequate liquidity levels necessary to cover its short-

and long-term needs with stable funding sources,

optimising the impact of their costs on the income

statement. Grupo and Banco Santander’s liquidity risk

management processes are contained within a

conservative risk appetite framework established in

each geographic area in accordance with its

commercial strategy. This risk appetite establishes the

limits within which the subsidiaries and, therefore, the

Bank can operate in order to achieve their strategic

objectives.

• Management adapted  in practice to the  liquidity needs

of each business . Every year, based on business needs,

a liquidity plan is developed which seeks to achieve:

– a solid balance sheet structure, with a diversified

presence in the wholesale markets;

– the use of liquidity buffers and limited

encumbrance of assets;

– compliance with both regulatory metrics and

other metrics included in each entity’s risk

appetite statement.

Over the course of the year, all dimensions of the plan

are monitored.

Grupo Santander continues to develop the ILAAP

(Internal Liquidity Adequacy Assessment Process), an

internal self-assessment of liquidity adequacy which

must be integrated into the Group’s other risk

management and strategic processes. It focuses on both

quantitative and qualitative matters and is used as an

input to the SREP (Supervisory Review and Evaluation

Process). The ILAAP evaluates the liquidity position both

in ordinary and stressed scenarios.

214

i. Liquidity risk measurement

Grupo Santander uses the Basel regulatory definition

and calculates a set of metrics and stress scenarios in

relation to intraday liquidity risk to maintain a high level

of management and control. On the one hand, the

regulatory liquidity metrics (LCR, NSFR) are prepared

following the regulatory criteria established in the CRR 2

and CRD IV. Regarding internal metrics, liquidity

scenarios are determined using a combination of

behavioral observation in actual liquidity crises occurred

at other banks, regulatory assumptions and expert

judgment.

a) Liquidity Coverage Ratio (LCR)

The liquidity coverage ratio (LCR) is a regulatory metric.

Its purpose is to promote the short-term resilience of a

bank’s liquidity profile and make sure it has enough

high-quality liquid assets to withstand a considerable

idiosyncratic or market stress scenario over 30 calendar

days.

b)  Net Stable Funding Ratio (NSFR)

The net stable funding ratio (NSFR) is a regulatory metric

we use to measure long-term liquidity risk. It is the ratio

of available stable funding to required stable funding. It

requires banks to keep a robust balance sheet, with off-

balance-sheet assets and operations financed by stable

liabilities.

c) Liquidity buffer

The liquidity buffer is the total liquid assets a bank has to

cope with cash outflows during periods of stress. The

assets are free of encumbrances and can be used

immediately to generate liquidity without losses or

excessive discounts. The liquidity buffer is a tool for

calculating most liquidity metrics. It is also a metric with

defined limits for each subsidiary.

d) Wholesale liquidity metric

The wholesale liquidity metric measures the number of

days Grupo and Banco Santander would survive if it used

liquid assets to cover lost liquidity from a wholesale

deposit run-off (without possible renewal) over a set

time horizon.  Grupo and Banco Santander also uses it as

an internal short-term liquidity metric to reduce risk

from dependence on wholesale funding.

e) Asset Encumbrance metrics

Grupo and Banco Santander calculate two metrics to

measure asset encumbrance risk. On the one hand, the

asset encumbrance ratio gives the proportion of

encumbered assets to total assets; on the other, the

structural asset encumbrance ratio gives the proportion

of encumbered assets by structural funding transaction

(namely long-term collateralized issues and credit

transactions with central banks).

f) Other additional liquidity indicators

In addition to traditional tools to measure short and

long-term liquidity and funding risk , Grupo and Banco

Santander have a set of additional liquidity indicators to

complement those and to measure other non-covered

liquidity risk factors. These include concentration

metrics, such as the main and the five largest funding

counterparties, or the distribution of funding by

maturity.

In this sense, deposits do not show a tendency towards

concentration, maintaining a stable structure at 31

December 2024, where approximately 75% are

transactional and more than 80%  of retail deposits are

insured by deposit guarantee systems of the different

countries.

g) Liquidity scenario analysis

As liquidity stress tests, Grupo and Banco Santander

have five standard scenarios have been defined:

i. An idiosyncratic scenario of events detrimental only

to the Group and the Bank;

ii. a local market scenario of events highly detrimental

to a base country’s financial system or real economy;

iii. a global market scenario of events highly detrimental

to the global financial system; and

iv. combined scenario consisting of a combination of

more severe idiosyncratic and market events (local

and global) occurring simultaneously and

interactively.

v. climate scenarios where different stress cases derived

from the effects that climate change could have on

the economy are collected.

Grupo and Banco Santander use these stress test

outcomes as tools to determine risk appetite and

support business decision-making.

h) Liquidity early warning indicators

Early warning indicator system consists of quantitative

and qualitative liquidity indicators that help predict

stress situations and weaknesses in the funding and

liquidity structure of Grupo, and therefore, Banco

Santander entities. External indicators relate to market-

based financial variables; internal indicators relate to our

own performance.

i) Intraday liquidity metrics

Grupo and Banco Santander follow Basel regulation and

calculates several metrics and stress scenarios for

intraday liquidity risk to maintain a high level of control.

215

ii. Liquidity coverage ratio and net stable financing

ratio

The regulatory requirement for the LCR ratio has been

set at 100% since 2018.

Below is a breakdown of the Group's liquid assets

composition according to the criteria established in the

supervisory prudential information (Commission

Implementing Regulation (EU) 2017/2114 of 9

November 2017) for the determination of high-quality

liquid assets for the calculation of the LCR ratio (HQLA):

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
|  | Amount  weighted  applicable | Amount  weighted  applicable |
| High-quality liquid assets-HQLAs |  |  |
| Cash and reserves available at  central banks | 150,883 | 188,745 |
| Marketable assets Level 1 | 173,744 | 150,912 |
| Marketable assets Level 2A | 5,726 | 4,696 |
| Marketable assets Level 2B | 7,584 | 6,951 |
| Total high-quality liquid assets | 337,937 | 351,304 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million | | |
|  | 2025 | 2024 |
| High-quality liquid assets-HQLAs  (numerator) | 301,618 | 315,524 |
| Total net cash outflows (denominator) | 208,388 | 206,889 |
| Cash outflows | 287,044 | 278,760 |
| Cash inflows | 78,656 | 71,871 |
| Consolidated LCR ratio (%) | 145% | 153% |
| NSFR ratio (%) | 126% | 126% |

Since 2024, the calculation of the consolidated LCR ratio

has been updated to comply with a series of

requirements regarding asset transferability restrictions

in third countries. This new consolidated ratio includes

an adjustment whereby any excess liquidity above 100%

of LCR outflows, which is subject to transferability

restrictions (legal or operational) in third countries, is not

taken into account. This applies even if the surplus

liquidity can be used to cover additional outflows within

the country itself, which is not subject to any restrictions.

The total high-quality liquid assets differ from the high-

quality liquid assets (HQLAs) considered as the

numerator within the consolidated LCR ratio, due to the

aforementioned adjustment.

In addition, since 2024, we have been calculating a

Group LCR ratio using an internal methodology that

determines the minimum common coverage percentage

simultaneously across all the Group's markets and

considers all existing restrictions on liquidity transfers in

third countries. This methodology reflects the Group's

resilience to liquidity risk more accurately and the

internal ratio presents a level that is consistent with

what would be achieved by applying the criteria

followed until mid-2024, which did not include

restrictions on liquidity transfers between subsidiaries.

Regarding the net stable funding ratio (NSFR), its

definition was approved by the Basel Committee in

October 2014. The transposition of this requirement into

European regulation took place in June 2019 with the

publication in the Official Journal of the European Union

of Regulation (EU) 2019/876 of the European Parliament

and of the Council of 20 May 2019. The Regulation

establishes that entities must have a net stable funding

ratio, as defined in the Regulation, above 100% from

June 2021.

As for the funding structure, given the inherently

commercial nature of the Group's balance sheet, the

loan portfolio is mainly financed by customer deposits.

In note 22, 'Debt securities,' the composition of these

liabilities is presented based on their nature and

classification, the movements and maturity profile of the

debt securities issued by the Group, reflecting the

strategy of diversification by products, markets, issuers,

and terms followed by the Group in its approach to

wholesale markets.

iii.Asset encumbrance

Finally, the moderate use of assets by Grupo Santander

as collateral in the sources of structural financing of the

balance sheet should be highlighted.

In accordance with the guidelines established by the

European Banking Authority (EBA) in 2014 on committed

and uncommitted assets, the concept of assets

committed in financing transactions (asset

encumbrance) includes both on-balance sheet assets

provided as collateral in transactions to obtain liquidity

and off-balance sheet assets that have been received

and reused for similar purposes, as well as other assets

associated with liabilities for reasons other than

financing.

216

The residual maturities of the liabilities associated with

the assets and guarantees received and committed are

presented below, as of 31 of December of 2025  (EUR

billion):

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Residual maturities of  the liabilities | Unmatured | <=1month | >1 month  <=3  months | >3 months  <=12  months | >1 year  <=2  years | >2 years  <=3  years | 3 years  <=5  years | 5 years  <=10  years | >10  years | Total |
| Committed assets | 24.2 | 50.7 | 14.1 | 38.4 | 38.8 | 29.5 | 37.7 | 36.3 | 36.6 | 306.4 |
| Guarantees received  committed | 2.2 | 85.2 | 28.2 | 61.8 | 4.0 | 0.8 | 1.9 | 1.1 | — | 185.2 |

The reported Group information as required by the EBA

at 2025 year-end is as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| On-balance-sheet encumbered assets | | | | |
| EUR billion |  |  |  |  |
|  | Carrying amount of  encumbered assets | Fair value of encumbered  assets | Carrying amount of  unencumbered assets | Fair value of  unencumbered assets |
| Loans and advances | 152.5 |  | 1,149.4 |  |
| Equity instruments | 11.4 | 11.4 | 18.7 | — |
| Debt securities | 117.9 | 118.5 | 182.2 | 180.7 |
| Other assets | 23.1 |  | 212.4 |  |
| Total assets | 304.9 |  | 1,562.7 |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Encumbrance of collateral received | | |
| EUR billion |  |  |
|  | Fair value of  encumbered  collateral  received or own  debt securities  issued | Fair value of  collateral  received or own  debt securities  issued available  for  encumbrance |
| Collateral received | 185.2 | 70.3 |
| Loans and advances | 0.5 | — |
| Equity instruments | 12.2 | 7.1 |
| Debt securities | 172.5 | 63.1 |
| Other collateral received | — | 0.1 |
| Own debt securities  issued other than own  covered bonds or ABSs | 1.4 | 1.1 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Encumbered assets and collateral received and matching  liabilities | | |
| EUR billion |  |  |
|  | Matching  liabilities,  contingent  liabilities or  securities lent | Assets, collateral  received and own  debt securities issued  other than covered  bonds and ABSs  encumbered |
| Total sources of  encumbrance  (carrying amount) | 472.0 | 491.5 |

On-balance-sheet encumbered assets amounted to

EUR304,923 million, of which 50% are loans (mortgage

loans, corporate loans, etc.). Guarantees received

committed amounted to EUR 185,160 million, relating

mostly to debt securities received as security in asset

purchase transactions and re-used.

Taken together, these two categories represent a total of

EUR 491,519 million of encumbered assets, which give

rise to EUR  472,045 million matching liabilities.

As of December 2025, total asset encumbrance in

funding operations represented 23.10% of the Group’s

extended balance sheet under EBA criteria (total assets

plus guarantees received: EUR 2,122,932 million),

similar to December 2024.

#### d) Capital risk

The second line of defence can independently challenge

business and first-line activities by:

• Supervising capital planning and adequacy exercises

through a review of the main components affecting

the capital ratios.

• Identifying key metrics to calculate the Group’s

regulatory capital, setting tolerance levels and

analysing significant variations, as well as single

transactions with impact on capital.

• Reviewing and challenging the execution of capital

actions proposed in line with capital planning and

risk appetite.

217

Grupo Santander commands a sound solvency position,

above the levels required by regulators and by the

European Central bank.

#### Regulatory capital

At 31 December 2025, at a consolidated level, the Group

must maintain a minimum capital ratio of  9.84% of CET1

( 4.50%  being the requirement for Pillar I,  0.98%   being

the requirement for Pillar 2R (requirement), 2.50% being

the requirement for capital conservation buffer,   1.25%

being the requirement for global systemically entity (D-

SIB),  0.55% being the requirement for anti-cyclical

capital buffer) and a systemic risk requirement of  0.05% .

Grupo Santander must also maintain a minimum capital

ratio of  11.66%  of tier 1 and a minimum total ratio of

14.10% .

In 2025, the solvency target set was achieved.

Santander’s CET1 ratio stood at  13.46%1  at t he close of

the year, demonstrating its organic capacity to generate

capital. The key regulatory capital figures are indicated

below:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Reconciliation of accounting capital with regulatory capital | | |
| EUR million |  |  |
|  | 2025 | 2024 |
| Subscribed capital | 7,345 | 7,576 |
| Share premium account | 36,792 | 40,079 |
| Reserves | 84,700 | 76,568 |
| Treasury shares | (96) | (68) |
| Attributable profit | 14,101 | 12,574 |
| Approved dividend | (1,698) | (1,532) |
| Shareholders’ equity on public  balance sheet | 141,144 | 135,197 |
| Valuation adjustments | (37,973) | (36,596) |
| Non-controlling interests | 9,578 | 8,726 |
| Total Equity on public balance sheet | 112,748 | 107,327 |
| Goodwill and intangible assets | (15,037) | (16,098) |
| Eligible preference shares and  participating securities | 9,645 | 10,371 |
| Accrued dividend C | (1,827) | (1,611) |
| Other adjustments A | (11,146) | (9,817) |
| Tier 1B | 94,383 | 90,172 |

A. Fundamentally for non-computable non-controlling interests and

deductions and reasonable filters in compliance with CRR .

B. Figures calculated by applying the transitional provisions of CRR 3

IFRS 9.

C. Assumes  25% of underlying profit, see note 4.a for proposed

distribution of results.

Note: Certain figures presented in this capital note have been rounded for

ease of presentation. Consequently, the amounts corresponding to the

rows or columns of totals in the tables presented in this note may not

coincide with the arithmetic sum of the concepts or items that make up

the total.

1 Data calculated applying the transitional provisions of CRR 3.

The following table shows the capital coefficients and a

detail of the eligible internal resources of the Group:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Capital coefficients |  |  |
|  | 2025 | 2024 |
| Level 1 ordinary eligible capital (EUR  million) | 84,739 | 79,800 |
| Level 1 additional eligible capital  (EUR million) | 9,645 | 10,371 |
| Level 2 eligible capital (EUR million) | 17,460 | 18,418 |
| Risk-weighted assets (EUR million) | 629,430 | 624,503 |
| Level 1 ordinary capital coefficient  (CET 1) | 13.46% | 12.78% |
| Level 1 additional capital coefficient  (AT1) | 1.53% | 1.66% |
| Level 1 capital coefficient (TIER1) | 15.00% | 14.44% |
| Level 2 capital coefficient (TIER 2) | 2.77% | 2.95% |
| Total capital coefficient | 17.77% | 17.39% |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Eligible capital |  |  |
| EUR million |  |  |
|  | 2025 | 2024 |
| Eligible capital |  |  |
| Common Equity Tier I | 84,739 | 79,800 |
| Capital | 7,345 | 7,576 |
| (-) Treasure shares and own shares  financed | (1,892) | (1,694) |
| Share Premium | 36,792 | 40,079 |
| Reserves | 84,663 | 76,608 |
| Other retained earnings | (39,918) | (38,617) |
| Minority interests | 9,037 | 8,479 |
| Profit net of dividends | 10,576 | 9,431 |
| Deductions | (21,863) | (22,061) |
| Goodwill and intangible assets | (15,037) | (15,957) |
| Others | (6,826) | (6,104) |
| Additional Tier I | 9,645 | 10,371 |
| Eligible instruments AT1 | 8,937 | 9,725 |
| AT1-excesses-subsidiaries | 708 | 645 |
| Tier II | 17,460 | 18,418 |
| Eligible instruments T2 | 17,754 | 18,869 |
| Excess IRB provision on PE | — | — |
| T2-excesses - subsidiaries | (294) | (450) |
| Total eligible capital | 111,845 | 108,589 |

Note: Banco Santander, S.A. and its affiliates had not taken part in any

State aid programmes.

218

#### Leverage ratio

Basel III established the leverage ratio as a non-risk

sensitive measure aimed at limiting excessive balance

sheet growth relative to available capital.

The Group performs the calculation in accordance with

Regulation (EU) 2019/876 of 20 May 2019 amending

Regulation (EU) No 575/2013 as regards the leverage

ratio.

This ratio is calculated as tier 1 capital divided by

leverage exposure. Exposure is calculated as the sum of

the following items:

• Accounting assets, excluding derivatives and items

treated as deductions from tier 1 capital (for

example, the balance of loans is included, but not

that of goodwill) further excluding the exposures

referred to in Article 429.a (1) of the regulation.

• Off-balance-sheet items (mainly guarantees, unused

credit limits granted and documentary credits)

weighted using credit conversion factors.

• Inclusion of net value of derivatives (gains and losses

are netted with the same counterparty, minus

collaterals if they comply with certain criteria) plus a

charge for the future potential exposure.

• A charge for the potential risk of security funding

transactions.

• Lastly, it includes a charge for the risk of credit

derivative swaps (CDS).

With the publication of Regulation (EU) 2019/876 of 20

May, 2019, amending Regulation (EU) n.º 575/2013 as

regards the leverage ratio, the final calibration of the

ratio is set at 3% for all entities and, for systemic entities

G-SIB, is established an additional surcharge which

would be 50% of the cushion ratio applicable to the

EISM, applicable from January 2023. In addition,

modifications are included in its calculation, including

the exclusion of certain exposures from the total

exposure measure: public loans when exceptional

circumstances arise, public loans, transfer loans and

officially guaranteed export credits, transfer loans and

officially guaranteed export credits.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| EUR million |  |  |
|  | 2025 | 2024 |
| Leverage |  |  |
| Level 1 Capital | 94,385 | 90,170 |
| Exposure | 1,924,349 | 1,885,572 |
| Leverage Ratio | 4.90% | 4.78% |

#### Global systemically important banks

Grupo Santander is one of  29  banks designated as global

systemically important banks (G-SIBs).

The designation as a globally systemic entity comes

from a measurement established by the regulators (FSB

and BCBS) that they have implemented based on five

indicators (size, interjurisdictional activity,

interconnection with other financial entities,

substitutability and complexity). The list uses data as of

the end of 2024 and is based on a methodology agreed

in July 2018 and implemented for the first time in the

assessment of G-SIBs as of the end of 2021,

incorporating, among other things, an additional score

considering the Member States of the SRM as a single

jurisdiction.

This definition means it has to fulfil certain additional

requirements, which consist mainly of a capital buffer

( 1% ), in TLAC requirements (total loss absorbing

capacity), that Grupo Santander has to publish relevant

information more frequently than other banks, greater

regulatory requirements for internal control bodies,

special supervision and drawing up of special reports to

be submitted to supervisors.

Additionally, Grupo Santander appears both on the list of

global systemic entities and on the list of domestic

systemic entities. Bank of Spain, based on rule 23 of

Circular 2/2016, requires the application of the highest

of the  two  corresponding buffers, in the case of Grupo

Santander being the domestic one, 1.25%, a surcharge

payable by 2025.

The fact that Grupo Santander has to comply with these

requirements makes it a more solid bank than its

domestic rivals.

219

#### Appendix I

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held  by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| 2 & 3 Triton Limited (j) | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate | 0 | 0 | 0 |
| A & L CF (Guernsey) Limited  (j) (n) | Guernsey | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 1 | 0 | 0 |
| Abbey Covered Bonds  (Holdings) Limited | United  Kingdom | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Abbey Covered Bonds (LM)  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 0 | 0 | 0 |
| Abbey Covered Bonds LLP | United  Kingdom | — | (b) |  | — | — | Securitization | 1,807 | (589) | 0 |
| Abbey National Business  Office Equipment Leasing  Limited (j) | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Abbey National Nominees  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Abbey National PLP (UK)  Limited (j) | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Abbey National Property  Investments | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 240 | 8 | 158 |
| Abbey Stockbrokers  (Nominees) Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Abbey Stockbrokers Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Abent 3T, S.A.P.I de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Electricity  production | (127) | (22) | 0 |
| Ablasa Participaciones, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 811 | 208 | 894 |
| Aduro S.A. | Uruguay | 0.00% | 100.00% |  | 100.00% | 100.00% | Payments and  collection  services | 1 | 0 | 1 |
| Aevis Europa, S.L. | Spain | 96.34% | 0.00% |  | 96.34% | 96.34% | Cards | 2 | 0 | 1 |
| AFB SAM Holdings, S.L. | Spain | 1.00% | 99.00% |  | 100.00% | 100.00% | Holding  company | 1 | 0 | 0 |
| Afisa S.A. | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  management  company | 4 | 0 | 4 |
| Agro Flex Fundo de  Investimento em Direitos  Creditórios | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 419 | 54 | 425 |
| Allane Leasing GmbH | Austria | 0.00% | 46.95% |  | 100.00% | 100.00% | Renting | (2) | 0 | 0 |
| Allane Location Longue  Durée S.a.r.l. | France | 0.00% | 46.95% |  | 100.00% | 100.00% | Renting | 25 | 4 | 0 |
| Allane Mobility Consulting  AG | Switzerland | 0.00% | 46.95% |  | 100.00% | 100.00% | Consulting  services | 0 | 0 | 0 |
| Allane Mobility Consulting  B.V. | Netherlands | 0.00% | 46.95% |  | 100.00% | 100.00% | Consulting  services | (3) | 0 | 0 |
| Allane Mobility Consulting  GmbH | Germany | 0.00% | 46.95% |  | 100.00% | 100.00% | Consulting  services | 11 | 10 | 5 |
| Allane Mobility Consulting  Österreich GmbH | Austria | 0.00% | 46.95% |  | 100.00% | 100.00% | Consulting  services | (1) | 0 | 0 |
| Allane Mobility Consulting  S.a.r.l | France | 0.00% | 46.95% |  | 100.00% | 100.00% | Consulting  services | (2) | 0 | 0 |
| Allane Schweiz AG | Switzerland | 0.00% | 46.95% |  | 100.00% | 100.00% | Renting | 10 | (6) | 2 |
| Allane SE | Germany | 0.00% | 46.95% |  | 92.07% | 92.07% | Renting | 172 | 24 | 150 |
| Allane Services GmbH & co.  KG | Germany | 0.00% | 46.95% |  | 100.00% | 100.00% | Services | 2 | 0 | 0 |
| Allane Services Verwaltungs  GmbH | Germany | 0.00% | 46.95% |  | 100.00% | 100.00% | Management  of portfolios | 0 | 0 | 0 |
| Alliance & Leicester  Investments (No.2) Limited  (j) | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |

220

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held  by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Alliance & Leicester Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Alliance & Leicester Personal  Finance Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 2 | 0 | 2 |
| Altamira Santander Real  Estate, S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Real estate | 138 | (4) | 164 |
| Alternative Leasing, FIL  (Compartimento B) | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Investment  fund | 88 | 6 | 74 |
| Amazonia Trade Limited | United  Kingdom | 100.00% | 0.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| América Gestão Serviços em  Energía S.A. | Brazil | 0.00% | 62.90% |  | 70.00% | 70.00% | Electricity  production | 2 | (1) | 1 |
| Amherst Pierpont  Commercial Mortgage  Securities LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 0 | 0 | 0 |
| Amherst Pierpont  International Ltd. | Hong-Kong | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| AMS Auto Markt Am  Schieferstein GmbH (d) | Germany | 0.00% | 90.01% |  | 100.00% | 100.00% | Vehicle sales | 0 | 0 | 0 |
| AN (123) Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Andromeda Principal  Investments, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | — | Holding  company | 72 | 5 | 72 |
| ANITCO Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| AP Acquisition Trust I | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Trust  company | 0 | 0 | 0 |
| AP Acquisition Trust II | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| AP Asset Acquisition LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 1 | 0 | 1 |
| APSG GP LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 0 | 0 | 0 |
| Aquanima Brasil Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | E-commerce | 2 | (1) | 2 |
| Aquanima Chile S.A. | Chile | 0.00% | 100.00% |  | 100.00% | 100.00 | Services | 3 | (1) | 3 |
| Aquanima México S. de R.L.  de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | E-commerce | 4 | (1) | 2 |
| Aquanima S.A. | Argentine | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 2 | 0 | 4 |
| Ararinha Renda Fixa Crédito  Privado - Fundo de  Investimento Financeiro | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 8 | 0 | 7 |
| Artarien S.A. | Uruguay | 100.00% | 0.00% |  | 100.00% | 100.00% | Insurance  mediation | 6 | 18 | 2 |
| Atempo Growth I - Sub-Fund  4 | Luxembourg | 100.00% | 0.00% |  | 100.00% | 100.00% | Investment  fund | 30 | 4 | 31 |
| Atempo Growth II - Sub Fund  3 | Luxembourg | 100.00% | 0.00% |  | 100.00% | — | Investment  fund | 5 | 0 | 5 |
| Atlantes Mortgage No. 3 | Portugal | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Atual - Fundo de Invest  Multimercado Crédito  Privado Investimento no  Exterior | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 521 | 27 | 492 |
| Auto ABS DFP Master  Compartment France 2013 | France | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS French Leases  2023 | France | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS French Leases  2025 | France | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS French Leases  Master Compartment 2016 | France | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS French Loans 2024 | France | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS French Loans  Master | France | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |

221

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held  by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Auto ABS Italian Balloon  2019-1 S.r.l. | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Italian Rainbow  Loans S.r.l. (j) | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Italian Stella Loans  2023-1 S.r.l. | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Italian Stella Loans  S.r.l. (series 2024-1) | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Italian Stella Loans  S.r.l. (series 2024-2) | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Italian Stella Loans  S.r.l. (series 2025-1) | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Italian Stella Loans  S.r.l. (series 2025-2) | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Spanish Loans  2022-1, Fondo de  Titulización | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Auto ABS Spanish Loans  2024-1, Fondo de  Titulización | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Autodescuento, S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Vehicles  purchased by  internet | 3 | (1) | 12 |
| Autohaus24 GmbH | Germany | 0.00% | 46.95% |  | 100.00% | 100.00% | Internet | (2) | 0 | 0 |
| Auto-Interleasing AG | Switzerland | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 27 | 4 | 22 |
| Auttar HUT Processamento  de Dados Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 7 | (1) | 6 |
| Aviación Antares, A.I.E. | Spain | 99.99% | 0.01% |  | 100.00% | 100.00% | Renting | 72 | (14) | 28 |
| Aviación Británica, A.I.E. | Spain | 99.99% | 0.01% |  | 100.00% | 100.00% | Renting | 28 | 1 | 6 |
| Aviación Comillas, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Renting | 7 | 0 | 8 |
| Aviación Laredo, S.L. | Spain | 99.00% | 1.00% |  | 100.00% | 100.00% | Air transport | 3 | 0 | 3 |
| Aviación Oyambre, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Renting | 1 | 0 | 0 |
| Aviación Santillana, S.L. | Spain | 99.00% | 1.00% |  | 100.00% | 100.00% | Renting | 6 | 1 | 2 |
| Aviación Suances, S.L. | Spain | 99.00% | 1.00% |  | 100.00% | 100.00% | Air transport | 7 | 1 | 3 |
| Banco Bandepe S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Banking | 825 | 100 | 831 |
| Banco de Albacete, S.A.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Banking | 14 | 0 | 9 |
| Banco Hyundai Capital Brasil  S.A. | Brazil | 0.00% | 44.93% |  | 50.00% | 50.00% | Banking | 92 | 30 | 55 |
| Banco Santander - Chile | Chile | 0.00% | 67.13% |  | 67.18% | 67.18% | Banking | 4,056 | 994 | 3,646 |
| Banco Santander (Brasil) S.A. | Brazil | 0.04% | 89.82% |  | 90.45% | 90.60% | Banking | 12,347 | 2,395 | 10,795 |
| Banco Santander (México),  S.A., Institución de Banca  Múltiple, Grupo Financiero  Santander México como  Fiduciaria del Fideicomiso  100740 | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Finance  company | 182 | 20 | 149 |
| Banco Santander (México),  S.A., Institución de Banca  Múltiple, Grupo Financiero  Santander México como  Fiduciaria del Fideicomiso  2002114 | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Finance  company | 9 | 0 | 10 |
| Banco Santander (México),  S.A., Institución de Banca  Múltiple, Grupo Financiero  Santander México como  Fiduciaria del Fideicomiso  GFSSLPT | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Finance  company | 11 | 1 | 12 |
| Banco Santander Argentina  S.A. | Argentine | 0.00% | 99.82% |  | 99.77% | 99.77% | Banking | 2,427 | 379 | 598 |
| Banco Santander Colombia  S.A. | Colombia | 92.95% | 7.05% |  | 100.00% | 100.00% | Banking | 272 | 11 | 299 |

222

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held  by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Banco Santander  International | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 879 | 176 | 1,055 |
| Banco Santander  International SA | Switzerland | 34.70% | 65.30% |  | 100.00% | 100.00% | Banking | 1,424 | (46) | 809 |
| Banco Santander México,  S.A., Institución de Banca  Múltiple, Grupo Financiero  Santander México | Mexico | 24.93% | 75.05% |  | 99.98% | 99.98% | Banking | 6,161 | 1,531 | 8,373 |
| Banco Santander Perú S.A. | Peru | 99.90% | 0.10% |  | 100.00% | 100.00% | Banking | 329 | 70 | 132 |
| Banco Santander S.A. | Uruguay | 97.75% | 2.25% |  | 100.00% | 100.00% | Banking | 660 | 156 | 180 |
| Banco Santander Totta, S.A. | Portugal | 99.42% | 0.45% |  | 99.87% | 99.96% | Banking | 3,608 | 946 | 6,149 |
| Banque Stellantis France | France | 0.00% | 50.00% |  | 50.00% | 50.00% | Banking | 998 | 152 | 881 |
| Bansa Santander S.A. | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate | 28 | 5 | 34 |
| Beyond Wealth, S.A. | Spain | 99.99% | 0.01% |  | 100.00% | 100.00% | Consulting  services | 3 | (1) | 2 |
| Bilkreditt 7 Designated  Activity Company (j) | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Blecno Investments, S.L.  Unipersonal (e) | Spain | — | — |  | — | 100.00% | Real estate | — | — | — |
| Blue Ocean SBT, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 404 | 6 | 389 |
| BRS Investments S.A. | Argentine | 5.10% | 94.90% |  | 100.00% | 100.00% | Finance  company | 100 | 13 | 75 |
| Cántabro Catalana de  Inversiones, S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 419 | 4 | 422 |
| Capital Street Delaware LP | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 0 | 0 | 0 |
| Capital Street Holdings, LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 11 | 0 | 11 |
| Capital Street REIT Holdings,  LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 973 | 26 | 999 |
| Capital Street S.A. | Luxembourg | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 0 | 0 | 0 |
| Carmine D - Services,  Unipessoal Lda. | Portugal | 0.00% | 100.00% |  | 100.00% | 100.00% | Software | 0 | 0 | 2 |
| Cartasur Cards S.A. | Argentine | 0.00% | 99.82% |  | 100.00% | 100.00% | Finance  company | 13 | 1 | 15 |
| Casa de Bolsa Santander,  S.A. de C.V., Grupo  Financiero Santander México | Mexico | 0.00% | 99.97% |  | 99.97% | 99.97% | Securities  company | 92 | 15 | 107 |
| Cater Allen Holdings Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Cater Allen International  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Cater Allen Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 284 | 100 | 255 |
| Cater Allen Syndicate  Management Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00 | Inactive | 0 | 0 | 0 |
| CCAP Auto Lease Ltd. | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 398 | 22 | 420 |
| Centro de Capacitación  Santander, A.C. | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Non-profit  institute | 1 | 0 | 1 |
| Certidesa, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Aircraft rental | (67) | (8) | 0 |
| Charlotte 2023 Funding Plc | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 0 | 0 | 0 |
| Charlotte 2023 Holdings  Limited | United  Kingdom | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Cianite New Energy, S.r.l. | Italy | 0.00% | 49.00% |  | 70.00% | 70.00% | Renewable  energies | 1 | 0 | 1 |
| CIMA Commodities 2025-4 | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| CIMA Finance DAC Series  2022-1 | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |

223

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held  by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| CIMA Finance DAC Series  2023-1 | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| CIMA Luxembourg S.à r.l.  2025-1 | Luxembourg | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| CLM Fleet Management  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Vehicle rental | 2 | 0 | 7 |
| Cobranza Amigable, S.A.P.I.  de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Collection  services | 5 | 0 | 4 |
| Community Development  and Affordable Housing  Fund LLC (c) | United States | 0.00% | 96.00% |  | 96.00% | 96.00% | Asset  management | 33 | (2) | 30 |
| Compagnie Generale de  Credit Aux Particuliers -  Credipar S.A. | France | 0.00% | 50.00% |  | 100.00% | 100.00% | Banking | 363 | (313) | 428 |
| Compagnie Pour la Location  de Vehicules - CLV | France | 0.00% | 50.00% |  | 100.00% | 100.00% | Banking | 28 | 6 | 26 |
| Comparanet, S.A. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Insurance  mediation | 7 | 0 | 7 |
| Consumer Totta 1 | Portugal | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Consumer Totta 2 | Portugal | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Consumer Totta 3 2025 | Portugal | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Contrato de Fideicomiso  Irrevocable de  Administración INV/6206 | Mexico | — | (b) |  | — | — | Trust  company | 12 | (8) | 0 |
| Contrato de Fideicomiso  Irrevocable de  Administración Nro. 6168 | Mexico | — | (b) |  | — | — | Trust  company | 0 | 13 | 0 |
| Contrato de Fideicomiso  Irrevocable Nro. F/6236 | Mexico | — | (b) |  | — | — | Trust  company | 0 | 17 | 0 |
| Credileads S.A. | Uruguay | 0.00% | 100.00% |  | 100.00% | 100.00% | Advertising | 1 | 0 | 5 |
| D365 Fundo de Investimento  em Direitos Creditórios | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | (16) | 19 | 3 |
| Darep Designated Activity  Company | Ireland | 100.00% | 0.00% |  | 100.00% | 100.00 | Reinsurances | 12 | 2 | 13 |
| Decarome, S.A.P.I. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 24 | (1) | 22 |
| Decarope S.A.C. | Peru | 0.00% | 100.00% |  | 100.00% | 100.00% | Investment  company | 9 | 2 | 9 |
| Deva Capital Advisory  Company, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Advisory  services | 4 | 1 | 2 |
| Deva Capital Holding  Company, S.L. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 891 | (12) | 946 |
| Deva Capital Investment  Company, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 862 | 3 | 810 |
| Deva Capital Management  Company, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Advisory  services | 20 | (12) | 7 |
| Deva Capital Servicer  Company, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 59 | 0 | 59 |
| Diamante New Energy S.r.l. | Italy | 0.00% | 80.00 |  | 80.00 | 0.00% | Renewable  energies | 2 | 0 | 1 |
| Diglo Servicer Company  2021, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate  management | 26 | 3 | 19 |
| Diners Club Spain, S.A.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Cards | 10 | 2 | 11 |
| Dirección Estratega, S.C. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 0 | 0 | 0 |
| Drive Auto Receivables Trust  2024-1 | United States | — | (b) |  | — | — | Securitization | (127) | 82 | 0 |
| Drive Auto Receivables Trust  2024-2 | United States | — | (b) |  | — | — | Securitization | (286) | 166 | 0 |
| Drive Auto Receivables Trust  2025-1 | United States | — | (b) |  | — | — | Securitization | 0 | (157) | 0 |
| Drive Auto Receivables Trust  2025-2 | United States | — | (b) |  | — | — | Securitization | 0 | (223) | 0 |

224

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held  by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Drive S.r.l. | Italy | 0.00% | 100.00% |  | 100.00% | 75.00% | Renting | 5 | (3) | 9 |
| Ductor Real Estate, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Real estate | 22 | 4 | 17 |
| Ebury Agent UK Limited | United  Kingdom | 0.00% | 66.43% |  | 100.00% | — | Financial  services | 0 | 0 | 0 |
| Ebury Banco de Cambio S.A. | Brazil | 0.00% | 66.43% |  | 100.00% | 100.00% | Payment  services | 21 | 5 | 17 |
| Ebury Banco Holding  Participações Ltda. | Brazil | 0.00% | 66.43% |  | 100.00% | 100.00% | Holding  company | 10 | 0 | 8 |
| Ebury Brasil Consultoria S.A. | Brazil | 0.00% | 66.43% |  | 100.00% | 100.00% | Consulting  services | 93 | 0 | 95 |
| Ebury Brasil Holding Ltda. | Brazil | 0.00% | 66.43% |  | 100.00% | 100.00% | Holding  company | 11 | 0 | 93 |
| Ebury Brasil Participações  S.A. | Brazil | 0.00% | 66.43% |  | 100.00% | 100.00% | Holding  company | 95 | 0 | 95 |
| Ebury Facilitadora De  Pagamentos Ltda. | Brazil | 0.00% | 66.43% |  | 100.00% | 100.00% | Software | 0 | 0 | 0 |
| Ebury Global Services, S.L. | Spain | 0.00% | 66.43% |  | 100.00% | — | Advisory  services | 0 | 0 | 0 |
| Ebury Mass Payments  Holdco Limited (g) | United  Kingdom | 0.00% | 66.43% |  | 100.00% | 100.00% | Holding  company | 8 | 3 | 18 |
| Ebury Mass Payments  Limited (g) | United  Kingdom | 0.00% | 66.43% |  | 100.00% | 100.00% | Payment  services | 6 | 0 | 0 |
| Ebury Partners (DIFC)  Limited (g) | Arab United  Emirates | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 4 | 0 | 5 |
| Ebury Partners Australia Pty  Ltd. (g) | Australia | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 2 | 0 | 2 |
| Ebury Partners Belgium NV /  SA (g) | Belgium | 0.00% | 66.43% |  | 100.00% | 100.00% | Payment  services | 20 | 11 | 20 |
| Ebury Partners Canada  Limited (g) | Canada | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 2 | 1 | 6 |
| Ebury Partners Chile SpA | Chile | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 0 | 0 | 0 |
| Ebury Partners China Limited | China | 0.00% | 66.43% |  | 100.00% | 100.00% | Marketing | 0 | 0 | 0 |
| Ebury Partners Finance  Limited (g) | United  Kingdom | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | (11) | (5) | 0 |
| Ebury Partners Hong Kong  Limited (g) | Hong-Kong | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 2 | 2 | 3 |
| Ebury Partners Limited (g) | United  Kingdom | 0.00% | 66.43% |  | 66.43% | 66.43% | Holding  company | 222 | (18) | 412 |
| Ebury Partners Lithuania  UAB | Lithuania | 0.00% | 66.43% |  | 100.00% | — | Payment  services | 0 | 0 | 4 |
| Ebury Partners Markets  Cyprus Limited (g) | Cyprus | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 0 | 0 | 1 |
| Ebury Partners Markets  Limited (g) | United  Kingdom | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 23 | 2 | 17 |
| Ebury Partners México, S.A.  de C.V. | Mexico | 0.00% | 66.43% |  | 100.00% | 100.00% | Payment  services | 0 | 0 | 0 |
| Ebury Partners Payment  Solutions Uganda Limited | Uganda | 0.00% | 66.43% |  | 100.00% | — | Finance  company | 0 | 0 | 0 |
| Ebury Partners Payments -  L.L.C. | Arab United  Emirates | 0.00% | 66.43% |  | 100.00% | — | Payment  services | 0 | 0 | 0 |
| Ebury Partners Payments  Solutions Limited | Kenya | 0.00% | 66.43% |  | 100.00% | — | Payment  services | 0 | 0 | 0 |
| Ebury Partners South Africa  (Pty) Ltd (g) | Republic of  South Africa | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 0 | (1) | 0 |
| Ebury Partners Switzerland  AG (g) | Switzerland | 0.00% | 66.43% |  | 100.00% | 100.00% | Finance  company | 6 | 1 | 5 |
| Ebury Partners Tanzania  Limited | Tanzania | 0.00% | 66.43% |  | 100.00% | — | Payment  services | 0 | 0 | 0 |
| Ebury Partners UK Limited  (g) | United  Kingdom | 0.00% | 66.43% |  | 100.00% | 100.00% | Electronic  money | 19 | 6 | 158 |

225

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held  by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Ebury Payments PTE Ltd. (g) | Singapore | 0.00% | 66.43% |  | 100.00% | 100.00% | Payment  services | 1 | 0 | 1 |
| Ebury Soluções de  Pagamentos Ltda. | Brazil | 0.00% | 66.43% |  | 100.00% | 100.00% | Financial  services | 2 | 0 | 4 |
| Ebury Technology Limited  (g) | United  Kingdom | 0.00% | 66.43% |  | 100.00% | 100.00% | Software | (56) | 6 | 0 |
| Ebury Technology Spain, S.L. | Spain | 0.00% | 66.43% |  | 100.00% | — | IT consulting | 0 | (1) | 0 |
| EDT FTPYME Pastor 3, Fondo  de Titulización de Activos | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Elcano Renovables, S.L. | Spain | 0.00% | 70.00% |  | 70.00% | 70.00% | Holding  company | 0 | 0 | 0 |
| Electrolyser, S.A. de C.V. | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Services | 0 | 0 | 0 |
| Elevate Tech Platforms, S.L.  Unipersonal (e) | Spain | — | — |  | — | 100.00% | Holding  company | 0 | 0 | 0 |
| Emdia Serviços  Especializados em  Cobranças Ltda. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Collection  services | 33 | 5 | 34 |
| Empresa de Créditos  Santander Consumo Perú  S.A. | Peru | 100.00% | 0.00% |  | 100.00% | 100.00% | Finance  company | 55 | 13 | 50 |
| Energias Renovables de  Ormonde 30, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Renewable  energies | 17 | 0 | 24 |
| Energias Renovables de  Titania, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Renewable  energies | 2 | 0 | 6 |
| Energias Renovables  Gladiateur 45, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Renewable  energies | 16 | (1) | 23 |
| Energias Renovables  Prometeo, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Renewable  energies | 3 | 0 | 7 |
| Esfera Fidelidade S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Services | 2 | 135 | 124 |
| Evidence Previdência S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Insurance | 118 | 2 | 107 |
| Eyemobile Tecnologia Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 0 | (1) | 0 |
| F1rst Tecnologia e Inovação  Ltda. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | IT services | 76 | 9 | 77 |
| Factum Identity Solutions,  S.L. | Spain | 0.00% | 67.20% |  | 84.00% | — | IT consulting | 0 | 0 | 0 |
| Factum Information  Technologies, S.L. | Spain | 0.00% | 80.00% |  | 80.00% | — | IT consulting | 8 | (1) | 6 |
| Factum IT Limited | United  Kingdom | 0.00% | 80.00% |  | 100.00% | — | IT consulting | 0 | 0 | 0 |
| Factum Navarra, S.L.  Unipersonal | Spain | 0.00% | 80.00% |  | 100.00% | — | IT consulting | 0 | 0 | 0 |
| FIDC Santander Auto Loans I  Segmento Financeiro -  Responsabilidade Limitada | Brazil | — | (b) |  | — | — | Securitization | 465 | 2 | 0 |
| Fideicomiso Empresarial  Irrevocable de  Administración y Garantía  F/3443 | Mexico | — | (b) |  | — | — | Trust  company | 0 | 1 | 0 |
| Financeira El Corte Inglés,  Portugal, S.F.C., S.A. | Portugal | 0.00% | 51.00% |  | 100.00% | 100.00% | Finance  company | 8 | 1 | 4 |
| Financiera El Corte Inglés,  E.F.C., S.A. | Spain | 0.00% | 51.00% |  | 51.00% | 51.00% | Finance  company | 248 | 55 | 140 |
| Finsantusa, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 1,320 | 23 | 1,020 |
| First National Motor plc | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| First National Tricity Finance  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 6 | 0 | 6 |
| FIT Economia de Energia S.A. | Brasil | 0.00% | 58.41% |  | 65.00% | 65.00% | Explotación de  energía  eléctrica | (2) | (7) | 0 |
| Flexliving Valdemarín, S.L. | Spain | 0.00% | 27.57 |  | 27.57% | 90.00% | Real estate | 14 | 0 | 4 |

226

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held  by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Fondo de Titulización PYMES  Santander 15 | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fondo de Titulización  Santander Financiación 1 | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fondo de Titulización, RMBS  Santander 7 | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fondo de Titulización,  Santander Consumo 8 | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fondo de Titulización,  Santander Consumo 9 | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fondos Santander, S.A.  Administradora de Fondos  de Inversión (en liquidación)  (j) | Uruguay | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  management  company | 0 | 0 | 0 |
| Fortensky Trading, Ltd. | Ireland | 0.00% | 100.00 |  | 100.00% | 100.00% | Finance  company | 0 | 0 | 0 |
| Fosse (Master Issuer)  Holdings Limited | United  Kingdom | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fosse Funding (No.1)  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 102 | (51) | 0 |
| Fosse Master Issuer PLC | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 0 | 0 | 0 |
| Fosse Trustee (UK) Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 0 | 0 | 0 |
| Freedom Depository  Holdings, LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 0 | 0 | 0 |
| Freedom Depository, LLC | United States | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 0 | 0 | 0 |
| Fulvia SPV S.r.l. | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fulvia SPV S.r.l. (2025-1) | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Fundo de Investimento em  Direitos Creditórios Atacado  - Não Padronizado | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 115 | 7 | 110 |
| Fundo de Investimento em  Direitos Creditórios  Conretorno -  Responsabilidade Limitada | Brazil | — | 89.86% |  | 100.00 | — | Investment  fund | 19 | 1 | 18 |
| Fundo de Investimento em  Direitos Creditórios  Multisegmentos NPL  Ipanema VI – Não  padronizado | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 367 | 20 | 347 |
| Fundo de Investimento em  Direitos Creditórios Tellus | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 0 | 0 | 0 |
| Gamma, Sociedade  Financeira de Titularização  de Créditos, S.A. | Portugal | 0.00% | 99.87% |  | 100.00% | 100.00% | Securitization | 8 | 0 | 8 |
| GC FTPYME Pastor 4, Fondo  de Titulización de Activos | Spain | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Generación de Energía  Villahermosa, S.A.P.I. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Electricity  production | 6 | 0 | 7 |
| Gesban México Servicios  Administrativos Globales,  S.A. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 2 | 0 | 0 |
| Gesban Santander Servicios  Profesionales Contables  Limitada | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Accounting  services | 1 | 0 | 0 |
| Gesban Servicios  Administrativos Globales,  S.L. | Spain | 99.99% | 0.01% |  | 100.00% | 100.00% | Services | 4 | 0 | 1 |
| Gesban UK Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Payments and  collection  services | 2 | 0 | 0 |
| Gestión de Inversiones JILT,  S.A. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Services | 15 | 0 | 15 |
| Gestora de Procesos S.A. en  liquidación (j) | Peru | 100.00% | 0.00% |  | 100.00% | 100.00% | Financial  services | (1) | 0 | 0 |

227

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held  by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Getnet Adquirência e  Serviços para Meios de  Pagamento S.A. - Instituição  de Pagamento | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  services | 434 | 98 | 317 |
| Getnet Argentina S.A.U. | Argentine | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  methods | 25 | (1) | 23 |
| Getnet Europe, Entidad de  Pago, S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  services | 158 | 22 | 137 |
| Getnet Fundo de  Investimento em Direitos  Creditórios | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investment  fund | 9 | 1 | 8 |
| Getnet Merchant Solutions  UK Ltd | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 0 | 0 | 0 |
| Getnet México Servicios de  Adquirencia, S.A. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Payments and  collection  services | 154 | 59 | 175 |
| Getnet Payments, S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 927 | 135 | 1,199 |
| Getnet Sociedade de Credito  Direto S.A. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 14 | 1 | 15 |
| Getnet Technology and  Operations Brasil Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 127 | (15) | 112 |
| Getnet Uruguay S.A. | Uruguay | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  methods | 15 | (1) | 15 |
| GNXT Serviços de  Atendimento Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | Telemarketing | 4 | 0 | 4 |
| Golden Bar (Securitisation)  S.r.l. | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Golden Bar Stand Alone  2021-1 | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Golden Bar Stand Alone  2022-1 | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Golden Bar Stand Alone  2023-2 | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Golden Bar Stand Alone  2024-1 | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Golden Bar Stand Alone  2025-1 | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Golden Bar Stand Alone  2025-2 | Italy | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Grafite New Energy, S.r.l. | Italy | 0.00% | 49.00% |  | 70.00% | 70.00% | Renewable  energies | 1 | 0 | 1 |
| Gravity Cloud Technology,  S.L. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | IT services | 34 | 0 | 33 |
| Grupo Empresarial  Santander, S.L. | Spain | 99.62% | 0.38% |  | 100.00% | 100.00% | Holding  company | 5,259 | 403 | 2,879 |
| Grupo Financiero Santander  México, S.A. de C.V. | Mexico | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 4,961 | 1,096 | 5,860 |
| Hipototta No. 13 | Portugal | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Hipototta No. 14 | Portugal | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Hipototta No. 4 plc (j) | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Hipototta No. 5 plc (j) | Ireland | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Holbah Santander, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 797 | 84 | 870 |
| Holmes Funding Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 215 | (79) | 0 |
| Holmes Holdings Limited | United  Kingdom | — | (b) |  | — | — | Securitization | 0 | 0 | 0 |
| Holmes Master Issuer plc | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 1 | 0 | 0 |
| Holmes Trustees Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Securitization | 0 | 0 | 0 |

228

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held  by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net  results | Carrying  amount |
| Hyundai Capital Bank Europe  GmbH | Germany | 0.00% | 51.00% |  | 51.00% | 51.00% | Banking | 1,125 | 16 | 558 |
| Hyundai Fundo de  Investimento em Direitos  Creditórios | Brazil | 0.00% | 44.93% |  | 100.00% | 100.00% | Investment  fund | 266 | 48 | 141 |
| Ibérica de Compras  Corporativas, S.L. | Spain | 97.17% | 2.82% |  | 100.00% | 100.00% | E-commerce | 29 | (2) | 6 |
| Innohub, S.A.P.I. de C.V. (j) | Mexico | 0.00% | 62.01% |  | 69.54% | 69.54% | IT services | 0 | 0 | 0 |
| Insurance Funding Solutions  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Inversiones Capital Global,  S.A. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 102 | 6 | 107 |
| Inversiones Marítimas del  Mediterráneo, S.A., en  liquidación (c) (j) | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 2 | (1) | 0 |
| Investment Holdings 1857,  S.L. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 32 | 357 | 33 |
| Isar Valley S.A. | Luxembourg | — | (b) |  | — | — | Securitization | (3) | 0 | 0 |
| Isla de los Buques, S.A. | Spain | 99.98% | 0.02% |  | 100.00% | 100.00% | Finance  company | 1 | 0 | 1 |
| Klare Corredora de Seguros  Limitada | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Insurance  mediation | (4) | (1) | 0 |
| Landcompany 2020, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Real estate  management | 1,577 | (22) | 1,609 |
| Laparanza, S.A. | Spain | 61.59% | 0.00% |  | 61.59% | 61.59% | Agricultural  holding | 29 | 0 | 16 |
| Lerma Investments 2018,  S.L. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Real estate | 11 | 0 | 11 |
| Liquetine, S.L. Unipersonal | Spain | 0.00% | 70.00% |  | 100.00% | 100.00% | Renewable  energies | 11 | 0 | 10 |
| Lynx Financial Crime Tech,  S.A. | Spain | 0.00% | 79.99% |  | 79.99% | 79.99% | IT services | 54 | 1 | 48 |
| MAC No. 1 Limited | United  Kingdom | — | (b) |  | — | — | Inactive | (1) | 0 | 0 |
| Macroscope S.L. Unipersonal | Spain | 100.00 | 0.00% |  | 100.00 | — | Consulting  services | 3 | (1) | 4 |
| Mascor SPV 2025, S.L. | Spain | 0.00% | 29.10% |  | 29.10 | — | Real estate | 8 | 0 | 2 |
| Master Red Europa, S.L. | Spain | 96.34 | 0.00% |  | 96.34 | 96.34% | Cards | 1 | 0 | 1 |
| Mata Alta, S.L. Unipersonal | Spain | 0.00% | 61.59% |  | 100.00 | 100.00% | Agricultural  holding | 0 | 0 | 0 |
| MCE Bank GmbH (d) | Germany | 0.00% | 90.01% |  | 90.01 | 90.01% | Banking | 168 | 0 | 117 |
| MCE Verwaltung GmbH (d) | Germany | 0.00% | 90.01% |  | 100.00 | 100.00% | Real estate  rental | 10 | 0 | 9 |
| Mercadotecnia, Ideas y  Tecnología, S.A. de C.V. | Mexico | 0.00% | 70.00% |  | 70.00 | 70.00% | Payment  methods | 0 | 13 | 45 |
| Merciver, S.L. | Spain | 99.90 | 0.10% |  | 100.00 | 100.00% | Financial  advisory | 0 | 0 | 0 |
| Midata Service GmbH (d) | Germany | 0.00% | 90.01% |  | 100.00 | 100.00% | IT services | 0 | 0 | 0 |
| Moon GC&P Investments,  S.L. Unipersonal | Spain | 100.00 | 0.00% |  | 100.00 | 100.00% | Holding  company | 91 | (2) | 85 |
| Mouro Capital I LP | United  Kingdom | 0.00% | 100.00% |  | 100.00 | 100.00% | Investment  fund | 787 | 311 | 822 |
| Multiplica SpA | Chile | 0.00% | 100.00% |  | 100.00 | 100.00% | Payment  services | 2 | 0 | 2 |
| Murattabat International  Business Services | Palestine | 0.00% | 66.43% |  | 100.00 | — | IT consulting | 0 | 0 | 0 |

229

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Navegante Américo  Vespucio SpA | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate | 59 | (2) | 90 |
| Naviera Mirambel, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 0 | 0 | 0 |
| Naviera Trans Gas,  A.I.E. | Spain | 99.99% | 0.01% |  | 100.00% | 100.00% | Renting | 60 | (1) | 62 |
| Naviera  Transcantábrica, S.L. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Leasing | 5 | 0 | 4 |
| Naviera Transchem,  S.L. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Leasing | 1 | 0 | 1 |
| Navigator Global  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Internet | 14 | (4) | 14 |
| NeoAuto S.A.C. | Peru | 0.00% | 100.00% |  | 100.00% | 100.00% | Vehicles  purchased  by internet | 1 | (1) | 2 |
| Newcomar, S.L., en  liquidación (j) | Spain | 40.00% | 40.00% |  | 80.00% | 80.00% | Real estate | 0 | 0 | 0 |
| Novimovest – Fundo  de Investimento  Imobiliário | Portugal | 0.00% | 78.76% |  | 78.86% | 78.74% | Investmen  t fund | 119 | 2 | 96 |
| NW Services CO. | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | E-  commerce | 7 | 3 | 8 |
| One Mobility  Management GmbH | Germany | 0.00% | 46.95% |  | 100.00% | 100.00% | Services | 0 | 0 | 0 |
| Open Bank, S.A.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Banking | 666 | 66 | 630 |
| Open Digital Market,  S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Commerce | 0 | 0 | 0 |
| Open Digital Services,  S.L. | Spain | 99.97% | 0.03% |  | 100.00% | 100.00% | Services | 38 | (12) | 20 |
| Openbank México,  S.A., Institución de  Banca Múltiple, Grupo  Financiero Santander  México | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 244 | (66) | 177 |
| Operadora de Carteras  Gamma, S.A.P.I. de  C.V. | Mexico | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 12 | 0 | 6 |
| Optimal Investment  Services SA | Switzerland | 100.00% | 0.00% |  | 100.00% | 100.00% | Fund  managem  ent  company | 45 | 0 | 30 |

230

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Optimal Multiadvisors  Ireland Plc / Optimal  Strategic US Equity  Ireland Euro Fund (i)  (m) | Ireland | 0.00% | 0.00% |  | 0.00% | 0.00% | Fund  managem  ent  company | 0 | 0 | 0 |
| Optimal Multiadvisors  Ireland Plc / Optimal  Strategic US Equity  Ireland US Dollar Fund  (i) (m) | Ireland | 0.00% | 0.00% |  | 0.00% | 0.00% | Fund  managem  ent  company | 0 | 0 | 0 |
| Paga Después, S.A. de  C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 3 | 0 | 3 |
| PagoNxt Emoney,  E.D.E., S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 4 | (1) | 4 |
| PagoNxt Ltd | United  Kingdom | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 0 | 0 | 0 |
| PagoNxt Merchant  Solutions FZ-LLC (j) | Arab United  Emirates | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 1 | 0 | 1 |
| PagoNxt Merchant  Solutions India Private  Limited (d) (j) | India | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 0 | 0 | 0 |
| PagoNxt Payments  Brasil Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 3 | 0 | 3 |
| PagoNxt Payments  Chile SpA | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 1 | 0 | 1 |
| PagoNxt Payments  México, S.A. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 1 | 1 | 2 |
| PagoNxt Payments  Services, S.L. | Spain | 0.00 | 100.00% |  | 100.00% | 100.00% | Services | 275 | (47) | 227 |
| PagoNxt Payments UK  Ltd | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  services | 4 | (2) | 4 |
| PagoNxt Payments,  S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 348 | (57) | 291 |
| PagoNxt US, LLC | United  States | 0.00% | 100.00% |  | 100.00 | 100.00% | Inactive | 0 | 0 | 0 |
| PagoNxt, S.L. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 1,964 | (22) | 3,332 |
| Paytec Tecnologia em  Pagamentos Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | Commerce | 4 | (1) | 4 |
| PBE Companies, LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate | 104 | (4) | 101 |

231

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Pereda Gestión, S.A. | Spain | 99.99% | 0.01% |  | 100.00% | 100.00% | Securities  brokerage | 52 | 42 | 4 |
| Phoenix S.A. | Uruguay | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  methods | 4 | 1 | 7 |
| Pinle SPV 2024, S.L. | Spain | 0.00% | 27.57% |  | 27.57% | 0.00% | Real estate | 5 | 0 | 1 |
| Pony S.A. | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Pony S.A.,  Compartment German  Auto Loans 2023-1 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Pony S.A.,  Compartment German  Auto Loans 2024-1 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Pony S.A.,  Compartment German  Auto Loans 2025-1 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Portal Universia  Argentina S.A. | Argentine | 0.00% | 75.75% |  | 75.75% | 75.75% | Internet | 0 | 0 | 0 |
| Portal Universia  Portugal, Prestação de  Serviços de  Informática, S.A. | Portugal | 0.00% | 100.00% |  | 100.00% | 100.00% | Internet | 0 | 0 | 0 |
| Precato IV Fundo de  Investimento em  Direitos Creditórios -  Não Padronizados | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investmen  t fund | 45 | 8 | 41 |
| Prime 16 – Fundo de  Investimentos  Imobiliário | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investmen  t fund | 4 | 0 | 4 |
| PT Trans Skills  Employer Services | Indonesia | 0.00% | 66.43% |  | 100.00% | — | Consulting  services | 0 | 0 | 0 |
| Pulse Client Experts  Ltda. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Telemarke  ting | 18 | 2 | 18 |
| Punta Lima, LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 0 | 1 | 0 |
| Redoto SPV 2025, S.L. | Spain | 0.00% | 30.60% |  | 30.60% | — | Real estate | 46 | 0 | 14 |
| Repton 2023-1  Limited | United  Kingdom | — | (b) |  | — | — | Securitizati  on | 1 | 1 | 0 |
| Retailcompany 2021,  S.L. Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Real estate | 298 | (15) | 293 |
| Retop S.A. (f) | Uruguay | 100.00% | 0.00% |  | 100.00% | 100.00% | Finance  company | 39 | (1) | 62 |

232

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Return Capital Gestão  de Ativos e  Participações S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Collection  services | (32) | 90 | 52 |
| Rojo Entretenimento  S.A. | Brazil | 0.00% | 85.01% |  | 94.60% | 94.60% | Real estate | 25 | 2 | 23 |
| SAFO Alternative  Lending, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 39 | 1 | 43 |
| SAI Alternative  Investments México,  S.A. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Consulting  services | 1 | (1) | 1 |
| SAI Lux Carry SCSp | Luxembour  g | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  managem  ent  company | 0 | 0 | 0 |
| Sainte Julie Fundo de  Investimento em  Direitos Creditórios  Não-Padronizados  Responsabilidade  Limitada | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investmen  t fund | 81 | 30 | 100 |
| SALCO, Servicios de  Seguridad Santander,  S.A. | Spain | 99.99% | 0.01% |  | 100.00% | 100.00% | Safety | 2 | 1 | 1 |
| SAM Argentina  Sociedad Gerente de  Fondos Comunes de  Inversión S.A. | Argentine | 0.00% | 100.00% |  | 100.00% | 100.00% | Investmen  t  fund  managem  ent | 2 | 0 | 2 |
| SAM Asset  Management, S.A. de  C.V., Sociedad  Operadora de Fondos  de Inversión | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  managem  ent  company | 14 | 43 | 193 |
| SAM Inversiones  Argentina S.A. | Argentine | 0.00% | 100.00% |  | 100.00% | 100.00% | Pension  fund  managem  ent  company | 0 | 0 | 1 |
| SAM Investment  Holdings, S.L. | Spain | 92.37% | 7.63% |  | 100.00% | 100.00% | Holding  company | 1,274 | 194 | 1,450 |
| San Pietro Solar PV,  S.r.l. | Italy | 0.00% | 56.00% |  | 80.00% | 80.00% | Renewable  energies | 18 | (1) | 19 |
| San Preca Federal I  Fundo de Investimento  em Direitos Creditórios  Não-Padronizados | Brazil | 0.00% | 86.59% |  | 96.36% | 50.00% | Investmen  t fund | 8 | 8 | 14 |
| SANB Promotora de  Vendas e Cobrança  S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Finance  company | 1 | 5 | 6 |
| Sancap Investimentos  e Participações S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Holding  company | 94 | 110 | 164 |
| Santander (CF Trustee  Property Nominee)  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander (CF Trustee)  Limited (d) | United  Kingdom | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |

233

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Santander  (Luxembourg) Issuer  S.à r.l. | Luxembourg | 100.00% | 0.00% |  | 100.00% | — | Securitizati  on | 0 | 0 | 0 |
| Santander (UK) Group  Pension Schemes  Trustees Limited (d) | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Alternative  Investments, S.G.I.I.C.,  S.A. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  managem  ent  company | 21 | (6) | 40 |
| Santander AM Global  Working Capital Fund I | Luxembourg | 100.00% | 0.00% |  | 100.00% | 100.00% | Investmen  t fund | 70 | 3 | 71 |
| Santander Asesorías  Financieras Limitada | Chile | 0.00% | 67.45% |  | 100.00% | 100.00% | Financial  advisory | 11 | 4 | 11 |
| Santander Asset  Finance Opportunities | Luxembourg | 100.00% | 0.00% |  | 100.00% | 100.00% | Investmen  t fund | 192 | 11 | 191 |
| Santander Asset  Finance plc | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 96 | 86 | 166 |
| Santander Asset  Management - SGOIC,  S.A. | Portugal | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  managem  ent  company | 6 | 4 | 9 |
| Santander Asset  Management Chile  S.A. | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Securities  investmen  t | 0 | 0 | 0 |
| Santander Asset  Management Gerente  de Fondos Comunes  de Inversión S.A. | Argentine | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  managem  ent  company | 6 | 20 | 3 |
| Santander Asset  Management  Luxembourg, S.A. | Luxembourg | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  managem  ent  company | 5 | 1 | 0 |
| Santander Asset  Management S.A.  Administradora  General de Fondos | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  managem  ent  company | (3) | 18 | 132 |
| Santander Asset  Management UK  Holdings Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 218 | 74 | 186 |
| Santander Asset  Management UK  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Managem  ent of  funds and  portfolios | 30 | 6 | 129 |
| Santander Asset  Management, S.A.,  SGIIC Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Fund  managem  ent  company | 227 | 101 | 277 |
| Santander Auto Lease  Titling Ltd. | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 8 | (15) | 0 |
| Santander Back-  Offices Globales  Mayoristas, S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Services | 5 | 6 | 1 |

234

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Santander Banca de  Inversión Colombia,  S.A.S. | Colombia | 100.00% | 0.00% |  | 100.00% | 100.00% | Advisory  services | 1 | 3 | 2 |
| Santander Bank Polska  S.A. | Poland | 58.70% | 0.00% |  | 58.70% | 62.20% | Banking | 6,308 | 1,590 | 4,051 |
| Santander Bank,  National Association | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 10,871 | 1,183 | 12,035 |
| Santander Brasil  Administradora de  Consórcio Ltda. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Services | 70 | 83 | 138 |
| Santander Brasil  Gestão de Recursos  Ltda. | Brazil | 0.08% | 99.92% |  | 100.00% | 100.00% | Securities  investmen  t | 387 | 45 | 423 |
| Santander Capital  Holdings LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 851 | 53 | 904 |
| Santander Capital  Structuring, S.A. de  C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00 | Holding  company | 5 | 0 | 0 |
| Santander  Capitalização S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Insurance | (47) | 101 | 48 |
| Santander Cards  Ireland Limited (n) | Ireland | 0.00% | 100.00% |  | 100.00% | 100.00% | Cards | (8) | 0 | 0 |
| Santander Cards  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 96 | 0 | 96 |
| Santander Cards UK  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 145 | (15) | 121 |
| Santander Chile  Holding S.A. | Chile | 22.11% | 77.75% |  | 99.86% | 99.86% | Holding  company | 1,565 | 355 | 1,862 |
| Santander Commercial  Mortgage Securities  LLC | United  States | 0.00% | 100.00% |  | 100.00% | — | Finance  company | 0 | 0 | 0 |
| Santander Compara  Holding, S.L. | Spain | 99.97% | 0.03% |  | 100.00% | 100.00% | Holding  company | 12 | 0 | 12 |
| Santander Consulting  (Beijing) Co., Ltd. | China | 0.00% | 100.00% |  | 100.00% | 100.00% | Advisory  services | 10 | 0 | 4 |
| Santander Consumer  (UK) plc | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 938 | (109) | 298 |
| Santander Consumer  Auto Receivables  Funding 2018-L3 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 117 | (1) | 0 |

235

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Santander Consumer  Auto Receivables  Funding 2022-B1 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (56) | 17 | 0 |
| Santander Consumer  Auto Receivables  Funding 2022-B2 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (64) | 22 | 0 |
| Santander Consumer  Auto Receivables  Funding 2022-B3 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (103) | 66 | 0 |
| Santander Consumer  Auto Receivables  Funding 2022-B4 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (58) | 30 | 0 |
| Santander Consumer  Auto Receivables  Funding 2023-B1 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (48) | 53 | 0 |
| Santander Consumer  Auto Receivables  Funding 2023-B2 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (44) | 22 | 0 |
| Santander Consumer  Auto Receivables  Funding 2023-B3 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (40) | 20 | 0 |
| Santander Consumer  Auto Receivables  Funding 2023-B4 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (46) | 23 | 0 |
| Santander Consumer  Auto Receivables  Funding 2023-B5 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Consumer  Auto Receivables  Funding 2023-B6 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Consumer  Auto Receivables  Funding 2024-B2 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Consumer  Auto Receivables  Funding 2024-B3 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Consumer  Auto Receivables  Funding 2025-B1 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Consumer  Auto Receivables  Funding 2025-L1 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 0 | (14) | 0 |
| Santander Consumer  Auto Receivables  Funding 2025-L2 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Consumer  Auto Receivables  Funding 2025-L3 LLC | United  States | 0.00% | 100.00% |  | 100.00% | — | Inactive | 0 | 0 | 0 |
| Santander Consumer  Auto Receivables  Funding 2025-L4 LLC | United  States | 0.00% | 100.00% |  | 100.00% | — | Inactive | 0 | 0 | 0 |

236

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Santander Consumer  Bank | Canada | 0.00% | 100.00% |  | 100.00% | — | Banking | 140 | 3 | 167 |
| Santander Consumer  Bank AG | Germany | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 3,588 | 187 | 5,345 |
| Santander Consumer  Bank AS | Norway | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 1,912 | 183 | 2,141 |
| Santander Consumer  Bank GmbH | Austria | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 584 | 39 | 363 |
| Santander Consumer  Bank S.A. | Poland | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 988 | 93 | 940 |
| Santander Consumer  Bank S.A. | Peru | 100.00% | 0.00% |  | 100.00% | — | Banking | 187 | 25 | 160 |
| Santander Consumer  Bank S.p.A. | Italy | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 970 | 68 | 603 |
| Santander Consumer  Credit Services Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 1 | (1) | 0 |
| Santander Consumer  Finance Global  Services, S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | IT | 6 | 4 | 5 |
| Santander Consumer  Finance Limitada | Chile | 49.00% | 34.24% |  | 100.00% | 100.00% | Finance  company | 120 | 27 | 65 |
| Santander Consumer  Finance México, S.A.  de C.V., S.O.F.O.M.,  E.R., Grupo Financiero  Santander México | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Inactive | 2 | 0 | 2 |
| Santander Consumer  Finance Oy | Finland | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 488 | 20 | 159 |
| Santander Consumer  Finance Schweiz AG | Switzerland | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 61 | (13) | 60 |
| Santander Consumer  Finance, S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Banking | 9,109 | 612 | 10,039 |
| Santander Consumer  Financial Solutions Sp.  z o.o. | Poland | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | (3) | 1 | 7 |
| Santander Consumer  Holding Austria GmbH | Austria | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 364 | 0 | 518 |
| Santander Consumer  Holding GmbH | Germany | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 5,564 | 83 | 6,077 |
| Santander Consumer  Lease Receivables 1  LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (20) | 3 | 0 |
| Santander Consumer  Leasing GmbH | Germany | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 77 | 104 | 158 |

237

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Santander Consumer  Leasing S.A. | France | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 3 | 0 | 3 |
| Santander Consumer  Mobility Services, S.A. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 8 | (2) | 8 |
| Santander Consumer  Multirent Sp. z o.o. | Poland | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | 42 | 9 | 36 |
| Santander Consumer  Operations Services  GmbH | Germany | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 16 | 0 | 18 |
| Santander Consumer  Receivables 11 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 618 | 283 | 0 |
| Santander Consumer  Receivables 15 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (8) | 75 | 0 |
| Santander Consumer  Receivables 16 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (6) | 130 | 0 |
| Santander Consumer  Receivables 20 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 0 | (254) | 0 |
| Santander Consumer  Receivables 21 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Consumer  Receivables 7 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 726 | 164 | 0 |
| Santander Consumer  Receivables Funding  LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 10 | 3 | 0 |
| Santander Consumer  Renting S.r.l. | Italy | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 12 | (5) | 18 |
| Santander Consumer  Renting, S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 47 | 2 | 41 |
| Santander Consumer  S.A. | Argentine | 0.00% | 99.82% |  | 100.00% | 100.00% | Finance  company | 15 | (3) | 13 |
| Santander Consumer  Services GmbH | Austria | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 0 | 0 | 0 |
| Santander Consumer  Services, S.A. | Portugal | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 13 | 1 | 6 |
| Santander Consumer  Spain Auto 2019-1,  Fondo de Titulización | Spain | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |

238

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Santander Consumer  Spain Auto 2020-1,  Fondo de Titulización | Spain | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander Consumer  Spain Auto 2021-1,  Fondo de Titulización | Spain | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander Consumer  Spain Auto 2022-1,  Fondo de Titulización | Spain | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander Consumer  Spain Auto 2023-1,  Fondo de Titulización | Spain | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander Consumer  Spain Auto 2024-1,  Fondo de Titulización | Spain | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander Consumer  Spain Auto 2025-1,  Fondo de Titulización | Spain | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander Consumer  Technology Services  GmbH | Germany | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 31 | 1 | 22 |
| Santander Consumer  USA Holdings Inc. | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 3,079 | 589 | 4,580 |
| Santander Consumer  USA Inc. | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 4,922 | 590 | 5,512 |
| Santander Consumo 4,  F.T. | Spain | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander Consumo 5,  F.T. | Spain | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander Consumo 6,  F.T. | Spain | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander Consumo 7,  F.T. | Spain | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander Corredora  de Seguros Limitada | Chile | 0.00% | 67.21% |  | 100.00% | 100.00% | Insurance  mediation | 19 | 3 | 14 |
| Santander Corredores  de Bolsa Limitada | Chile | — | 83.24% |  | 100.00 | 100.00 | Securities  company | 58 | 3 | 51 |
| Santander Corretora  de Câmbio e Valores  Mobiliários S.A. | Brazil | — | 89.86% |  | 100.00 | 100.00 | Securities  company | 143 | 28 | 154 |
| Santander Corretora  de Seguros,  Investimentos e  Serviços S.A. | Brazil | — | 89.86% |  | 100.00 | 100.00 | Insurance  mediation | 665 | 325 | 887 |
| Santander Customer  Voice, S.A. | Spain | 99.50 | 0.50% |  | 100.00 | 100.00 | Services | 9 | (10) | 0 |

239

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Santander de  Titulización, S.G.F.T.,  S.A. | Spain | 81.00 | 19.00% |  | 100.00 | 100.00 | Fund  managem  ent  company | 5 | 5 | 2 |
| Santander  Distribuidora de  Títulos e Valores  Mobiliários S.A. | Brazil | — | 89.86% |  | 100.00 | 100.00 | Securities  company | 75 | 11 | 77 |
| Santander Drive Auto  Receivables LLC | United  States | — | 100.00% |  | 100.00 | 100.00 | Finance  company | 0 | 0 | 0 |
| Santander Drive Auto  Receivables Trust  2022-2 | United  States | — | (b) |  | — | — | Securitizati  on | (25) | 33 | 0 |
| Santander Drive Auto  Receivables Trust  2022-3 | United  States | — | (b) |  | — | — | Securitizati  on | (41) | 26 | 0 |
| Santander Drive Auto  Receivables Trust  2022-4 | United  States | — | (b) |  | — | — | Securitizati  on | (72) | 36 | 0 |
| Santander Drive Auto  Receivables Trust  2022-5 | United  States | — | (b) |  | — | — | Securitizati  on | (102) | 37 | 0 |
| Santander Drive Auto  Receivables Trust  2022-6 | United  States | — | (b) |  | — | — | Securitizati  on | (96) | 40 | 0 |
| Santander Drive Auto  Receivables Trust  2022-7 | United  States | — | (b) |  | — | — | Securitizati  on | (45) | 24 | 0 |
| Santander Drive Auto  Receivables Trust  2023-1 | United  States | — | (b) |  | — | — | Securitizati  on | (24) | 38 | 0 |
| Santander Drive Auto  Receivables Trust  2023-2 | United  States | — | (b) |  | — | — | Securitizati  on | (47) | 56 | 0 |
| Santander Drive Auto  Receivables Trust  2023-3 | United  States | — | (b) |  | — | — | Securitizati  on | (74) | 65 | 0 |
| Santander Drive Auto  Receivables Trust  2023-4 | United  States | — | (b) |  | — | — | Securitizati  on | (78) | 53 | 0 |
| Santander Drive Auto  Receivables Trust  2023-5 | United  States | — | (b) |  | — | — | Securitizati  on | (74) | 54 | 0 |
| Santander Drive Auto  Receivables Trust  2023-6 | United  States | — | (b) |  | — | — | Securitizati  on | (62) | 47 | 0 |
| Santander Drive Auto  Receivables Trust  2024-1 | United  States | — | (b) |  | — | — | Securitizati  on | (99) | 68 | 0 |
| Santander Drive Auto  Receivables Trust  2024-2 | United  States | — | (b) |  | — | — | Securitizati  on | (149) | 103 | 0 |

240

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Santander Drive Auto  Receivables Trust  2024-3 | United  States | — | (b) |  | — | — | Securitizati  on | (182) | 127 | 0 |
| Santander Drive Auto  Receivables Trust  2024-4 | United  States | — | (b) |  | — | — | Securitizati  on | (207) | 146 | 0 |
| Santander Drive Auto  Receivables Trust  2024-5 | United  States | — | (b) |  | — | — | Securitizati  on | (182) | 119 | 0 |
| Santander Drive Auto  Receivables Trust  2025-1 | United  States | — | (b) |  | — | — | Securitizati  on | 0 | (116) | 0 |
| Santander Drive Auto  Receivables Trust  2025-2 | United  States | — | (b) |  | — | — | Securitizati  on | 0 | (134) | 0 |
| Santander Drive Auto  Receivables Trust  2025-3 | United  States | — | (b) |  | — | — | Securitizati  on | 0 | (186) | 0 |
| Santander Drive Auto  Receivables Trust  2025-4 | United  States | — | (b) |  | — | — | Securitizati  on | 0 | (218) | 0 |
| Santander Empresa  Administradora de  Fondos Colectivos S.A. | Peru | 99% | 1.00% |  | 100% | 100% | Investmen  t company | 1 | (1) | 0 |
| Santander Equity  Investments Limited | United  Kingdom | 0% | 100.00% |  | 100% | 100% | Finance  company | 94 | 5 | 34 |
| Santander España  Servicios Legales, S.L. | Spain | 99.97% | 0.03% |  | 100.00% | 100.00% | Services | 9 | 0 | 8 |
| Santander Estates  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate | 7 | 0 | 7 |
| Santander European  Hospitality  Opportunities | Luxembour  g | 100.00% | 0.00% |  | 100.00% | 100.00 | Investmen  t fund | 33 | 0 | 30 |
| Santander F24 S.A. | Poland | 0.00% | 58.70% |  | 100.00% | 100.00% | Finance  company | 3 | 0 | 2 |
| Santander Facility  Management España,  S.L. Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate | 786 | 0 | 786 |
| Santander Factoring  S.A. | Chile | 0.00% | 99.86% |  | 100.00% | 100.00% | Factoring | 9 | 0 | 9 |
| Santander Factoring  Sp. z o.o. | Poland | 0.00% | 58.70% |  | 100.00% | 100.00% | Financial  services | 78 | 11 | 1 |
| Santander Factoring y  Confirming, S.A.  Unipersonal, E.F.C. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Factoring | 223 | 47 | 126 |

241

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Santander FI Hedge  Strategies | Ireland | 0.00% | 89.86% |  | 100.00% | 100.00% | Investmen  t fund | 421 | 110 | 478 |
| Santander Finance  2012-1 LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 3 | 0 | 3 |
| Santander Financial  Exchanges Limited (j) | United  Kingdom | 100.00% | 0.00% |  | 100.00% | 100.00 | Inactive | 0 | 0 | 0 |
| Santander Financial  Services plc | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00 | Banking | 350 | 27 | 443 |
| Santander  Financiamientos S.A. | Peru | 100.00% | 0.00% |  | 100.00% | 100.00 | Finance  company | 34 | 0 | 34 |
| Santander Financing  S.A.S. | Colombia | 100.00% | 0.00% |  | 100.00% | 100.00% | Financial  advisory | 3 | 0 | 3 |
| Santander Finanse Sp.  z o.o. | Poland | 0.00% | 58.70% |  | 100.00% | 100.00% | Financial  services | 64 | 12 | 18 |
| Santander Fundo de  Investimento  Amazonas  Multimercado Crédito  Privado Investimento  no Exterior (o) | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investmen  t fund | 440 | 64 | 453 |
| Santander Fundo de  Investimento  Diamantina  Multimercado Crédito  Privado Investimento  no Exterior (h) | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investmen  t fund | 776 | 142 | 824 |
| Santander Fundo de  Investimento Guarujá  Multimercado Crédito  Privado Investimento  no Exterior | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investmen  t fund | 150 | 14 | 148 |
| Santander Gestión de  Recaudación y  Cobranzas Ltda. | Chile | 0.00% | 99.86% |  | 100.00% | 100.00% | Financial  services | 8 | 1 | 9 |
| Santander Global  Cards & Digital  Solutions Brasil S.A. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | IT  consulting | 85 | 4 | 93 |
| Santander Global  Cards & Digital  Solutions, S.L. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | IT services | 222 | 1 | 222 |
| Santander Global  Consumer Finance  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 7 | 0 | 7 |
| Santander Global  Facilities, S.A. de C.V. | Mexico | 100.00% | 0.00% |  | 100.00% | 100.00% | Services | 167 | 8 | 174 |
| Santander Global  Services S.A. (j) | Uruguay | 0.00% | 100.00% |  | 100.00% | 100.00% | Services | 0 | 0 | 0 |
| Santander Global  Services, S.L. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Real estate | 7 | 1 | 7 |
| Santander Global  Technology and  Operations Brasil Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00 | IT services | 26 | 0 | 18 |
| Santander Global  Technology and  Operations Chile  Limitada | Chile | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 5 | 1 | 6 |

242

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Santander Global  Technology and  Operations, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00 | IT services | 694 | 15 | 668 |
| Santander Green  Investment, S.L. | Spain | 99.97% | 0.03% |  | 100.00% | 100.00 | Holding  company | 139 | 1 | 135 |
| Santander Group  Properties, S.L.  Unipersonal | Spain | 100.00 | 0.00% |  | 100.00 | 100.00 | Holding  company | 1,100 | 5 | 1,077 |
| Santander Guarantee  Company (j) | United  Kingdom | — | 100.00% |  | 100.00 | 100.00 | Inactive | 0 | 0 | 0 |
| Santander Hera Renda  Fixa Fundo Incentivado  de Investimento em  Infraestrutura  Responsabilidade  Limitada | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investmen  t fund | 2,779 | 212 | 2,688 |
| Santander Hermes  Multimercado Crédito  Privado  Infraestructura Fundo  de Investimento | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Investmen  t fund | 169 | 9 | 160 |
| Santander Hipotecario  2 Fondo de  Titulización de Activos | Spain | 0.00% | (b) |  | 0.00% | 0.00% | Securitizati  on | 0 | 0 | 0 |
| Santander Hipotecario  3 Fondo de  Titulización de Activos | Spain | 0.00% | (b) |  | 0.00% | 0.00% | Securitizati  on | 0 | 0 | 0 |
| Santander Holding  Imobiliária S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Real estate | 64 | 6 | 63 |
| Santander Holding  Internacional, S.A. | Spain | 99.95% | 0.05% |  | 100.00% | 100.00% | Holding  company | 4,271 | 96 | 2,506 |
| Santander Holdings  USA, Inc. | United  States | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 13,865 | 1,399 | 14,425 |
| Santander Inclusión  Financiera, S.A. de  C.V., S.O.F.O.M., E.R.,  Grupo Financiero  Santander México | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Finance  company | 8 | 2 | 9 |
| Santander Insurance  Agency, U.S., LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Insurance  mediation | 1 | 0 | 1 |
| Santander Insurance  Services UK Limited | United  Kingdom | 100.00% | 0.00% |  | 100.00% | 100.00 | Wealth  managem  ent | 827 | (588) | 543 |
| Santander Insurance,  S.L. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00 | Holding  company | 2,433 | 478 | 2,440 |
| Santander  Intermediación  Correduría de Seguros,  S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Insurance  mediation | 25 | 5 | 18 |
| Santander  International Products,  Plc. (l) | Ireland | 99.99% | 0.01% |  | 100.00% | 100.00% | Finance  company | 1 | 0 | 0 |

243

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Santander  International Wealth  Management México,  S. de R.L. de C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Advisory  services | 3 | (2) | 2 |
| Santander  International Wealth  Solutions LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 0 | 0 | 0 |
| Santander Inversiones  S.A. | Chile | 5.12% | 94.88% |  | 100.00% | 100.00% | Holding  company | 1,574 | 279 | 1,051 |
| Santander Investment  Chile Limitada | Chile | 16.12% | 83.88% |  | 100.00% | 100.00% | Finance  company | 305 | 11 | 308 |
| Santander Investment,  S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Banking | 1,316 | 429 | 245 |
| Santander  Investments GP 1  S.à.r.l. | Luxembour  g | 0.00% | 100.00% |  | 100.00% | 100.00 | Fund  managem  ent  company | 1 | 0 | 1 |
| Santander Inwestycje  Sp. z o.o. | Poland | 0.00% | 58.70% |  | 100.00% | 100.00% | Securities  company | 0 | 0 | 0 |
| Santander ISA  Managers Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Managem  ent of  funds and  portfolios | 45 | 6 | 6 |
| Santander Lease, S.A.,  E.F.C. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Leasing | 56 | 3 | 51 |
| Santander Leasing AB | Sweden | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing  and  renting | 13 | 2 | 22 |
| Santander Leasing B.V. | Netherlands | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 13 | 0 | 21 |
| Santander Leasing S.A. | Poland | 0.00% | 58.70% |  | 100.00% | 100.00% | Leasing | 210 | 13 | 35 |
| Santander Leasing S.A.  Arrendamento  Mercantil | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00 | Leasing | 1,458 | 129 | 1,426 |
| Santander Leasing, LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Leasing | (2) | (10) | 0 |
| Santander Lending  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Mortgage  credit  company | 278 | 13 | 291 |
| Santander Mediación  Operador de Banca-  Seguros Vinculado,  S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Insurance  mediation | 52 | 1 | 3 |
| Santander Merchant  S.A. | Argentine | 5.10% | 94.90% |  | 100.00% | 100.00% | Finance  company | 2 | 1 | 2 |

244

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Santander Mortgage  Asset Depositor LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 0 | 0 | 0 |
| Santander Mortgage  Asset Receivable Trust  2025-CES1 | United  States | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander Mortgage  Asset Receivable Trust  2025-NQM1 | United  States | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander Mortgage  Asset Receivable Trust  2025-NQM2 | United  States | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander Mortgage  Asset Receivable Trust  2025-NQM3 | United  States | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander Mortgage  Asset Receivable Trust  2025-NQM4 | United  States | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander Mortgage  Asset Receivable Trust  2025-NQM5 | United  States | 0.00% | (b) |  | 0.00% | 0.00% | Securitizati  on | 0 | 0 | 0 |
| Santander Mortgage  Asset Receivable Trust  2025-NQM6 | United  States | 0.00% | (b) |  | 0.00% | 0.00% | Securitizati  on | 0 | 0 | 0 |
| Santander Mortgage  Asset Receivable Trust  2026-NQM1 | United  States | 0.00% | (b) |  | 0.00% | 0.00% | Inactive | 0 | 0 | 0 |
| Santander Mortgage  Holdings Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | (2) | 2 | 0 |
| Santander New  Business, S.A. | Spain | 99.00% | 1.00% |  | 100.00% | 100.00% | Trade  intermedia  ry | 3 | 0 | 2 |
| Santander Paraty Qif  PLC | Ireland | 0.00% | 89.86% |  | 100.00% | 100.00% | Investmen  t company | 421 | 110 | 478 |
| Santander Pensiones,  S.A., E.G.F.P. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00 | Pension  fund  managem  ent  company | 57 | 17 | 152 |
| Santander Prime Auto  Issuance Notes 2018-  A Designated Activity  Company (j) | Ireland | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| Santander Prime Auto  Issuance Notes 2018-  B Designated Activity  Company (j) | Ireland | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| Santander Prime Auto  Issuance Notes 2018-C  Designated Activity  Company (j) | Ireland | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| Santander Prime Auto  Issuance Notes 2018-  D Designated Activity  Company (j) | Ireland | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |

245

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Santander Prime Auto  Issuance Notes 2018-E  Designated Activity  Company (j) | Ireland | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| Santander Private  Banking S.p.A. in  Liquidazione (j) | Italy | 100.00% | 0.00% |  | 100.00% | 100.00% | Finance  company | 14 | 0 | 8 |
| Santander Private  Banking UK Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 296 | 174 | 399 |
| Santander Private Real  Estate Advisory, S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Real estate | 20 | 6 | 26 |
| Santander Real Estate  Debt 1 sub-fund | Luxembourg | 100.00% | 0.00% |  | 100.00% | 100.00% | Investmen  t fund | 103 | 6 | 100 |
| Santander Real Estate  Equity I, F.C.R. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Venture  capital  fund | 19 | 0 | 19 |
| Santander Real Estate,  S.A. | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Inactive | 1 | 0 | 1 |
| Santander Retail Auto  Lease Funding LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 0 | 0 | 0 |
| Santander RMBS 6,  Fondo de Titulización | Spain | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Santander S.A.  Sociedad  Securitizadora | Chile | 0.00% | 67.25% |  | 100.00% | 100.00% | Fund  managem  ent  company | 1 | 0 | 1 |
| Santander SBAC II  Renda Fixa Curto Prazo  - Classe de  Investimento em  Cotas de Fundo de  Investimento  Financeiro  Responsabilidade  Limitada | Brazil | 0.00% | 89.86% |  | 100.00% | — | Investmen  t fund | 1,750 | 242 | 1,770 |
| Santander Secretariat  Services Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Santander Securities  LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Securities  company | 25 | 6 | 31 |
| Santander Seguros y  Reaseguros, Compañía  Aseguradora, S.A. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Insurance | 676 | 164 | 914 |
| Santander Services  Solutions, S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  services | 15 | (2) | 14 |
| Santander Servicios  Corporativos, S.A. de  C.V. | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | Services | 14 | 0 | 15 |

246

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Santander Servicos  Digitais Brasil Ltda. | Brazil | 0.00% | 100.00% |  | 100.00% | 0.00% | IT services | 23 | 2 | 23 |
| Santander Sociedade  de Crédito,  Financiamento e  Investimento S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Finance  company | 289 | 441 | 655 |
| Santander Technology  USA, LLC | United  States | 0.00 | 100.00% |  | 100.00% | 100.00% | IT services | 47 | 0 | 47 |
| Santander Tecnología  Argentina S.A. | Argentine | 0.00% | 99.83% |  | 100.00% | 100.00% | IT services | 7 | 6 | 10 |
| Santander Tecnología  México, S.A. de C.V. | Mexico | 0.00% | 99.98% |  | 100.00% | 100.00% | IT services | 52 | 0 | 52 |
| Santander Totta  Seguros, Companhia  de Seguros de Vida,  S.A. | Portugal | 0.00 | 100.00% |  | 100.00% | 100.00% | Insurance | 99 | 27 | 246 |
| Santander  Towarzystwo  Funduszy  Inwestycyjnych S.A. | Poland | 50.00% | 29.35% |  | 100.00% | 100.00% | Fund  managem  ent  company | 4 | 33 | 172 |
| Santander Trade  Services Limited | Hong-Kong | — | 100.00% |  | 100.00% | 100.00% | Inactive | 24 | 1 | 16 |
| Santander Trust S.A. | Argentine | — | 100.00% |  | 100.00% | 100.00% | Services | 0 | 0 | 0 |
| Santander UK Group  Holdings plc | United  Kingdom | 77.67% | 22.33% |  | 100.00% | 100.00% | Holding  company | 15,277 | 192 | 19,046 |
| Santander UK  Investments | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 114 | (2) | 114 |
| Santander UK  Operations Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 7 | 0 | 0 |
| Santander UK plc | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Banking | 12,746 | 2,167 | 15,039 |
| Santander UK  Technology Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | IT services | 25 | 0 | 6 |
| Santander US Capital  Markets LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Securities  investmen  t | 904 | 53 | 957 |
| Santander Valores S.A. | Argentine | 5.10% | 94.73% |  | 100.00% | 100.00% | Securities  company | 30 | 11 | 42 |
| Santusa Holding, S.L. | Spain | 69.76% | 30.24% |  | 100.00% | 100.00% | Holding  company | 10,589 | 495 | 6,525 |

247

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| SBNA Auto Lease  Funding LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | (58) | (87) | 0 |
| SBNA Auto Lease Trust  2023-A | United  States | — | (b) |  | — | — | Securitizati  on | (31) | (23) | 0 |
| SBNA Auto Lease Trust  2024-A | United  States | — | (b) |  | — | — | Securitizati  on | (18) | (26) | 0 |
| SBNA Auto Lease Trust  2024-B | United  States | — | (b) |  | — | — | Securitizati  on | (12) | (30) | 0 |
| SBNA Auto Lease Trust  2024-C | United  States | — | (b) |  | — | — | Securitizati  on | 4 | (8) | 0 |
| SBNA Auto Lease Trust  2025-A | United  States | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SBNA Auto Lease Trust  2025-B | United  States | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| SBNA Auto  Receivables Funding  LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 2 | 3 | 4 |
| SBNA Auto  Receivables Grantor  Trust 2025-SF1 | United  States | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| SBNA Auto  Receivables Trust  2025-SF1 | United  States | — | (b) |  | — | — | Inactive | 0 | 0 | 0 |
| SBNA Investor LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 795 | 119 | 914 |
| SC Austria Auto  Finance 2020-1  Designated Activity  Company | Ireland | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Austria Consumer  Loan 2021 Designated  Activity Company | Ireland | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Austria S.à r.l. | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Austria S.à r.l.,  Compartment  Consumer 2025-1 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Canada Asset  Securitization Trust | Canada | — | (b) |  | — | — | Securitizati  on | 2 | 4 | 0 |
| SC Germany Auto  2019-1 UG  (haftungsbeschränkt)  (j) | Germany | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |

248

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| SC Germany S.A. | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Germany S.A.,  Compartment  Consumer 2020-1 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Germany S.A.,  Compartment  Consumer 2021-1 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Germany S.A.,  Compartment  Consumer 2022-1 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Germany S.A.,  Compartment  Consumer 2023-1 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Germany S.A.,  Compartment  Consumer 2024-1 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Germany S.A.,  Compartment  Consumer 2024-2 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Germany S.A.,  Compartment  Consumer 2025-1 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Germany S.A.,  Compartment  Consumer 2025-2 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Germany S.A.,  Compartment  Consumer Private  2023-1 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Germany S.A.,  Compartment Leasing  2023-1 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Germany S.A.,  Compartment Leasing  2025-1 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Germany S.A.,  Compartment Mobility  2020-1 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Mobility AB | Sweden | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 0 | 0 | 0 |
| SC Mobility AS | Norway | 0.00% | 100.00% |  | 100.00% | 100.00% | Renting | 32 | 0 | 33 |
| SC Nordics S.à r.l. | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SC Nordics S.à r.l. ,  Compartment  Rahoituspalvelut 2025 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |

249

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| SC Poland Consumer  23-1 Designated  Activity Company | Ireland | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SCF Ajoneuvohallinto  IX Limited (j) | Ireland | — | (b) |  | — | — | Securitizati  on | — | — | — |
| SCF Ajoneuvohallinto  X Limited | Ireland | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SCF Ajoneuvohallinto  XI Limited | Ireland | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SCF Ajoneuvohallinto  XII Limited | Irlanda | — | (b) |  | — | — | Titulizació  n | 0 | 0 | 0 |
| SCF Ajoneuvohallinto  XIII Limited | Ireland | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SCF Eastside Locks GP  Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate  managem  ent | 0 | 0 | 0 |
| SCF Rahoituspalvelut  IX DAC (j) | Ireland | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SCF Rahoituspalvelut X  DAC | Ireland | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SCF Rahoituspalvelut  XI Designated Activity  Company | Ireland | — | (b) |  | — | — | Securitizati  on | (15) | 0 | 0 |
| SCF Rahoituspalvelut  XII DAC | Ireland | — | (b) |  | — | — | Securitizati  on | (1) | 0 | 0 |
| SCF Rahoituspalvelut  XIII DAC | Ireland | — | (b) |  | — | — | Securitizati  on | 3 | 0 | 0 |
| SCM Poland Auto  2019-1 DAC | Ireland | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SDMX Superdigital,  S.A. de C.V., Institución  de Fondos de Pago  Electrónico | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  platform | 1 | (1) | 0 |
| Secucor Finance  2021-1, DAC (j) | Ireland | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Secucor Finance  2025-1 Designated  Activity Company | Ireland | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Services and  Promotions Delaware  Corporation | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 125 | 0 | 198 |
| Services and  Promotions Miami LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Real estate | 126 | 0 | 126 |

250

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Servicios de Cobranza,  Recuperación y  Seguimiento, S.A. de  C.V. | Mexico | 0.00% | 100.00% |  | 100.00% | 100.00% | Finance  company | 38 | 0 | 40 |
| Servicios Inmobiliarios  Residencial en Venta  JV2, S.L. | Spain | 0.00% | 27.57% |  | 27.57% | 90.00% | Real estate | 10 | 0 | 3 |
| Sheppards  Moneybrokers Limited | United  Kingdom | 0.00% | 100.00% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Shiloh III Wind Project,  LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Renewable  energies | 327 | 5 | 333 |
| Silk Finance No. 5 | Portugal | — | (b) |  | — | — | Securitizati  on | 25 | (5) | 0 |
| Silk Finance No. 6 | Portugal | — | (b) |  | — | — | Securitizati  on | 0 | 8 | 0 |
| Sociedad Integral de  Valoraciones  Automatizadas, S.A.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Appraisals | 2 | 0 | 1 |
| Sociedad Operadora  de Tarjetas de Pago  Santander Getnet  Chile S.A. | Chile | 0.00% | 67.13% |  | 100.00% | 100.00% | Payments  and  collection  services | 1 | 47 | 32 |
| Socur S.A. (f) | Uruguay | 100.00% | 0.00% |  | 100.00% | 100.00% | Finance  company | 69 | 19 | 58 |
| Solution 4Fleet  Consultoria  Empresarial S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Vehicle  rental | 1 | 0 | 1 |
| Sovereign Community  Development  Company | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 42 | 1 | 43 |
| Sovereign Delaware  Investment  Corporation | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 146 | 5 | 151 |
| Sovereign Lease  Holdings, LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Financial  services | 228 | 5 | 233 |
| Sovereign REIT  Holdings, Inc. | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 8,060 | 268 | 8,328 |
| SPIRE SA  Compartment  2025-148 | Luxembourg | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| SSA Swiss Advisors AG | Switzerland | 0.00% | 100.00% |  | 100.00% | 100.00% | Wealth  managem  ent | 2 | 0 | 4 |
| Stellantis Consumer  Financial Services  Polska Sp. z o.o. | Poland | 0.00% | 50.00% |  | 100.00% | 100.00% | Finance  company | 5 | 2 | 1 |

251

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Stellantis Financial  Services Belux SA | Belgium | 0.00% | 50.00% |  | 100.00% | 100.00% | Finance  company | 101 | 11 | 57 |
| Stellantis Financial  Services España,  E.F.C., S.A. | Spain | 0.00% | 50.00% |  | 50.00% | 50.00% | Finance  company | 401 | (21) | 190 |
| Stellantis Financial  Services Italia S.p.A. | Italy | 0.00% | 50.00% |  | 50.00% | 50.00% | Banking | 807 | 112 | 293 |
| Stellantis Financial  Services Nederland  B.V. | Netherlands | 0.00% | 50.00% |  | 100.00% | 100.00% | Finance  company | 80 | 15 | 39 |
| Stellantis Financial  Services Polska Sp. z  o.o. | Poland | 0.00% | 50.00% |  | 50.00% | 50.00% | Finance  company | 74 | 13 | 17 |
| Stellantis Renting  Italia S.p.A. | Italy | 0.00% | 50.00% |  | 100.00% | 100.00% | Renting | 11 | 5 | 3 |
| Sterrebeeck B.V. | Netherlands | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 6,373 | 515 | 10,860 |
| Suleyado 2003, S.L.  Unipersonal | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Securities  investmen  t | 34 | 0 | 31 |
| Superdigital Holding  Company, S.L. | Spain | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 28 | (4) | 24 |
| Superdigital Logística  S.A. | Brazil | 0.00% | 100.00% |  | 100.00% | 100.00% | Payment  services | 6 | (1) | 5 |
| Suzuki Servicios  Financieros, S.L. | Spain | 0.00% | 51.00% |  | 51.00% | 51.00% | Intermedia  tion | 16 | 2 | 8 |
| Swesant SA | Switzerland | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 323 | (3) | 0 |
| Tabasco Energía  España, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Holding  company | 7 | 0 | 7 |
| Taxos Luz, S.L.  Unipersonal | Spain | 0.00% | 70.00% |  | 100.00% | 100.00% | Renewable  energies | 3 | 0 | 11 |
| Teatinos Siglo XXI  Inversiones S.A. | Chile | 50.00% | 50.00% |  | 100.00% | 100.00% | Holding  company | 1,521 | 333 | 2,167 |
| Terras Fundo de  Investimento nas  Cadeias Produtivas do  Agronegocio - Fiagro -  Resp Limitada | Brazil | 0.00% | 89.86% |  | 100.00% | 0.00% | Investmen  t fund | 2 | 0 | 1 |
| The Best Specialty  Coffee, S.L.  Unipersonal | Spain | 100.00% | 0.00% |  | 100.00% | 100.00% | Restaurant  services | 3 | 0 | 3 |

252

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| TIMFin S.p.A. | Italy | 0.00% | 51.00% |  | 51.00% | 51.00% | Finance  company | 63 | 4 | 38 |
| Titularizadora  Colombiana S.A. -  Universalidad TIV V9 | Colombia | — | (b) |  | — | — | Securitizati  on | 0 | 0 | 0 |
| Tonopah Solar I, LLC | United  States | 0.00% | 100.00% |  | 100.00% | 100.00% | Holding  company | 5 | 0 | 5 |
| Tools Soluções e  Serviços  Compartilhados Ltda. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Services | 31 | 4 | 31 |
| Tornquist Asesores de  Seguros S.A. (j) | Argentine | 0.00% | 99.99% |  | 99.99% | 99.99% | Inactive | 0 | 0 | 0 |
| Toro Corretora de  Títulos e Valores  Mobiliários S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Securities  company | 62 | (1) | 55 |
| Toro Investimentos  S.A. | Brazil | 0.00% | 89.86% |  | 100.00% | 100.00% | Securities  company | 43 | (2) | 36 |
| Totta (Ireland), PLC | Ireland | 0.00% | 99.87% |  | 100.00% | 100.00% | Finance  company | 451 | 11 | 450 |
| Totta Urbe - Empresa  de Administração e  Construções, S.A. | Portugal | 0.00% | 99.87% |  | 100.00% | 100.00 | Real estate | 88 | 1 | 89 |
| Trainera Venture  Finance I, F.C.R.-PYME | Spain | 99.00% | 0.00% |  | 99.00% | 99.00% | Venture  capital  fund | 21 | 2 | 20 |
| Trans Skills  Employment Services -  Sole Proprietorship  LLC | Arab United  Emirates | 0.00% | 66.43% |  | 100.00% | 100.00% | Human  resources  services | 0 | 1 | 2 |
| Trans Skills  Employment Services  Malaysia SDN. BHD. | Malaysia | 0.00% | 66.43% |  | 100.00% | — | Services | 0 | 0 | 0 |
| Trans Skills  Employment Services  Vietnam Company  Limited | Vietnam | 0.00% | 66.43% |  | 100.00% | 0.00% | Consulting  services | 0 | 0 | 0 |
| Trans Skills General  Supplies Egypt LLC | Egypt | 0.00% | 66.43% |  | 100.00% | — | Consulting  services | 0 | 0 | 0 |
| Trans Skills  Information  Technology LLC | Saudi Arabia | 0.00% | 66.43% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Trans Skills  Investment in  Commercial  Enterprises &  Management Co. LLC | Arab United  Emirates | 0.00% | 66.43% |  | 100.00% | 100.00% | Holding  company | 1 | 0 | 7 |
| Trans Skills Services  SPC | Oman | 0.00% | 66.43% |  | 100.00% | —% | Consulting | 0 | 0 | 0 |

253

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Trans Skills South  Africa (Pty) Limited | Republic of  South Africa | 0.00% | 66.43% |  | 100.00% | 100.00% | Inactive | 0 | 0 | 0 |
| Trans Skills  Technology Services  LLC | Arab United  Emirates | 0.00% | 66.43% |  | 100.00% | 100.00% | IT services | 0 | (3) | 0 |
| Transolver Finance  EFC, S.A. | Spain | 0.00% | 51.00% |  | 51.00% | 51.00% | Leasing | 76 | 6 | 17 |
| Transskills Employer  Services Private  Limited | India | 0.00% | 66.43% |  | 100.00% | 100.00% | Consulting  services | 0 | 0 | 0 |
| Tresmares Capital  Corporate S.L. | Spain | 89.90% | 0.00% |  | 89.90% | — | Holding  company | 2 | 2 | 21 |
| Tresmares Capital  Deutschland GmbH | Germany | 0.00% | 89.90% |  | 100.00% | — | Finance  company | 0 | 0 | 0 |
| Tresmares Capital UK  Limited | United  Kingdom | 0.00% | 89.90% |  | 100.00% | — | Fund  managem  ent  company | 1 | 1 | 1 |
| Tresmares Direct  Lending, S.G.E.I.C, S.A. | Spain | 0.00% | 89.90% |  | 100.00% | — | Fund  managem  ent  company | 3 | 3 | 2 |
| Tresmares Growth  Fund II, S.C.R., S.A. | Spain | 40.00% | 0.00% | 40.00 | 40.00% | 40.00% | Holding  company | 72 | 6 | 39 |
| Tresmares Growth  Fund III, S.C.R., S.A. | Spain | 40.00% | 0.00% | 40.00 | 40.00% | 40.00% | Holding  company | 55 | 4 | 30 |
| Tresmares Growth  Fund Santander,  S.C.R., S.A. | Spain | 100.00% | 0.00% | 100.00 | 100.00% | 100.00% | Holding  company | 139 | (3) | 131 |
| Tresmares Private  Equity, S.G.E.I.C, S.A. | Spain | 0.00% | 89.90% | 100.00 | — | — | Fund  managem  ent  company | 1 | 4 | 1 |
| Tresmares Santander  Direct Lending, SICC,  S.A. | Spain | 99.67% | 0.00% | 99.67 | 99.67% | 99.67% | Fund  managem  ent  company | 1,419 | 69 | 1,410 |
| TS HR & Payroll  Services Morocco  SARL AU | Morocco | 0.00% | 66.43% | 100.00 | 100.00% | — | Consultin  g services | 0 | 0 | 0 |
| TVG-Trappgroup  Versicherungsvermitt  lungs-GmbH (d) | Germany | 0.00% | 90.01% | 100.00 | 100.00% | 100.00% | Insurance  brokerage | 0 | 0 | 2 |
| Universia Brasil S.A. | Brazil | 0.00% | 100.00% | 100.00 | 100.00% | 100.00% | Internet | 0 | 0 | 0 |
| Universia Chile S.A. | Chile | 0.00% | 86.84% | 86.84 | 86.84% | 86.84% | Internet | 1 | 0 | 0 |
| Universia Colombia  S.A.S. | Colombia | 0.00% | 100.00% | 100.00 | 100.00% | 100.00% | Internet | 0 | 0 | 0 |
| Universia España Red  de Universidades,  S.A. | Spain | 0.00% | 89.43% | 89.43 | 89.43% | 89.43% | Internet | 3 | 0 | 2 |
| Universia Holding,  S.L. | Spain | 100.00% | 0.00% | 100.00 | 100.00% | 100.00% | Holding  company | 18 | 0 | 18 |
| Universia México,  S.A. de C.V. | Mexico | 0.00% | 100.00% | 100.00 | 100.00% | 100.00% | Internet | 1 | 0 | 1 |
| Universia Perú, S.A. | Peru | 0.00% | 99.73% |  | 99.73% | 99.64% | Internet | 0 | 0 | 0 |

254

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Subsidiaries of Banco Santander, S.A.  1 | | | | | | | | | | |
|  |  | % of ownership held by  Banco Santander | |  | Percentage of voting  power (k) | |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year 2025 | Year 2024 | Activity | Capital +  reserves | Net results | Carrying  amount |
| Universia Uruguay,  S.A. | Uruguay | 0.00% | 100.00% | 100.00 | 100.00% | 100.00% | Internet | 0 | 0 | 0 |
| Uro Property  Holdings, S.A. (e) | Spain | 0.00% | 0.00% | — | 99.99% | 99.99% | Real  estate  investme  nt | — | — | — |
| VERT-11 Companhia  Securitizadora de  Créditos Financeiros | Brazil | — | (b) | — | — | — | Securitiza  tion | 0 | 0 | 0 |
| Wallcesa, S.A. | Spain | 100.00% | 0.00% | 100.00 | 100.00% | 100.00% | Financial  services | (914) | 17 | 0 |
| WIM Servicios  Corporativos, S.A. de  C.V. | Mexico | 0.00% | 100.00% | 100.00% | 100.00% | 100.00% | Advisory  services | 1 | 0 | 0 |
| WTW Shipping  Designated Activity  Company | Ireland | 100.00% | 0.00% | 100.00% | 100.00% | 100.00% | Leasing | 20 | 0 | 9 |

a. Amount according to the provisional books of each company as of the date of publication of these annexes, generally referring to 31 December 2025

without considering, where appropriate, interim dividends that have been made during the year. In the book value (net provision cost), the percentage

of ownership of the Group has been applied to the figure of each of the holding companies, without considering the impairment of goodwill made in

the consolidation process. The data for foreign companies are converted into euros at the exchange rate at the end of the year.

b. Companies over which effective control is maintained.

c. Data as at 31 December 2024, latest available accounts.

d. Data as at 31 March 2025, latest accounts available.

e. Accounting merged company, Pending registration.

f. Data as at 30 September 2025, last accounts available.

g. Data as at 30 April 2025, last accounts available.

h. Data as at 31 July 2025, last accounts available.

i. Companies in liquidation. Pending registration.

j. Company in liquidation as at 31 December 2025.

k. Pursuant to Article 3 of Royal Decree 1159/ 2010, of 17 September, approving the rules for the preparation of consolidated annual accounts, in order to

determine the voting rights, voting rights held directly by the parent company have been added to those held by companies controlled by the parent

company or by other persons acting in their own name but on behalf of a Group company. For these purposes, the number of votes corresponding to

the parent company, in relation to the companies indirectly dependent on it, is that corresponding to the dependent company that directly participates

in the share capital of the latter.

l. Company resident for tax purposes in Spain.

m. Data as at 30 June 2021, latest available accounts.

n. Company resident for tax purposes in the United Kingdom.

o. Data as at 28 February 2025, latest available accounts.

(1) Companies issuing preference shares are listed in Annex III, together with other relevant information.

255

#### Appendix II

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Societies of which Grupo Santander owns more than 5% (g) , entities associated with Grupo Santander and jointly controlled entities | | | | | | | | | | | |
|  |  | % of ownership  held by Banco  Santander | |  | Percentage of voting  power (f) | |  |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year  2025 | Year  2024 | Activity | Type of  company | Asset | Capital +  reserves | Net  results |
| Administrador Financiero de  Transantiago S.A. | Chile | 0.00% | 13.43% |  | 20.00% | 20.00% | Payments and  collection  services | Associated | 59,000,000 | 8,000,000 | 2,000,000 |
| Adprotel Strand, S.L. (consolidado) | Spain | 0.00% | 38.20% |  | 38.20% | 38.20 | Real estate  development | Associated | 693 | 622 | 26 |
| Aegon Santander Portugal Não Vida  - Companhia de Seguros, S.A. | Portugal | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Joint  ventures | 84 | 9 | 21 |
| Aegon Santander Portugal Vida -  Companhia de Seguros Vida, S.A. | Portugal | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Joint  ventures | 153 | 22 | 19 |
| Aeroplan - Sociedade Construtora  de Aeroportos, Lda. (e) | Portugal | 0.00% | 19.97% |  | 20.00% | 20.00% | Inactive | — | 0 | 0 | 0 |
| Agri Tech Investments Argentina  S.A.U. | Argentine | 0.00% | 50.00% |  | 50.00% | 0.00% | Financial  services | — | 10 | 6 | 1 |
| Aguas de Fuensanta, S.A. (e) (k) | Spain | 36.78% | 0.00% |  | 36.78% | 36.78% | Food | — | — | — | — |
| AHLC - Promoção Imobiliária, Lda. | Portugal | 0.00% | 35.00% |  | 35.00% | 0.00% | Real estate  development | Joint  ventures | — | 0 | — |
| Alcoaxarquía, S.L. | Spain | 0.00% | 16.00% |  | 40.00% | — | Food | — | 25 | 6 | 2 |
| Alma UK Holdings Ltd (consolidado)  (b) | United  Kingdom | 30.00% | 0.00% |  | 30.00% | 30.00 | Holding  company | Joint  ventures | 3 | 2 | 4 |
| Apolo Vault 1, S.L. | Spain | 0.00% | 25.00% |  | 25.00% | 25.00 | Renewable  energies | Joint  ventures | 0 | 0 | 0 |
| Aranguren Comercial de Embalaje,  S.L. | Spain | 0.00% | 9.96% |  | 24.90% | — | Industrial  products | — | 38 | 11 | 2 |
| Arneplant, S.L. | Spain | 0.00% | 11.36% |  | 28.41% | — | Footwear and  textiles | — | 46 | 22 | 2 |
| Asesoría Informática Gallega, S.L. | Spain | 0.00% | 12.54% |  | 31.34% | — | IT services | — | 4 | 0 | 2 |
| Atitlan Agro I, S.C.R., S.A. (b) (n) | Spain | 42.54% | 0.00% |  | 0.00% | 0.00% | Venture capital  company | — | 123 | 114 | (5) |
| Attijariwafa Bank Société Anonyme  (consolidado) (b) | Morocco | 0.00% | 5.10% |  | 5.10% | 5.10% | Banking | — | 67,801 | 4,942 | 887 |
| AutoFi Inc. (b) | United  States | 9.50% | 9.40% |  | 4.99% | 4.99% | E-commerce | — | 19 | 19 | (7) |
| Autopistas del Sol S.A. (b) | Argentine | 0.00% | 14.17% |  | 14.17% | 14.17% | Highway  concession | — | 232 | 191 | (54) |
| Avanath Affordable Housing IV LLC  (b) | United  States | 0.00% | 7.27% |  | 7.27% | 7.27% | Investment  company | — | 411 | 405 | (35) |
| Avanzare Innovación Tecnológica,  S.L. | Spain | 0.00% | 12.66% |  | 31.64% | 0.00% | Technology | — | 43 | 19 | 5 |
| Axle 2023-1 Ltd | United  Kingdom | 0.00% | (h) |  | 0.00% | — | Securitization | Joint  ventures | 689 | 2 | (5) |
| Banco RCI Brasil S.A. | Brazil | 0.00% | 35.85% |  | 39.89% | 39.89% | Banking | Joint  ventures | 2,231 | 141 | 54 |
| Banco S3 Caceis México, S.A.,  Institución de Banca Múltiple | Mexico | 0.00% | 50.00% |  | 50.00% | 50.00% | Banking | Joint  ventures | 245 | 112 | 15 |
| Bank of Beijing Consumer Finance  Company | China | 0.00% | 20.00% |  | 20.00% | 20.00% | Finance  company | Associated | 1,904 | 156 | 21 |
| Bank of Shanghai Co., Ltd.  (consolidado) (b) | China | 6.54% | 0.00% |  | 6.54% | 6.54% | Banking | — | 392,042 | 28,022 | 2,863 |
| Biomas – Serviços Ambientais,  Restauração e Carbono S.A. | Brazil | 0.00% | 14.98% |  | 16.67% | 16.67% | Consulting  services | Associated | 7 | 9 | (6) |
| Bizum, S.L. | Spain | 20.92% | 0.00% |  | 20.92% | 20.92% | Payment  services | Associated | 29 | 11 | 2 |
| Campo Grande Empreendimentos  Ltda. (k) (e) | Brazil | 0.00% | 22.75% |  | 25.32% | 25.32% | Inactive | — | 0 | 0 | 0 |
| CaptureNow Limited (q) | United  Kingdom | 0.00% | 22.22% |  | 22.22% | — | Software | — | 1 | 0 | 0 |
| CCPT - ComprarCasa, Rede Serviços  Imobiliários, S.A. | Portugal | 0.00% | 49.98% |  | 49.98% | 49.98% | Real estate  services | Joint  ventures | 0 | 0 | 0 |

256

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Societies of which Grupo Santander owns more than 5% (g) , entities associated with Grupo Santander and jointly controlled entities | | | | | | | | | | | |
|  |  | % of ownership  held by Banco  Santander | |  | Percentage of voting  power (f) | |  |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year  2025 | Year  2024 | Activity | Type of  company | Asset | Capital +  reserves | Net  results |
| Centro de Compensación  Automatizado S.A. | Chile | 0.00% | 22.38% |  | 33.33% | 33.33% | Payments and  collection  services | Associated | 21 | 12 | 6 |
| Centro para el Desarrollo,  Investigación y Aplicación de  Nuevas Tecnologías, S.A. (l) | Spain | 0.00% | 49.00% |  | 49.00% | 49.00% | Technology | Associated | 3 | 3 | 0 |
| Cicrosa Hidraúlica, S.L. | Spain | 0.00% | 13.20% |  | 33.00% | 0.00% | Industrial  supplies | — | 19 | 12 | 3 |
| CIP S.A. | Brazil | 0.00% | 15.74% |  | 17.52% | 17.52% | Financial  services | Associated | 335 | 188 | 99 |
| CNP Santander Insurance Europe  Designated Activity Company | Ireland | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Associated | 1,475 | 229 | 56 |
| CNP Santander Insurance Life  Designated Activity Company | Ireland | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Associated | 798 | 63 | 44 |
| CNP Santander Insurance Services  Ireland Limited | Ireland | 0.00% | 49.00% |  | 49.00% | 49.00% | Services | Associated | 16 | 0 | 0 |
| Companhia Promotora UCI | Brazil | 0.00% | 25.00% |  | 25.00% | 25.00% | Financial  services | Joint  ventures | 0 | 0 | 0 |
| Compañia Española de Financiación  de Desarrollo, Cofides, S.A., SME (b) | Spain | 20.18% | 0.00% |  | 20.18% | 20.17% | Finance  company | — | 244 | 213 | 25 |
| Compañía Española de Seguros de  Crédito a la Exportación, S.A.,  Compañía de Seguros y Reaseguros  (consolidado) (b) | Spain | 23.33% | 0.55% |  | 23.88% | 23.88% | Credit  insurance | — | 1,432 | 570 | 64 |
| Compañía Española de Viviendas en  Alquiler, S.A. (consolidado) | Spain | 24.07% | 0.00% |  | 24.07% | 24.07% | Real estate | Associated | 626 | 416 | 23 |
| Compañía para los Desarrollos  Inmobiliarios de la Ciudad de  Hispalis, S.L., en liquidación (d) (e) | Spain | 21.98% | 0.00% |  | 21.98% | 21.98% | Real estate  development | — | 38 | (325) | 0 |
| Connecting Visions Ecosystems, S.L. | Spain | 29.96% | 0.00% |  | 29.96% | 37.56% | Consulting  services | Joint  ventures | 2 | 1 | 0 |
| Construtora Tenda S/A (b) | Brazil | 4.92% | 4.05% |  | 9.43% | 0.00% | Real estate | — | 828 | 147 | 16 |
| Corkfoc Cortiças, S.A. (c) | Portugal | 0.00% | 27.54% |  | 27.58% | 27.58% | Cork industry | — | 3 | 20 | 0 |
| CSD Central de Serviços de Registro  e Depósito Aos Mercados  Financeiro e de Capitais S.A. | Brazil | 0.00% | 16.12% |  | 17.94% | 20.00% | Financial  services | Associated | 43 | 42 | 0 |
| Decus Real Estate, S.L. | Spain | 0.00% | 30.00% |  | 30.00% | 30.00% | Real estate | Joint  ventures | 88 | 76 | 0 |
| Delos Financial Technologies, Inc.  (b) | United  States | 0.00% | 22.84% |  | 22.84% | 0.00% | Finance  company | — | 2 | 3 | (1) |
| DoRes Securitisation S.r.l | Italy | — | (h) |  | — | — | Securitization | Joint  ventures | 0 | 0 | 0 |
| Ebora 220, S.L. | Spain | 0.00% | 44.00% |  | 50.00% | 0.00% | Renewable  energies | Joint  ventures | 2 | 2 | 0 |
| Ebora Evacuación, S.L. | Spain | 0.00% | 50.00% |  | 50.00% | 0.00% | Renewable  energies | Joint  ventures | 1 | 1 | 0 |
| Elaia Agro, S.L. (b) | Spain | 49.99% | 0.00% |  | 49.99% | 49.99% | Consulting  services | Associated | 5 | 4 | 0 |
| Ethias Lease N.V. | Belgium | 0.00% | 50.00% |  | 50.00% | 50.00% | Leasing | Associated | 76 | 9 | (7) |
| Euro Automatic Cash Entidad de  Pago, S.L. | Spain | 50.00% | 0.00% |  | 50.00% | 50.00% | Payment  services | Associated | 42 | 21 | 1 |
| European Hospitality Opportunities  S.à r.l. (b) | Luxembourg | 0.00% | 49.00% |  | 49.00% | 49.00% | Holding  company | Joint  ventures | 55 | 16 | 0 |
| Evacuación Liquesun, S.L. | Spain | 0.00% | 35.00% |  | 50.00% | 50.00% | Electricity  production | Joint  ventures | 1 | 1 | 0 |
| Evolve SPV S.r.l. | Italy | — | (h) |  | — | — | Securitization | Joint  ventures | 55 | 0 | 0 |
| Exam Papers Plus Ltd | United  Kingdom | 0.00% | 25.00% |  | 25.00% | 0.00% | Commerce | Associated | 6 | 3 | 2 |
| Federal Reserve Bank of Boston (b) | United  States | — | 21.38 |  | 21.38 | 21.09 | Banking | — | 186,079 | 1,496 | 83 |
| Fondo de Titulización de Activos  UCI 14 | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 163 | 0 | 0 |

257

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Societies of which Grupo Santander owns more than 5% (g) , entities associated with Grupo Santander and jointly controlled entities | | | | | | | | | | | |
|  |  | % of ownership  held by Banco  Santander | |  | Percentage of voting  power (f) | |  |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year  2025 | Year  2024 | Activity | Type of  company | Asset | Capital +  reserves | Net  results |
| Fondo de Titulización de Activos  UCI 15 | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 207 | 0 | 0 |
| Fondo de Titulización de Activos  UCI 16 | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 288 | 0 | 0 |
| Fondo de Titulización de Activos  UCI 17 | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 245 | 0 | 0 |
| Fondo de Titulización, RMBS Green  Prado XI | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 372 | 0 | 0 |
| Fondo de Titulización, RMBS Prado  IX | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 341 | 0 | 0 |
| Fondo de Titulización, RMBS Prado  VIII | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 291 | 0 | 0 |
| Fondo de Titulización, RMBS Prado  X | Spain | — | (h) |  | — | — | Securitization | Joint  ventures | 392 | 0 | 0 |
| Forest Power Aranda, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | 55.00% | Renewable  energies | Joint  ventures | 2 | 1 | 0 |
| Forest Power Cantabria, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | 0.00% | Electricity  production | Joint  ventures | 0 | 0 | 0 |
| Forest Power Delta, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | 0.00% | Gas production | Joint  ventures | 0 | 0 | 0 |
| Forest Power Epsilon, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | 0.00% | Chemical  products  production | Joint  ventures | 0 | 0 | 0 |
| Forest Power Gamma, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | 0.00% | Chemical  products  production | Joint  ventures | 0 | 0 | 0 |
| Forest Power Kappa, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | 0.00% | Gas production | Joint  ventures | 0 | 0 | 0 |
| Forest Power Lambda, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | 0.00% | Chemical  products  production | Joint  ventures | 0 | 0 | 0 |
| Forest Power Omicron, S.L.  Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | 0.00% | Chemical  products  production | Joint  ventures | 0 | 0 | 0 |
| Forest Power Zeta, S.L. Unipersonal | Spain | 0.00% | 55.00% |  | 55.00% | 0.00% | Chemical  products  production | Joint  ventures | 0 | 0 | 0 |
| Forest Power, S.L. | Spain | 0.00% | 55.00% |  | 55.00% | 55.00% | Renewable  energies | Joint  ventures | 1 | 1 | 0 |
| Forgepoint Capital International  Management Limited | United  Kingdom | 50.00% | 0.00% |  | 50.00% | 50.00% | Consulting  services | Joint  ventures | 1 | 1 | (1) |
| Fortune Auto Finance Co., Ltd | China | 0.00% | 50.00% |  | 50.00% | 50.00% | Finance  company | Joint  ventures | 2,100 | 443 | 20 |
| FrauDfense, S.L. | Spain | 33.33% | 0.00% |  | 33.33% | 33.33% | IT services | Joint  ventures | 3 | 5 | (2) |
| Fremman limited (consolidado) (b) | United  Kingdom | 32.99% | 0.00% |  | 4.99% | 4.99% | Consulting  services | Associated | 10 | 6 | 1 |
| Fundo de Investimento em Direitos  Creditórios Multisegmentos NPL  Ipanema X Responsabilidade  Limitada | Brazil | 0.00% | 44.93% |  | 50.00% | 0.00% | Investment  fund | Joint  ventures | 20 | 20 | 1 |
| Gestamp Real Estate Assets 1, S.L.  (k) | Spain | 0.00% | 43.89% |  | 43.89% | 0.00% | Real estate  management | — | — | — | — |
| Gestamp Real Estate Bizkaia, S.L.  (k) | Spain | 0.00% | 24.92% |  | 24.92% | 0.00% | Real estate  management | — | — | — | — |
| Gestamp Real Estate Investment 2,  S.L. (k) | Spain | — | 37.41% |  | 37.41% | — | Real estate  management | — | — | — | — |
| Gestamp Real Estate Management  3, S.L. (k) | Spain | 0.00% | 36.19% |  | 36.19% | 0.00% | Real estate  management | — | — | — | — |
| Gestora de Inteligência de Crédito  S.A. | Brazil | 0.00% | 13.98% |  | 16.00% | 16.00% | Collection  services | Associated | 190 | 52 | (4) |
| Gire S.A. | Argentine | 0.00% | 58.23% |  | 58.33% | 58.33% | Payments and  collection  services | Associated | 122 | 77 | (4) |

258

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Societies of which Grupo Santander owns more than 5% (g) , entities associated with Grupo Santander and jointly controlled entities | | | | | | | | | | | |
|  |  | % of ownership  held by Banco  Santander | |  | Percentage of voting  power (f) | |  |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year  2025 | Year  2024 | Activity | Type of  company | Asset | Capital +  reserves | Net  results |
| Glenrowan Solar Holdings Pty Ltd | Australia | 49.00% | 0.00% |  | 49.00% | 49.00% | Holding  company | Joint  ventures | 139 | 52 | (3) |
| Global Esmirna, S.L. (en liquidación)  (e) (l) | Spain | 0.00% | 15.00% |  | 37.51% | 0.00% | Services | — | 26 | (1) | (16) |
| HCUK Auto Funding 2017-2 Ltd | United  Kingdom | 0.00% | (h) |  | 0.00% | 0.00% | Securitization | Joint  ventures | 459 | (2) | 0 |
| HCUK Auto Funding 2022-1 Limited  (m) | United  Kingdom | — | (h) |  | — | — | Securitization | Joint  ventures | 917 | 2 | (4) |
| HCUK Auto Funding 2025-1 Ltd | United  Kingdom | 0.00% | (h) |  | 0.00% | 0.00% | Securitization | Joint  ventures | 232 | 0 | 0 |
| Healthy Neighborhoods Equity  Fund I LP (b) | United  States | 0.00% | 22.37% |  | 22.37% | 22.37% | Real estate | — | 8 | 8 | — |
| Hyundai Capital UK Limited | United  Kingdom | — | 50.01% |  | 50.01% | 50.01% | Finance  company | Joint  ventures | 5,643 | 442 | 75 |
| Hyundai Corretora de Seguros Ltda. | Brazil | — | 44.93% |  | 50.00% | 50.00% | Insurance  mediation | Joint  ventures | 2 | 1 | 0 |
| Imperial Holding S.C.A. (e) (i) | Luxembourg | — | 36.36% |  | 36.36% | 36.36% | Securities  investment | — | 0 | (113) | 0 |
| Imperial Management S.à r.l. (b) (e) | Luxembourg | — | 40.20% |  | 40.20% | 40.20% | Holding  company | — | 0 | 0 | 0 |
| Invensa Tradeco UK Limited | United  Kingdom | 25.00% | — |  | 25.00% | 4.99% | Holding  company | Associated | 9 | 13 | (6) |
| Inverlur Aguilas I, S.L. | Spain | — | 50.00% |  | 50.00% | 50.00% | Real estate | Joint  ventures | 0 | 0 | 0 |
| Inverlur Aguilas II, S.L. | Spain | — | 50.00% |  | 50.00% | 50.00% | Real estate | Joint  ventures | 1 | 1 | 0 |
| Inversiones ZS América Dos Ltda. | Chile | — | 49.00% |  | 49.00% | 49.00% | Real estate  and property  investment | Associated | 252 | 186 | 58 |
| Inversiones ZS América SpA | Chile | — | 49.00% |  | 49.00% | 49.00% | Real estate  and property  investment | Associated | 339 | 339 | 58 |
| Klar Holdings Limited (consolidado)  (b) | Cayman  Islands | — | 7.35% |  | 7.35% | — | Holding  company | — | 491 | 17 | (40) |
| LB Oprent, S.A. | Spain | 40.00% | 0.00% |  | 40.00% | 40.00% | Industrial  machinery  rental | Associated | 6 | 2 | 1 |
| Logitek Software Ltd (k) | United  Kingdom | 0.00% | 20.27% |  | 20.27% | 0.00% | Software | Joint  ventures | — | — | — |
| Mapfre Santander Portugal -  Companhia de Seguros, S.A. | Portugal | 0.00% | 49.99% |  | 49.99% | 49.99% | Insurance | Associated | 22 | 8 | 1 |
| Massachusetts Business  Development Corp. (consolidado)  (b) | United  States | 0.00% | 21.61% |  | 21.61% | 21.61% | Finance  company | — | 49 | 15 | 1 |
| MB Capital Fund IV, LLC (b) | United  States | 0.00% | 21.51% |  | 21.51% | 21.51% | Finance  company | — | 5 | 5 | 1 |
| Merlin Properties, SOCIMI, S.A.  (consolidado) (b) | Spain | 20.08% | 4.63% |  | 24.68% | 24.90% | Real estate  investment | Associated | 13,459 | 7,318 | 284 |
| Merlion Aviation One Designated  Activity Company | Ireland | — | (p) |  | — | — | Renting | — | 215 | 17 | 0 |
| Metrovacesa, S.A. (consolidado) (b) | Spain | 31.94% | 17.46% |  | 49.43% | 49.47% | Real estate  development | Associated | 2,414 | 1,581 | 16 |
| Nera Agro Holding, S.L. (b) | Spain | 50.00 | 0.00% |  | 50.00 | — | Holding  company | Joint  ventures | 2 | 4 | (3) |
| Nera Paraguay S.A. | Paraguay | — | 50.00% |  | 50.00 | — | Financial  services | — | 0 | 0 | 0 |
| Nera Uruguay S.A. | Uruguay | 0.00% | 50.00% |  | 50.00% | — | Financial  services | — | 0 | 0 | 0 |
| Ocyener 2008, S.L. | Spain | 0.00% | 45.00% |  | 45.00% | 45.00% | Holding  company | Associated | 18 | 18 | 0 |
| Operadora de Activos Beta, S.A. de  C.V. | Mexico | 49.99% | 0.00% |  | 49.99% | 49.99% | Finance  company | Associated | 0 | 0 | 0 |
| Payever GmbH | Germany | 0.00% | 10.00% |  | 10.00% | 10.00% | Software | Associated | 5 | 4 | 0 |

259

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Societies of which Grupo Santander owns more than 5% (g) , entities associated with Grupo Santander and jointly controlled entities | | | | | | | | | | | |
|  |  | % of ownership  held by Banco  Santander | |  | Percentage of voting  power (f) | |  |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year  2025 | Year  2024 | Activity | Type of  company | Asset | Capital +  reserves | Net  results |
| Phoenix C1 Aviation Designated  Activity Company (e) | Ireland | — | (p) |  | — | — | Renting | — | 0 | (17) | 17 |
| Play Digital S.A. | Argentine | 0.00% | 13.49% |  | 13.52% | 14.21% | Payment  platform | Associated | 31 | 6 | 1 |
| Pluxee Beneficios Brasil S.A. | Brazil | 0.00% | 17.97% |  | 20.00% | 20.00% | Services | Associated | 1,304 | 400 | 97 |
| POLFUND - Fundusz Poręczeń  Kredytowych S.A. | Poland | 0.00% | 29.35% |  | 50.00% | 50.00% | Management | Associated | 34 | 24 | 1 |
| Portland SPV S.r.l. | Italy | — | (h) |  | — | — | Securitization | Joint  ventures | 106 | 0 | 0 |
| Prodesa Medioambiente, S.L. | Spain | 0.00% | 9.80% |  | 24.50% | 0.00% | Agricultural  projects | — | 39 | 5 | 0 |
| Promontoria Manzana, S.A.  (consolidado) (b) | Spain | 20.00% | 0.00% |  | 20.00% | 20.00% | Holding  company | Associated | 558 | 117 | (38) |
| Proteos Biotech, S.L. | Spain | 0.00% | 12.00% |  | 30.00% | 0.00% | Pharmaceutica  l | — | 17 | 7 | 2 |
| Redbanc S.A. | Chile | 0.00% | 22.44% |  | 33.43% | 33.43% | Services | Associated | 28 | 13 | 3 |
| Redsys Servicios de Procesamiento,  S.L. (consolidado) | Spain | 24.90% | 0.06% |  | 24.96% | 24.96% | Cards | Associated | 134 | 63 | 10 |
| Resurgence, S.L. | Spain | 0.00% | 40.00% |  | 40.00% | 0.00% | Real estate  development | Joint  ventures | 8 | — | — |
| Retama Real Estate, S.A.  Unipersonal | Spain | — | 50.00% |  | 50.00% | 50.00% | Real estate | Joint  ventures | 14 | (55) | (2) |
| Rías Redbanc S.A. | Uruguay | 0.00% | 25.00% |  | 25.00% | 25.00% | Services | — | 5 | 1 | 0 |
| RMBS Belém No.2 | Portugal | — | (h) |  | — | — | Securitization | Joint  ventures | 170 | 0 | 0 |
| Roc Aviation One Designated  Activity Company | Ireland | 0.00% | (p) |  | 0.00% | 0.00% | Renting | — | 213 | (10) | (15) |
| Roc Shipping One Designated  Activity Company | Ireland | 0.00% | (p) |  | 0.00% | 0.00% | Renting | — | 82 | 3 | (1) |
| RP Royal Distribution, S.L. | Spain | — | 23.73% |  | 23.73% | — | Food | Associated | 27 | 12 | 6 |
| S3 Caceis Brasil Distribuidora de  Títulos e Valores Mobiliários S.A. | Brazil | 0.00% | 50.00% |  | 50.00% | 50.00% | Securities  company | Joint  ventures | 283 | 101 | 41 |
| S3 Caceis Brasil Participações S.A. | Brazil | 0.00% | 50.00% |  | 50.00% | 50.00% | Holding  company | Joint  ventures | 233 | 106 | 40 |
| S3 CACEIS Colombia S.A. Sociedad  Fiduciaria | Colombia | 0.00% | 50.00% |  | 50.00% | 50.00% | Finance  company | Joint  ventures | 13 | 10 | 1 |
| Sancus Green Investments II, S.C.R.,  S.A. (b) | Spain | — | 33.02% |  | 33.02 | 33.02 | Venture capital  company | — | 48 | 48 | 0 |
| Santander Allianz Towarzystwo  Ubezpieczeń na Życie S.A. | Poland | 0.00% | 28.76% |  | 49.00% | 49.00% | Insurance | Associated | 240 | 32 | 45 |
| Santander Allianz Towarzystwo  Ubezpieczeń S.A. | Poland | 0.00% | 28.76% |  | 49.00% | 49.00% | Insurance | Associated | 86 | 38 | 10 |
| Santander Assurance Solutions, S.A. | Spain | 0.00% | 66.67% |  | 66.67% | 66.67% | Insurance  mediation | Joint  ventures | 18 | 8 | 1 |
| Santander Auto S.A. | Brazil | 0.00% | 44.93% |  | 50.00% | 50.00% | Insurance | Associated | 107 | 6 | 11 |
| Santander Caceis Latam Holding 1,  S.L. | Spain | 0.00% | 50.00% |  | 50.00% | 50.00% | Holding  company | Joint  ventures | 850 | 753 | 96 |
| Santander Caceis Latam Holding 2,  S.L. | Spain | 0.00% | 50.00% |  | 50.00% | 50.00% | Holding  company | Joint  ventures | 3 | 3 | 0 |
| Santander Generales Seguros y  Reaseguros, S.A. | Spain | — | 49.00% |  | 49.00% | 49.00% | Insurance | Joint  ventures | 839 | 143 | 65 |
| Santander Mapfre Hipoteca  Inversa, E.F.C., S.A. | Spain | — | 50.00% |  | 50.00% | 50.00% | Finance  company | Joint  ventures | 31 | 13 | (4) |
| Santander Mapfre Seguros y  Reaseguros, S.A. | Spain | — | 49.99% |  | 49.99% | 49.99% | Insurance | Associated | 240 | 89 | 4 |
| Santander Vida Seguros y  Reaseguros, S.A. | Spain | — | 49.00% |  | 49.00% | 49.00% | Insurance | Joint  ventures | 1,010 | 291 | 78 |
| Seaya Holdco, S.L. (consolidado) | Spain | 24.99% | 0.00% |  | 24.99% | 24.99% | Holding  company | Associated | 30 | 25 | 2 |
| Servicios de Infraestructura de  Mercado OTC S.A | Chile | 0.00% | 8.38% |  | 12.48% | 12.48% | Services | Associated | 34 | 16 | 0 |

260

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Societies of which Grupo Santander owns more than 5% (g) , entities associated with Grupo Santander and jointly controlled entities | | | | | | | | | | | |
|  |  | % of ownership  held by Banco  Santander | |  | Percentage of voting  power (f) | |  |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year  2025 | Year  2024 | Activity | Type of  company | Asset | Capital +  reserves | Net  results |
| SIBS-SGPS, S.A. (consolidado) (b) | Portugal | 0.00% | 15.54% |  | 16.55% | 15.56% | Management  of portfolios | — | 596 | 278 | 57 |
| SIG RCRS A/B MF 2023 Venture LLC | United  States | 0.00% | 20.00% |  | 20.00% | 20.00% | Finance  company | — | 4,520 | 3,842 | 668 |
| Siguler Guff SBIC Fund LP (b) | United  States | 0.00% | 20.00% |  | 20.00% | 20.00 | Investment  company | — | 48 | 47 | 4 |
| Sistema de Tarjetas y Medios de  Pago, S.A. (b) | Spain | 20.61% | 0.00% |  | 20.61% | 20.61% | Payment  methods | Associated | 468 | 6 | 0 |
| Sociedad Conjunta para la Emisión  y Gestión de Medios de Pago,  E.F.C., S.A. | Spain | 45.70% | 0.00% |  | 45.70% | 45.70% | Payment  services | Joint  ventures | 73 | 37 | (1) |
| Sociedad de Garantía Recíproca de  Santander, S.G.R. (b) | Spain | 24.91% | 0.22% |  | 25.13% | 25.17% | Financial  services | — | 18 | 10 | 0 |
| Sociedad de Gestión de Activos  Procedentes de la Reestructuración  Bancaria, S.A. (b) | Spain | 22.21% | 0.00% |  | 22.21% | 22.21% | Financial  services | — | 12,637 | (4,744) | (2,826) |
| Sociedad Interbancaria de  Depósitos de Valores S.A. | Chile | 0.00% | 19.66% |  | 29.29% | 29.29% | Securities  deposits | Associated | 11 | 9 | 2 |
| Sociedad Operadora de la Cámara  de Compensación de Pagos de Alto  Valor S.A. | Chile | 0.00% | 9.21% |  | 13.72% | 0.00% | Services | Associated | 11 | 8 | 1 |
| Solar Maritime Designated Activity  Company (b) | Ireland | — | (h) |  | — | — | Leasing | Joint  ventures | 119 | 7 | (1) |
| STELLANTIS Insurance Europe  Limited | Malta | 0.00% | 50.00% |  | 50.00% | 50.00% | Insurance | Joint  ventures | 230 | 61 | 35 |
| STELLANTIS Life Insurance Europe  Limited | Malta | 0.00% | 50.00% |  | 50.00% | 50.00% | Insurance | Joint  ventures | 93 | 1 | 14 |
| Stephens Ranch Wind Energy  Holdco LLC (consolidado) (b) | United  States | 0.00% | 15.10% |  | 15.10% | 15.80 | Renewable  energies | — | 176 | 149 | (7) |
| Tecnologia Bancária S.A. | Brazil | 0.00% | 17.05% |  | 19.81% | 18.98% | ATMs | Associated | 484 | 149 | 4 |
| Tonopah Solar Energy Holdings I,  LLC (k) | United  States | 0.00% | 26.80% |  | 26.80% | 26.80% | Holding  company | Joint  ventures | — | — | — |
| Transbank S.A. | Chile | 0.00% | 16.78% |  | 25.00% | 25.00% | Cards | Associated | 1,545 | 139 | 19 |
| U.C.I., S.A. | Spain | 50.00% | 0.00% |  | 50.00% | 50.00% | Holding  company | Joint  ventures | 750 | 399 | (3) |
| UCI Greece Credit and Loan  Receivables Servicing Company  Single Member Societe Anonyme | Greece | 0.00% | 50.00% |  | 50.00% | 50.00% | Financial  services | Joint  ventures | 2 | 1 | 0 |
| UCI Holding Brasil Ltda. | Brazil | 0.00% | 50.00% |  | 50.00% | 50.00% | Holding  company | Joint  ventures | 0 | (1) | 0 |
| UCI Mediação de Seguros,  Unipessoal Lda. | Portugal | 0.00% | 50.00% |  | 50.00% | 50.00% | Insurance  mediation | Joint  ventures | 0 | 0 | 0 |
| UCI Servicios para Profesionales  Inmobiliarios, S.A. Unipersonal | Spain | 0.00% | 50.00% |  | 50.00% | 50.00% | Real estate  services | Joint  ventures | 1 | 0 | 0 |
| Uncapped Limited (o) | United  Kingdom | 0.00% | 29.14% |  | 29.14% | — | Finance  company | — | 98 | 21 | (1) |
| Unicre-Instituição Financeira de  Crédito, S.A. | Portugal | 0.00% | 21.83% |  | 21.86% | 21.86% | Finance  company | — | 531 | 129 | 20 |
| Unión de Créditos Inmobiliarios,  S.A. Unipersonal, EFC | Spain | 0.00% | 50.00% |  | 50.00% | 50.00% | Mortgage  lending  company | Joint  ventures | 9,255 | 756 | (72) |
| Valorhold, S.L. | Spain | 0.00% | 16.00% |  | 39.99% | 0.00% | Holding  company | — | 191 | 133 | 7 |
| VCFS Germany GmbH | Germany | 0.00% | 50.00% |  | 50.00% | 50.00% | Marketing | Joint  ventures | 1 | 1 | 0 |
| Venda de Veículos Fundo de  Investimento em Direitos  Creditórios | Brazil | 0.00% | 35.85% |  | 39.89% | 39.89% | Securitization | Joint  ventures | 584 | 528 | 55 |
| Volvo Car Financial Services UK  Limited | United  Kingdom | 0.00% | 50.01% |  | 50.01% | 50.01% | Leasing | Joint  ventures | 3,465 | 187 | 47 |
| Waycarbon Soluções Ambientais e  Projetos de Carbono S.A. | Brazil | 68.75% | 0.00% |  | 50.00% | 100.00% | Consulting  services | Associated | 10 | 5 | 1 |
| Webmotors S.A. | Brazil | 0.00% | 26.96% |  | 30.00% | 30.00% | Services | Associated | 131 | 67 | 36 |

261

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Societies of which Grupo Santander owns more than 5% (g) , entities associated with Grupo Santander and jointly controlled entities | | | | | | | | | | | |
|  |  | % of ownership  held by Banco  Santander | |  | Percentage of voting  power (f) | |  |  | EUR million (a) | | |
| Company | Location | Direct | Indirect |  | Year  2025 | Year  2024 | Activity | Type of  company | Asset | Capital +  reserves | Net  results |
| WWSO II LLP | United  Kingdom | 0.00% | 94.00% |  | 94.00% | 0.00% | Real estate  investment | Joint  ventures | 84 | 28 | 0 |
| Zurich Santander Brasil Seguros e  Previdência S.A. | Brazil | 0.00% | 48.79% |  | 48.79% | 48.79 | Insurance | Associated | 19,589 | 262 | 215 |
| Zurich Santander Holding (Spain),  S.L. Unipersonal | Spain | 0.00% | 49.00% |  | 49.00% | 49.00% | Holding  company | Associated | 1,025 | 936 | 311 |
| Zurich Santander Holding Dos  (Spain), S.L. Unipersonal | Spain | 0.00% | 49.00% |  | 49.00% | 49.00% | Holding  company | Associated | 384 | 382 | 178 |
| Zurich Santander Insurance  América, S.L. | Spain | 0.00% | 49.00% |  | 49.00% | 49.00% | Holding  company | Associated | 1,504 | 1,450 | 426 |
| Zurich Santander Seguros  Argentina S.A. (j) | Argentine | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Associated | 90 | 45 | 12 |
| Zurich Santander Seguros de Vida  Chile S.A. | Chile | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Associated | 235 | 40 | 36 |
| Zurich Santander Seguros  Generales Chile S.A. | Chile | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Associated | 235 | 53 | 20 |
| Zurich Santander Seguros México,  S.A. | Mexico | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Associated | 2,421 | 50 | 189 |
| Zurich Santander Seguros Uruguay  S.A. | Uruguay | 0.00% | 49.00% |  | 49.00% | 49.00% | Insurance | Associated | 56 | 20 | 14 |

a. Amount according to the provisional books at the date of publication of these annexes of each company, generally referring to 31 December 2025, except

where otherwise indicated due to the fact that the annual accounts are pending formulation. The data for foreign companies are converted into euros at

the exchange rate at the end of the year.

b. Data as at 31 December 2024, latest available accounts.

c. Data as at 31 December 2019, latest available accounts.

d. Data as at 30 November 2021, latest available accounts.

e. Company in liquidation as at 31 December 2025.

f. Pursuant to Article 3 of Royal Decree 1159/ 2010, of 17 September, approving the rules for the preparation of consolidated annual accounts, in order to

determine the voting rights, voting rights held directly by the parent company have been added to those held by companies controlled by the parent

company or by other persons acting in their own name but on behalf of a group company. For these purposes, the number of votes corresponding to the

parent company, in relation to the companies indirectly dependent on it, is that corresponding to the dependent company that directly participates in the

share capital of the latter.

g. Excluding the Group companies listed in Appendix I, as well as those which are of negligible interest with respect to the true and fair view that the

consolidated financial statements must give (in accordance with articles 48 of the Commercial Code and 260 of the Spanish Companies Act).

h. Companies over which joint control is maintained.

i. Data as at 31 October 2024, latest available accounts.

j. Data as at 30 June 2025, latest available accounts.

k. Company with no financial information available.

l. Data as 31 December 2023, latest available account.

m. Data as at 30 September 2025, latest available accounts.

n. Investment managed discretionally by a manager outside the Santander Group, the voting rights not being, in this case, decisive in determining control of

the entity.

o. Data as 30 April 2025, latest available accounts.

p. Company over which effective control has been lost.

q. Data as 31 January 2025, latest available accounts.

262

#### Appendix III

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Issuing subsidiaries of shares and preference shares | | | | |  | | | |
|  |  | % of ownership held by  Banco Santander | |  | EUR million (a) | | | |
| Company | Location | Direct | Indirect | Activity | Capital | Reserves | Cost of  preferred | Net results |
| Emisora Santander España, S.A.  Unipersonal (c) | Spain | — | — | Finance  company | — | — | — | — |
| Santander UK (Structured Solutions)  Limited | United  Kingdom | 0.00% | 100.00% | Finance  company | 0 | 0 | 0 | 0 |
| Santander Global Issuances B.V. (b) | Netherlands | 100.00% | 0.00% | Finance  company | 0 | 0 | 0 | 0 |
| Sovereign Real Estate Investment  Trust | United States | 0.00% | 100.00% | Finance  company | 4,751 | (3,383) | 82 | 9 |

a. Amount according to the books of each interim company as at 31 December 2025, converted into euro (in the case of foreign companies) at the year-

end exchange rate.

b. Company with tax residence in Spain.

c. Accounting merged company. Pending registration.

263

#### Appendix IV

Notifications of acquisitions and disposals of

investments in 2025

(Article 155 of the Capital Companies Law and

Article 105 of the Securities Market Law)

Regarding compliance with Article 125 of the

Securities Market Law, no notifications required under

said article were made during financial year 2025.

Regarding the information required under Article 155

of the Capital Companies Law, concerning holdings in

which Santander Group owns more than 10% of the

share capital of another company, and any subsequent

acquisitions exceeding 5% of the share capital, see

Annexes I, II and III.

264

#### Appendix V

List of Transactions subject to the Special Regime

for Mergers, Divisions, Assets Contributions,

Exchange of Securities and corporate domicile

change of a European Company or a European

Cooperative Society from one Member State to

another Member State of the European Union in

which the company has acted as an Acquiring

Entity or Partner

In compliance with the disclosure obligations set out

in Article 86 of Law 27/2014, of 27 November, on

Corporate Income Tax (the “CIT Law”), the following

information is provided in relation to transactions

subject to the special tax regime for mergers, spin-

offs, contributions of assets, exchanges of shares and

transfers of registered office of a European Company

or a European Cooperative Society from one Member

State to another within the European Union, as

provided for in Chapter VII of Title VII of the CIT Law, in

which BANCO SANTANDER, S.A. participated during

the 2025 financial year:

I. Pursuant to the provisions of Article 86(1) of

the CIT Law, it is hereby reported that BANCO

SANTANDER, S.A. participated as the

acquiring company in the following

transaction, which was registered with the

Mercantile Registry on 28 January 2026:

– Merger by absorption of EMISORA

SANTANDER ESPAÑA, S.A.U., URO PROPERTY

HOLDINGS, S.A., BLECNO INVESTMENTS,

S.L.U. and ELEVATE TECH PLATFORMS, S.L.U.

(the absorbed companies) by BANCO

SANTANDER, S.A. (the absorbing company),

which held all of the share capital of the

absorbed entities. This transaction

constitutes a merger within the meaning of

Article 76.1(c) of the CIT Law. The

information required under Article 86(1) of

the CIT Law is included in these financial

statements.

II. Pursuant to the provisions of Article 86(2) of

the CIT Law, it is hereby reported that BANCO

SANTANDER, S.A. participated as a

shareholder in the following transactions:

– Reverse merger whereby WAYCARBON

SOLUÇÕES AMBIENTAIS E PROJETOS DE

CARBONO S.A. (a Brazilian company)

absorbed its parent company, MUNDUSPAR

PARTICIPAÇÕES S.A. (a Brazilian company).

This transaction constitutes a merger within

the meaning of Article 76.1(a) of the CIT Law.

BANCO SANTANDER, S.A. held 80% of the

share capital and voting rights of

MUNDUSPAR PARTICIPAÇÕES S.A. Following

the transaction, it holds 68.749% of the

share capital and 49.9% of the voting rights

of WAYCARBON SOLUÇÕES AMBIENTAIS E

PROJETOS DE CARBONO S.A. The carrying

amount of the shares delivered in

MUNDUSPAR PARTICIPAÇÕES S.A. was EUR

36,344,382, while their tax value amounted

to EUR 73,814,747. The amount at which

BANCO SANTANDER, S.A. has recognised the

new investment in WAYCARBON SOLUÇÕES

AMBIENTAIS E PROJETOS DE CARBONO S.A.

is EUR 36,344,382.

– Exchange of shares, regulated in Articles

76.5 and 80 of the CIT Law, whereby SAM

INVESTMENT HOLDINGS, S.L. acquired a

100% interest in the share capital and voting

rights of the Spanish entity SANTANDER

PRIVATE BANKING GESTIÓN, S.A., S.G.I.I.C.

(single shareholder company). This

transaction is executed as a contribution

from shareholders, recognised in account

118 “Contribution from

shareholders” (included under heading 11

“Reserves and other equity instruments”in

the chart of accounts of the Spanish General

Chart of Accounts, approved by Royal Decree

1514/2007, of 16 November). It consisted of

a non-cash contribution made by BANCO

SANTANDER, S.A. of the shares in

SANTANDER PRIVATE BANKING GESTIÓN,

S.A., S.G.I.I.C. (single shareholder company),

which was subject to obtaining the non-

objection of the CNMV. The carrying amount

at which BANCO SANTANDER, S.A. had

recognised the shares delivered in

SANTANDER PRIVATE BANKING GESTIÓN,

S.A., S.G.I.I.C. was EUR 35,460,052, while

their tax value amounted to EUR 25,950,993.

The amount at which BANCO SANTANDER,

S.A. has recognised the shares received in

SAM INVESTMENT HOLDINGS, S.L. is EUR

79,318,507.

265

– Non-cash contribution of real estate assets

owned by BLECNO INVESTMENTS, S.L.U. and

BANCO SANTANDER, S.A. to

RETAILCOMPANY 2021, S.L.U. This

transaction constitutes a non-cash

contribution within the meaning of Article 87

of the CIT Law and did not qualify for the

special tax regime provided for in Article 77.1

thereof. The net value of the real estate

assets contributed by both companies

amounted to EUR 10,532,070. The amount at

which BANCO SANTANDER, S.A. has

recognised the shares received in

RETAILCOMPANY 2021, S.L.U. is EUR

10,532,070 (see Note 1.i).

III. In compliance with the provisions of Article

86(3) of the CIT Law, it is hereby stated that

the disclosures required under paragraphs 1

and 2 of Article 86, relating to transactions

subject to the special tax regime for mergers,

spin-offs, contributions of assets, exchanges

of shares and transfers of registered office of

a European Company or a European

Cooperative Society from one Member State

to another within the European Union, as

provided for in Chapter VII of Title VII of the

CIT Law, in which BANCO SANTANDER, S.A.

participated as acquiring company or

shareholder in prior financial years, are

included in the first annual financial

statements approved by the acquiring

entities following each of the

aforementioned transactions.

266

#### Appendix VI

Information regarding to the merger by

absorption between Banco Santander, S.A.

(absorbing company) and Uro Property Holdings,

S.A., Blecno Investments, S.L.U. (absorbed

companies), according to Article 86.1 of Law

27/2014 of the Corporate Tax Act.

a) Fiscal year in which the transferor entity acquired

the transferred assets that are subject to

depreciation.

There are no depreciable assets in Emisora Santander

España, S.A.U. and Elevate Tech Platforms, S.L.U. The

assets subject to depreciation in Uro Property

Holdings, S.A. and Blecno Investments, S.L.U. are

those recorded under the “investment property” line

item in their merger balance sheets (see Note 1.i),

acquired in 2007 and 2015, respectively.

b)  Latest balance sheet closed by the transferor

entities.

The latest balance sheets of the transferor entities can

be found in Note 1.i.

c) List of acquired assets that have been incorporated

in the accounting books at a value different from

that at which they were recorded in the transferor

entity prior to the transaction, stating both values, as

well as the valuation adjustments made in the

accounting books of the two entities.

Below is the detail of those asset line items of the

transferor entity´s balance sheet that have been

recognized at a different carrying amount in the

acquiring entity:

Amounts in million of euros:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Financial  Statement Line | Book value  Elevate  Tech  Platforms,  S.L.U. | Merged  adjustment  value | Book value  Banco  Santander |
| Investments in  subsidiaries, joint  ventures and  associates | 1 | 0,1 | 0,9 |

Amounts in million of euros:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Financial  Statement Line | Book value  Blecno  Investments,  S.L.U. | Merged  adjustment  value | Book value  Banco  Santander |
| Real state  investments | 224 | (40) | 184 |

d) List of tax benefits enjoyed by the transferring

entity, for which the acquiring entity must assume

compliance with certain requirements.

There are no tax benefits in the transferring entity for

which Banco Santander, S.A. must assume compliance

with certain requirements.

267

#### Appendix VII

#### Agent network - Collaborating agents, Agents empowered at 31 of December 2023.

|  |
| --- |
|  |
| FRANCISCO JOSE GARCIA MORA |
| CASTOR INVERYSER SL |
| SOLEDAD LAMBERTO GARCIA |
| SERVICIOS BANCARIOS OLULA DEL  RIO SL |
| SERVICIOS BANCARIOS BERJA SL |
| ANTONIO CEREZUELA RUIZ |
| SERVICIOS BANCARIOS CANTORIA  S.L. |
| GRUPO ALMARES 2015 SL |
| SERGIO MUÑOZ RAMIREZ |
| MARIA DEL MAR CARRETERO  FERNANDEZ |
| MARIA DE LOS ANGELES ESCUDERO  ORTEGA |
| FRANCISCA MARQUEZ CONTRERAS |
| JOSE ANTONIO ESCUDERO ORTEGA |
| ROSA MARIA RIVERO ACEDO |
| JUAN JERONIMO TIMERMANS  NUÑEZ |
| JUAN RAMON BENITEZ GOMEZ |
| MANUEL BARRIGA DORADO |
| SEFIAL 2021 SL |
| ZAMBRAMONG SOCIEDAD  LIMITADA |
| DOMINA SIDON SL |

|  |
| --- |
|  |
| MULTIALGAIDA SERVICIOS  FINANCIEROS SL. |
| MARIA LUISA PEREZ GUILLEN |
| CRISTINA NADALES PEREZ |
| MDBEATO SL |
| SEBASTIAN PAVON CAMPOY |
| CARRASBER SL |
| JUAN DAVID PEREZ VALENZUELA |
| JUAN MANUEL PEREZ PRADO |
| BERCAMLU S.L. |
| JULUM FINANZAS SLU |
| J&M INVERSION Y FINANCIACION  EMPRESARIAL S.L.U. |
| JUCAR ASESORES S.L. |
| ASESORAMIENTO Y COACHING  FINANCIERO S.L. |
| IPEVA INVERSIONES FINANCIERAS  SLU |
| EFEROR ASOCIADOS SLU |
| GUERRERO FINANCIAL STRATEGIES  S.L. |
| SIMO CONSULTORIA SL |
| ASESORAMIENTO FINANCIERO  ALGASA SLU |
| RAFAEL JESUS VILLARREAL ARIZA |
| EGAMAR ASESORES SLU |

|  |
| --- |
|  |
| ASESORAMIENTO FINANCIERO Y  ANALISIS DE MERCADOS SLU |
| MARTA CASTRO HIDALGO |
| GESTIONES MORENO E HIJOS S.L. |
| NATALIA FERNANDEZ SANCHEZ |
| SERVICIOS FINANCIEROS PEDRO  ABAD SOCIEDAD LIMITADA |
| JOSE MARIN PEREZ |
| MANUEL SALGADO KAITTANI |
| ASESORAMIENTO FINANCIERO  BERNARDO RODRIGUEZ ASBER  FINANCE SL. |
| NEOBAN SL |
| MARIA DE ARANZAZU DOMEZAIN  GRANADOS |
| ARESBAN SERVICIOS MERCANTILES  S.L |
| EMILIO SANCHEZ ALCARAZ |
| ALVARO FABREGAS SANTAMARIA |
| AMS GESTION GLOBAL SL |
| FANDILA GARCIA ZAMORA |
| PEDRO ANGEL LUPIAÑEZ  RODRIGUEZ |
| ANTONIO MARIN VALIENTE |
| JUAN CARLOS GOMEZ GARCIA |
| HOPE FINANCE SL |
| MARIA ISABEL RAMIREZ  RODRIGUEZ |

268

|  |
| --- |
|  |
| AM SERVICIOS FINANCIEROS SL |
| ONUBA FINANCIEROS SL |
| JOSE MANUEL GUEVARA GONZALEZ |
| SERVICIOS FINANCIEROS DEL  CONDADO S.L.U. |
| ASESORIA GESTION GLOBAL S.L. |
| ANA MARIA DIAZ SANTANA |
| NURIA MONTERO GONZALEZ |
| MELODI MARIA DOMINGUEZ  ZAHINO |
| JUAN PEDRO BENITEZ GARCIA |
| ASESORAMIENTO FINANCIERO  SANZ RAMIREZ SL |
| FRANCISCO JAVIER MARTINEZ  FERNANDEZ |
| MARIA PAZ IBARRA RECHE |
| NURIA FERNANDEZ REYES |
| ERNESTO MARTINEZ FERNANDEZ |
| BERNABE JOSE VALLECILLO MUÑOZ |
| JOSEFA SIMON YEBENES |
| MARIA ISABEL GARCIA GONZALEZ |
| PEDRO MIGUEL DEUTOR GARRIDO |
| BEATRIZ GOMARIZ LOPEZ |
| MARIA JOSE CHARNECO HERRERO |
| FRANCISCO CASTILLO CONTRERAS |
| GESTIONES FINANCIERAS PLAZA  S.L. |
| MARIA ANTONIA POZA GARCIA |

|  |
| --- |
|  |
| MARIA ASUNCION PALOMARES  RUIZ |
| ANTONIO GUILLEN RAMIREZ |
| MANUEL GUERRERO VERDEJA |
| MIGUEL ANGEL CASASOLA  CASASOLA |
| PEDRO DAVID DELGADO YANES |
| VC SERVICIOS FINANCIEROS SL |
| JUAN JOSE ESTRADA BERNAL |
| ANTONIO ESCUDERO VILLAREJO |
| CARMEN PINTO DIAZ |
| MARIA BELEN GONZALEZ RAMIREZ |
| MARIA CONCEPCION TELLEZ RUIZ |
| FATIMA PINO ARIZA |
| ANGEL EDUARDO RODRIGUEZ REY |
| JESUS MARTINEZ CAÑAVATE  GOMEZ MILLAN |
| SALVADOR CEA PEREZ |
| LUIS MANUEL MAYO RUBIO |
| NUÑEZ MONTES FINANCIEROS S.L |
| ALBERTO SANTIAGO LLORENTE  MARTINEZ |
| ISAMAR ORDOÑEZ MUÑOZ |
| BRIGIDA MARIA ROMERO SALADO |
| AZNALSAN SL |
| MAYKA GONZALEZ HEREDIA |
| LIDIA MONTILLA GONZALEZ |

|  |
| --- |
|  |
| LUIS RISQUETE REQUENA |
| FERNANDO GONZALEZ SANCHEZ |
| SANPIBO SL |
| AGEMARTI SLU |
| IÑARETA Y MUÑOZ SL |
| ALVARO DIAZ DESCANE |
| SANPUEBLA SL |
| FERPUN GESTION SLU |
| LOURDES ROMERO LOPEZ |
| MARLOP 1822 SL |
| REQUERTILLO S.L. |
| JUAN LEON NAVARRETE |
| SERVICIOS INTEGRALES DOÑANA  S.L. |
| MORIANA AGC S.L.U |
| RICARDO PIÑERO GARCIA |
| MARIA JESUS MARTIN RODRIGUEZ |
| JOSE CABRERA COSANO |
| FERNANDO POLO MATEOS |
| JORGE BARRERA PEREZ |
| JUAN MANUEL MAYORGA BELLOSO |
| ALVARO DELGADO DE MENDOZA  CORTES |
| FINANCIACIONES LAS CABEZAS SL |
| CARLOS GAVIN LORIENTE |

269

|  |
| --- |
|  |
| JOAN FELIU PUIGVERT |
| ROSA ANA FATAS LAPLANA |
| LANDA MENDOZA GESTION  FINANCIERA S.L. |
| ELSA TORRES MOLINA |
| VERONICA PUEY MUÑOZ |
| ALVARO MOLINER ABADIA |
| FEDERICO SOROLLA LLAQUET |
| ANA ISABEL MONTULL CACHO |
| SONIA BRAZO BOSQUE |
| BELEN PALACIO TORRES |
| OLIVER LABARTA S.L. |
| ANA MARIA RUBIO PALACIOS |
| ROSA MARIA POBLADOR ASENSIO |
| RAUL RIVAS VAL |
| JOSE ANTONIO GARCIA  CHINCHETRU |
| MARIA EUGENIA BOZAL HUGUET |
| NAVARRETE GESTION 2018 SL |
| MARIA DEL CARMEN NIEVES  MARTINEZ |
| MARIA DEL PILAR RAMIREZ DIEZ |
| MARIA EUGENIA GONZALEZ  SANCHEZ |
| JOSE JAVIER MAZUELA CREGO |
| VICTOR JIMENEZ VERANO |
| JAVIER GURIDI EZQUERRO |

|  |
| --- |
|  |
| JOSE JAVIER SALAVERRI MARTINEZ |
| SARA  MORALES  ECHEVERRIA |
| MARIA DOLORES FOLLA-CISNEROS  GARCIA |
| JOSE GABRIEL BALLESTERO  FERNANDEZ |
| USTARIZ ZUBIRI ASOCIADOS SL |
| MARIA JOSE AUSEJO MARTINEZ |
| JAIME ARGAIZ CANO |
| JASON ANDRES HERRERA GUASCA |
| JOSE JAVIER ELIA LETE |
| MIRIAN GARCIA ALFARO |
| INES CERDAN ELCUAZ |
| OIHANE AICUA RODRIGUEZ |
| JAVIER ROYO HERRANZ |
| OSCAR ADAN CABEZON |
| PRISCILA CRISTOBAL MALO |
| FRANCISCO FERNANDEZ PASCUAL |
| AGENTES FINANCIEROS  SANTESTEBAN SL. |
| SEHILA BARRIO DEL SAENZ |
| CRISTINA ZABALA USTARIZ |
| FRANCISCO JOSE VIEJO GONZALEZ |
| MIGUEL ANGEL MARTIN ISERTE |
| CARLOS GROS NAVARRO |
| HECTOR EDO ALEGRE |

|  |
| --- |
|  |
| ALCARRAZ PERALTA SL |
| PRAEDIUM FINANZAS SL |
| MAXIMO PLUMED LUCAS |
| MARIA TERESA MARTIN MUNIESA |
| CRISTOBAL ROMERO LORENTE |
| LOURDES GIMENO TIRADO |
| GEMMA ARRUFAT RAFALES |
| MANUEL GARCIA MONTOLIO |
| FINANZAS ALLOZA S.L |
| JOSE DANIEL GARCES VIRGOS |
| ADRIAN MILIAN GONZALEZ |
| MARIA ESCRIBANO PAVON |
| JAVIER DOMINGO PASCUAL  JIMENEZ |
| LUIS FERNANDO ANDRES VILLALBA |
| JULIA MARIA SEGURA VICENTE |
| JOSE GABRIEL PASTOR MANZANO |
| DIEGO CARCAS SANCHEZ |
| IRENE ABIZANDA VAL |
| JOSE JIMENEZ OVEJAS |
| GESTION GLOBAL BANCARIA S.L.U. |
| VERONICA REMIRO BASANTA |
| RAUL LANGA GOMEZ |
| FLORENTINO LARA NOTIVOLI |

270

|  |
| --- |
|  |
| INTERMEDIACION NASARRE SL |
| JESUS QUINTANA MAULEON |
| PASCUAL HIGINIO DOMINGO PEÑA |
| CLARA URGEL CASEDAS |
| LAURA COMENGE HIGUERAS |
| MARIA MERCEDES SALAS BAENA |
| MARIA ESTHER FERRANDEZ  PARDOS |
| SERGIO BUIL GARCIA |
| BEATRIZ SERRANO SAN PEDRO |
| FERNANDEZ DEL VALLE NOE  046869184C S L N E |
| GUILLERMO FOS ALZAMORA |
| ANGELA FIGAROLA TARDIU |
| JUAN ROSSELLO AMENGUAL |
| JORDI JUAN RIBAS |
| ALBERTO BARTOLOME BLAS DE  GUASP |
| GUILLEM GENOVARD CALDENTEY |
| CECILIA MARIA ROSSELLO FLORIT |
| MARMA MALLORCA SL |
| LONUBRUAD SL |
| ELISENDA ARIMANY BALLART |
| AGFINAND SL |
| MARIA JOSE DUEÑA FUSTER |
| ERNESTO DOMINGUEZ SLU |

|  |
| --- |
|  |
| PEDRO FERRAGUT DIAGO |
| MARIA ANTONIA BARCELO  AMENGUAL |
| JUAN CARBONELL SOCIAS S.L. |
| JUAN MANUEL ALARCON GARCIA |
| OCTAVIO VADILLO GARCIA |
| MALULA SERVICIOS FINANCIEROS  SL |
| TEROR VP INVERSION SL |
| OMAR PEREZ GARCIA |
| CHUECA MARTIN GESTION BANCA  SL |
| FRANCISCO J SANTIAGO ALEMAN |
| PEDRO JAVIER SANCHEZ  RODRIGUEZ |
| JORGE MONAGAS RIO |
| LANZABROKER JHF SL, |
| AGUSTIN RUIZ SAIZ |
| ALEJANDRO FERNANDEZ GARCIA |
| ALEJANDRO MARTIN KARLSSON |
| FERRERAS DE INVERSIONES S L |
| ANA BEBI SL. |
| JOSE MANUEL PERERA QUINTANA |
| FC GLOBAL FINANCE SL |
| EDUARDO HERNANDEZ  HERNANDEZ |
| RUBEN TORIJANO BUENO SLU |
| GORKA PEREZ DIAGO |

|  |
| --- |
|  |
| JON DIEZ DIEGO DE |
| SERVICIOS Y SOLUCIONES SASGON |
| ENRIQUE MARCOS ORTEGA |
| CARLOS MESA DIEZ |
| ALEJANDRO ESCAPA ESPINEL |
| JORGE ESCAPA ESPINEL |
| LUCAS RIVAS PORTILLO |
| ABRAHAN MARTINEZ IGLESIAS |
| POSADA GESTION FINANCIERA SLU |
| RAQUEL RIVERA PALACIO |
| CARLA SANJULIAN MENDEZ |
| GESTION FINANCIERA CODI S.L. |
| JUAN MARIA VALDES MARTIN |
| JOSE MARIA ANTON GARCIA |
| ALMUDENA GONZALEZ GALLEGO |
| ALBERTO SUTIL FERNANDEZ |
| ANGEL MOLLEDA VELEZ |
| MARIA DE LOS ANGELES RODRIGO  GUTIERREZ |
| PEDRO CONDE DIEZ |
| PATRICIA RODRIGUEZ ALONSO |
| JCOBO INVESTMENTS SOLUTIONS  SL |
| DAVID GARCIA-ARCICOLLAR  RODRIGUEZ |
| SERFISAN SERVICIOS FINANCIEROS  S.L |

271

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| DAVID INCHAUSPE PEÑA |
| TAMARA CANTERO SANCHEZ |
| SOLUCIONES FINANCIERAS HIJOS  ALVARADO ARAUJO SL |
| NOELIA MARTIN BOLIVAR |
| QUEJO XXI SL |
| SERVICIOS FINANCIEROS MAZA Y  VILAR SL |
| DAVID CONTRERAS SANZ |
| ARAUJO IRUSTA SERVICIOS  FINANCIEROS SL |
| CUALVENTI SERVICIOS  FINANCIEROS |
| YOLANDA ALVAREZ RODRIGUEZ |
| ALVARO DIAZ ASTARLOA |
| GILDA Y ASOCIADOS 2024  SOCIEDAD LIMITADA |
| VICTOR GONZALEZ CABO |
| NALUC 23 SL |
| DAVID GONZALEZ SANZ |
| MARIA SASTRE GONZALEZ |
| ARCADIO SAEZ SANZ |
| MARTA ISABEL MARTINEZ ESCOBAR |
| FERNANDO ENRIQUE RODRIGUEZ  PEREZ |
| MADRIGAL FINANCIERO S.L. |
| BEATRIZ GALLEGO MARTIN |
| SONSOLES RIVERO HERNANDEZ |
| SANTANDERSANPEDRO  FINANCIERO SL |

|  |
| --- |
|  |
| NOELIA SANZ VILLARREAL |
| PEDRO CUESTA BAUTISTA |
| MARCIAL SANTOS SANCHEZ |
| 6395 POYALES DEL HOYO AGENTE  COLABORADOR SL |
| JOANA LOPEZ ROZAS |
| JORGE ALONSO ARRIBAS |
| JORGE APARICIO GONZALEZ |
| A.C. VILLARCAYO S.L. |
| ANA MARIA SAN MILLAN COBO |
| SANTOS BOL GARCIA |
| SARA MARTINEZ GONZALEZ |
| VANESSA PEREZ RODRIGUEZ |
| OLGA LLORENTE COSTA |
| HELLEN JANETH MENDEZ MURCIA |
| LUIS MIGUEL VEGA JANILLO |
| AC CARRIZO DE LA RIBERA SL |
| RAQUEL GAVELA SANCHEZ |
| JAVIER TERAN CAMUS |
| JESUS CANTON GONZALEZ |
| VANESA VEGA BLANCO |
| MARIA INES VALCUENDE GARMON |
| ALBERTO MORAN PEREZ |
| LEAGENSA SL |

|  |
| --- |
|  |
| 24198 SANTANDER LA VIRGEN DEL  CAMINO SL |
| MARIA JESUS MONROY CARNERO |
| MARIA DEL CARMEN CAMUS SAN  EMETERIO |
| AC SANTANDER VEGUELLINA  SOCIEDAD LIMITADA |
| A.C. LAGUNA DE NEGRILLOS S.L. |
| ORDAS CASADO S.L. |
| ALBERTO GONZALEZ MONTES |
| NOELIA PEÑALVO MARINA |
| MARIA SALOME ROSA DIEZ |
| IGNACIO MARIA ANTOLIN  FERNANDEZ |
| ANGELA MAGDALENO GONZALEZ |
| EDUARDO GONZALEZ MARTIN |
| GONZALO PEREZ JOSE |
| CARLOS GARCIA RODRIGUEZ |
| JESUS ANGEL GUTIERREZ  QUINTANILLA |
| A.C. PAREDES DE NAVA S.L.U. |
| MERINO LOBATO S.L. |
| MARIA MERCEDES GUZON LIEBANA |
| VICTOR MANUEL PEREZ SANCHEZ |
| SR SANTANDER GESTION SL |
| EMILIO MARTIN LANCHAS |
| MARIA MANUELA SANCHEZ  CASTAÑO |
| ALBERTO RIAÑO MOROCHO |

272

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| 1321 SANTANDER LA ALBERCA S.L. |
| MARIA VICTORIA IGLESIAS MATEOS |
| MARIA VICTORIA DURAN ALVEZ |
| ASUNCION MATEOS PASCUAL |
| SANTANDER LA VELLES S.L. |
| AGUSTINA AGUDO FRANCIA |
| MARIA ELISA ROSON FERRERO |
| MARTA HERNANDEZ PEREZ |
| ANA MARIA SIERRA HERNANDEZ |
| SERGIO SANCHEZ RODRIGUEZ |
| 6155 SANTANDER LEDESMA S.L. |
| CLARA HERNANDEZ NOVOA |
| JACINTO MANUEL PALOMERO  PALOMERO |
| MARIA DEL SOCORRO BENAVIDES  SANCHEZ |
| GESTION SANTANDER CARBAJOSA  S.L.U |
| MIKEL ANDRES SANCHEZ CASTILLO |
| BENEDICTO GUTIERREZ BERNAL |
| MARIA AUXILIADORA PEREZ  SERRADA |
| ANNA LOURDES MATEOS SANCHEZ |
| ANGEL ARMENTEROS CUESTA |
| JUAN BAUTISTA HIDALGO IÑIGO |
| INES PINDADO SAEZ |
| MARIA ELENA BRAVO SAN  INOCENTE |

|  |
| --- |
|  |
| 40165 AGENTE COLABORADOR  PRÁDENA S.L. |
| MARIA ELISA SAEZ JIMENEZ |
| BEATRIZ GARRIDO SANTANDER S.L. |
| MARIA GONZALEZ MUNICIO |
| ARACELI GONZALEZ MEJIAS |
| YUBERO MORENO AGENTES  FINANCIEROS SL |
| JESUS BERZAL MIGUEL |
| OSCAR MANUEL ALFAGEME  MARTIN |
| FERNANDO AREVALO GOMEZ |
| PEDRO MARIA MARINA MEDRANO |
| JOSE ANGEL TIERNO ARANDA |
| MARCOS ASENJO HERNANDO |
| AREVALO Y MONGE SL |
| JAIME RIVERO CALVO |
| MARIA TERESA SALGADO  RODRIGUEZ |
| AC LA CISTERNIGA 2022 SL |
| A.C. SANTOVENIA DE PISUERGA SL. |
| MANUEL JAVIER DELBOY  RODRIGUEZ |
| AC CIGÜEÑA SL |
| BONAGUE 2025 SL |
| MIRIAM CARRO HERNANDO |
| JUAN ANTONIO SALGADO  HERNANDEZ |
| ALICIA FADRIQUE PICO |

|  |
| --- |
|  |
| MARIA VISITACION BECARES  MARTINEZ |
| 0880 SANTANDER SANTIBAÑEZ SL |
| FRANCISCO ALBARRAN PELAYO |
| MONICA CUBAS HERNANDEZ |
| ALBARRAN FIGAL S.L. |
| MARTA MARIA GARCINUÑO  CASELLES |
| PATRICIA BARTULOS MARTIN |
| GESTION INTEGRAL SANTANDER SL |
| ENRIQUE Y SINDE ASOCIADOS S.L. |
| MARIA TERESA RODRIGUEZ  FUENTES |
| LORENA HERNANDEZ ATIENZA |
| SERFISIT SERVICIOS FINANCIEROS  SL |
| NAROBESA INV SL. |
| CARLOS PABLO LOPEZ |
| ALEJANDRO LLERA FERNANDEZ |
| MERMAIDSOUP SL |
| CORPALBALATE 2025 S.L |
| ANNA BATALLA FARRE |
| AINOA LORAS COLL |
| OSCAR BLANCO CID |
| ESTEVE UTSET BADIELLA |
| ALICIA MARIA LOPEZ SERICO |
| ELISABET PUGA JODAR |

273

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|  |
| DANIEL MASSA I RAMIREZ |
| ENRIC CORTADA GUTIERREZ |
| ALBALATE SERVICIOS FINANCIEROS  Y DE GESTION SL |
| EVA CASAHUGA FUSET |
| GLINKGO BILOBA PROPERTIES SL |
| DAVID OLMO FORTE |
| ANA MARIA JIMENEZ AGUAYO |
| CRISTINA HUERTOS CABEZA |
| ROSA MARIA PADROS ANGUITA |
| FINANCIAL VALUE INVESTMENT S.L |
| EDUARD MAS POMES |
| CARLOS ALBERTO GARCIA  FERNANDEZ |
| SIRER FINANCE SL |
| INGRID QUILES SANCHEZ |
| JOSANVIC SL |
| MYRIAM ALPAÑEZ PINO |
| FELIPE PARRA CARRERA |
| JAUME VEGAS BAUTISTA |
| MARESFIN MARESME S.L. |
| JAVIER COMA PALOU |
| DANIEL TORRES MUIXI |
| MARIA BELEN GARCIA BLANCO |
| GERENCIA & DESARROLLO DE  SUCURSALES S.L. |

|  |
| --- |
|  |
| JOARMAS ASESORAMIENTO S.L.U. |
| JORDI ROSA ARIZA |
| MARIA AFRICA CARDIEL COLL |
| VICENT MORE CAMPS |
| JUAN CARLOS MORENO GARCIA |
| ISABEL OLMO VIBORAS |
| BERTA RIERA FERRAN |
| DFINANCES 2022 SL |
| MAVANTIA FINANCE SOCIEDAD  LIMITADA |
| VIRGINIA LEDESMA ARCOS |
| JIA AGENTS SL |
| NATALIA MOLINA SOLER |
| SAUSOLUCIONS SL |
| JOSE LUIS CARMONA AMADO |
| KMB FINANCES SOCIEDAD  LIMITADA. |
| MARC TARRES MALE |
| OSCAR MUSTE ROIG |
| DE HARO FIDUCIUM FINANCE SL |
| DANIEL LIENAS GRANDE |
| MARC MASERAS I SABATER |
| MIGUEL JOSE MALAVE FERNANDEZ |
| MARIA SOLE RIBERA |
| ANTONI MONSO BONET |

|  |
| --- |
|  |
| JORDI RIBALTA ARIAS |
| MONTSERRAT SABATE BORRELL |
| PABLO GODAYOL RUIZ |
| SUMMIT 4478 SL |
| AGUSTI MONTANE DELCOR |
| IVAN GUIU FARRE |
| MARIA DOLORES ROCA BLANCH |
| CRISTINA FARRE BOSCH |
| FARAH ZAHTI TALBI |
| MONTSERRAT OLIVA MANDAÑA |
| BALTAFIN SL |
| INVERSORA TUCKERTON SLU |
| TANIA GELPI ESCANDIL |
| OSCAR PLANES NOVAU |
| ANTONIO DE PADUA BELLAUBI  MIRO |
| MARC MAYORAL SERRET |
| POL MORAGUES OLIVA |
| SONIA ROIGE VIDAL |
| TERE ORTIZ CORBELLA |
| ENRIC PUJOL ROVIRA |
| CRISTINA PURROY CASTELLO |
| MARIA ANTONIA ROVIROSA PIÑOL |
| OLGA MARIA SANCHO ARASA |

274

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| MANUELA BUERA GILABERT |
| ROSA MARIA HOMEDES PERIS |
| JOTOBE GESTIONS S.L. |
| GROUP CLOP INVERSIO SL |
| JUAN JOSE GISBERT FERRERES |
| NESTOR GALIMANY SANROMA |
| JORDI ROIG QUERALT |
| MARIA ROSA BERTRAN CASALS |
| BORRELL MICOLA SL |
| JUAN QUINTIN GONZALEZ  GUIJARRO |
| MP ECONOMIST SL |
| INMACULADA SAHUN JOVE |
| JORDI BRULL MARGALEF |
| BBR BATEA GROUP SL |
| SUSANA MARIA JOVANI BELTRAN |
| LLUIS CASANOVA LEON |
| ANTONIO FORNOS ISERN |
| JAUME FORNOS NAVARRO |
| ANTONIO VICO ARCE |
| ABEL ISERN ROIG |
| GUADALUPE FORNE TENA |
| JOAQUIN SERRA BERTRAN |
| JORDI ALUJA OSSO |

|  |
| --- |
|  |
| EVA MARIA GUTIERREZ CARRASCO |
| BARBARA FERNANDES DIAS |
| VICTOR MANUEL DIAZ MARRON |
| CECILIO ALVARADO GARCIA |
| RAQUEL BARRERO GORDILLO |
| OSCAR RODRIGUEZ ROMERO |
| MERCEDES GARCIA DURAN |
| RAFAEL SALGUERO VARGAS |
| MARIA EVA NUÑEZ GONZALEZ |
| SATURNINO QUIÑONES GARCIA |
| MARIA JOSE VERA HERNANDEZ |
| ENRIQUE JONATAN EXPOSITO  CAÑA |
| FELIX ALFONSO TORRADO DIAZ |
| ELADIA MARIA ROMERO  FERNANDEZ |
| ELENA PUERTO GALVEZ |
| JOSE MARIA MANZANO CIDONCHA |
| JUAN MIGUEL ALFARO GONZALEZ |
| CARLOS MIGUEL GIJON MELENDEZ |
| MARIA MERCEDES GARCIA  SANTANA |
| ANGEL LUIS ALFARO GONZALEZ |
| MARIA DEL CARMEN LEDESMA  COUTO |
| LUIS MARCELINO NARVAEZ MACIAS |
| VENERO MARTIN S.L. |

|  |
| --- |
|  |
| MIGUEL RODRIGUEZ GARCIA |
| ARCADIO PAREDES ROMERO |
| PEDRO MANUEL BALSERA GARCIA |
| JOSE CARLOS GARCIA SANCHEZ |
| ELENA LAJA MONTES |
| MARIA FATIMA SANCHEZ MILLAN |
| MARIA TRINIDAD BRIEVA  DOMINGUEZ |
| MARIA CARMEN CIUDAD MORENO |
| MARIA INMACULADA LUENGO  MARIN |
| VALENZUELA MARTIN ASESORES  S.L. |
| ANSELMO HERNANDEZ RANZ |
| JOSE GAMERO MUÑIZ |
| ASEVAL ASESORES S.L |
| MANUEL IVAN BOTE DIAZ |
| MARIA LUISA VALIENTE LORENZO |
| LARA & RAUL ASOCIADOS SL. |
| SOLEDAD GALAN FREJO |
| SERVICIOS FINANCIEROS ROBERTO  MARTIN RIVERO S.L. |
| SARA CRIADO ESTEBAN |
| SERMAR ASESORES FINANCIEROS  S.L. |
| ANABEL SANCHEZ MARTIN |
| ANA MARIA LOPEZ OVEJERO |
| PATRICIA GUIJO LOZANO |

275

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| ALEJANDRO BLANCO SANCHEZ |
| ALBERTO VAZQUEZ OLMEDA |
| MARIA ROSA AMPARO BLAZQUEZ  FRAILE |
| VICTOR TOME LLANOS |
| ALICIA ESTEBAN GARRIDO |
| ANGELICA MONTEJO ASENSIO |
| MARIA ANGELICA RODRIGUEZ  OLIVEROS |
| REYES MARTIN MORENO |
| ANA MARIA GARCIA DOMINGUEZ |
| ROBERTO CABALLERO MARTIN |
| GARCIA DIAZ 2007 SL. |
| ANA MARIA MORALES NUÑEZ |
| NOEMI VIVAS SANCHEZ |
| ALMUDENA GARCIA SANCHEZ |
| PATRICIA ACOSTA SERRADILLA |
| JUAN HERNANDEZ TORRES |
| VERONICA GOMEZ MONTERO |
| OLMO JULIAN PUERTO FERNANDEZ |
| SERVICIOS FINANCIEROS AHIGAL  SL. |
| RUIDEMYR SL. |
| VIRGINIA VELASCO MAJADA |
| LAURA FERNANDEZ TORIBIO |
| JUAN PEDRO GIRON ALONSO |

|  |
| --- |
|  |
| BELEN GONZALEZ BERMEJO |
| DAMIAN CEBALLOS SORIA |
| LAURA MARTIN PALOMO |
| CRISTINA PODEROSO TENA |
| BLANCA MARIA HOLGUIN GALAN |
| CRISTINA DIAZ PIZARRO |
| JUAN MIGUEL GOMEZ LOPEZ |
| MARIA LUZ IMIA RIVERA |
| OSCAR BARREIRO RODRIGUEZ |
| OSCAR PARDAL ANIDO |
| SERBAN AGUIÑO SL |
| HECTOR PIÑEIRO MARTIN |
| SONIA LANDROVE MARTINEZ |
| MARIA CARMEN GONZALEZ BARRAL |
| SILVA&RUA ASOCIADOS SLU |
| SOLFIN CONSULTORIA DE  MERCADOS SL |
| JORGE VICENTE FRANCO |
| JOSE MANUEL AMEAL MAS |
| MARIA LUISA VALIÑO IGLESIAS |
| PILAR VILA AYERBE |
| DAVID GONZALEZ BECEIRO |
| JUAN JOSE MARTINEZ GONZALEZ |
| ANGEL LUIS GONZALEZ CASTRO |

|  |
| --- |
|  |
| MARIA ROCIO LOPEZ TABOADA |
| MARIA CRISTINA SANCHEZ UZAL |
| FRANCISCO FERREIROS LOPEZ |
| CELIA MONICA MARTINEZ OTERO |
| MARIA ELISA CAMBEIRO CAAMAÑO |
| VILA LEMA SL |
| ELSA MARIA TAPIA YACAMAN |
| MANUEL MARIA GARCIA  FERNANDEZ |
| ANA BELEN DUARTE FIGUEIRAS |
| MARIA CARMEN CEREIJO VARGAS |
| OSCAR GONZALEZ BLANCO |
| DAVID VALIN ANTON |
| JOSE MANUEL SOBREDO SIGUEIRO |
| JOSE MANUEL VAZQUEZ BERTOA |
| ANABEL PALLAS FUENTES |
| PAULA EIRIZ OTERO |
| JOSE ALFONSO FUENTE PARGA |
| MARTA MARIA COPA PEREZ |
| JOSE MANUEL CAPON FERNANDEZ |
| MARIA ANGELA MUÑIZ ARROJO |
| ANGELINA CUESTA BERAMENDI |
| DANIEL VIEIROS CAMPOS |
| MANUEL ARTURO DOVALE  VAZQUEZ |

276

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| IVAN GONZALEZ MARTINEZ |
| ADRIAN TELLA VILLAMARIN |
| ALEJANDRO GIADANES TORREIRA |
| TATIANA RODRIGUEZ FERNANDEZ |
| JOSE ANGEL RODRIGUEZ PRIETO |
| JOSE LUIS FARIÑAS PEREZ |
| MIGUEL ANGEL FUENTE REGO |
| ADRIAN MONTERO VARELA |
| NATALIA LOPEZ LOPEZ |
| MARIA JOSE SALGADO ALVAREZ |
| TANIA LUCIA TEIXEIRA RODRIGUEZ |
| MONICA ALVAREZ ALVAREZ |
| CESAR RODRIGUEZ SOTELO |
| ALEJANDRO PIÑOL PEREZ |
| SERVICIOS FINANCIEROS CORREA  SOCIEDAD LIMITADA |
| MARIA DEL CARMEN CARBALLO  GOMEZ |
| JOSE RAMON DOMONTE  RODRIGUEZ |
| JOSE LUIS PRIETO PARADA |
| ANXO VAZQUEZ BLANCO |
| DIEGO VAZQUEZ FERNANDEZ |
| MARIA MARTINA GONZALEZ  ANDRADE |
| ALEXIS FERNANDEZ FREIJEDO |
| ANDREA SAYANS RIVEIRO |

|  |
| --- |
|  |
| ASESORES FINANCIEROS VIANA SL |
| LUCIA ALVAREZ GONZALEZ |
| QUIRINO MASCITTI |
| OSCAR JUSTO ALVAREZ |
| SERVICIOS FINANCIEROS CARRAL SL |
| PABLO SEIJO NOVOA |
| NATALIA DIOS OUTEDA |
| INTERMEDIACION FINANCIERA DEL  NOROESTE SL |
| SUSANA FARIÑA FERNANDEZ |
| CARLOTA RODRIGUEZ VARELA |
| GAGO Y SOUTO FINANCIAL  SERVICES S.L. |
| MARIA JESUS CAMPOS LOURO |
| JOSE MANUEL NIETO CASTRO |
| SERVICIOS BANCARIOS FORCAREI  SL |
| LUCIA MARTIN GRANDE |
| AS NEVES ARBO |
| CANDIDO JUNCAL RUA |
| CELAVEDRA S.L |
| NIEVES NUÑEZ PUGA |
| MIRIAM SAMPAYO IGLESIAS |
| BORJA MENDEZ VAZQUEZ |
| SERVICIOS BANCARIOS SOUTELO SL |
| BEATRIZ SANCHEZ MUÑOZ |

|  |
| --- |
|  |
| OSCAR NUÑEZ PUGA |
| FABIAN MANTEIGA VARELA |
| BRAIS MIDON LOPEZ |
| JAVIER NOVIO MIDON |
| LUIS ALFONSO MARTINEZ JIMENEZ |
| FRANCISCO JAVIER ARTEAGA LOPEZ |
| TERESA ROLDAN QUINQUER |
| ASIS DE FEREZ S.L |
| PEDRO CARO CANO |
| LETICIA MARIA MARTINEZ ABAD |
| JOSE CARLOS LOZANO CANO |
| LUIS JAVIER NAVARRO SIMON |
| MARIA TRINIDAD SORIANO  RAMIREZ |
| JUAN MONTERO RODENAS |
| LUCIA CARO ESPARCIA |
| JUAN FRANCISCO GARCIA JUNCOS |
| CARMEN CARLA PEREZ CUESTA |
| MARADRI SERVICIOS FINANCIEROS  SL |
| RAFAEL ROMERO RODRIGUEZ |
| QUIROS & NAVAS SERVICIOS  FINANCIEROS SL |
| ELVIRA CASTRO FERNANDEZ |
| JOSE ANTONIO LOPEZ LOPEZ |
| FRANCISCO FLORES ROMERO |

277

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| ARREAZA SERVICIOS FINANCIEROS  S.L. |
| MARIA THAIS ROMERO NAVARRETE |
| MARCOTE ASESORES SL |
| GLORIA MOLINA RIVALLO |
| JUAN ANGEL ALCAZAR VERGARA |
| BEATRIZ BLANES RUIZ |
| RUBEN LOPEZ CARMONA |
| ARANCHA LOPEZ SANTOS |
| SONIA ARNAO VILLANUEVA |
| SANDRA ORTEGA QUILON |
| MARIA PAZ CULEBRAS RAMOS |
| JESSICA MARIA SEGADOR RISCO |
| EVA COZAR CAÑADAS |
| MARIA JOSE PACHECO GALLEGO |
| EMPRESA GESTORA JUAN JOSE  MUÑOZ S.L. |
| JOSE JUAN SANCHEZ SORIANO |
| PAULA MARTINEZ GARCIA |
| CARLOS ARCAS CHECA |
| FELIPE CHILLARON CASTILLO |
| MONICA CANO CANO |
| CARLOS MORENO LOPEZ  SOLORZANO |
| EVA LEON BELINCHON |
| FRANCISCO DAVID SAIZ CANO |

|  |
| --- |
|  |
| LUCIA PEREZ CUELLAR |
| DAVID MOYA LUCAS |
| AROA GOMEZ LOZANO |
| JESUS GABALDON MARTINEZ |
| HECTOR CANO SAZ |
| ESTHER PEIRO ORTEGA |
| ANA CRISTINA MUÑOZ ALVAREZ |
| GISELA MENENDEZ CALVO |
| PATRICIA MONTERO DURAN |
| MARIA TERESA OLMEDA PICAZO |
| DAVID JIMENEZ MARTINEZ |
| PEDRO JESUS ROLDAN PRIETO |
| NURIA AMO LETON |
| ANA MARIA RODRIGUEZ VARGAS |
| JAVIER MONGE LOPEZ |
| ALVARO MAGRO SANZ |
| MERCEDES LOPEZ MAYORAL |
| JOSE DEL OLMO LOZANO |
| CRISTINA GOMEZ GUTIERREZ |
| ANTONIO SANCHEZ ARGUELLES |
| SILVIA BRAOJOS SANCHEZ |
| JUAN JOSE TAMUREJO CARDOSO |
| ANA MARIA RODRIGUEZ MORENO |

|  |
| --- |
|  |
| PEDRO LUIS CORTES BLANCO |
| GEMMA GUTIERREZ SL |
| ALFONSO ILLAN GARCIA-ROJAS |
| MARIA LOPEZ MARTINEZ |
| MIGUEL ANGEL GARCIA RODRIGUEZ |
| CARMELO PACHECO MARIN |
| BEATRIZ ARROYO AVILA |
| VILLASEQUILLA AP SL |
| YEBEGEST S.L. |
| INMACULADA TORRES BERMUDEZ |
| CRISTOBAL NAVARRO VEGA |
| IVAN QUINTANA ROJAS |
| DIANA DIAZ ANGELINA |
| CRISTINA TORIJA PRIETO |
| JOSE LUIS HERNANDEZ-SONSECA  MIRANDA |
| CECILIO PARRO CORTES |
| DIEGO GALLEGO VALVERDE |
| ANGELA ZURITA MARTINEZ |
| MARIA DEL PILAR MUÑOZ  GONZALEZ |
| MARTA LUJAN FERNANDEZ |
| MARIA EUGENIA DE LA CRUZ DE LA  ROSA |
| SARA PULIDO PANADERO |
| JESUS ALVARADO CAMARA |

278

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| MIGUEL MORENO ALONSO |
| MARIA LUISA SANGUINO  GUTIERREZ |
| MIGUEL GARCIA TAPIA |
| JESUS MATEO HIDALGO MARTIN |
| BEATRIZ LOPEZ MONTEJO |
| BARRIOS DE LA CRUZ S.L. |
| GESLON 2025 SL |
| JAIME VALDES BRAVO |
| JOSE ANTONIO REAL MUÑOZ |
| ROSA ISABEL BENEITEZ SALINERO |
| MARIA CARMEN SANCHEZ PEÑA |
| SANDRA COFRADES SANCHEZ |
| FERNANDO GARCIA BARATAS |
| MARIA TERESA PACHECO SANCHEZ |
| NURIA BRAOJOS SANCHEZ |
| SAGRARIO MAQUEDA RUIZ |
| JOSE MARIA FERNANDEZ RAMIREZ |
| MARCOS GARCIA-DIES PASTRANA |
| MIGUEL ANGEL ORTIZ MIGUEL |
| LUIS ALBERTO MASEDO DEL  CASTILLO |
| ALEJANDRA SANCHEZ JUAN |
| DAVID RUIZ MARCHESE |
| ALEJANDRO GARCIA GUERRERO |

|  |
| --- |
|  |
| TAGOAN JUAREZ SL. |
| ALBERTO ANDION ACEDOS |
| LUIS CARLOS SEPULVEDA SANCHEZ |
| RAUL VEGA ROMERO |
| MARIA LETICIA GUTIERREZ SANZ |
| CARLOS ALBERTO PALACIOS  MARTIN |
| AYZA FINANZAS SL |
| ANTONIO BERNAL MERINO |
| MARIA PILAR MARTIN SANCHEZ |
| ALVARO FERNANDEZ ROCAMORA |
| ANA VANESA VILLASECA GARCIA |
| SOLFI SOLUCIONES SL |
| FRANCISCO RICARDO BELLO  GOMEZ |
| JUAN CARLOS FUSTER CACERES |
| JESUS HERAS SANCHEZ |
| MARTA ZAMBRANO PEREZ |
| DANIEL NAVAS ALONSO |
| MARIA FERNANDEZ RUFO |
| MARIA DE LAS NIEVES  CALDERON  IZQUIERDO |
| MARIA TERESA PEREZ PEREZ DE LAS  VACAS |
| PAOLA GARCIA NUÑEZ |
| ANDREA PRATS SEGURA |
| CRISTINA HIDALGO GARCIA |

|  |
| --- |
|  |
| ANGELA MARTIN PUENTES |
| JESUS MAILLO NIETO |
| FINANCIAL ADVANTAGES SL |
| EDUARDO GOMES HORCAJUELO |
| MARIA PILAR PEREZ NAVARRO |
| MARIA LUZ SANZ DELGADO |
| ROBERTO BLANCO GARCIA |
| JESSICA LIMA BLANCO |
| MARIA TERESA JIMENEZ PACIOS |
| BEATRIZ TORRENO NIETO |
| INJOISA INTERMEDIACION  FINANCIERA SL. |
| DIEGO CAÑAMERO NAVARRO |
| RUBEN BERNALDO DE QUIROS  DOMPABLO |
| PATRICIA CONDE GARCIA BLANCO |
| LUCIA DIAZ PRUDENCIO |
| JOSE MANUEL TORRES MIGUEL |
| ISABEL MARTINEZ MUÑOZ |
| FRANCISCO JAVIER RIVAS  VALENZUELA |
| CLAUNA23 SL |
| ALFREDO ROLDAN FERNANDEZ |
| AGURTZANE ITZIAR AGUIRRE  COLECHA |
| ALOE CONSULTING S.L. |
| DAVID VEA MARTINEZ |

279

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| IEA SERVICIOS FINANCIEROS S.L.U. |
| SERVICIOS ECONOMICOS  GESPEREZ SL |
| MKS GESTION FINANCIERA SL |
| AGENTE COLABORADOR ORIO SL |
| MARIA MANUELA GONZALEZ  CUESTA |
| JOSE MANUEL MUÑOZ EZQUERRO |
| CRISTINA SOLEDAD NAVARRO  MACHIN |
| NEYRAGUS 2024 S.L |
| MARIA ALMUDENA MORENO  NAVARRO |
| UNAI LEKUBE ARANBERRI |
| MIGUEL LLANO ABAITUA |
| JUAN JOSE ARAGONESES  MARTINEZ |
| JESUS RAMON HERNANDEZ GARCIA |
| NEREA SOBRADILLO TRUEBA |
| JAVIER COBO MENA |
| IÑIGO MARTINEZ GARCIA |
| BRUNO MARTIN GARCIA |
| XUELING HOU |
| JADARREJO SL. |
| ROSA CARRERES LUCAS |
| ALICANTE VALLEY SERVICIOS  FINACIEROS S.L. |
| ECONHOMBRIA SL |
| MIRIAM PEREZ SORIA |

|  |
| --- |
|  |
| MARIA DE LOS ANGELES GARCIA  PEREZ |
| TRAKZIONA INVEST SL |
| JOSE ANTONIO SANCHEZ NAVARRO |
| PIC LLOCH MONTGO SOCIEDAD  LIMITADA |
| ANDRES RIVERO JIMENEZ |
| MR2 SERVICIOS FINANCIEROS SL. |
| ALICANTE COSTA SERVICIOS  FINANCIEROS SL |
| BENISSA C M SERVICES S.L. |
| ALBERO PAYA FINANCIEROS SL |
| C & M FINANCIAL SERVICES SL |
| MERCEDES SABATER JIMENEZ |
| SANMAFRAILES S.L. |
| MARIA DELS DESAMPARA  ROSSELLO MORELL |
| MIGUEL ANGEL VIDAL JOVER |
| JOSE ALFONSO TARI ESCLAPEZ |
| MAGDALENA JOVER SELLER |
| ISABEL MARIA CARBONELL SERNA |
| JOSE JUAN FERRANDEZ SANCHEZ |
| BEATRIZ SALA GARCIA |
| DRIMTY S.L. |
| MONICA SERESOLA ALENTADO |
| ACF GESTIO I FINANCES SL |
| ALEXANDRA FRANCH CANALDA |

|  |
| --- |
|  |
| VICENTE MANUEL MARTI SEGARRA |
| JOSE IGNACIO CANTO PEREZ |
| RAFAEL BELLMUNT BELLMUNT |
| SILVANA JAIME GARCES |
| RUBEN TRAVER SALES |
| SONIA BELLMUNT SAURA |
| JOAN ANDREU GABARRI LLOP |
| NUMACER SL |
| ANDRES MINGUEZ LUJAN |
| PAULA GRACIA CABRERA  COLONQUES |
| GESFINPRO S.L. |
| BEATRIZ PEREZ GARCIA |
| MIGUEL ALCALDE PITARCH |
| LAURA ERES FUENTES |
| MARTA HERREROS LOPEZ |
| FRANCISCO JAVIER MORALES  MURCIA |
| VIVANCOS ROS SL |
| JUAN ANTONIO CANTERO SANCHEZ |
| JOSE MANUEL AYALA ARNALDOS |
| JUANA MARTINEZ MARTINEZ |
| SOZAVE CP SL |
| LUBESAGA SL |
| SERVICIOS BANCARIOS GARCIA  ESTELLER SL |

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|  |
| SERVICIOS FINANCIEROS EL  CAMPILLO 2021 |
| EUGENIA DURAN HERNANDEZ |
| FERNANDO GABARRON  FERNANDEZ |
| R&L NAVAMAR SLU |
| SERVICIOS FINANCIEROS FUENTE  ALAMO 2024 SL. |
| AZARBE COLABORACIONES S.R.L |
| SERGIO VIVANCOS ALFARO |
| DIEGO MARTINEZ OTON |
| BG ESTELLER SLU |
| MIGUEL ANGEL FERNANDEZ  MENDEZ |
| MIREYA GARCIA MARTINEZ |
| ALEJANDRO SANCHEZ BERMUDEZ |
| ANA MARIA LOPEZ MARTINEZ |
| ELENA PARDO MARMOL |
| ANA DURAN HERNANDEZ |
| OSMON SERVICIOS FINANCIEROS  SL |
| MANSARI FINANZAS S.L. |
| ENRIQUE SATURNINO MORENO |
| BASKY INVERSIONES FINANCIERAS  SL |
| FORUM 20 SLU |
| DONET RIPOLL FINANZAS S.L |
| CASTEL GANDOLFO S.L |
| FINANZAS E INVERSIONES ALBAL SL |

|  |
| --- |
|  |
| JEC INVERSIONES EN CAPITAL  SOCIEDAD LIMITADA |
| FERNANDO DONET ALBEROLA |
| MARIA JOSE CABALLERO GRAU |
| YOLANDA CASTILLO VILA |
| MARIA TERESA BROCH RUBERT |
| LIDIA CARRASCO MARIN |
| MARIA INMACULADA LATORRE  CANA |
| BANSACLE SOCIEDAD LIMITADA. |
| MISTERA BUSINESS SOLUTIONS S.L. |
| SAMAI FINANZAS SL |
| VANESSA SORO GINER |
| ROSA MARIA BLAY PASCUAL |
| SANDRA CHOVER GOMEZ |
| JCP FINANCIAL MEDITERRANEA SL |
| MBI SERVICIOS FINANCIEROS SLU |
| VANESA GONZALEZ VILA |
| ALBERTO FORTEZA MONFORT |
| IVAN LOPEZ DURA |
| SUSANA DONAT CRUZ |
| MUNICH FINANZ S.L |
| R&B SOLUCIONES FINANCIERAS  S.L.U. |
| JOSE JOAQUIN APARISI GRAU |
| CARLES ROYO DELPOZO |

|  |
| --- |
|  |
| FRANCISCO JAVIER FORNER  GARRIDO |
| MARTA FAUS BLANES |
| JALCAIDEN SOCIEDAD LIMITADA. |
| MIGUEL GARCIA ABAD |
| CRISTINA SEVA SAVALL |
| JUAN JOSE MONTEAGUDO  MARTINEZ |
| ALEJANDRO SANTAELLA FERRER |
| SILVIA GARCIA SENDRA |
| SERVICIOS FINANCIEROS SANLO SL |
| PLAZA SERVICIOS FINANCIEROS  S.L.U |
| CORDOBESA DE INVERSIONES  PUNTAS LEON S.L. |
| A.A.F.F. RUTE SL |
| FINANTOR 2017 SL |
| CARBALLO & CARO 2019 SL |
| GRANDERSAN SLU |
| VINUESA & MOCHON 2014 SLL |
| ROLARG SERVICIOS FINANCIEROS  S.L. |
| BURMA AGENTES FINANCIEROS S.L. |
| MONICA CARRANZA S.L.U. |
| TINTO & SANTA ROSA |
| TROYANO FINANCIEROS 2021 SL |
| ABU ROAD S.L. |
| RODRIGUEZ CALS FINANCIERA SL |

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| GESTION FINANCIERA MALACITANA  2007 SL |
| RC 2007 FINANCIEROS S.L. |
| ESTEPONA FINANCIEROS SL |
| FINANSANDO S.L. |
| JOLUANCA 2006 SL |
| BOPECON INVERSIONES SL |
| CHARUMA S.L. |
| TREZAVILLA SLU |
| NUBARPOL SL. |
| BUSINESS AND PERSONAL SERVICE  S.A. |
| LAP ASTURIAS S.L. |
| GONZALEZ Y NAVES S.L. |
| GESBANCYL SL |
| JOSE BERZAL MIGUEL |
| MATEU & SANTANDER S.L. |
| DIPTOS S.L. |
| JAVIER BLANCO LOPEZ |
| GESTION INVERGARA S.L. |
| MARTI FORTUNY PLANAS |
| FINANZAS SAN ANDRES S.L. |
| ALEXANDRE UTSET BADIELLA |
|  |
|  |

|  |
| --- |
|  |
| MATARO ASESORES LEGALES Y  TRIBUTARIOS S.L. |
| AA FF NV FINANCERA 2018 SL |
| GRUP BBR GESTIO PRIVADA SL |
| AGENCIA FINANCIERA ULLOA S.L. |
| SERCOM ASFICO AGENTES  FINANCIEROS S.L. |
| MEDA FINANCIERA S.L. |
| SERVIBAN OURENSE SL |
| INTERMEDIACION FINANCIERA RIAS  BAIXAS S.L.L |
| BNT 2008 AGENTES FINANCIEROS  SL |
| ASESORAMIENTOS FINANCIEROS  TEM 2012 SLL |
| LASTRAS AGENTE FINANCIERO SLP |
| FINANZAS NUEVA ERA S.L. |
| ZONA 4 SERVICIOS FINANCIEROS  S.R.L. |
| BUZABRIN S.L. |
| DE-TWO Y MAS INVESTMENT  SERVICES S.L. |
| COFARESA SERVICIOS FINANCIEROS  COMPLEMENTARIOS SAU |
| G S G GRUPO CORPORATIVO DE  SERVICIOS S.L. |
| BANFORTUNIA S.L |
| SOLUCIONES DE PATRIMONIO E  INVERSION S.L. |
| TABULA AGO S.L. |
| SISMOINT SL. |
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|  |
|  |

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| --- |
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| OFISFIN SL |
| ALESA CAPITAL SL |
| AGENTES XIRIVELLA SL |
| HOTRARESCON S.L. |
| VIMAGARMA A.F. SL |
| AYALA MARTINEZ MELERO SLL |
| RAUL PABLO OLMO |
| MARIA ELENA TREMPS ALDEA |
| INVERS TERRA FERMA SL |
| FINANCERES ARO S.L. |
| FRANQUICIES FINANCERES LLEIDA  S.L. |
| INVERSIONS RIBAGORÇA SL |
| SAVINGS ELX 2014 S |
| ASEMAR FINANCIERA SL |
| GESTIONES FINANCIERAS FERRER Y  GARCIA 2015 SL |
| SEMAGERA S.L.L. |
| BANEST BLANES SL |
| TRAMYGEST FINANCIERA S.L. |
| AA FF OLESA 2019 SL |
| ANPADU INVERSIONES S.L. |
| EMA VILATORRADA 2007 S.L. |
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282

#### Directors’ report

#### Banco Santander, S.A.

1. Introduction

Banco Santander, S.A. ('the Bank' or 'Banco Santander')

is a Spanish bank, incorporated as a sociedad anónima in

Spain and is the parent company of Grupo Santander or

Santander. Banco Santander, S.A. operates under the

commercial name Santander.

Banco Santander operates through a branch network

distributed in Spain and abroad.

On 7 June 2017, Banco Santander acquired the entire

share capital of Banco Popular Español, S.A.U. (‘Banco

Popular’) in an auction in connection with a resolution

plan adopted by the European Single Resolution Board

(the European banking resolution authority) and

executed by the FROB (the Spanish banking resolution

authority) following a determination by the European

Central Bank that Banco Popular was failing or likely to

fail, in accordance with Regulation (EU) 806/2014

establishing a framework for the recovery and resolution

of credit institutions and investment firms. On 24 April

2018, Banco Santander announced that the boards of

directors of Banco Santander, S.A. and Banco Popular

Español, S.A.U. had agreed to an absorption of Banco

Popular by Banco Santander. The legal absorption was

effective on 28 September 2018.

The directors’ report has been prepared based on the

accounting and Management records of Banco

Santander, S.A.

The financial information included in this directors’

report has been prepared in conformity with the Bank of

Spain Circular 4/2017 of 27 November on Public and

Reserved Financial Information Regulations and

Financial Statements Forms, and subsequent

modifications.

2. Situation of Banco Santander

Santander is a Retail and Consumer global powerhouse

and one of the largest banks in the eurozone. At 2025

year end, we had EUR 1,867,515 million in assets,

ranking first in the euro zone by market capitalization in

the eurozone EUR 147,921 million as of 31 December

2025.

The Santander Way.

Our Purpose is to help people and businesses prosper.

Our Aim is to be the best open financial services

platform, by acting responsibly and earning the lasting

loyalty of our stakeholders by being Simple, Personal

and Fair in all we do.

Thanks to the advantages provided by our network

effect, our geographic and business diversification and

our scale, over the past four years we have succeeded in

surpassing our record results year after year through our

global business model and ONE Transformation. This has

enabled us to operate more efficiently through the

operational leverage delivered by our transformation

strategy.

Within the Group, we  engage in a wide range of typical

banking activities, operations and services in order to

meet all our customers' needs. We do not merely meet

our legal and regulatory obligations but we also aim to

exceed the expectations of our stakeholders: employees,

customers, shareholders and communities. In detail:

We are committed to continuously improving the

experience of the 198,403 employees who are part of

Santander. Our goal is to attract and retain the best

talent by offering an attractive value proposition that

prioritizes personal growth, an inspiring culture and

working conditions that ensure the health and well-

being of our people through initiatives that help improve

work-life balance. Furthermore, we promote an

environment that prioritizes inclusion, where all voices

are valued and individuals feel safe and free to express

their identity, ideas and opinions.

We continue to use our listening channel, Your Voice, to

periodically assess the engagement and experience of

our professionals, which once again showed excellent

results in 2025.

283

Customer focus is an essential part our strategy. We are

a Retail and Consumer global powerhouse with 180

million customers. We continue building a digital bank

with branches to be the number one bank for our

customers. By listening to our customers' needs, we are

boosting Santander's position as their trusted financial

partner.

We continue to change and adapt to our customers'

evolving needs to offer the best products, an agile and

frictionless customer experience for daily needs and

competitive prices.

Throughout 2025, we undertook significant initiatives to

transform customer experience and strengthen our

value proposition. This was reflected in our customer

growth rates and Net Promoter Score (NPS)

improvement where we are one of the top three banks in

nine of our markets.

In addition, in the digital space, we enhanced self-service

capabilities and user experiences, by incorporating AI to

simplify and streamline processes and remove

operational burdens from our employees, enabling them

to focus on advising customers while delivering a more

personalized service.

At year end, we had 7,124 branches, including traditional

ones and other specialized centres for businesses,

private banking, universities and other customer

segments.

These physical spaces have evolved to integrate

traditional services with digital facilities. With this

approach, we continue to expand our Work Café branch

concept, through which we seek to establish

collaborative spaces, which enable native digital

customers to have a better experience and integrate

their financial transactions into their daily lives.

At the same time, customer interactions continued their

structural shift towards digital and remote services with

high user experience standards. As at 31 December

2025, we had more than 63 million digital customers

(6% more than in 2024) and 70% of our products

services are now digitally available (up from 62% in

2024).

At Santander, we appreciate the value of the human

connection that our branch network provides and are

mindful of our most vulnerable customers' needs,

responding with tailored offers, thereby increasing

customer loyalty and improving customer experience.

We are committed to creating products and services

tailored to our customers’ needs. We have adapted our

branches, products, services and channels to ensure

universal physical and digital access for people with

disabilities and older adults. In the countries where we

operate, we offer value propositions specifically aimed

at senior customers. For example, we provide tailored

products for retirees in Mexico and Argentina, services

such as SuperLinha Senior in Portugal to support older

people with limited digital skills, and third-party access

initiatives in the UK to assist older individuals who

require carers. In Spain, we provide customers in limited

access (or sparsely populated) areas access to credit and

help combat social exclusion in communities with less

than 10,000 inhabitants, maintaining our Correos Cash

agreement to provide access to cash in areas that might

otherwise have been left unattended with a non-digital

solution through rural letter carriers. In Argentina, we

have financial inclusion branches and remote agents

operating in vulnerable communities. In Uruguay, mobile

branches have been deployed across the country since

2020 to reach areas with low levels of financial

inclusion.

Additionally, within our financial inclusion programmes,

we continue to expand initiatives such as our

microfinance programmes in Latin America (Prospera in

Brazil and Colombia, Tuiio in Mexico and Surgir in Peru).

We also complement our support for financial inclusion

with financial education programmes and financial

health solutions for customers. In Spain, for example,

Santander participates in the Social Housing Fund, which

facilitates rental access for low-income individuals and

families, and we have initiatives to support groups facing

difficulties in accessing credit. In the US, we provide

loans to small businesses operating in low- and

moderate-income communities.

Thanks to all our efforts in financial inclusion, we have

achieved our goal of reaching 5 million people who

benefited from one of our financial inclusion initiatives

over the 2023–2025 period.

We also support our communities. The Group has

continued to develop programmes in the communities

where it operates to help address existing social needs.

Our support for communities focuses on education,

employability and entrepreneurship, and is

complemented by the provision of targeted financial

education and assistance for vulnerable individuals.

Moreover, we have a strong track record of backing

cultural and other social initiatives.

For our shareholders, we delivered solid financial results

in the year and met all our targets we had set for 2025.

Grupo Santander is diversified in three geographies well

balanced between mature and emerging markets, and

operates mainly in 10 core units, where it has significant

market shares. Our activities are organized under five

global businesses: Retail & Commercial Banking, Digital

Consumer Bank, Corporate & Investment Banking,

Wealth Management & Insurance and Payments.

284

3. Financial performance

3.1 Economic outlook:

In 2025, Santander operated in an environment

characterized by gradual reductions in interest rates by

the majority of central banks, as a result of declining

inflation. This occurred in a context marked by

continuing geopolitical and trade tensions. However,

despite some slowdown, the world’s major economies

maintained a good rate of economic growth. In turn,

labour markets were resilient, with unemployment rates

remaining low in more than half of the countries in

which Santander operates.

Our core regions' economies performed as follows:

Eurozone (GDP in 2025: +1.5%). The economy resisted

tariff hikes imposed by the US, as the services sector

compensated weaker manufacturing. Household

consumption improved and, after a weak start to the

year, investment showed signs of recovery in the second

half, particularly investment in intangibles. Performance

was mixed by country, with most of the momentum

coming from Ireland, which grew by more than 10%,

compared to Germany, among others, whose economy

only increased 0.4%. Inflation fell within the European

Central Bank’s (ECB) target, which led to reductions in

interest rates to 2% in June, a level estimated to be

within the neutral range for the economy.

Spain (GDP in 2025: +2.8%). Spain recorded growth well

above that of the eurozone driven by domestic demand.

Household consumption remained robust, supported by

strong job creation and population growth resulting

from immigration. The investment component grew the

most in the year, especially in equipment. On the other

hand, foreign trade hindered growth: goods exports rose

slightly and services exports moderated while imports

grew well above. Inflation ended the year at 2.9%, with

service prices accelerating at the end of the year and

growing above 3.5%.

To complete the information with the performance

indicators of the rest of geographies where the Group is

present, see the Consolidated Directors’ Report.

3.2 Balance sheet and results:

Banco Santander, S.A. is the Parent Bank of a financial

group that operates in different countries through

different businesses therefore its financial statements

not only reflect its commercial activity in Spain, but also

the activity derived from being the head of the Group.

This last aspect makes it difficult to analyse its evolution

without distinguishing the results obtained from the

commercial activity from those more directly related to

its holding nature.

In 2025, commercial activity remained solid, supported

by strong new customer acquisition during the year,

improved customer engagement and higher digital

adoption, with 78% of our products and services digitally

available. We also increased our market share in

payrolls, pensions and Bizum registrations.

With regard to the statement of financial position, as at

31 December 2025 the Bank’s total assets amounted to

€836,783 million, representing an increase of 5.28%

compared with the previous financial year.

Loans and advances to customers stood at EUR 354,675

million at year-end, representing an increase of 8.90%

compared with the previous year, driven by growth in

consumer lending, corporate loans and wholesale

banking.

Customer deposits stood at EUR 437,657 million at

year-end, reflecting an increase of 12.01% compared

with the previous financial year. Demand deposits rose

by 5.14%, while time deposits increased by 25.16%,

showing growth in both individual and corporate

customers.

Net interest income amounted to EUR 6,502 million in

2025, 5.97% lower than in the previous financial year,

negatively impacted by interest rate developments. This

was partially offset by the strong pace of activity, which

led to growth in the loan and customer deposit balance

sheet, as well as by the increase in the portfolio of debt

securities.

Income from equity instruments totalled EUR 6,691

million in 2025. This line includes dividends received

from the Group’s subsidiaries.

Net fee and commission income increased by 7.35%

compared with 2024, reaching EUR 3,140 million, with

growth in investment fund fees standing out.

Net gains on financial transactions (including exchange

differences) amounted to a profit of EUR 873 million,

compared with EUR 918 million in the previous financial

year, reflecting higher market results in wholesale

banking.

General administrative expenses (personnel expenses

and other administrative expenses) amounted to EUR

5,419 million, an increase of 2.38%, with increases

arising from inflation and the collective labour

285

agreement mitigated by efficiency measures in the retail

banking business.

Net impairment losses on financial assets amounted to

EUR 1,162 million in 2025, representing 0.26% of

financial assets at fair value through other

comprehensive income plus financial assets at amortised

cost.

Impairment of investments in joint ventures or

associates and of non-financial assets totalled EUR

1,485 million in 2025, while losses on non-current

assets held for sale amounted to EUR 34 million.

Distribution proposal of the Bank’s profit

The board applied the current shareholder remuneration

policy to the 2025 results. This policy sets a target to

distribute approximately 50% of the Group's net

reported profit (excluding non-cash, non-capital ratios

impact items) split almost evenly between cash

dividends and share buybacks.

Additionally, on 5 February 2025, Banco Santander

signalled its objective to allocate up to EUR 10 billion to

share buybacks in relation to the 2025 and 2026 results,

as well as expected capital excess. As part of this target,

on 5 May 2025 Banco Santander announced its intention

to distribute approximately 50% of the capital that will

be released upon completion of the sale of its 49% stake

in Santander Bank Polska S.A., through a share buyback

of approximately EUR 3.2 billion in early 2026 and that,

as a result, it could exceed the EUR 10 billion target.

Upon announcing the agreements to acquire TSB and

Webster on 1 July 2025 and 3 February 2026

respectively, Banco Santander confirmed its goal to

distribute at least EUR 10 billion in share buybacks with

regard to the 2025 and 2026 results and excess capital.

Interim remuneration.

On 30 July 2025, the board resolved to execute the First

2025 Buyback Programme worth up to EUR 1,700

million (equivalent to approximately 25% of the Group's

net reported profit in H1’25).

On 30 September 2025, the board resolved to pay an

interim cash dividend against the 2025 results of 11.5

euro cents per share entitled to the dividend (equivalent

to approximately 25% of the Group's net reported profit

in H1’25), which was paid from 3 November 2025.

Final remuneration.

Under the 2025 shareholder remuneration policy:

On 3 February 2026, the board of directors resolved to

implement the Second 2025 Buyback Programme worth

up to EUR 5,030 million and for which the required

regulatory authorization had been obtained. The

programme started on 4 February 2026. Under the

shareholder remuneration policy in relation to the 2025

results, 1,830 million euros of the Second Buyback

Programme correspond to c. 25% of the Group’s

underlying profit for the second half of 2025. The

remaining amount corresponds to an extraordinary

buyback of 3,200 million euros, equivalent to

approximately 50% of the CET1 capital generated in

January 2026 following completion of the sale of 49% of

Santander Bank Polska to Erste Group.

On 24 February 2026, the board of directors resolved to

submit to the 2026 AGM the approval of a final cash

dividend in the gross amount of 12.5 euro cents per

share entitled to dividend. Subject to AGM approval, the

dividend will be payable from 5 May 2026.

Once these actions are completed, total shareholder

remuneration in relation to the 2025 results will be EUR

7,050 million (approximately 50% of the Group's 2025

net reported profit, excluding non-cash, non-capital

ratios impact items), split almost evenly between cash

dividends (EUR 3,520 million) and share buybacks (EUR

3,530 million). We have estimated these amounts on the

assumption that, as a result of the partial execution of

the Second 2025 Buyback Programme, the number of

outstanding shares entitled to receive the final cash

dividend will be 14,568,470,446. Therefore, the final

amount may be higher if fewer shares than planned are

acquired in the Second 2025 Buyback Programme;

otherwise, it will be lower.

See more information in section 9.2 Dividends and

shareholder remuneration.

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4. Trend information

This directors' report contains prospective information

on the directors’ plans, forecasts and estimates, which

are based on what they consider to be reasonable

hypotheses. Readers of this report should take into

account that such prospective information must not be

considered a guarantee of our future performance as the

plans, forecasts and estimates are subject to numerous

risks and uncertainties, our future performance may not

match initial expectations. These risks and uncertainties

are described in note 50 of the financial statements.

We expect a mixed performance in 2026, depending on

the region or country. A slight economic slowdown is

expected in Brazil and the UK, while the US, the

eurozone and Mexico are expected to recover

moderately. The global outlook is uncertain due to

geopolitical and trade tensions. Inflation is expected to

continue to slow in most countries, converging towards

the central banks' targets, although it is likely to do so at

different rates between regions. Central banks such as

the Fed are expected to complete their rate-cutting cycle

in 2026. Significant changes in the unemployment rates

are not expected, with most labour markets remaining

resilient.

Our macroeconomic forecast for 2026 by country/

region is as follows:

Eurozone

The eurozone is expected to experience a cyclical

recovery in 2026, supported by the ECB's interest rate

cuts since mid-2024 and fiscal policy initiatives,

particularly increased spending on infrastructure and

defence in Germany. Inflation is expected to remain in

line with the ECB’s 2% target, underpinned by wage

moderation, leading to a gradual reduction in service

inflation, which was more persistent in 2025. In the

medium term, the euro area faces the challenge of

achieving sustainable economic growth, through policies

that boost the domestic market, regulatory

simplification and the strengthening of capital markets.

Spain

We expect economic growth to remain dynamic,

although at a slightly lower rate than in 2025. Domestic

demand will continue to be a main driver, supported by

strong household consumption, while investment, the

sector that grew the most in 2025, will benefit from the

allocation of European funds before August 2026.

Growth in external demand is expected continue to slow

as imports, boosted by strong domestic demand, are

expected to outpace exports. We expect job creation to

continue, with the unemployment rate declining further

towards 10%, despite the rise in active population.

Inflation is expected to gradually converge towards the

ECB's target, as the services sector is proving to be

sticky.

See more information in the Consolidated Directors’

Report.

287

5. Sustainability information

This Statement of Non-Financial Disclosures of Banco

Santander, S.A., which is part of the Individual Directors'

Report, contains the non-financial disclosures set out in

the Consolidated Directors' Report of Grupo Santander

together with other material, pertinent, useful and

comparative information on Banco Santander, S.A. that is

appropriate to aid the an understanding of the trends,

results, status and impact of the activities of Banco

Santander, S.A., including information on matters of the

environment, society, human rights, the fight against

corruption and bribery, and personnel.

When drawing up the non-financial information

contained in this Statement of Non-Financial

Disclosures, we considered the double materiality

assessment that the Group conducts, based on the

Corporate Sustainability Reporting Directive (CSRD).

#### General information

Banco Santander, S.A.’s purpose is to help people and

businesses prosper. Our five sustainability pillars are:

1. Help our customers in meeting their goals in their

transition to a low-carbon economy while also

managing climate-related risks and impacts.

2. Help our employees develop by promoting an

inclusive culture and learning and providing fair

working conditions.

3. Contribute to the economic, financial and social

development of our communities, with a special

focus on education, employability and

entrepreneurship.

4. Be a trusted partner to our customers, with products

and services that adapt to their needs, while applying

responsible practices, supporting their financial

inclusion, and protecting their information.

5. Act responsibly through a strong culture, governance

and conduct.

The Group's board of directors is responsible, among

other things, for approving the sustainability agenda and

setting the sustainability strategy.

The responsible banking, sustainability and cultural

committee (RBSCC) assists, among other matters, in the

development and implementation of the Group's

sustainability strategy and responsible business policies,

in support of the board of directors, through monitoring,

supervision and evaluation of these.

Additionally, other committees analyse specific

sustainability matters. The audit committee is

responsible for overseeing and assessing the financial

and non-financial reporting process, as well as the

internal control systems. The Group has implemented an

Internal Control System that complies with the most

demanding international standards.

The main internal regulations that support the

integration of ESG criteria into our business model are:

Responsible banking framework

Establishes responsible banking as a strategic issue for

Santander and is directly applicable in all local units.

Corporate financial, management and sustainability

accounting and reporting framework

Sets out the principles, guidelines and actions to prepare

accounting, financial and management information, as

well as sustainability information, that must be applied

to all the Group's entities as a fundamental element for

their good governance.

Responsible banking policy and sustainability

Describes our sustainability principles, objectives and

strategy to generate long-term value for our

stakeholders, including the protection of human rights.

Responsible banking model

Establishes the roles and responsibilities of the first,

second and third line of defence for all sustainability

activities to progress the sustainability agenda, embed

ESG standards and achieve our objectives.

In addition to these rules, which apply to all the Group’s

units and businesses, we have policies on responsible

employee practice, responsible customer practice,

donations, and business conduct.

With regard to risk management, the identification of

non-financial risks associated with our activity is a

priority for Banco Santander. The bank has implemented

processes for their identification, analysis and

assessment in those transactions subject to the Bank’s

policies and to external commitments such as the

Equator Principles, an initiative to which Banco

Santander has been a signatory since 2009.

In Spain, we are a member of Forética, the Spanish

Association of Sustainable Growth, and Fundación

SERES.

In 2025, we maintained our position in MSCI (AA) and

Leadership level in CDP (score changing from A to A-).

We scored 9.9 points in Sustainalytics, improving to

‘Negligible Risk’ category, and remained in the C+

category in the bi-annual ISS assessment.

#### Information on environmental matters

Strategy

Santander's climate strategy is based on three

fundamental pillars:

1) Supporting our customers in their transition goals. We

are making headway with our target of raising or

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facilitating EUR 220 billion in green finance between

2019 and 2030, after having achieved our EUR 120

billion target eighteen months early. By year end this

figure reached a total of EUR 174 billion. We offer our

customers guidance, advice and specific solutions, as

well as a wide range of products to invest in according to

their sustainability preferences. Additionally, in March

2025, we reached our target of EUR 100 billion in assets

under management (AUM) in socially responsible

investment (SRI) nine months early. By year end this

figure reached a total of EUR 129.9 billion.

2) Embedding ESG in risk management. We embed

climate, environmental and social aspects in risk

management from a regulatory and control perspective,

including a materiality assessment that feeds into our

double materiality assessment and sustainability

strategy.

3) Aiming to align our activity with the Paris Agreement

Goals. We work aiming to align our portfolio with the

Paris Agreement goals to help limit global warming. We

either set sector portfolio alignment targets or portfolios

under monitoring. We closed 2025 with six targets in

five sectors, additional portfolios under monitoring and

an alignment approach for our asset management

activity. The management of these targets and portfolios

under monitoring, in line with the rest of the IROs, is

carried out in accordance with local law and regulation in

the markets where we operate. Their update and

evolution reflect the present and expected performance

of the economies and customers we serve. In our own

operations we continue to reduce our impact on the

environment by implementing efficiency measures,

achieving in 2025 our target of 100% renewable

electricity in our main markets.

Our 2025 highlights are:

– Grupo Santander has been a leader in renewable

energy financing for more than 10 years. In 2025, we

were among the top banks in number of transactions

and value of business globally, with 100 transactions

closed and a market share of 5.6% according to

Infralogic. In Retail & Commercial Banking in Spain,

sustainable finance value and services offering

includes green and social loans, sustainability-linked

loans, public programmes such as ICO Green

Recovery and Resilience Mechanism (preferential

financing for renewables, energy efficiency, electric

transport, circular economy or social housing) or

agreements with MDBs (EIB, EIF). We have also

expanded our non-financial ESG services: carbon

footprint offsetting tools, sustainability reporting

guide, advisory for decarbonize real estate assets,

new partnerships to support customers monetizing

energy saving certificates (CAEs), and new ESG

advisory service for SMEs. For individuals, we offer

UPLs for sustainable purposes (vehicles, retrofitting

works, among others) at a discount rate and an

energy efficiency simulator.

– Santander in Spain embedded sustainability culture

across its commercial networks through dedicated

training and sustainability ambassadors.

– Santander Consumer Finance (SCF) continued

increasing electric vehicle lending, with a market

share in Europe of 10% (above the total Auto market

share off 8%).

– In 2025,  97% of the cards we purchased at Group

level were manufactured with sustainable materials

(recycled PVC/PLA) and we continued to make

progress in offering solutions to our customers to

calculate their carbon footprint based on the

payments they make with their cards, as well as

initiatives to offset it. Santander España offers its

customers the option to deposit expired or damaged

cards at an ATM, triggering a recycling process

through which the cards are transformed into urban

street furniture benches. Since its launch in 2023,

Santander has donated 167 benches made from

recycled cards to various public institutions in cities

such as Valencia, Malaga, Seville, Santander and

Astorga. In 2025, Santander España delivered these

benches to the municipalities of Paiporta, Catarroja

and Aldaia, demonstrating its commitment to the

recovery of areas affected by flooding caused by the

DANA weather event.

Climate risk management

Managing climate and environmental risk factors is

fundamental to strengthening the resilience of our

strategy and business model to climate change.

To improve resilience, we embed climate and

environmental risk factors in the phases of the risk

management cycle where we analyse our own facilities

and customer financing. We also include the risks

associated with these factors in our policies, procedures,

tools, metrics, governance and culture.

We embed climate and environmental factors in risk

management based on defined climate scenarios and

time horizons and though a process that covers

identification, planning, assessment, monitoring,

mitigation and reporting.

Paris Agreement alignment

Our 2025 highlights are:

– We continue working to align our key portfolios; we

also disclosed emissions for our mortgages and

commercial real estate portfolios in Portugal, in

addition to those of Spain and the UK.

– We continued managing our own operations' scope 1

and 2 emissions', with reductions plans and

offsetting remaining ones; and we kept our offices

and buildings in our core markets free of single-use

plastics to meet our target.

We continue working towards our ambition of net zero

carbon emissions by 2050 by progressively setting

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specific actions regarding the footprint of our own

operations and to support our customers in their climate

objectives, prioritising the high-emitting sectors - which

also bear high and very high transition risk according to

our climate heatmap. We also focus on energy security

and affordability.

We set targets for the wholesale segment in the power

generation, thermal coal, oil & gas, steel and on the

automotive sector from two perspectives: auto

manufacturing (wholesale segment) and auto lending

(consumer loans for the purchase of passenger cars in

Europe).

We update our strategy and targets to incorporate the

latest scientific insights and changes in local regulation.

During 2025, Santander updated its climate alignment

targets. We wanted to ensure these remain credible and

consistent, while reflecting the real pace of transition

across the economies in which the Group operates. Five

years after establishing our first targets (all the details

described on the following pages), this update refined

the scope, metrics and scenarios to reflect better our role

as a facilitator of the transition, as well as how external

factors (especially public policy) determine the pace of

the transition.

In addition to alignment targets, we monitor other

climate-relevant portfolios such as the  commercial real

estate (CRE) and mortgages in Spain. Santander España

has been monitoring financed emissions in residential

mortgages since 2021 and in CRE since 2022.

As at December 2024, our residential mortgage

portfolio, which amounts to EUR 59.37 billion, had an

emissions intensity of 21.03 kgCO₂e/m² and a PCAF

score of 4.0. Our CRE portfolio, with a scope of EUR 7.18

bn, had an emissions intensity of 21.58 kgCO₂e/m² and a

PCAF Score of 4.1.

In Spain, the national energy and renovation plans,

together with the revision of energy performance

certificates (EPCs), aim to boost private investment in

the energy refurbishment of buildings. In this context,

Santander Spain supports its residential and commercial

customers through preferential financing (including EIB,

EIF, InvestEU, EIB and MRR Verde lines), loans for energy

refurbishment, support for homeowners’ associations,

simulation tools and specialist advice (such as

agreements with CBRE and CAE management), while

maintaining an active dialogue agenda with national and

European authorities to promote reliable data,

centralised registries and support mechanisms that

ensure a just transition.

Regarding our own operations, we publicly report data

on our direct and indirect emissions (scopes 1, 2 and 3),

as well as other climate-relevant metrics such as energy

consumption. In 2025 for the first time, Grupo Santander

has achieved 100% renewable electricity.

Collaboration and global engagement

Initiatives with other companies and governments can

help us share best practices and accelerate progress.

Santander Group takes part in various organisations,

alliances and working groups; we collaborate with

international and local stakeholders (sector associations,

think tanks, universities, peers and others) to advance

global and corporate objectives, in line with SDG 17

(Partnerships for the Goals).

We also work with leading organisations to strengthen

the role of banks in managing climate change and

nature, such as the World Economic Forum, UNEP FI, the

Banking Environment Initiative, the Partnership for

Carbon Accounting Financials (PCAF), the TNFD Forum,

the Energy Efficiency Financing Coalition and Carbon

Measures. In Spain, we advocate for public policy that

supports climate transition (MITECO, MIVAU, Energy

Efficiency Coalition, or other European bodies) and our

financial institution’s role as enablers.

#### Information on social and employee-related matters

We attract and retain the best talent by:

I. offering an attractive employee value

proposition that offers real opportunities to

grow and harness potential; innovative ways of

working; projects that inspire; and a shared

culture;

II. providing optimal conditions that safeguard

employee health and well-being, with fair and

competitive remuneration and initiatives that

afford a better work-life balance; and

III. promoting an inclusive and meritocratic culture

where everyone feels valued.

In Spain we were recognized as best bank to work in

Spain by Top Employers Institute, being the 3rd company

at national level.

Talent and skills development

As at 31 December 2025, Banco Santander had 34,142

employees in Spain, of which 46% are women and 54%

are men. 99.4% of contracts are permanent, the gender

pay gap at the end of 2025 was 26%, and pay equity

remains below 1%, achieving our 2025 target two years

early. In Spain, the percentage of employees with some

type of disability stands at 1.7%.

Attracting talent

Our talent attraction strategy focuses on positioning

ourselves as an employer of choice. In 2025, we

welcomed 27,872 new employees to the Group.

We launched several automation and artificial intelligence

projects as part of our talent attraction and selection. They

aim to boost operational efficiency and optimize the

candidate experience, while reducing human bias and

basing pre-screening primarily on skills and experience.

290

We also launched new editions of three global graduate

programmes through which over 330 early-career

professionals joined our global businesses: Corporate &

Investment Banking, Wealth Management & Insurance,

and Retail & Commercial Banking.

These initiatives seek to attract and develop talent globally,

highlight the Group’s digital transformation, foster entry

into the labour market through internship and first-

employment programmes for graduates, and strengthen

our employee value proposition.

Talent management

We offer programmes and experiences for our

employees’ personal and career development:

• Development programmes adapted to

different levels and businesses within the

organization.

• Temporary and permanent domestic and

international mobility and functional

experiences.

• Training based on lifelong learning.

Developing talent potential

Our review model enables us to delve deep into the

skills, expertise and aspirations of some 110,756

employees. It also means we can draw up personal

development plans based on each person’s needs.

We developed a leadership profile and a common

leadership assessment methodology to foster

transformational and collaborative leadership that aligns

with our strategy; and to gain deep, objective and

comparable knowledge of our leaders. This also enables

us to support their development and make key decisions

for the Group.

Mobility matters

Our global international mobility policy, which the

human resources committee approved (by decision of

the Group board), is an essential employee development

tool, with the objective of contributing to the

development of talent in the Group; strengthen

succession plans; attract external talent; encourage a

global mentality; facilitate international movement to

satisfy business needs; and share — in a transparent

manner — mobility standards with our workforce.

Learning and development

At Santander, developing our people’s capabilities is key

to executing our strategy and accelerating the

transformation of Grupo Santander. Our global learning

and development policy establishes  the framework

governing all our actions in this area. Our goal is to

ensure that all employees are future-ready by providing

access to high-quality, relevant and personalised

learning experiences, while fostering a culture of

accountability and continuous learning.

During 2025, our digital learning ecosystem, Dojo,

continued to grow at a global level. That year 176,010

employees accessed our global learning systems, with

content aligned to their profiles, roles and development

needs. Powered by artificial intelligence, Dojo enables

each employee to progress at their own pace in

developing critical skills, promoting individual growth,

and supporting the Group’s strategic priorities.

Global learning community for leaders

The aim of Elevate is to equip our senior directors with

the means to lead their teams and achieve their strategic

objectives.

Its fully digital format enables directors to sign up to

development programmes that are organized into

Learning Paths (People, Tech, Strategy and Change) that

address the critical skills needed to lead the Group’s

transformation.

Future-ready talent

In 2025, 170,360 employees received training in

technology, banking, human and other key skills, which

are essential for a sustainable, diverse and high-

performing organization.

In line with our global learning strategy, we aim to

maintain a balance between scalability and adaptation

to the specific needs of each profile and market. We

embed common frameworks with adaptable solutions,

foster a culture of continuous learning, and promote the

translation of acquired knowledge into real impact.

Mandatory training and promotion of sustainability and

responsible banking

Mandatory training continues to prove a key lever for

strengthening our corporate culture and ensuring

regulatory compliance in every market. In 2025, our

employees completed training in 13 topics that the

global compliance committee approved, including

sustainability, code of conduct, cybersecurity, financial

crime prevention, data protection, and inclusion. Each

subsidiary supplemented this training with content

tailored to local legislation and business needs. In Spain,

we count with certificates in Sustainability (intermediate

or advanced level), specific training in sustainable

finance, ESG investment trends, or sector-focused ESG

risk analysis. As well, there is a specific site available in

the employee portal with further sustainability-related

training. In addition, training is provided on serving

vulnerable groups and on digital accessibility.

We also continue to make progress in sustainability-

related training. Our Retail & Commercial Banking teams

took part in sustainable finance learning pathways that

country-specific modules complemented. Moreover,

employees completed training on the practical

integration of ESG standards in their day to day. The

Board of Directors received specific training on recent

regulatory developments in sustainability, including the

implementation of the Corporate Sustainability

3 Adherence to global policies is monitored in 18 of the countries with the largest number of employees, which  account for 98.5% of  Santander’s Group

workforce.

4 In total 9,834 unique employees (4.8% of Santander's total workforce) exercised their right to parental or family care leave in 2025. By gender, this accounted

for 5.92% of our women employees and 3.62%  of our male employees.

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Reporting Directive (CSRD) and the European Banking

Authority (EBA) guidelines on the management of ESG

risks.

We will continue to invest in developing our employees’

skills, curiosity and growth so they can lead Santander’s

transformation and contribute to a more responsible,

sustainable and future-ready organization.

Working conditions

Employee health and well-being

Our support for  employees’ health is embedded in our

culture and corporate strategy, under which our people

and senior managers work together to protect and

promote each other’s health, safety and well-being.

Based on our strategy, we:

• implemented safety and prevention systems;

• launched proactive initiatives to boost the

overall well-being of employees;

• fostered a safe and supportive working

environment when it comes to health; and

• offered flexible work alternatives to enhance

work-life balance.

Our General health, safety and well-being policy aims to

promote a healthy lifestyle and create long-term value

for employees and society. It applies to all our

subsidiaries and follows local laws in the markets where

we operate to the letter.

a) Occupational health

The sector-level collective agreements that we sign up

to consider employee health and occupational risk

prevention.

We offer regular medical check-ups and tests after

extended absences in every market where we operate.

We also work with local public health authorities,

employees’ legal representatives and occupational risk

insurers. Employees in our main countries are covered

under occupational health and safety systems and

policies in compliance with local risk prevention

standards and best practices. 3

We revised our occupational risk prevention plans with

employees' councils through:

• regular assessments of risk factors and

preventative measures to handle or mitigate

them;

• prevention through design in new workspaces

and tools;

• procedures regarding safe and quality working

conditions and certifications;

• emergency and evacuation plans to protect

employees, customers, suppliers and visitors to

our facilities, including emergency response;

first aid training;

• measures to detect and minimize risk due to

postural hygiene;

• accident investigation to avoid reoccurrence;

and active participation of employee accident

prevention delegates in health and safety

committees

b) Well-being

We aim to raise awareness about health and well-being

through our global BeHealthy programme, which

celebrated its ninth year in 2025.

In 2025, we updated this programme to align it with best

practices in health and well-being; and with the concept

of circular health. The programme is now structured

around four pillars: physical, mental, social and financial

well-being. Over 50,000 employees took part in local

BeHealthy initiatives across the Group during the year.

In 2025, Santander Spain assumed the Presidency of the

Fundamentales Alliance, promoting mental health and

psychological safety in the workplace through cross-

company collaboration and the strengthening of

inclusive and responsible leadership

c) Work-life balance

Santander promotes employee work-life balance.

Employees across all companies are entitled to parental,

adoption and newborn care leave, and leave to care for

family members is also widely available. In 2025, 8,208

employees took paternity, maternity or adoption leave

and 1,778 took other family care-related leave. 4

In recent years, in line with digital transformation and

societal change, Santander has maintained policies and

arrangements that support flexi-work for its employees.

Currently, a high percentage of corporate centre

employees can now adapt their working hours and

location to fit with their personal circumstances. This

includes working remotely or adjusting their entry and

exit times. These measures are continuously reviewed at

team level, taking into account customer needs,

productivity, and employee engagement and experience.

d) Social protection

At Santander we offer our employees protection against

a loss of income due to sickness, accidents at work,

acquired disability and paternal leave.

5 These rules are monitored in 18 countries, which account for 98% of employees in locations where  trade union representation may exist in accordance with

local rules (by company, location or individual membership). In those countries except for the UK, where data on trade union membership cannot be disclosed,

65% of our employees have union representation.

6 Other remuneration that complements our employees’ salary: benefits, pensions, other fixed pay, incentives, and short or long-term variable remuneration.

292

Our employees have public or private protection for loss

of income due to sickness or acquired disability

according to local regulation. On top of public health

services, we offer additional private cover in our core

markets, under which employees usually receive full pay

during periods of sickness.

Because employee care and respect for their rights are

important to Santander, 98% of our workforce have a

permanent contract. In every market, employees have

coverage against loss of income due to unemployment,

in compliance with applicable local laws and regulations.

Our employees have appropriate pay protection in the

event of an occupational accident. In Spain and other

countries, we supplement the financial benefit they

receive up to their entire salary in situations of

temporary disability.

The Group has a minimum standard in each unit of fully

paid parental leave. All employees are entitled to a

minimum of 14 and up to 52 weeks of paid maternity or

adoption leave for the primary caregiver. The secondary

caregiver is generally entitled to a minimum of 4 weeks

of fully paid paternity or adoption leave. As a result of

these inclusion measures and flexible return-to-work

arrangements, 74% of women continue working at

Santander 12 months after returning from birth,

adoption or pregnancy-related leave.

Our employees have retirement coverage through public

or private pension schemes in every market where we

operate. Santander supplements this with defined

contribution pension plans for our employees in our core

markets.

e) Collective bargaining and social dialogue

Santander promotes respect for the rights of employees.

including freedom of association and the right to

collective bargaining. Our Responsible banking and

sustainability policy considers forming or joining unions

and other representative bodies a basic right of workers,

in accordance with Article 10 of our General Code of

Conduct.

We also encourage respect for freedom of association,

trade unions, collective bargaining and protection for

employees’ representatives under the laws of each

market where we operate 5. At 2025 year end, 129,875

employees worked at premises or in companies with

union representation.

We continued to promote and comply with the

International Labour Organization’s Fundamental

Conventions and have a European business council that

meets regularly — Group senior managers and

employees’ legal representatives in Italy, Poland,

Portugal, Spain, the UK and other European countries

attend. At the meeting held in May 2025, participants

shared information on the Group’s economic and

financial situation, outlook and overall results in the

European Union, as well as other current topics related

to sustainability, compliance, cybersecurity and artificial

intelligence.

We also remained in constant dialogue with employees’

legal representatives in bilateral and special committee

meetings in our markets where all parties could discuss

reporting, queries and negotiations about working

conditions and employee benefits. We reached key

agreements in our core markets in 2025, including

committees on occupational health and safety,

monitoring of gender balance plans in alignment with

local regulations,, control of pension plans, training,

updates to collective bargaining agreements, and also

other bilateral meetings with union representatives.

Notable outcomes of collective bargaining include the

signing of equality plans, such as the equality plan for

Santander Global Technology and Operations, and the

Group equality plan that applies to 15 companies in

Spain.  Moreover, the collective procedures carried out

during the year were conducted by consensus with

employees’ legal representatives.

Remuneration and corporate benefits

a) Appropriate remuneration

Our remuneration framework combines fixed and

variable pay schemes based on the performance of

employees and the Group.

Our remuneration and performance policies, as well as

our General Code of Conduct, forbid differential

treatment that is not based on a review of performance

and corporate behaviours. It also promotes appropriate

pay.

Specifically, the remuneration policy lays the

foundations for non-discriminatory practices (related to

performance and internal consistency), as well as the

principles, processes and criteria for granting fixed and

variable remuneration to create long-term value through

risk management.

To set pay, we strictly abide by the practices, regulations

and collective agreements in force in each market where

we operate.

All Santander employees receive a salary equal to or

higher than the legally established minimum in each of

our markets and we comply with all local legislations

and applicable collective agreements. Almost all

employees (96%) receive other forms of remuneration 6

that supplement their salary.  This demonstrates our

pledge to provide fair, competitive remuneration and the

appropriate combination of fixed and variable pay.

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7 Climate targets account for 2% of executive directors’ total remuneration, while sustainability targets account for 7%.

8 Measured with the EPG - equal pay gap ratio, which compares the average remuneration between men and women who perform similar tasks. 2025 result for

the entire Group.

9 Employees who did not take part in MyContribution were new hires, employees of joint ventures, and employees in some customer service, debt recovery and

contact centre roles who are subject to similar performance management schemes but with shorter and more continuous cycles due to the nature of their

work. Among employees at year-end, 78,076 women (76% of the total number of women in our workforce at year-end) and 77,165 men (81% of the total

number of men). Due to statistical significance, we don't inform other gender percentages. In 2024, the employees with performance review was 177,081.

10 Including Group Sr.Executive VP, Executive VP, VP, Director, Manager, Expert and Branch Manager. Joint ventures are not included in this ratio due to their

temporary nature and joint management (they represent only 1.7% of our workforce).

11 At year-end 2024, the Group employed 4,828 people with disabilities, representing 2.3% of the total workforce. As in previous years, we follow local

regulations for the calculation and recognition of employees with disabilities. In most countries, disabilities are recorded at the employee's request with the

support of a certificate issued by social services (e.g. degree and date of disability).

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All our businesses and subsidiaries have short-term

variable remuneration schemes to reflect what we have

accomplished and how, according to Group-wide

quantitative and qualitative goals as well as individual

and team goals, behaviour, leadership, sustainability,

commitment, growth and risk management. These

schemes promote meritocracy, recognize individual and

team contributions, and promote employee growth and

well-being. Our executive directors’ variable pay, which

aligns with our sustainability goals, includes achieving

our sustainability and climate targets as part of its

weighting 7.

In 2025, we paid EUR 13.6 billion in employee wages

and benefits.

Reflecting EU regulation on remuneration and to

manage risk correctly, we identified 1.336 employees

who are subject to a deferred variable pay scheme

because their decisions can have a material impact on

Santander's results. The majority of them are subject to

a deferral policy of a significant portion of their variable

pay (ranging from 40% to 60% depending on their level

of responsibility) for four to five years, which is paid out

at least 50% in shares and the rest in cash, and is subject

to possible reduction (malus) or recovery (clawback).

b) Equal pay

Our remuneration practices promote non-discriminatory

salary management in terms of gender and equivalent

remuneration, especially in cases where employees

perform the same or similar work (equally remunerated

for equal work or work of equal value).

The gender pay gap between women and men who

perform similar functions remains below 1%, in line with

market remuneration practices and consistent with the

trend observed in recent years 8. In certain units we

continue to review the pay equity  regularly and make

adjustments where necessary.

We also analysed the overall gender pay gap (GPG),

which compares median remuneration for all men and

women, and which stood at 26% in 2025 (up 4.5 pp in

the past three years).

To measure the suitability and acceptance of our

policies, we consult employees across the Group, whose

perceptions of recognition and meritocracy are

consistent with recent levels of employee acceptance

and the competitiveness of our remuneration plans.

c) MyContribution

MyContribution is our global performance management

model.

In the last financial year, 155,249  (78%) 9 of the

employees had their performance reviewed under this

model in 2025.

Inclusive culture

An inclusive culture is an essential pillar of our strategy

and corporate culture, as well as a cross-cutting principle

in the Group’s management.

Through this approach, we promote merit, equal

opportunity and inclusion, driving the best diverse talent

and ensuring compliance with local regulations, in line

with international standards of conduct and responsible

business practices.

Gender

Women account for 52% of our total workforce at Group

level (46% in Spain), a figure that has remained stable. In

2025, 51% of new hires at Group level were women.

40% of Banco Santander’s board of directors are women,

in line with our objective to maintain a balanced

representation between 40% and 60%, which will also

become a legal requirement in some jurisdictions from

2026.

With this approach, we expect to progress gradually and

sustainably towards gender balance, moving closer to

c.40% of our senior leaders being women by 2030 10. In

2025 38.5% of our senior leaders were women and

61.5% were men.

Persons with disabilities

We strive for the successful inclusion of our 4,854

employees with disabilities in the Group, which

represents in Spain a total of 1.7% 11.

In at least eight of our markets where we operate, and

with over 1,000 employees, legislation requires the

inclusion of people with disabilities. We comply with

these regulations and reinforce them through active

inclusion, accessibility and awareness policies.

Diversity in other groups

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12 LGBTIQ+: Lesbian, gay, bisexual, transgender, intersex, and other identities. In 12 of the countries in which we operate, employees have the right to report their

gender identity,  subject to applicable confidentiality rules and appropriate handling of information.

13  Consider race and ethnicity, colour, sex, sexual orientation, gender identity, disability, age, religion, political opinion, national or social origin, among others.

14 The Universal Declaration of Human Rights, the International Labour Organisation Declaration on Fundamental Principles and Rights at Work, the United

Nations Guiding Principles on Business and Human Rights, the OECD (Organization for Economic Cooperation and Development) Due Diligence Guidance for

Responsible Business Conduct, and others.

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We monitor the representation of ethnic groups in four

of our core markets, where this topic is material and

regulated (United Kingdom, United States, Brazil and

Chile). Employees who identify themselves as part of

these groups account for over 32.2% of the total

workforce, which is consistent with the ethnic and racial

make-up of those markets.

Among employees who have voluntarily chosen to share

information related to their identity or sexual orientation,

2.2% identify as part of the LGTBIQ+ community.  12

Building an increasingly inclusive and engaged

environment

We promote an inclusive working environment that is

free from harassment and discrimination 13 and where

every individual is valued and respected. In 2025, 60,126

employees completed trainings on harassment

prevention and 87,004 in unconscious bias, which we

updated in line with the Global protocol against

discrimination and the General Code of Conduct, which

provide a common framework for respect, fairness and

ethical behaviour. When we ask our employees whether

they feel they can be themselves at Santander, the

results are consistently high across different groups,

confirming an inclusive environment.

#### Information on upholding human rights

Santander seeks to respect and protect the human rights

of stakeholders in the operations and countries where it

operates, and these are reflected in management and

governance practices.

• The responsible banking and sustainability

policy approved by the board of directors

incorporates defence of human rights.

• looking after our employees’ health and

promoting decent employment, the

preservation of freedom of association and

collective bargaining and the prohibition of

slavery and child labour.

• protecting our customers’ human rights

through responsible business practices and the

protection of their data.

• assessing the human rights impact on

transactions with customers through

environmental and social (E&S) analysis.

• embedding environmental and social aspects,

including human rights, in our supply chain

management.

• Canal Abierto is a key tool to identify, manage

and resolve potential human rights-related

incidents or violations to protect our customers,

employees, suppliers and the communities we

serve.

The results of the human rights due diligence exercise

informed the 2024 double materiality assessment. This

exercise was carried out in line with international

standards 14, including measures related to labour rights,

customer protection and responsible business conduct in

relevant activities. For more details on our human rights

due diligence, visit the website santander.com/en/our-

approach/policies.

#### Information on anti-corruption

Grupo Santander is firmly committed to the fight against

financial crime and compliance with financial crime

prevention regulation in every market where we

operate.

Our Group board-approved and unit-ratified  Corporate

financial crime compliance (FCC) framework sets out the

key principles for preventing financial crime, which

underpin these programmes: the anti-money laundering

and terrorism financing prevention programme (CFT);

the sanctions programme; and, since 2023, the anti-

bribery and anti-corruption programme (ABC). This

framework is available to all employees and interested

third parties.

This framework is available to all employees and

interested third parties. Moreover, we use information

channels to raise awareness of the importance of

financial crime compliance. We reach out to all our

stakeholders through annual training programmes,

communications channels (corporate and unit Intranet

sites), awareness campaigns, internal newsletters and

best practices so that they can learn about and

understand their responsibilities across the Group’s

entire operations.

We draw up the policies that build on this framework

(including customer due diligence — CDD — procedures)

according to domestic and international financial crime

regulation to manage and mitigate the impacts and risks

related to FCC and protect the Group’s integrity in all our

businesses and operations. We constantly review and

update our policies to remain consistent with regulatory

amendments and new and ever-changing external

threats.

Moreover, we have a common oversight methodology

that enables us to verify that all our operations comply

with this framework under the most demanding,

standardized criteria that the centralized and technical

FCC function in our markets endorse. This function also

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plays a crucial role in promoting FCC culture and

awareness to all Grupo Santander employees.

Canal Abierto

Canal Abierto is an anonymous and confidential Grupo

Santander channel to report alleged unethical conduct. It

protects whistleblowers by expressly prohibiting

reprisals or any negative consequence against them.

Every unit in the Group administers its own ethical

channel according to the common standards set out in

the Canal Abierto policy.

In 2025, we received 56 reports in Spain, 11 of which

were from third parties (all of whom from customers).

As in 2024, the Group has not record of any judicial

proceedings initiated by employees or their

representatives in relation to incidents of discrimination

or breaches of fundamental rights, nor of any employee-

related cases referring to serious human rights incidents

that would be considered material to the Group.

All reports submitted on Canal Abierto are handled

appropriately, whether they are found to be

substantiated or not.

#### Community support

Support for education, employability and

entrepreneurship

Santander has supported education, employability and

entrepreneurship for nearly 30 years.

During this period, we have invested over EUR 2.5 billion

in partnership with more than 1,000  universities and

entities from 13 countries, and helped over  8.3 million

people and organizations.

In 2025 alone, we allocated EUR 102.1 million to

promote education, employability and entrepreneurship,

and helped 4.6 million people and organizations.

This enables us to make headway with our target of

contributing EUR 400 million to community support

initiatives in these three pillars between 2023 and 2026.

So far, we have contributed EUR 311 million between

2023 and 2025.

We sign agreements with prestigious international

higher education institutions to strengthen the university

ecosystem. We provide scholarships and economic

grants to adults so they can access and complete higher

education.

We also encourage lifelong learning through the

acquisition and continuous updating of skills that provide

better professional opportunities. We offer training,

resources and access to benefits for SMEs, startups,

scaleups and entrepreneurial projects to help them grow

and strengthen their businesses.

Other community support actions

We bolster our support for education, employability and

entrepreneurship with financial education and helping

vulnerable people.

On top of direct community action, we cooperate with,

and channel our support through, local non-

governmental organization (NGOs), social charities, and

corporate volunteering. In some cases, cooperation is

through foundations that the bank runs in several

markets, including Argentina, Mexico, Poland, Portugal,

Spain, and the UK.

We target our support to different groups depending on

their needs. Our support for vulnerable people focuses

on sensitive groups (due to gender, disability, age, lack

of digital skills, financial difficulty, and other reasons).

We usually target cultural activities at the general

public, though we also include vulnerable groups to

facilitate their access to events and programmes.

In Spain, we focus on education, employability and

entrepreneurship through Santander Universities

(partnerships with universities, training resources,

grants and scholarships, SOA, Santander X). In 2025,

Santander Spain delivered +1.8k financial education

sessions (+10% YoY, >45k participants) through

Finanzas para Mortales, consolidating our long-lasting

commitment with financial education. We continue

supporting our communities through social investment,

providing technical support and networking to NGOs

(“Red Solidaria”) and corporate volunteering (4k

participations in different programmes including

probono activities, international volunteering with

Fundación Santander -BEST Africa-, Santander Natura (to

preserve environment), solidarity teambuildings and

Finanzas para Mortales. In 2025, we keep contributing to

the recovery of communities affected by DANA storms in

Valencia. SRI funds include our solidarity investment

funds that donate part of their management fee to NGOs

projects in the communities in which we operate.

Meanwhile, Santander Compromiso Solidario fund won,

for the third year in a row, the Expansión-Allfunds award

as 'Best solidarity fund'.

In 2025, Banco Santander invested EUR 61.7 million  in

these initiatives, of which EUR 5.7 million accounted for

social programmes in Spain, helping over 216 thousand

people.

Fundación Banco Santander, which is based in Spain,

works to build a fair, inclusive and sustainable society by

financing and running several cultural, educational,

social and environmental projects.

#### Subcontracting and suppliers

Our outsourcing and third-party management model and

outsourcing strategy policy (which apply in all our

markets) provide a methodology for our suppliers to

comply with the Group’s minimum standards and with

regulation to avoid risks that stem from substandard

operational resilience, solvency, reputational control and

regulatory compliance.

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Moreover, to promote responsible practices in our

supply chain, we have a supplier ESG certification

methodology that aims to identify the suppliers that

pose the greatest risk in terms of sustainability. This

methodology also helps us determine which controls to

adopt according to the risk identified.

As at 2025 year-end, we had assessed 876 suppliers

identified with ESG risk.

#### Consumers

At 2025 year end, the Group had 15 million customers in

Spain and 180 million globally.

Our customer conduct risk model promotes

transparency, fairness, and responsibility in all customer

engagement, including product design, pricing,

complaint handling, and financial education, while

preventing over-indebtedness and protecting vulnerable

customers.

This model outlines the governance, key processes and

instruments that enable us to mitigate and manage

customer conduct risk at every stage of our relationship

with them.

Our conduct risk identification and assessment seeks to

proactively identify behaviours or practices that may

lead to regulatory breaches, customer detriment, or

reputational harm. Ensuring fair customer outcomes

takes a coordinated approach that involves the first and

second lines of defence to ensure a comprehensive risk

assessment.

Through the continuous monitoring of risks, indicators

and mitigation tools, the Group ensures early detection

and effective response to situations that may

compromise customer protection.

The Group has strengthened complaints handling

through further monitoring of the customer voice by

analysing complaints and conduct events through key

metrics, enabling early identification of risks and trends

and supporting timely mitigation actions.

The Approval of products and services policy regulates

the product approval process at local and Group level by

defining roles and responsibilities and setting criteria for

product assessment, approval and monitoring, which

builds on the conduct risk with customers management

model. Santander has a well-established, robust and

consistent product governance, that the Group

Compliance team owns and manages. It is an end-to-end

cycle that regulates the approval and monitoring of

products and services, covering their design, sale, and

post-sale stages and ensuring approval of proposals

according to regulatory requirements, ethical principles

and market conduct, both at local and Group level.

Product governance forums are responsible for

implementing this policy when approving products and

services, as well as defining approval requirements and

coordinating validation, which includes monitoring and

reporting to senior management. We only approve

products and services once we have assessed all risks

have been assessed, and forum members are

unanimously in favour.

Training is key to boosting knowledge to foster

consumer protection. The Compliance function, with the

support of People & Culture, draws up mandatory

refresher training for all employees on managing and

mitigating customer conduct risk.

All units ensure strict compliance with local

requirements; supported by robust training.

#### Quality and conduct metrics in sales teams’ remuneration

The Group establishes requirements to ensure we link

variable pay to service quality and conduct metrics. This

approach promotes greater awareness and proactive

management of customer relationships, encourages

high levels of transparency, and supports the

identification of appropriate target audiences.

The Group has mechanisms to monitor products and

services throughout their life cycle. These enable us to

detect and manage (as early as possible) potential

deterioration, failures in marketing, and non-compliance

with the terms and conditions under which they were

approved. We analyse and monitor:

• Customer voice: Queries, complaints and

surveys are a key source of information to

identify deficiencies in marketing and customer

engagement, and to draw up improvement

plans; and

• Sales metrics and controls: Monitoring the

percentage of product or service cancellations

shortly after sign-up.

The Customer service and dissatisfaction management

policy outlines the principle of making multiple channels

available to avoid the potential impact of not having

suitable means for customers to convey their issues or

dissatisfaction and to promote the fact that we have

channels that adapt to our customers’ needs and

preferences.

Additionally, customers can escalate complaints through

external channels when they are in place, such as the

Financial Ombudsman, regulatory bodies, and consumer

agencies, if they are not satisfied with how we have

handled the complaint.

Units continue investing in digital channels to speed up

case resolution and help customers self-manage certain

queries. Root-cause analysis and mitigation plans are an

essential component of complaints handling that is

continuously being strengthened.

In 2025, the total number of formal complaints received

was 772,780 from all Group customers.

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15 Spain shows a decrease following the 2024 Supreme Court ruling on mortgage arrangement fees.

16 For more details, visit our website santander.com/informe-inclusion-financiera.

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Regarding complaints management, we take a proactive

approach to addressing customer issues and complaints,

analysing root causes and applying lessons learned. In

2025, Banco Santander received a total of 82,650

complaints in Spain, a (47)% decrease compared with

2024 15.

Financial health and inclusion

Financial health and inclusion are a priority for Santander

in contributing to social progress and promoting

prosperity and entrepreneurship.

We use the World Bank's Global Findex Database to

calculate the number of unbanked, underbanked and

financially distressed people due to access and financing

issues in the markets where we operate as a retail bank.

In particular, we:

• consider several components of financial

exclusion and aggregate indicators to cover all

our target audiences;

• define an inclusive financial system as one that

maximizes the use of financial products and

services, access and financing;

• measure involuntary financial exclusion

through barriers that people who do not

participate in the formal financial system

perceive; and

• apply a correction factor that matches our

business penetration rate in the markets where

we operate.

Thanks to our financial inclusion efforts, we achieved our

objective of reaching five million people with at least one

financial inclusion measure during the period

2023-2025. This ambition aligns with our market

penetration levels and the gaps identified in our

exclusion analysis.

Our processes pinpoint the needs of customers facing

financial difficulty so we can develop products and

services and train our teams. 16

In 2025, Santander Spain reached a landmark by

becoming the 1st IBEX-listed company to certify a 360º

accessibility commitment by AENOR, covering physical

and digital channels and ensuring that all our products,

services and relationship channels are accessible for all

our customers, regardless their diverse physical,

sensory, cognitive, or age-related abilities . We have also

reinforced fraud prevention and financial protection for

older customers, including dedicated workshops on

economic abuse and patrimonial fraud.

These processes are consistent with our customer

conduct model, vulnerable customer policy, and

responsible banking and sustainability policy.

In 2025, we updated our Corporate Financial Inclusion

guide to reflect best practice. We also changed how we

monitor and measure progress, differentiating between

financial inclusion and financial health. The updated

guide continues to enable the homogeneous

measurement of access and financing initiatives across

markets and sets out these common definitions:

• Unbanked: People who do not have a bank

account or access to any banking services.

• Underbanked: People who, despite having a

bank account, have difficulty accessing basic

services (e.g. making deposits and

withdrawals) or who source financing

informally.

• People in financial distress: People who earn

less than their country’s legal minimum wage

or who are unable to cover basic living

expenses.

The guide also provides a consistent metrics system for

monitoring and managing access and financing

initiatives. Though we have achieved our ambition, we

will continue working to increase access, improve the

use of financial services, and strengthen our support for

vulnerable individuals and communities.

In 2025, we financially included nearly 1 million people

through access initiatives; and 1 million people through

finance initiatives. In Spain, we focus on guaranteeing

access to basic financial services by waiving fees for

vulnerable customers or thanks to Correos Cash in

remote areas (non-digital solution that covers 100%

national territory) while financing underbanked SMEs

and entrepreneurs or low-income households.

In 2025, we continued to strengthen a common financial

health approach in all the Group’s markets. We define

financial health as individuals’ ability to manage their

finances in a way that enables them to meet short-term

needs while planning for and achieving long-term goals,

generating stability, and reducing the risk of financial

hardship.

Throughout the year, we made headway with identifying

and building on initiatives that help customers’ develop

financial skills. We combined global tools — such as

goal-setting solutions and planning resources within our

banking app in certain countries — with local action,

including tailored financial education content and

practical guidance that align with market-specific needs.

As part of this, we came up with a common financial

health definition and measurement guide that will

enable homogeneous and comparable progress

assessment across markets. Our framework directly

complements our financial education and inclusion

efforts and ensures that individuals not only gain access

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to the financial system but also acquire the knowledge

and tools needed to use it responsibly and effectively.

Tax information

The principles that guide the Group’s tax practices are

consistent with its purpose and aligned with business

strategy. The board of directors approves our tax

strategy and revises it regularly.

The Group’s tax risk management and control, which

draws on our internal control model, sets out the actions

to follow our tax strategy and the principles that

underpin it.

We participate in cooperative compliance initiatives that

tax authorities run. Since 2010, we've adhered to the

Spanish Code of Good Tax Practices and the UK Code of

Practice on Taxation for Banks and, more recently, to the

Portuguese Code of Good Tax Practices in 2022. Since

2015, we have voluntarily submitted an annual tax

transparency report to Spain's tax authority.

The principles of Grupo Santander’s tax strategy must

enable us to make appropriate contributions according

to the value creation in each of the markets where we

operate, as well as to comply with local laws.

In 2025, Banco Santander, S.A. and its Group in Spain

collected and paid EUR  4,183 million in taxes, of which

EUR  2,028 million were own taxes and EUR 2,155

million third party taxes.

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6. Data and Artificial

#### Intelligence, Technology and the Fintech Ecosystem

Technological innovation is one of the fundamental

pillars underpinning the Group’s strategy. In an

environment of constant disruption, technology, data

and artificial intelligence (AI) are essential to anticipate

customer needs, drive operational efficiency and

generate new opportunities for sustainable growth. We

continue to evolve from a traditional banking model

towards a digital ecosystem, with the aim of becoming

the best financial services platform.

The adoption of AI, the rollout of a robust and efficient

technological infrastructure, the continuous

strengthening of cybersecurity and collaboration within

the fintech ecosystem act as key levers to enhance

customer experience, promote operational excellence

and simplify the ecosystem, contributing to the creation

of sustainable long-term value.

This approach reinforces our commitment to innovation,

technical excellence and global collaboration, aligned

with the highest standards of security and compliance,

to offer secure and personalized experiences for both

customers and Group professionals.

During 2025, Santander took a decisive step with the

creation of the Global Data and Artificial Intelligence

(Data & AI) function, aimed at extracting maximum value

from data and accelerating transformation by using AI as

a lever. It is a cross-cutting function across all global

businesses and countries, enabling us to scale

capabilities, strengthen collaboration and accelerate the

impact of innovation.

EUR 1,713 million was allocated during the year to

digital transformation activities demonstrating the

Group's firm and ongoing commitment to investment in

technology and innovation.

1.

#### Data and Artificial Intelligence

The global Data and Artificial Intelligence function is

structured around three fundamental pillars:

• Transform customer experience and operations, by

integrating artificial intelligence  and advanced

automation capabilities into key processes.

• Improve decision-making with reliable data, based

on common standards of quality, traceability, and

governance.

• Accelerate the impact on business, driving the

development of analytical models and scalable

solutions that generate tangible and sustainable

results.

To make this transformation possible, we continued to

implement data governance from its point of origin and

throughout its entire lifecycle, while progressing

towards a unified data architecture. This eliminates silos,

facilitates the efficient and global reutilization of data

and enables the secure scaling of AI capabilities across

the organization.

The rollout of the Data & AI function is structured under

a business-led model: each initiative stems from a

specific business need and is supported by a global

network of Data & AI leaders across businesses and

countries. We have a unique portfolio with more than

1,000 initiatives, prioritizing projects with the greatest

impacts on efficiency, automation and customer

experience thereby focusing development on a limited

set of global, reusable and scalable capabilities.

This is carried out by multidisciplinary teams working

under agile methodology, combining business, data,

advanced analytics, technology, risk and compliance

capabilities. Our approach ensures that each solution is

designed under criteria covering security, responsibility

and value-creation from the outset, while promoting

technical consistency and reusability across countries.

The Group internally develops strategic capabilities but

also  works with external partners when they provide

speed or specialization, always under strict governance

and data protection standards, within the framework of

a secure and ethical global ecosystem. Specifically, we

develop solutions that incorporate machine learning and

advanced analytics techniques, which contribute directly

to revenue growth and improvements in operational

efficiency. Their application spans areas such as process

simplification, enhanced customer acquisition and

retention, fraud prevention, and the strengthening of the

cards business throughout its entire life  cycle.

The governance of Data and Artificial Intelligence within

the Group is based on a robust global model that

ensures the security, proper lifecycle management and

ethical use of these technologies. This model is included

in the corporate data and AI framework, approved by the

Board of Directors, and is complemented by the AI

management and governance policy, which regulates

the full lifecycle of the Group´s AI use cases.

The governance framework ranges from data quality to

model control and supervision is based on a structure of

three lines of defence that ensures independent

oversight proportionate to the level of risk.

It also incorporates the principles of responsible AI,

which guide the design and delivery of all solutions:

transparency, fairness and reduction of biases,

accountability, privacy and security, as well as

contributing to value creation which guide the design

and operation of solutions. As part of the Group’s firm

300

commitment to the responsible use of AI, we

implemented mandatory training.

We apply these principles across common processes for

identifying, classifying, inventorying and controlling AI

use cases, which makes it possible to assess their

potential impact and establish appropriate controls at

each stage. This approach ensures a centralized view,

comprehensive follow-up and regulatory compliance

across all Group units and countries.

Advances in the use of data and artificial intelligence

require the development of new capabilities and a

profound cultural shift. To this end, the Group promotes

a global talent strategy that combines the strengthening

of internal capabilities, the attraction of specialized

profiles and the consolidation of a culture based on

controlled experimentation, rigorous analysis and the

responsible use of technology.

In 2025, we completed the formation of the Data & AI

team, strengthening the second line of defence and the

function’s operating model with end-to-end execution

capabilities. In addition, we improved upskilling and

reskilling programmes on AI, data science and data

governance and we integrated specialized profiles in

data engineering, advanced analytics and AI operations,

driving the execution of key initiatives.

Furthermore, a structured AI training programme was

launched to foster adoption and maximize the value

derived from employees’ use of these tools.

In 2025, we significantly accelerated the adoption of AI

among our employees, driving improvements in

productivity, operational efficiency and service quality.

Implementation was carried out safely and

progressively, prioritizing use cases with tangible

impacts and guaranteeing data protection and

traceability of the models at all times. The most

important applications were the following:

• AI Assistants: approximately 30,000 employees

are using advanced AI tools and over 7,000 active agents

have improved document writing, information analysis

and automation of lower value-added tasks.

• Intelligent automation: the Group has built

more than 100 agents for processes automation and

trained more than 800 engineers in automation tools,

resulting in faster, more reliable and scalable operations.

• Software lifecycle: more than 30 use cases (for

example, functional testing, documentation and code

maintenance) have been delivered, used by over 6,000

developers through coding agents to reduce delivery

times and improve software quality.

• Customer service: the Group is moving towards

a new generation of experiences based on

conversational AI. The first AI-based voice solutions are

currently in the testing phase and represent a significant

leap from traditional systems, designed to enable  faster

and more efficient interactions.

Looking ahead to the next stages, the Group will

accelerate its comprehensive AI strategy to transform

the financial services of the future in a secure and

responsible manner. The objective is to scale

capabilities, differentiate ourselves and capture value by

combining in-house development, strategic partnerships

and investment.

Research and experimentation capabilities will be

strengthened by intensifying the exploration of

emerging technologies, the early validation of use cases

and the monitoring of global trends. In addition,

partnerships with leading technology companies will

continue to establish co-design and deploy high-impact

solutions, combining their scale with the Group’s

business expertise, data assets and regulatory

experience.

The Group will expand collaboration with specialized

startups and will continue with its investment strategy,

with more than 20 deals completed to date, to

accelerate capabilities, incorporate differentiated

innovation and reduce time to market.

In parallel, we will move forward with the creation of

our own AI Studio to develop, train and adapt models

based on specific data and needs, thereby strengthening

technological autonomy and personalization.

All of this will be underpinned by a global network of

academic partnerships to foster cutting-edge research,

talent development and the generation of advanced

knowledge in AI and data. Through this approach, we

will consolidate the responsible adoption of AI on the

basis of evidence, impact and sustainable value creation.

2. Technological infrastructure

Santander has migrated more than 97% of its

technological infrastructure to the cloud, with the aim of

boosting standardization, maximizing scalability and

strengthening service availability. It has also accelerated

the deployment of next-generation infrastructure based

on the on-premise private cloud, supported by an

architecture with greater capacity, resilience and

efficiency. All of this contributes to reducing energy

consumption and advancing the Group's sustainability

goals achieving an estimated reduction in its carbon

footprint of 49.5 tonnes of CO₂.

The Group has a network of paired, high-quality data

processing centres (CPDs), interconnected through a

redundant communications system and distributed in

strategic locations to support and ensure the continuity

of the Group's activity.

These centres combine traditional IT systems with on-

premise private cloud capabilities, enabling the

integration of technological management across

business areas, accelerating digitalization and achieving

significant efficiencies through the standardization and

simplification of operations.

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3. Cybersecurity

Cybersecurity remains one of the Group’s priorities.

During 2025, we faced a dynamic and increasingly

sophisticated threat landscape, including more

ransomware attacks, intensified hacktivism and supply

chain threats, together with the growing use  of social

engineering and AI techniques by attackers.

To face these challenges, Santander has continued to

evolve its defences in line with the cybersecurity

strategy, centred on three pillars:

• Shift-left. The principles of security by design

were strengthened, incorporating risk management and

the definition of security architectures from the early

stages of each initiative. Among the most important

advances were: i) the strengthening of controls related

to critical environments and identification of people who

interact with our banks' systems; ii) the strengthening of

security controls to mitigate risks associated with supply

chains; and iii) the consolidation of the Cyber Pro culture,

that reinforces employee training, with special attention

to groups with the greatest exposure to risk.

• Increased cyber defence. Santander continued

to harness the potential of AI and automation to

strengthen threat prevention, detection and response.

We implemented new solutions that improved threat

detection and response times. Likewise, we significantly

increased the early detection of online scams and fraud

by analysing user behaviour in real time, enabling us to

distinguish legitimate from fraudulent activities.

• Operational resilience. The Group strengthened

its capacity to anticipate, resist and recover from

potential cyber scenarios, strengthening response

preparedness and continuity of essential services.

Among the main improvements are the global expansion

of the Cyber Emergency Response Team, which is

permanently operational and the expansion of resilience

and recovery tests in line with the DORA Regulation.

The Santander Fusion Centre, which integrates the

Cybersecurity and IT Monitoring teams, performs

detection, monitoring and response functions to

operational failures and cybersecurity events for Group

entities.

Information systems are reviewed regularly through

internal and external audits. The Group identifies IT

assets, systems and information (including those

managed by third parties) and periodically assesses the

associated risks and protection levels. Additionally, it has

a permanent testing ecosystem, including (vulnerability

analysis, penetration testing, red teaming exercises and

cyberattack simulations) which enable potential

weaknesses to be identified and proactively mitigated,

prioritizing remediation according to criticality and

potential impacts on the business.

Independent entities review and certify critical

cybersecurity processes. Certifications include ISO

27001:2022 and ISO 27017, SSAE 18 and Payment Card

Industry Data Security Standard (PCI DSS) 4.0, which are

reviewed and updated regularly, incorporating new

processes and controls every year.

4. Fintech ecosystem

Santander actively participates in the fintech ecosystem

across all global businesses and countries in which it

operates, and with all the global units.

As part of our efforts to foster and channel innovation

while improving customer experience and efficiency, we

partner with technology companies.

Through our Fintech Station programme, we work with

startups and scale-ups in pilot programmes and

implement or co-create new products and services with

them.

In 2025, Santander Fintech Station worked on eight

proofs of concept (PoC) and also collaborated on the

implementation of six production initiatives. The Group

also provided banking services to these fintech

companies, such as advice on financing rounds, buying

and selling processes and IPOs.

We are an active investor in the fintech sector,

sometimes directly, through our programme focused on

investments in startups with high strategic value for the

Group or through funds promoted by the Group, such as

Mouro Capital, a global venture capital fund that invests

in fintechs, and has already launched a second fund. To

date, the programme focused on investments in

strategically valuable startups has invested directly in

more than 20 companies globally, and Mouro has a

portfolio of more than 40 investments in technology

companies across Europe, North America and South

America.

These investments, together with commercial

collaboration with participating companies, continue to

be a key tool for driving innovation within the Group.

Santander works with companies in these portfolios, for

example with Colektia, an AI solution for automated

recovery services in Latin America; Elliptic, in blockchain

analytics and regulatory compliance for digital assets;

and Drive Revel, to provide a flexible, digital vehicle

leasing offering in Spain.

In addition, the Group invests in the field of cybersecurity

through Forgepoint Capital International, a venture

capital manager that is raising its first fund outside the

US and which, with the Group’s support, has already

made six investments.

See more information in the Consolidated Directors’

Report.

302

7. Customer service and customer defence

Customer Service Annual Report

In accordance with article 17 of order ECO / 734/2004 of

March 11 of the Ministry of Economy on the

departments and services of Customer Service and the

Customer Ombudsman of Financial Institutions, the

directors’ report summarizes the Annual Report to be

presented by the holder of the Service on the Board of

Directors in March 2026.

Customer service and customer defence service

In compliance with Law 44/2002 on Measures for the

Reform of the Financial System of the 734/2004 Order of

the Ministry of Economy on Departments and Services of

Customer Service and the Customer Ombudsman of

Financial Institutions and in accordance with Article 37

Of the Regulations of the Customer Claims and Attention

and Defence Service in Grupo Santander, below is a

summary of the activity developed by the said Service

during 2025, in relation to the management of

complaints and claims.

This complaints and customer service unit handled

complaints from 18 Group companies in Spain during

2025, following the integration of Santander Private

Banking Gestión SGIIC into Santander Asset

Management on 17 November 2025.

Global evolution of complaints and claims received by

Banco Santander in 2024

In 2025, 95,298 claims were accepted in the complaint

and customer service department. Of these, 181 came

through the Customer Ombudsman, 1,464 through the

Bank of Spain, 137 through the National Securities

Market Commission (CNMV) and 112 through the

General Directorate of Insurance and Pension Funds

(DGSFP).

Analysis of claims by affected products

The following is the classification of complaints received

in 2025 according to the type of product:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Number of complaints | 2025 | 2024 |
| Assets | 40,564 | 120,627 |
| Liabilities | 10,085 | 10,968 |
| Services | 16,569 | 13,871 |
| Insurances | 1,369 | 1,237 |
| Funds and Plans | 849 | 702 |
| Payment methods | 20,953 | 15,676 |
| Securities / Capital Markets /  Treasury | 1,048 | 1,031 |
| Others | 3,861 | 2,264 |
|  | 95,298 | 166,376 |

Resolution of claims and complaints

As of 31 December 2025, 94,600 claims had been

resolved, of which 18,237 came from files received in

2024. This figure represents 81% of the claims and

complaints received in the year.

The average resolution time in 2025 was 76 calendar

days. 81% of the complaints and claims resolved have

required a processing time of more than 15 calendar

days.

In 36% of cases, the resolutions have been favourable to

customers.

Entities

The following are the companies adhering to the

Regulation of the Customer Service of Complaints, Care

and Defence of Grupo Santander and their corresponding

number of complaints and claims received.

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|  |  |  |
| --- | --- | --- |
|  |  |  |
| Entities | Admitted to processing | Non-admitted to processing |
| BANCO SANTANDER, S.A. | 75,702 | 19,197 |
| SANTANDER CONSUMER FINANCE, S.A. | 12,644 | 3,395 |
| OPEN BANK, S.A. | 4,547 | 344 |
| SANTANDER SEGUROS Y REASEGUROS CÍA. ASEGURADORA,SA | 1,226 | 655 |
| SANTANDER PENSIONES, S.A., E.G.F.P. | 473 | 108 |
| GETNET EUROPE, EP, SL | 352 | 42 |
| SANTANDER ASSET MANAGEMENT, S.A., S.G.I.I.C. | 196 | 59 |
| ALTAMIRA SANTANDER REAL ESTATE, S.A. | 90 | 68 |
| SANTANDER FACTORING Y CONFIRMING, S.A., E.F.C. | 40 | 5 |
| SANTANDER LEASE, S.A., E.F.C. | 7 | 2 |
| EURO AUTOMATIC CASH | 9 | 2 |
| TRANSOLVER FINANCE, E.F.C., S.A. | 9 | 1 |
| SANTANDER PRIVATE BANKING GESTIÓN, S.A., S.G.I.I.C | 3 | 4 |
| PAGONXT EMONEY, EDE, SL | — | — |
| SANTANDER REAL ESTATE, S.A. | — | — |
| SANTANDER INTERMEDIACIÓN CORREIDURÍA DE SEGUROS, S.A. | — | — |
| SANTANDER INVESTMENT, S.A. | — | — |
| SANTANDER ALTERNATIVE INVESTMENTS, SGIICV | — | — |
| BANCO DE ALBACETE, SA | — | — |
| Total | 95,298 | 23,882 |

The network of branches and the different channels of

relationship solve, in the first instance, the requests,

disconformities or incidents that the clients

communicate to Banco Santander, trying to avoid that

they become complaints to other instances.

8. Risk management, solvency and capital

See notes 50 and 1.e) on risk and capital to the Bank

Annual Accounts. See more information in the

Consolidated Directors’ Report.

9. Other relevant information

9.1 Treasury shares:

See note 30 to the Bank Annual Accounts.

The acquisition of treasury shares was last authorized at

our 2023 AGM, for five years and subject to these

provisions:

• The treasury shares held cannot exceed 10% of

Banco Santander's share capital at any time, which

is the legal limit set under Spain’s Corporate

Enterprises Act.

• The acquisition price may not be lower than the par

value of the shares, nor exceed by more than 3%

the highest of the last independent purchase or the

highest independent offer at that time at the

trading venue where the purchase is made.

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• The purpose of acquiring treasury shares will be

discretionary treasury share management, the

execution of share buyback programmes, the

delivery of these shares under the framework of

the employee and director remuneration policy or

any other purpose that the board deems pertinent

at any given time.

On 26 February 2024, the board updated the current

treasury shares policy, which dictates that Banco

Santander may carry out treasury share transactions for

these purposes:

• Provide liquidity or the supply of securities in the

market for Banco Santander shares, which gives this

market depth and minimizes any potential temporary

imbalances in supply and demand.

• Take advantage, for the benefit of all shareholders, of

weakness in the share price due to its medium-term

outlook.

• Meet Grupo Santander's obligations to deliver shares

to our employees and directors.

• Serve any other purpose authorized by the board

within the legal limits and those set at the general

meeting.

Among other things, the policy also provides for:

• The principles to uphold in treasury share trades,

which include protecting financial markets' integrity

and prohibiting market manipulation and insider

trading.

• The operational criteria for carrying out treasury share

trades, unless in exceptional circumstances as per the

policy or carried out through mechanisms, such as

buyback programmes, with regulation of their own.

These criteria include rules on:

• Responsibility for execution of these trades, which

falls on the Investments and Holdings department,

which is kept separate from the rest of Banco

Santander.

• Venues. Trades must generally be carried out in

regulated markets and in the multilateral trading

facilities stipulated in the policy.

• Volume limits. Trades must generally not exceed

15% of the average daily trading volume for Banco

Santander shares in the previous 30 sessions on the

relevant trading venue.

• Price limits. In general, (a) buy orders should not

exceed by more than 3% the highest of (i) the price

of the last independent transaction prior to the

relevant acquisition or (ii) the highest independent

bid at that time on the trading venue where the

purchase is made; and (b) sell orders should not be

lower than the lowest of the price of the last trade in

the market by independent parties and the lowest

sell order price in the order book.

• Time limits, including a black-out period that applies

(a) during the 15 calendar days prior to the

publication of quarterly financial information and (b)

if Banco Santander has decided to delay the

disclosure of inside information according to market

abuse regulations, until such information is

disclosed. In the case of buyback programmes, the

specific regulations establish a black-out period of

30 calendar days prior to the publication of annual

and semi-annual results, which, however, will not

apply when the buyback programme is managed by

a third party or when the issuer has a temporary

buyback programme in place.

• Disclosure to the markets of treasury shares trading.

The policy applies to the discretionary trading of treasury

shares irrespective of whether they are carried out in

regulated markets, in multilateral trading facilities,

outside the orders market, either through blocks or

through special transactions, or under buyback

programmes. Furthermore, buyback programmes shall

comply with all the applicable specific regulations, such

as those on market abuse and their relevant

implementing rules. The policy does not apply to

transactions on Banco Santander's shares carried out to

hedge market risks or provide brokerage or hedging for

customers.

The full treasury shares policy is available on Banco

Santander's corporate website.

Execution of the buyback programmes charged against

2024 results

We executed two buyback programmes under the 2024

shareholder remuneration policy:

In the first buyback programme, executed from 27

August to 3 December 2024, we acquired 341,781,250

treasury shares (approximately 2.21% of share capital).

Under the authorization of the 2024 AGM, on 17

December 2024 the board resolved to reduce Banco

Santander’s share capital through the cancellation of the

repurchased shares.

In the second buyback programme, executed from 6

February to 2 June 2025, we acquired 267,166,950

treasury shares (approximately 1.76% of share capital).

Under the terms agreed at the 2025 AGM, on 25 June

2025 the executive committee, by delegation of the

board, resolved to reduce Banco Santander’s share

capital through the cancellation of the repurchased

shares.

First 2025 Buyback Programme

305

Under the authorization of the 2023 AGM, and according

to the 2025 shareholder remuneration policy, on 29 July

2025 the board resolved to execute a new share buyback

programme for a maximum amount of EUR 1,700

million, equivalent to approximately 25% of the Group's

net reported profit (excluding non-cash, non-capital

ratios impact items) for the first half of 2025 and for

which we have already obtained the required regulatory

authorization of the European Central Bank (ECB).

In the First 2025 Buyback Programme (executed from 31

July to 22 December 2025), we acquired 196,005,870

treasury shares (accounting for approximately 1.32% of

Banco Santander’s share capital), at a weighted average

price per share of EUR 8.67.

On 23 December 2025, the executive committee, by

delegation of the board, resolved to reduce the share

capital in the amount of EUR 98,002,935 by cancelling

the 196,005,870 repurchased shares.

Second 2025 Buyback Programme

Under the same AGM approval, on 3 February 2026 the

board resolved to execute the Second 2025 Buyback

Programme, for a maximum amount of EUR 5,030

million. The appropriate regulatory authorization had

already been obtained and the execution of the

programme began on 4 February 2026. Under the

shareholder remuneration policy in relation to the 2025

results, 1,830 million euros correspond to c. 25% of the

Group’s underlying profit for the second half of 2025.

The remaining amount corresponds to an extraordinary

buyback of 3,200 million euros, equivalent to

approximately 50% of the CET1 capital generated in

January 2026 following completion of the sale of 49% of

Santander Bank Polska to Erste Group.

The board submitted the resolution on the share capital

reduction through the cancellation of the shares

repurchased under the Second 2025 Buyback

Programme to vote at the 2026 AGM.

As at 31 December 2025, Banco Santander and its

subsidiaries held 11,077,291 shares, accounting for c.

0.08% of Banco Santander's share capital (compared to

15,529,459 shares, accounting for 0.10% of the share

capital as at 31 December 2024).

9.2 Dividends and shareholder remuneration:

As required in Banco Santander’s by-laws, each year the

shareholder remuneration policy is submitted for

approval by the AGM.

Distribution charged against 2025 results and excess

capital

The board applied the current shareholder remuneration

policy to the 2025 results. This policy sets a target to

distribute approximately 50% of the Group's net

reported profit (excluding non-cash, non-capital ratios

impact items) split almost evenly between cash

dividends and share buybacks.

Additionally, on 5 February 2025, Banco Santander

signalled its objective to allocate up to EUR 10 billion to

share buybacks in relation to the 2025 and 2026 results,

as well as expected capital excess. As part of this target,

on 5 May 2025 Banco Santander announced its intention

to distribute approximately 50% of the capital that will

be released upon completion of the sale of its 49% stake

in Santander Bank Polska S.A., through a share buyback

of approximately EUR 3.2 billion in early 2026 and that,

as a result, it could exceed the EUR 10 billion target.

Upon announcing the agreements to acquire TSB and

Webster on 1 July 2025 and 3 February 2026

respectively, Banco Santander confirmed its goal to

distribute at least EUR 10 billion in share buybacks with

regard to the 2025 and 2026 results and excess capital.

Interim remuneration.

On 30 July 2025, the board resolved to execute the First

2025 Buyback Programme worth up to EUR 1,700

million (equivalent to approximately 25% of the Group's

net reported profit in H1’25).

On 30 September 2025, the board resolved to pay an

interim cash dividend against the 2025 results of 11.5

euro cents per share entitled to the dividend (equivalent

to approximately 25% of the Group's net reported profit

in H1’25), which was paid from 3 November 2025.

Final remuneration.

Under the 2025 shareholder remuneration policy:

On 3 February 2026, the board of directors resolved to

implement the Second 2025 Buyback Programme worth

up to EUR 5,030 million and for which the required

regulatory authorization had been obtained. The

programme started on 4 February 2026. Under the

shareholder remuneration policy in relation to the 2025

results, 1,830 million euros of the Second Buyback

Programme correspond to c. 25% of the Group’s

underlying profit for the second half of 2025. The

remaining amount corresponds to an extraordinary

buyback of 3,200 million euros, equivalent to

approximately 50% of the CET1 capital generated in

January 2026 following completion of the sale of 49% of

Santander Bank Polska to Erste Group.

On 24 February 2026, the board of directors resolved to

submit to the 2026 AGM the approval of a final cash

dividend in the gross amount of 12.5 euro cents per

share entitled to dividend. Subject to AGM approval, the

dividend will be payable from 5 May 2026.

306

Once these actions are completed, total shareholder

remuneration in relation to the 2025 results will be EUR

7,050 million (approximately 50% of the Group's 2025

net reported profit, excluding non-cash, non-capital

ratios impact items), split almost evenly between cash

dividends (EUR 3,520 million) and share buybacks (EUR

3,530 million). We have estimated these amounts on the

assumption that, as a result of the partial execution of

the Second 2025 Buyback Programme, the number of

outstanding shares entitled to receive the final cash

dividend will be 14,568,470,446. Therefore, the final

amount may be higher if fewer shares than planned are

acquired in the Second 2025 Buyback Programme;

otherwise, it will be lower.

Shareholder remuneration policy

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 the Group's

underlying profit (on the same basis) in cash dividends

and around 15% in share buybacks.

The execution of the ordinary shareholder remuneration

policy and the distribution to shareholders of any excess

capital at the end of the 2026-2028 period is subject to

corporate and regulatory decision and approval.

\*  Therefore excluding extraordinary results, such as those arising from

the sale of 49% of Santander Bank Polska to Erste Group, the positive

capital impact of which we considered for the purposes of the Second

2025 Buyback Programme.

9.3 Stock market information:

Banco Santander shares are listed on Spanish stock

exchanges (Madrid, Barcelona, Bilbao and Valencia), the

New York Stock Exchange as American Depositary

Shares (ADS), the London Stock Exchange as Crest

Depositary Interests (CDI), the Warsaw Stock Exchange

and in the International Quotation System (SIC) of the

Mexican Stock Exchange (BMV).

As at 31 December 2025, Banco Santander occupies the

first position in the eurozone and 14th in the world by

market value among financial institutions, with a market

capitalization of EUR 147,921 million.

7,573  million Banco Santander shares traded in the year

for an effective value of EUR 53,296.1 million and an

annualized liquidity ratio of 51%.

The Santander share closed 2024 at 10.070 euros.

9.4 Average period of payment to suppliers:

The average period of payment to suppliers during 2025

is 10 days, term which is below the maximum

established in applicable regulations.

10. Events after the reporting period

No significant events occurred from 1 January 2026 to

the date on which these financial statements were

authorized for issue, other than those described in these

annual accounts.

11. Annual corporate governance report and Annual report on directors’ remuneration

According to articles 540 and 541 of the Spanish

Companies Act, Banco Santander, S.A. has prepared the

annual corporate governance report and the annual

report on directors’ remuneration for the year ended 31

December 2025 (that are part of the directors’ report of

that financial year) with the contents determined by

Order ECC/461/2013, of 20 March, and by Circular

3/2021, of 28 September, of the National Securities

Market Commission (CNMV), that modifies Circular

5/2013, of 12 June, that defines the annual corporate

governance report model for listed companies, and

Circular 4/2013, of 12 June, that defines the annual

report on directors’ remuneration model for listed

companies.

The annual corporate governance report includes a

section that refers to the compliance of the corporate

governance recommendations in Spain.

The annual corporate governance report and the annual

report on directors’ remuneration are included, as a

separate section, in the individual directors’ report in

accordance with the provisions of article 538 of the

Spanish Companies Act. The aforementioned reports are

sent individually, as other relevant information, to the

CNMV, and are included in the consolidated directors’

report as a separate section. They are available on the

Bank's corporate website (www.santander.com) and on

the CNMV website (www.cnmv.es).

307

Pursuant to Article 253, section 1 of the revised Spanish Companies Act  (Ley de Sociedades de Capital), the

board of directors of Banco Santander, S.A. draws up the individual financial statements (comprising the

balance sheet, the income statement, the statement of recognized income and expense, the statement of

changes in total equity, the statement of cash flows and the notes to the individual financial statements) and

the individual directors’ report for the 2025 fiscal year in eXtensible HyperText Markup Language (XHTML)

format, which conforms to the single electronic reporting format required under Directive 2004/109/EC and

Delegated Regulation (EU) 2019/815.

The directors of Banco Santander, S.A., listed below with an indication of their respective positions, declare

that, to the best of their knowledge, the company's individual financial statements for the 2025 financial year

were drawn up in accordance with the applicable accounting principles and give a true and fair view of the

assets, liabilities, financial position and profit or loss of the company, and that the directors’ report includes a

fair review of the development, performance and position of the company, together with a description of the

principal risks and uncertainties that it faces.

Boadilla del Monte (Madrid), 24 February 2026

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| ANA PATRICIA BOTÍN-SANZ DE SAUTUOLA Y O’SHEA |  | HÉCTOR BLAS GRISI CHECA |
| Chair |  | Chief Executive Officer |

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| GLENN HOGAN HUTCHINS |  | JOSÉ ANTONIO ÁLVAREZ ÁLVAREZ |
| Vice Chair |  | Vice Chair |

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MEMBERS:

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| HOMAIRA AKBARI |  | JUAN CARLOS BARRABÉS CÓNSUL |
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| FRANCISCO JAVIER BOTÍN-SANZ DE SAUTUOLA Y  O’SHEA |  | SOL DAURELLA COMADRÁN |
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| HENRIQUE MANUEL DRUMMOND BORGES  CIRNE DE CASTRO |  | GERMÁN DE LA FUENTE ESCAMILLA |
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| GINA  LORENZA DÍEZ BARROSO AZCÁRRAGA |  | LUIS ISASI FERNÁNDEZ DE BOBADILLA |
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| BELÉN ROMANA GARCÍA |  | PAMELA ANN WALKDEN |
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| ANTONIO FRANCESCO WEISS |  |  |