Santander announces its intention to launch an exchange offer to acquire the outstanding shares of Santander Brazil

Madrid, 30 July 2026 – PRESS RELEASE

Banco Santander intends to launch an offer to acquire all of Santander Brazil’s issued and outstanding common shares, preferred shares, units and American Depositary Shares (ADSs) that it does not already own, representing approximately 10% of Santander Brazil’s share capital. The transaction is expected to be implemented through voluntary and concurrent exchange tender offers in Brazil and the United States.

The offer will be voluntary, it does not seek the delisting of Santander Brazil and is not subject to a minimum acceptance condition. Depending on the results of the offer, Santander Brazil’s ADSs may be removed from listing on the New York Stock Exchange and from registration with the U.S. Securities and Exchange Commission (SEC).

The exchange offer consideration will consist of newly issued Banco Santander shares. Santander Brazil shareholders who accept the offer will receive, (i) for each unit or ADS of Santander Brazil, 0.4056 newly issued Banco Santander shares and (ii) for each common share or preferred share3 of Santander Brazil, 0.2028 newly issued Banco Santander shares4. The delivery of the shares will be made in the form of Brazilian Depositary Receipts (BDRs) or ADSs, as applicable, which will be tradable on the São Paulo stock exchange and the New York Stock Exchange, respectively.

The offer represents a premium of 15% over the reference share price of a unit of Santander Brazil1. The transaction will involve a maximum of approximately €1,908 million2. If all shares held by minority shareholders were tendered into the offer, Banco Santander would issue approximately 156 million new shares, equivalent to approximately 1.1% of its current share capital.

As part of the transaction, Banco Santander will apply for its registration as a foreign issuer and for the registration of its shares for trading in Brazil through a BDR program. Additionally, Banco Santander will seek approval from its general shareholders’ meeting for the corresponding capital increase.

The transaction reflects Banco Santander’s confidence in Brazil and in the growth potential of its business in the country.