16-06-2025

Current report no. 26/2025

Re: Granting consent to the conclusion of an agreement for the sale ofshares held by the Bank in Santander Consumer Bank S.A. and theconclusion of an agreement with Santander Consumer Finance S.A. in thisregard.

In relation to the current report no. 24/2025 dated 12 May 2025, theManagement Board of Santander Bank Polska S.A. ("the Bank") informs thaton 16 June 2025, following the approval of the Management Board and theSupervisory Board on 16 June 2025, an preliminary agreement wasconcluded with Santander Consumer Finance S.A. for the sale of 3,120,000shares in Santander Consumer Bank S.A. representing 60% of the sharecapital of that company and 60% of the share in the total number ofvotes, for a total sale price of PLN 3,105,000,000 (the "Transaction").

For the purpose of completing the Transaction, on 13 June 2025, Ernst _Young spółka z ograniczoną odpowiedzialnością Corporate Finance sp.k.issued a fairness opinion for the Bank's Management Board on thefinancial terms of the Transaction, which opinion is attached asattachment no. 1 to this report.

Detailed information on the Transaction can be found in the attachmentno. 2 to this report.

At the same time, the Bank points out that the actual impact of theTransaction on the Bank's equity might differ from the one that can beestimated at the date of this report, which is presented in theattachment no. 2 to this report.

The closing of the Transaction referred to above will take place subjectto the receipt of all regulatory approvals and the fulfilment of theother conditions set out in the Transaction documentation.

The Bank will announce the closing of the Transaction and the conclusionof the final agreement for the sale of the aforementioned shares in aseparate current report, in accordance with the regulations.

Legal Basis:

Art. 17.1 MAR