02/12/2025

Current report no. 36/2025

Re: Notification from Banco Santander, S.A.regarding the completion of the sale of a portion of its shares inSantander Bank Polska S.A. through an accelerated book-building processand the outcome of such process

NOT FOR RELEASE, PUBLICATION, ORDISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OFAMERICA, AUSTRALIA, CANADA, OR JAPAN OR IN ANY OTHER JURISDICTION WHERETO DO SO WOULD BE RESTRICTED OR PROHIBITED BY LAW.

The Management Board of Santander BankPolska S.A. (the "Company"), in relation to the current report no.35/2025 of 1 December 2025, announces that on 2 December 2025, it wasnotified by the Company's shareholder - Banco Santander, S.A. (the"Shareholder") (the "Notification"), that on 2 December 2025, theaccelerated book-building process directed at certain institutionalinvestors (the "Placement"), the purpose of which was the sale by theShareholder of a portion of the ordinary bearer shares in the Companyheld by the Shareholder (the "Sale Shares"), has been completed.

Pursuant to the Notification, as a result ofthe Placement:

1. The sale price per Sale Share was set atPLN 482.0;

2. The final number of the Sale Shares wasset at 3,576,626, which constitutes 3.5% of the shares in the sharecapital of the Company;

3. Following the settlement of the saletransactions of the Sale Shares within the Placement, the Shareholderwill hold a majority shareholding in the Company holding 59,984,148shares in the Company, representing 58.7% of the shares in the Company'sshare capital.

Following the Placement and subsequent tothe completion of envisaged sale of approximately 49% stake in SantanderBank Polska to Erste Group Bank AG ("Erste") announced on 5 May 2025 bythe Shareholder, the Shareholder will hold approximately 9.7% of sharesin Santander Bank Polska.

The Shareholder will remain committed to thePolish market through Santander Consumer and its planned strategiccollaboration with Erste which aims to leverage each firm's respectivestrengths and footprint in Corporate _ Investment Banking (CIB) andwhile allowing Erste access to Santander's payments platforms.

The Placement is aligned with theShareholder's strategic focus on proactive capital optimization tocreate shareholder value.

In relation to the Placement, theShareholder has undertaken, subject to customary exceptions, to complywith a lock-up undertaking in respect of the remaining shares held bythe Shareholder in the Company for a period of 90 days from the date ofthe settlement of the sale transactions of the Sale Shares within thePlacement. The lock-up undertaking also allows for the completion ofErste transaction.

Settlement of the Placement is expected tooccur in a T+2 basis on 4 December 2025, on usual settlement terms.

In connection with the Placement, BancoSantander, S.A. (in its capacity as a manager and not as a Shareholderselling the Sale Shares), Santander Bank Polska S.A. - SantanderBrokerage Poland (Biuro Maklerskie), Bank Handlowy w Warszawie S.A. -Brokerage Office of Bank Handlowy, Citigroup Global Markets Europe AG,BofA Securities Europe SA and Goldman Sachs Bank Europe SE acted as theJoint Global Coordinators and Joint Bookrunners. Erste Group Bank AG andErste Securities Polska S.A. acted as the co-managers.

This material does not constitute anadvertisement within the meaning of Article 22 of Regulation (EU)2017/1129 of the European Parliament and of the Council of 14 June 2017on the prospectus to be published when securities are offered to thepublic or admitted to trading on a regulated market, and repealingDirective 2003/71/EC.

Neither this material nor any part hereof isintended for distribution, whether directly or indirectly, within theterritory of or in the United States of America or other jurisdictionswhere such distribution, publication, or use may be subject torestrictions or may be prohibited by law. The securities referred to inthis material have not been and will not be registered under the U.S.Securities Act of 1933, as amended (the "U.S. Securities Act"), and mayonly be offered or sold within the United States under an exemptionfrom, or in a transaction not subject to, the registration requirementsof the U.S. Securities Act.

This material (and the information therein)does not contain or constitute or form part of any offer or invitation,or any solicitation or recommendation of an offer, for securities, andunder no circumstances shall it form the basis of a decision on whetheror not to invest in the securities of the Company. No action has beentaken that would permit an offering of the securities or possession ordistribution of this announcement in any jurisdiction where action forthat purpose is required.

None of the Joint Bookrunners andco-managers or any of their or their affiliates' directors, officers,employees, advisers or agents accepts any responsibility or liabilitywhatsoever for or makes any representation or warranty, express orimplied, as to the truth, accuracy or completeness of the information inthis announcement (or whether any information has been omitted from theannouncement).

Citigroup Global Markets Europe AG andGoldman Sachs Bank Europe SE are authorised and supervised by theEuropean Central Bank and the Federal Financial Supervisory Authority(Bundesanstalt fr Finanzdienstleistungsaufsicht) acted as Joint GlobalCoordinators and Joint Bookrunners for the Shareholder and no-one elsein connection with the transaction. BofA Securities Europe SA isauthorised and supervised by the European Central Bank and the Autoritde Contrle Prudentiel et de Rsolution (ACPR) and regulated by andregulated by the ACPR and the Autorit des Marchs Financiers and actedas Joint Global Coordinator and Joint Bookrunner for Santander andno-one else in connection with the transaction. Bank Handlowy wWarszawie S.A. - Brokerage Office of Bank Handlowy and Santander BankPolska - Santander Brokerage Poland which are authorised and supervisedby Polish Financial Supervision Authority (Komisja Nadzoru Finansowego)and acted for the Shareholder as Joint Global Coordinators and JointBookrunners and no-one else in connection with the services under thePlacement. Erste Group Bank AG is authorised and supervised by theEuropean Central Bank and the Austrian Financial Market Authority(sterreichische Finanzmarktaufsichtsbehörde) and acted for theShareholder as co-manager and no-one else in connection with theservices under the Placement. Erste Securities Polska S.A. is authorisedand supervised by Polish Financial Supervision Authority (KomisjaNadzoru Finansowego) and acted for the Shareholder as co-manager andno-one else in connection with the services under the Placement.

Legal basis: Article 17 of MAR.