\u00a0<\/p>\n
Filed by Banco Santander,
\nS.A.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Banco Santander (Brasil) S.A.
Commission File No.: 001-34476<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
This document provides certain answers
\nto frequently asked questions about Banco Santander\u2019s proposed exchange offers, announced on July 30, 2026, to acquire the outstanding
\nminority interest in Santander Brasil. Below are explanations of the exchange ratio mechanics, dividends and related adjustments, the
\nstrategic rationale and financial impact, and what the offers may mean for minority shareholders. The definitive terms and conditions
\nof the exchange offers and other relevant information will be included in the definitive offer documentation prepared and published in
\ndue course upon formal launch once announced conditions to the commencement of the exchange offers have been fulfilled, which will complement,
\nupdate and supersede the information included herein. Please see also \u201cImportant Information For Investors Regarding The Proposed
\nTransaction\u201d at the end of this document.<\/p>\n
\u00a0<\/p>\n
On July 30, 2026, Santander announced
\nits intention to make concurrent exchange offers in Brazil and the United States to acquire all the issued and outstanding (i) common
\nshares of Santander Brasil, (ii) preferred shares of Santander Brasil, (iii) units of Santander Brasil (each of which represents one
\nSantander Brasil common share and one Santander Brasil preferred share) and (iv) Santander Brasil American Depositary Shares (ADSs) (each
\nof which represents one Santander Brasil Unit), in each case other than any Santander Brasil securities owned, directly or indirectly,
\nby Santander Spain, in exchange for (a) 0.2028 Banco Santander BDR or
\nADS (each representing one Banco Santander ordinary share), as applicable, for each common share or preferred share of Santander Brasil
\nand (b) 0.4056 Banco Santander BDR or ADS, as applicable, for each unit or ADS of Santander Brasil.1<\/p>\n
\u00a0<\/p>\n
For purposes of this Q&A, \u201cSantander
\nGroup,\u201d \u201cthe Group\u201d or \u201cus\u201d refers to Banco Santander, S.A. together with its consolidated subsidiaries.\u00a0\u00a0\u201cSantander\u201d
\nor \u201cBanco Santander\u201d refers to Banco Santander, S.A. individually, and \u201cSantander Brasil\u201d refers to Banco Santander
\n(Brasil) S.A.<\/p>\n
\u00a0<\/p>\n
1.Will exchange ratio adjustments be calculated
\n on a gross or net-of-withholding-tax basis for distributions of interest on equity?<\/p>\n
\u00a0<\/p>\n
\u00b7Exchange
\n ratio adjustments will be calculated on a gross basis. Under Brazilian law, taxation rules
\n for investors depend on factors that vary across shareholders such as country of residence,
\n type of registration of the investment by non-Brazilian holders, and local taxation in the
\n investors\u2019 home jurisdiction, among others.\u00a0\u00a0It is not possible to calculate
\n a different adjustment for each investor.<\/p>\n
\u00a0<\/p>\n
\u00b7Investors
\n are encouraged to review the documentation relating to the exchange offers carefully and
\n consult their own legal and tax advisers to assess the tax implications of the exchange offers.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
1 Subject to certain adjustments
\nfor certain events, including dividends and interest on equity (JCP), that may occur between the date of the announcement of the exchange
\noffers and the expiration of the exchange offers. Share buybacks conducted during such period shall not cause adjustment of the exchange
\nratio. The exchange offer consideration has been determined based on the number of outstanding Santander Brasil shares. Final offer documentation
\nwill include customary antidilution provisions. See questions 1 and 2 below.<\/p>\n
2.How does the adjustment for dividends
\n and Interest on Capital (IOC \/ JCP) to the exchange ratio work?<\/p>\n
\u00a0<\/p>\n
\u00b7The
\n offer exchange ratio was calculated by applying a 15% premium to Santander Brasil\u2019s
\n closing unit price at 10:00 pm (CEST) on the day the transaction was announced (BRL 25.25),
\n converting the resulting amount (BRL 29.04) into EUR using a EUR\/BRL exchange rate of 5.8461
\n (the closing PTAX bid\/ask average EUR\/BRL FX rate on the announcement date), and dividing
\n the resulting amount by Banco Santander\u2019s unaffected share price in Euros (\u20ac12.248).2<\/p>\n
\u00a0<\/p>\n
\u00b7Any
\n gross amount per unit distributed by Santander Brazil as interests on equity (JCP) or dividend
\n with a record date between the date of the announcement and the expiration of the exchange
\n offer (i.e., which will be received by shareholders of Santander Brazil as of the record
\n date who tender their shares in the offer) will be converted into EUR at the applicable EUR\/BRL
\n exchange rate as at the record date of the relevant JCP or dividend and then deducted, on
\n a Euro-for-Euro basis, from the Santander Brasil unit price in EUR (\u20ac4.97) considered
\n for the determination of the offer exchange ratio and rounded to the nearest four decimal
\n places.3<\/p>\n
\u00a0<\/p>\n
\u00b7Similarly,
\n any gross amount per share distributed by Banco Santander as dividend with a record date
\n is between the date of the announcement and the expiration of the exchange offer (i.e., which
\n will not be received by shareholders of Santander Brasil tendering their shares in the offer)
\n will be deducted, on a Euro-for-Euro basis, from the Banco Santander share price in EUR (\u20ac12.248)
\n considered for the determination of the offer exchange ratio and rounded to the nearest four
\n decimal places.<\/p>\n
\u00a0<\/p>\n
\u00b7The
\n exchange ratio for Santander Brazil common and preferred shares will be adjusted based on
\n the same mechanics, but taking into account the remuneration corresponding to the common
\n and preferred shares, respectively.<\/p>\n
\u00a0<\/p>\n
\u00b7Share
\n buybacks during the period between the announcement and the expiration of the exchange offers
\n do not result in an adjustment to the exchange ratio.<\/p>\n
\u00a0<\/p>\n
3.Will I receive fractional Santander securities
\n in connection with the exchange offers?<\/p>\n
\u00a0<\/p>\n
\u00b7No.
\n No fractional Santander securities (whether Santander ADSs or Santander BDSs) will be issued
\n to you in connection with the exchange offers. Instead of any fractional Santander securities
\n that you would otherwise be entitled to receive, the applicable exchange agent will aggregate
\n all such fractional entitlements of all tendering holders, sell the fractional Santander
\n securities (or the underlying Santander ordinary shares, as applicable) at such times, in
\n such manner and on such terms as such exchange agent determines in its reasonable discretion
\n and pay the resulting cash proceeds to the relevant tendering holders.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
2 Based on Banco Santander\u2019s
\nAugust 12, 2026 closing price of \u20ac12.912, the 0.4056 exchange ratio implied a value of approximately BRL 31.21 per Santander Brasil
\nunit, representing a 23.6% premium to the unaffected closing price of BRL 25.25 on July 30, 2026. This reflects the initial 15% premium
\ncompounded with a c.7.5% increase in the marked-to-market value of the consideration since announcement.<\/p>\n
3 Accordingly, if the fifth
\ndecimal place is five to nine, the fourth decimal is rounded upwards, and if the fifth decimal is zero to four, the fourth decimal is
\nkept as is.<\/p>\n
4.Assuming high participation, does Santander
\n intend to maintain the Santander Brasil ADS programme and NYSE listing indefinitely?<\/p>\n
\u00a0<\/p>\n
\u00b7Although
\n the exchange offers are not being undertaken with the objective of cancelling the registration
\n of Santander Brasil securities with the\u00a0\u00a0U.S. Securities and Exchange Commission
\n (SEC), or of delisting them from the New York Stock Exchange (NYSE), depending on the outcome
\n of the exchange offers, the Santander Brasil securities may no longer meet the requirements
\n for continued listing on the NYSE or for continued registration with the SEC, or Santander
\n may elect to remove the Santander Brasil ADSs from listing on the NYSE and the Santander
\n Brasil securities from registration with the SEC.<\/p>\n
\u00a0<\/p>\n
5.Will tendering Santander Brasil ADS holders
\n receive Santander ADSs free of any depositary, cancellation, or issuance fees?<\/p>\n
\u00a0<\/p>\n
\u00b7The
\n fee treatment for the exchange offers will be announced in due course.<\/p>\n
\u00a0<\/p>\n
6.Why
\n should minority shareholders accept the exchange offers?<\/p>\n
\u00a0<\/p>\n
\u00b7The
\n exchange offers combine an attractive premium with the opportunity to exchange a stock with
\n limited liquidity to become shareholders in one of the world\u2019s leading diversified
\n financial groups, benefiting from its broader earnings base, resilient profitability and
\n long-term value creation. The offer implies an initial value of approximately BRL 29.04 per
\n Santander Brasil unit, representing a 15% premium to the unaffected closing price of BRL
\n 25.25 on Thursday, July 30, 2026. The offer also represents premiums of approximately 8.7%,
\n 9.0% and 7.9% to the 15-day, 30-day and 60-day VWAPs, respectively, confirming that the premium
\n is meaningful not only versus a single trading day but also relative to recent trading levels.
\n In addition, unlike a cash offer, the value received is not capped at BRL 29.04 per unit.
\n Because the consideration is a fixed number of Santander Group shares, shareholders continue
\n to participate in movements in Santander\u2019s share price and the EUR\/BRL exchange rate
\n through settlement and remain invested thereafter through Santander securities. The premium
\n should also be assessed in the context of the Santander Group\u2019s existing ownership
\n of approximately 90% of Santander Brasil. The transaction does not involve the acquisition
\n of control and therefore does not include the control premium typically observed in third-party
\n change-of-control transactions. Against this background, Santander believes the 15% premium
\n represents an attractive opportunity for minority shareholders to monetize a non-controlling
\n position, while rotating into a larger and more liquid Santander Group security.<\/p>\n
\u00a0<\/p>\n
\u00b7The
\n exchange offers represent a portfolio optimization opportunity for shareholders: they allow
\n shareholders to reduce direct exposure to a concentrated Brazil-specific minority position,
\n while preserving participation in Brazil\u2019s long-term upside through Santander Group
\n and gaining exposure to a diversified global banking platform with strong profitability,
\n clear medium-term growth targets and an attractive shareholder-remuneration framework.<\/p>\n
\u00a0<\/p>\n
7.Are
\n there any legal requirements regarding the price of the exchange offer?<\/p>\n
\u00a0<\/p>\n
\u00b7No.
\n However, Santander is required by Brazilian law to deliver a valuation report called a \u201claudo\u201d
\n to Santander Brasil to which all shareholders will have access.<\/p>\n
\u00a0<\/p>\n
8.What
\n approvals are still required before the transaction can proceed?<\/p>\n
\u00a0<\/p>\n
\u00b7The
\n transaction remains subject to customary regulatory and corporate approvals, including Santander
\n shareholder approval for the related capital increase and the applicable requirements under
\n Brazilian and U.S. law.<\/p>\n
\u00a0<\/p>\n
9.What
\n are the implications for the minorities that do not tender their shares?<\/p>\n
\u00a0<\/p>\n
\u00b7The
\n exchange offers are not subject to a minimum acceptance threshold, meaning Santander\u2019s
\n ownership could increase materially even if it does not acquire the full remaining minority
\n interest. If a significant proportion of minorities tender, Santander Brasil\u2019s free
\n float and daily trading liquidity may decline substantially. As Santander\u2019s ownership
\n increases, liquidity may become increasingly concentrated among a limited number of remaining
\n institutional investors. A materially reduced free float could also affect Santander Brasil\u2019s
\n weighting and eligibility in certain equity indices. See also question 4.<\/p>\n
\u00a0<\/p>\n
\u00b7Shareholders
\n that do not tender should be aware that accepting the exchange offers mitigates the risk
\n of holding an increasingly significant relative stake in a potentially materially less liquid
\n minority stock, while preserving exposure to Santander Brasil through Santander Group.<\/p>\n
\u00a0<\/p>\n
\u00b7We
\n intend to keep adequate corporate governance rights for the remaining minority shareholders.<\/p>\n
\u00a0<\/p>\n
10.Will
\n Santander Brasil ADR holders be able to choose between Santander ADSs and Santander shares?<\/p>\n
\u00a0<\/p>\n
\u00b7No.
\n Santander Brasil ADR holders will be offered Santander ADSs only.<\/p>\n
\u00a0<\/p>\n
11.Is
\n any shareholder getting preferential treatment?<\/p>\n
\u00a0<\/p>\n
\u00b7No.
\n The offers provide equal treatment to all shareholders, with no preferential consideration
\n or differentiated exchange ratio for any individual investor. All shareholders have access
\n to the same transparent terms offered to the entire shareholder base.<\/p>\n
\u00a0<\/p>\n
12.Has
\n any shareholder committed to tendering (or to not tendering) their shares?<\/p>\n
\u00a0<\/p>\n
\u00b7No,
\n we do not have any commitments.<\/p>\n
\u00a0<\/p>\n
13.When
\n do you expect to complete the transaction?<\/p>\n
\u00a0<\/p>\n
\u00b7Santander
\n expects to complete the exchange offers in the first half of 2027.<\/p>\n
\u00a0<\/p>\n
14.What
\n are the risks due to the length of the process? Are you expecting to change the terms of
\n the exchange offers?<\/p>\n
\u00a0<\/p>\n
\u00b7We
\n do not expect a delay in the process. We do not expect to change any of the material terms
\n of the exchange offers, other than as a result of certain specified events, including dividends
\n and interest on equity (JCP), that may occur between the date of the announcement of the
\n exchange offers and the expiration of the exchange offers. See question 2.<\/p>\n
\u00a0<\/p>\n
15.What
\n is the rationale for the voluntary tender offer and why now?<\/p>\n
\u00a0<\/p>\n
\u00b7Brazil
\n is one of Santander\u2019s core markets. The transaction reflects the Group\u2019s confidence
\n in the prospects of Brazil and Santander Brasil’s business. The transaction is not driven
\n by the Brazilian electoral calendar. The transaction provides the minority shareholders with
\n a financially attractive opportunity to monetize their stake in a listed entity with limited
\n liquidity. By issuing shares the transaction is neutral for our CET1 ratio and is expected
\n to be accretive on both EPS and TBVps of 0.5% by 2028 and 0.6%, respectively, based on consensus.
\n Strategically, the transaction is an additional step towards the simplification of Santander\u2019s
\n structure and aligns with our One Transformation and Global Businesses strategy.<\/p>\n
\u00a0<\/p>\n
16.When
\n you say the transaction compares favorably with other capital allocation alternatives, what
\n do you mean?<\/p>\n
\u00a0<\/p>\n
\u00b7The
\n Group assesses every capital deployment decision adhering to our disciplined capital hierarchy.
\n The Group prioritizes deploying capital for organic growth above 20% ROTE, maintaining a
\n floor on distributions at 50% payout, and then assesses allocating capital for inorganic
\n opportunities that can grow distributions to our shareholders and maximize value. Acquiring
\n the minority interests in Santander Brasil is expected to generate an attractive return above
\n the return generated by share buybacks.<\/p>\n
\u00a0<\/p>\n
17.Can
\n you explain what is the expected impact on CET1?<\/p>\n
\u00a0<\/p>\n
\u00b7The
\n transaction is expected to have a neutral impact on the Group\u2019s CET1 ratio, as the
\n consideration for the Santander Brasil securities to be acquired will be settled through
\n the issuance of Santander securities.<\/p>\n
\u00a0<\/p>\n
18.If
\n the transaction uses capital, how can it be capital neutral?<\/p>\n
\u00a0<\/p>\n
\u00b7The
\n transaction is expected to have a neutral impact on the Group\u2019s capital ratio when
\n considering it in full: the acquisition of Santander Brasil\u2019s minorities and the new
\n shares issued by Santander.<\/p>\n
\u00a0<\/p>\n
19.Are
\n you \u201ctrading\u201d with Santander Brasil stock (selling at a high price and buying
\n it back at a very low price)?<\/p>\n
\u00a0<\/p>\n
\u00b7We
\n are paying a premium over the market price, and we believe the premium offered is attractive
\n to both Santander and Santander Brasil shareholders. Santander Brasil shareholders can choose
\n to sell their shares and benefit from the premium offered or maintain their investment in
\n Santander Brasil and share the risks and benefits with the Group. It should be noted that
\n the Group already has control of Santander Brasil, so the premium does not include the usual
\n control premium in other transactions. For Santander Brasil\u2019s minority shareholders,
\n the exchange offers would provide an attractive opportunity to realize the value of their
\n investment at a compelling premium to the market price.<\/p>\n
\u00a0<\/p>\n
20.Why
\n is Santander issuing shares as consideration in the exchange offers?<\/p>\n
\u00a0<\/p>\n
\u00b7By
\n issuing shares (including BDRs and ADSs) to acquire Santander Brasil securities held by minority
\n shareholders the transaction is expected to be neutral for our CET1 ratio and accretive on
\n both EPS and TBVps of 0.5% by 2028 and 0.6%, respectively, based on consensus.<\/p>\n
\u00a0<\/p>\n
21.Do
\n you expect any cost savings arising from this transaction?<\/p>\n
\u00a0<\/p>\n
\u00b7No
\n material cost savings are expected.<\/p>\n
\u00a0<\/p>\n
22.How
\n can you justify the premium, given that there are no synergies?<\/p>\n
\u00a0<\/p>\n
\u00b7Despite
\n short-term headwinds, we are optimistic about the Brazilian market\u2019s and Santander
\n Brasil\u2019s long-term prospects. Considering current consensus estimates, the transaction
\n is expected to be accretive on both EPS and TBVps at 0.5% by 2028 and 0.6%, respectively,
\n based on consensus.<\/p>\n
\u00a0<\/p>\n
23.Does
\n this deal question your subsidiaries-based model?<\/p>\n
\u00a0<\/p>\n
\u00b7We
\n remain committed to our model, with subsidiaries which are autonomous in terms of capital
\n and liquidity.<\/p>\n
\u00a0<\/p>\n
24.Over
\n the past years you have bought back minorities in Mexico and in the United States (SCUSA).
\n Will Santander Chile be next? Does this affect your plans to IPO other subsidiaries?<\/p>\n
\u00a0<\/p>\n
\u00b7Over
\n the past years, the Group has selectively increased its ownership in subsidiaries by acquiring
\n minority interests when attractive opportunities have arisen, such as in SCUSA and Mexico.
\n Each subsidiary is different so this transaction cannot be considered as a Group or precedent
\n strategy that could affect other listed subsidiaries.<\/p>\n
\u00a0<\/p>\n
25.Does
\n this transaction imply a change in your Brazil strategy?<\/p>\n
\u00a0<\/p>\n
\u00b7No,
\n as we already have control of Santander Brasil with a c. 90% stake, the transaction does
\n not imply a change from the business\/strategic\/governance or organizational point of view.
\n Our confidence in Brazil and Santander Brasil remains unchanged. The transaction is fully
\n aligned with Santander\u2019s strategy of delivering long-term shareholder value and meets
\n the Group\u2019s disciplined capital allocation framework.<\/p>\n
\u00a0<\/p>\n
26.Does
\n this transaction imply a change in Santander Group strategy, One Transformation and Global
\n Businesses?<\/p>\n
\u00a0<\/p>\n
\u00b7No.
\n This transaction is fully aligned with our strategy of operating Santander as one global
\n bank, simplifying the ownership structure and reinforcing the integration of Brazil into
\n our Global Businesses and One Transformation. A more fully aligned ownership structure should
\n facilitate the deployment of global platforms, capital-allocation decisions and strategic
\n initiatives across the Brazilian franchise, without changing Santander\u2019s long-term
\n commitment to Brazil.<\/p>\n
\u00a0<\/p>\n
27.Is
\n this transaction a signal that Santander intends to simplify its Group structure elsewhere?<\/p>\n
\u00a0<\/p>\n
\u00b7This
\n transaction should be viewed on its own merits. Santander regularly reviews opportunities
\n that create shareholder value within its disciplined capital allocation framework.<\/p>\n
\u00a0<\/p>\n
28.Can
\n you use the Santander shares you are buying back as part of the regular share buyback program
\n to buy out Santander Brasil\u2019s minorities?<\/p>\n
\u00a0<\/p>\n
\u00b7The
\n plan is to issue new Santander shares (in the form of BDRs and ADSs) as consideration for
\n the tendered Santander Brasil shares.<\/p>\n
\u00a0<\/p>\n
29.When
\n will shareholders be asked to approve the capital increase required for the transaction?
\n Will you call an extraordinary general meeting?<\/p>\n
\u00a0<\/p>\n
\u00b7As
\n announced, the transaction will require approval by Santander\u2019s shareholders\u2019
\n meeting for the corresponding capital increase. Further details regarding the timing and
\n process will be communicated in due course.<\/p>\n
\u00a0<\/p>\n
30.Given
\n the relatively low free float of the Brazil-listed shares, investors may be concerned about
\n liquidity. How do you address those concerns?<\/p>\n
\u00a0<\/p>\n
\u00b7The
\n relatively low free float of the Brazil listing was one of the factors contributing to lower
\n liquidity. The exchange offer allows those worried about liquidity to exchange their Santander
\n Brasil securities for Santander securities, which provide access to a more liquid market.<\/p>\n
\u00a0<\/p>\n
31.What
\n gives you confidence that the Brazilian business can perform better and close the gap in
\n profitability and growth relative to peers?<\/p>\n
\u00a0<\/p>\n
\u00b7We
\n believe the current valuation does not fully reflect the long-term earnings potential of
\n Santander Brasil. That is precisely why increasing our ownership represents an attractive
\n capital allocation opportunity for Santander shareholders. Santander Brasil is a leading
\n franchise with a strong customer base, diversified business model and attractive market positions
\n across retail and wholesale banking, and we expect our global business strategy will improve
\n its profitability going forward.<\/p>\n
\u00a0<\/p>\n
32.Did
\n Santander Brasil\u2019s Q2 results make the tender offer look more appealing?<\/p>\n
\u00a0<\/p>\n
\u00b7No.
\n The IFRS results for Brazil were disclosed with the group results prior to the announcement
\n of the transaction. The transaction was assessed independently from Santander Brasil\u2019s
\n quarterly financial results. The exchange ratio and the premium offered are based on market
\n prices and are independent of quarterly results.<\/p>\n
\u00a0<\/p>\n
33.What is Santander Group\u2019s current
\n earnings profile and medium-term outlook?<\/p>\n
\u00a0<\/p>\n
\u00b7Santander
\n Group has delivered strong underlying financial performance, with 1H 2026 underlying profit
\n increasing approximately 15% year-on-year and underlying EPS rising approximately 20%. Underlying
\n RoTE improved to 15.6%, or 16.8% with CET1 at 13%, reflecting continued operating momentum
\n and disciplined capital allocation. Management has set out a clear medium-term value creation
\n plan for 2026-2028, targeting RoTE above 20%, profit exceeding \u20ac20bn by 2028, double-digit
\n annual EPS growth and acceleration of TNAV per share plus cash DPS growth toward the high
\n teens by 2028.<\/p>\n
\u00a0<\/p>\n
34.How does Santander Group\u2019s shareholder
\n value-creation framework benefit tendering shareholders?<\/p>\n
\u00a0<\/p>\n
\u00b7Santander
\n Group\u2019s shareholder-value framework is based on a combination of growth in TNAV per
\n share, cash dividends, share buybacks, organic capital generation and disciplined capital
\n allocation. TNAV per share plus cash DPS increased 19% year over year to approximately \u20ac6.56
\n as of June 2026, demonstrating strong tangible value creation ahead of the Group\u2019s
\n 2028 targets. Santander also continues to deliver an attractive shareholder remuneration
\n profile: the Group increased its 2025 DPS by approximately 14% year over year, with consensus
\n expecting a further 13% increase to \u20ac0.271 in FY2026. The board of directors intends
\n to apply an ordinary shareholder remuneration policy for 2026 to 2028 results that entails
\n allocating approximately 50% of the Group\u2019s underlying profit, split approximately
\n evenly between cash dividends and share buybacks for 2026 results. From 2027 results on,
\n the ordinary shareholder remuneration policy is expected to comprise around 35% of Group
\n underlying profit in cash dividends and around 15% in share buybacks. Additionally, the board
\n intends to distribute excess capital at the end of the 2026-2028 period to shareholders.
\n Importantly, if Santander delivers on its medium-term objectives, shareholders could benefit
\n from both growth in fundamental tangible value and potential valuation expansion, supported
\n by a larger, more diversified and more liquid earnings base than Santander Brasil on a standalone
\n basis.<\/p>\n
\u00a0<\/p>\n
35.How does the offer valuation compare
\n to market benchmarks?<\/p>\n
\u00a0<\/p>\n
\u00b7On
\n consensus 2026 earnings, the offer implies approximately 7.8x 2026E P\/E, above the c.6.1x
\n and c.6.2x at which Bradesco and Banco do Brasil respectively traded on 7 August 2026. At
\n BRL 30.7 per unit, the offer is broadly aligned with consensus\u2019 median target price
\n of BRL 30.80, leaving c.0.4% residual upside for holders who choose to remain invested in
\n Santander Brasil. The transaction therefore provides minority shareholders with an opportunity
\n to realize value at a valuation that reflects consensus views and is attractive vis-a-vis
\n peers. Importantly, shareholders are receiving shares in the parent company rather than cash,
\n reducing concerns around permanently giving up exposure to future value creation.<\/p>\n
\u00a0<\/p>\n
36.Is there a minimum acceptance threshold
\n for the exchange offers?<\/p>\n
\u00a0<\/p>\n
\u00b7No.
\n The exchange offers are not subject to a minimum acceptance threshold, meaning Santander\u2019s
\n ownership could increase materially even if it does not acquire the full remaining minority
\n interest.<\/p>\n
\u00a0<\/p>\n
37.How does acceptance increase portfolio
\n diversification for minority shareholders?<\/p>\n
\u00a0<\/p>\n
\u00b7By
\n accepting the exchange offers, minority shareholders would retain meaningful indirect participation
\n in Brazil but gain exposure to the Santander Group\u2019s diversified geographic and business
\n portfolio, reducing dependence on the outcome of any single local economic or political cycle.
\n Santander Group provides exposure to a diversified earnings base across Europe and the Americas
\n while maintaining meaningful participation in Brazil, which remains one of the Group\u2019s
\n largest and most important markets, representing approximately 15% of\u00a0\u00a0the Santander
\n Group PBT for the 1H 2026. With a market capitalization of c.\u20ac190bn, the Santander Group
\n offers substantially greater scale, liquidity and diversification than Santander Brasil on
\n a standalone basis. The consideration will be delivered through BDRs in Brazil or ADSs in
\n the United States, as applicable under the relevant offer leg, providing access to Santander
\n Group securities in the corresponding market. Additionally, as not all Santander subsidiaries
\n are publicly listed, Banco Santander shares, CDIs or ADSs (and in the future, BDRs) are the
\n only listed instruments providing exposure to the Group\u2019s diversified geographic footprint
\n as a whole. The Webster and TSB acquisitions materially strengthen Santander\u2019s US and
\n UK platforms and provide an additional source of growth, earnings diversification and operating
\n synergies, complementing Santander\u2019s broader strategic plan focused on increasing scale,
\n deploying global platforms, improving efficiency and reducing dependence on individual markets.<\/p>\n
\u00a0<\/p>\n
38.How do minority shareholders participate
\n in the transaction\u2019s expected accretion?<\/p>\n
\u00a0<\/p>\n
\u00b7Santander
\n expects the transaction to increase group EPS by approximately 0.5% from 2028 and TNAV per
\n share by approximately 0.6%, while remaining capital neutral. Because the consideration is
\n paid in Santander Group shares, tendering shareholders continue to participate in these expected
\n benefits rather than monetizing their position through cash. In other words, shareholders
\n who accept the offer are not selling out of the transaction\u2019s expected accretion; they
\n are becoming Santander Group shareholders and therefore remain exposed to the financial benefits
\n of the transaction. The consideration would be settled through the issue of up to approximately
\n 1.1% of Banco Santander\u2019s current share capital. The expected EPS and TNAV-per-share
\n accretion is based on current market-consensus estimates and does not rely on material cost
\n synergies or management forecasts. The transaction\u2019s financial attractiveness therefore
\n derives principally from the relative valuation, ownership economics and capital-neutral
\n structure rather than from an aggressive synergy case.<\/p>\n
\u00a0<\/p>\n
39.Could a reduction in free float affect
\n Santander Brasil\u2019s index relevance?<\/p>\n
\u00a0<\/p>\n
\u00b7Yes.
\n A materially reduced free float could affect Santander Brasil\u2019s weighting and eligibility
\n in certain equity indices. Lower index representation may reduce passive ownership and trading
\n activity over time, creating additional pressure on liquidity and market visibility. Tendering
\n allows shareholders to migrate into a highly liquid global banking stock that benefits from
\n broad international investor coverage and index inclusion.<\/p>\n
\u00a0<\/p>\n
IMPORTANT INFORMATION
\nFOR INVESTORS REGARDING THE PROPOSED TRANSACTION<\/p>\n
\u00a0<\/p>\n
In connection with
\nthe proposed transaction, Banco Santander, S.A. (\u201cSantander\u201d) will file with the U.S. Securities and Exchange Commission
\n(the \u201cSEC\u201d) a Registration Statement on Form F-4 that will include a prospectus and offer to exchange. Santander will also
\nfile with the Brazilian Comiss\u00e3o de Valores Mobili\u00e1rios (\u201cCVM\u201d) a Tender Offer Notice (Edital de Oferta
\nP\u00fablica de Aquisi\u00e7\u00e3o) in connection with the transaction and the prospective offer as required under applicable
\nlaw. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS, OFFER TO EXCHANGE, TENDER OFFER NOTICE
\nAND ALL OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC AND THE CVM REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE
\nBECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.<\/p>\n
\u00a0<\/p>\n
All such documents
\nfiled with the SEC will be available free of charge at the SEC\u2019s website at www.sec.gov and through
\nthe CVM\u2019s website at www.cvm.gov.br.<\/p>\n
\u00a0<\/p>\n
This communication
\nshall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
\nin any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
\nlaws of any such jurisdiction. This document is not an offer of securities for sale into the United States, Brazil, Spain, the United
\nKingdom, Poland, Mexico or elsewhere. No offering of securities shall be made in the United States except pursuant to registration under
\nthe U.S. Securities Act of 1933, as amended, or an exemption therefrom, and no offering of securities shall be made in Brazil, Spain,
\nthe United Kingdom, Poland or Mexico except pursuant to applicable law.<\/p>\n
\u00a0<\/p>\n
Forward-Looking
\nStatements<\/p>\n
\u00a0<\/p>\n
This communication
\ncontains \u201cforward-looking statements,\u201d which may be identified by words like expect, project, anticipate, should, intend,
\nprobability, risk, target, goal, objective, estimate, future and similar expressions and include, but are not limited to, statements
\nthat are predictive in nature and depend upon or refer to future events, conditions, circumstances or the future performance of Santander
\nor Banco Santander (Brasil), S.A. (\u201cSantander Brasil\u201d) or their respective affiliates, including as a result of the implementation
\nof the transactions described herein. These statements are based on management\u2019s current expectations and are inherently subject
\nto uncertainties and changes in circumstance and a number of risks, uncertainties and other important factors may cause actual developments
\nand results to differ materially from current expectations.<\/p>\n
\u00a0<\/p>\n
Risks and uncertainties
\ninclude, among other things:<\/p>\n
\u00a0<\/p>\n
\u00b7general
\n economic or industry conditions (e.g., an economic downturn; higher volatility in the capital
\n markets; inflation; deflation; changes in demographics, consumer spending, investment or
\n saving habits; and the effects of the armed conflicts in Ukraine and the Middle East, or
\n the outbreak of public health emergencies in the global economy) in areas where we have significant
\n operations or investments;<\/p>\n
\u00a0<\/p>\n
\u00b7exposure
\n to operational risks, including cyberattacks, data breaches, data losses and other security
\n incidents;<\/p>\n
\u00a0<\/p>\n
\u00b7exposure
\n to market risks (e.g., risks from interest rates, foreign exchange rates, equity prices and
\n new benchmark indices);<\/p>\n
\u00a0<\/p>\n
\u00b7potential
\n losses from early loan repayment, collateral depreciation or counterparty risk;<\/p>\n
\u00a0<\/p>\n
\u00b7political
\n instability in Spain, the UK, other European countries, Latin America and the US;<\/p>\n
\u00a0<\/p>\n
\u00b7changes
\n in monetary, fiscal and immigration policies and trade tensions, including the imposition
\n of tariffs and retaliatory responses;<\/p>\n
\u00a0<\/p>\n
\u00b7legislative,
\n regulatory or tax changes (including regulatory capital and liquidity requirements) and greater
\n regulation prompted by financial crises;<\/p>\n
\u00a0<\/p>\n
\u00b7acquisitions,
\n integrations, divestitures and challenges arising from deviating management\u2019s resources
\n and attention from other strategic opportunities and operational matters;<\/p>\n
\u00a0<\/p>\n
\u00b7reputational
\n risk and potential adverse reactions of stakeholders, including adverse effects on the market
\n price of our securities;<\/p>\n
\u00a0<\/p>\n
\u00b7climate-related
\n conditions, regulations, targets and weather events;<\/p>\n
\u00a0<\/p>\n
\u00b7uncertainty
\n over the scope of actions that may be required by us, governments and other to achieve goals
\n relating to climate, environmental and social matters, as well as the evolving nature of
\n underlying science and potential conflicts and inconsistencies among governmental standards
\n and regulations ;<\/p>\n
\u00a0<\/p>\n
\u00b7our
\n own decisions and actions, including those affecting or changing our practices, operations,
\n priorities, strategies, policies or procedures; and<\/p>\n
\u00a0<\/p>\n
\u00b7changes
\n affecting our access to liquidity and funding on acceptable terms, especially due to credit
\n spread shifts or credit rating downgrade for the entire Group or core subsidiaries.<\/p>\n
\u00a0<\/p>\n
Additionally, important
\nfactors that could cause Santander\u2019s and Santander Brasil\u2019s actual results, financial condition and achievements to differ
\nmaterially from those indicated in these forward-looking statements include, in addition to those set forth in Santander\u2019s and
\nSantander Brasil\u2019s filings with the SEC and the CVM, as applicable:<\/p>\n
\u00a0<\/p>\n
\u00b7risks
\n related to the proposed transaction, including uncertainties as to whether certain statutory
\n relief under the U.S. securities laws will be granted, the risk that the conditions to commencement
\n and\/or consummation of the proposed transaction are not received or satisfied on a timely
\n basis or at all, and the risk of Santander Brasil shareholders not tendering their securities
\n in the proposed transaction or otherwise not supporting the terms of the proposed transaction;<\/p>\n
\u00a0<\/p>\n
\u00b7the
\n expected timing and likelihood of completion of the transaction, including the timing, receipt
\n and terms and conditions of any required regulatory or shareholder approvals;<\/p>\n
\u00a0<\/p>\n
\u00b7disruption
\n to the parties\u2019 businesses as a result of the announcement and pendency of the proposed
\n transaction;<\/p>\n
\u00a0<\/p>\n
\u00b7the
\n risk that matters relating to the transaction could have adverse effects on the market price
\n of the securities of Santander or Santander Brasil;<\/p>\n
\u00a0<\/p>\n
\u00b7the
\n risk that the transaction could have an adverse effect on the ability of Santander or Santander
\n Brasil to retain customers and retain and hire key personnel and maintain relationships with
\n their suppliers and customers;<\/p>\n
\u00a0<\/p>\n
\u00b7the
\n possibility that the proposed transaction may be more expensive to complete than anticipated,
\n including as a result of unexpected factors or events;<\/p>\n
\u00a0<\/p>\n
\u00b7the
\n dilution caused by Santander\u2019s issuance of additional ordinary shares and corresponding
\n American depositary shares, each representing the right to receive one of its ordinary shares
\n (\u201cADSs\u201d), or Brazilian Depositary Receipts, each representing the right to receive
\n one of its ordinary shares (\u201cBDRs\u201d), in connection with the proposed transaction;
\n and<\/p>\n
\u00a0<\/p>\n
\u00b7compliance
\n with regulatory requirements.<\/p>\n
\u00a0<\/p>\n
All such factors are
\ndifficult to predict and are beyond Santander\u2019s and Santander Brasil\u2019s control, including those other risks and uncertainties
\ndiscussed in (i) Santander\u2019s filings with the SEC, including the \u201cRisk Factors\u201d and \u201cCautionary Statement Regarding
\nForward-Looking Statements\u201d sections of Santander\u2019s most recent annual report on Form 20-F and subsequent 6-Ks filed with,
\nor furnished to, the SEC and (ii) Santander Brasil\u2019s filings with the SEC and the CVM, as applicable, including the \u201cRisk
\nFactors\u201d and \u201cForward-Looking Statements\u201d sections of Santander Brasil\u2019s most recent annual report on Form 20-F
\nand subsequent 6-Ks filed with, or furnished to, the SEC and most recent Formul\u00e1rio de Refer\u00eancia filed with the
\nCVM.<\/p>\n
\u00a0<\/p>\n
You can obtain copies
\nof Santander\u2019s and Santander Brasil\u2019s filings, as applicable, with the SEC and the CVM for free at the SEC\u2019s website
\n(www.sec.gov) or at the CVM\u2019s website (ww.cvm.gov.br). Other factors that may cause actual results
\nto differ materially include those that will be set forth in the Registration Statement on Form F-4 and the related Offer to Exchange\/Prospectus,
\nthe Solicitation\/Recommendation Statement on Schedule 14D-9, the Tender Offer Notice and other tender offer documents to be filed by
\nSantander and Santander Brasil. All forward-looking statements in this communication are qualified in their entirety by this cautionary
\nstatement.<\/p>\n
\u00a0<\/p>\n
Our forward-looking
\nstatements speak only as at the date of this communication and are informed by the knowledge, information and views available as at the
\ndate of this communication. Santander is not required to update or revise any forward-looking statements, regardless of new information,
\nfuture events or otherwise.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n","protected":false},"excerpt":{"rendered":"\u00a0 Filed by Banco Santander, S.A.Pursuant to Rule 425 under the Securities Act of 1933Subject Company: Banco Santander…\n","protected":false},"author":2,"featured_media":47773,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[121],"tags":[27692,144,27691,7461,25627,27683,25629,747,27690,27689],"class_list":["post-70699","post","type-post","status-publish","format-standard","has-post-thumbnail","category-banco-santander","tag-23-6-premium","tag-banco-santander","tag-brl-31-21","tag-bsbr","tag-exchange-offer","tag-form-f-4","tag-minority-acquisition","tag-santander-brasil","tag-share-swap","tag-tender-offer-notice"],"_links":{"self":[{"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/posts\/70699","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/comments?post=70699"}],"version-history":[{"count":0,"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/posts\/70699\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/media\/47773"}],"wp:attachment":[{"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/media?parent=70699"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/categories?post=70699"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.europesays.com\/spain\/wp-json\/wp\/v2\/tags?post=70699"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}