Current Report no. 32 (2024)

10 september 2024

Notification from Banco Santander, S.A. regarding the commencement of the sale of a portion of its shares of the Santander Bank Polska S.A. through an accelerated book-building process.

The Management Board of Santander Bank Polska S.A. (the "Company") announces that on 10 September 2024, it was notified by the Company's shareholder - Banco Santander, S.A. (the "Shareholder") (the "Notification"), that after the submission of the Notification, an accelerated book-building process regarding the sale of Company's shares directed to certain institutional investors only (the "Placement"), with final terms of the transaction to be determined through such accelerated bookbuilding process, will begin.

The Placement will be exempt from the obligation to publish a prospectus within the meaning of the applicable laws or any other information or offering document for its purposes and will be addressed solely to qualified investors within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation") or conducted in any other circumstances falling within Article 1(4) of the Prospectus Regulation.

The purpose of the Placement will be the sale by the Shareholder of c. 5,120,000 dematerialised ordinary bearer shares in the Company representing c. 5% of the shares in the Company's share capital and representing c. 5% of the total number of votes in the Company (the "Sale Shares"). Assuming the sale of all Sale Shares within the Placement, the Shareholder will hold 63,760,774 shares in the Company, representing c. 62.39% of the shares in the Company's share capital and c. 62.39% of the total number of votes in the Company.

Pursuant to the Notification:

The book-building process will commence immediately and can be completed at any time.
Sale price and the final number of the Sale Shares will be announced after the closing of the book-building process.
The Shareholder reserves the right to, at any time, change the terms and dates of the Placement, suspend the Placement and/or cancel the Placement.
The Placement will increase the Company's free float and is expected to enhance the liquidity profile of the stock and increase Company's weight in the relevant stock indices.
The Shareholder will remain a long-term majority shareholder in the Company.
Poland remains a core market for the Shareholder and the Shareholder will continue to support the current strategy of the Company and its strategic targets for 2024-26, including being a top three bank in Poland by return on equity and Net-Promoter-Score.
The Placement is aligned with the Shareholder's strategic focus on proactive capital allocation to create shareholder value. The Shareholder expects to redeploy the capital released from the Placement into value accretive organic growth opportunities and/or additional share buy-backs.
In relation to the Placement, the Shareholder has undertaken, subject to customary exceptions, to comply with a lock-up undertaking in respect of the remaining shares held by the Shareholder in the Company for a period of 180 days from the date of the settlement of the sale transactions of the Sale Shares within the Placement.

In connection with the Placement, Banco Santander, S.A. (in its capacity as a manager and not as the Shareholder selling the Sale Shares), Santander Bank Polska S.A. - Santander Brokerage Poland (Santander Biuro Maklerskie), Bank Handlowy w Warszawie S.A. - Brokerage Office of Bank Handlowy, Citigroup Global Markets Europe AG and Goldman Sachs Bank Europe SE act as the Joint Global Coordinators and Joint Bookrunners.

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

Neither this material nor any part hereof is intended for distribution, whether directly or indirectly, within the territory of or in the United States of America or other jurisdictions where such distribution, publication, or use may be subject to restrictions or may be prohibited by law. The securities referred to in this 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 may only be offered or sold within the United States under an exemption from, or in a transaction not subject to, the registration requirements of 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, and under no circumstances shall it form the basis of a decision on whether or not to invest in the securities of the Company.

Citigroup Global Markets Europe AG and Goldman Sachs Bank Europe SE are authorised and supervised by the European Central Bank and the Federal Financial Supervisory Authority (Bundesanstalt f_#252;r Finanzdienstleistungsaufsicht), and are acting as Joint Global Coordinators and Joint Bookrunners for the Shareholder and no-one else in connection with the transaction, alongside Bank Handlowy w Warszawie S.A. - Brokerage Office of Bank Handlowy which are authorised and supervised by Komisja Nadzoru Finansowego. Santander Bank Polska S.A. - Santander Brokerage Poland is supervised by Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) and acts for the Shareholder as Joint Global Coordinators and Joint Bookrunners and no-one else in connection with the services under the Placement.